EXECUTIVE EMPLOYMENT AGREEMENT
THIS
AGREEMENT
is made
as of the 26th day of October, 2006, between MERCHANTS AND MANUFACTURERS
BANCORPORATION, INC. (the "Employer"), a Wisconsin corporation, its successors
and assigns, and XXXXXXXXX XXXX (the "Executive").
RECITALS
WHEREAS,
Executive is a valued, long-term employee of Employer or its subsidiaries,
whose
experience in the industry and continued employment will benefit the Employer
in
the future; and
WHEREAS,
Employer desires to provide for management continuity and stability and for
the
continued services of Executive.
AGREEMENT
NOW,
THEREFORE,
in
consideration of the mutual covenants and agreements set forth
below:
1. Employment.
Employer, or one of its subsidiaries, shall continue to employ Executive
and the
Executive shall continue to serve, on the terms and conditions set forth
herein
for the period provided in Section 2.
2. Term
of Employment.
The
period of Executive's employment under this Agreement shall be deemed to
have
commenced as of the date first above written and shall continue for a period
of
thirty-six (36) calendar months thereafter. Commencing, on the first anniversary
date of this Agreement, and continuing at each anniversary date thereafter,
the
Agreement shall renew for an additional twelve (12) months such that the
remaining term shall be thirty-six (36) months unless written notice is provided
by either party at least sixty (60) days prior to any such anniversary date,
that the Agreement shall terminate at the end of twenty-four (24) months
following such anniversary date. Prior to the renewal or non-renewal of the
Agreement, the Board of Directors or the Personnel/Compensation Committee
will
conduct a performance evaluation of the Executive for the purpose of determining
whether to extend the Agreement, and the results thereof shall be included
in
the minutes of the Board or Personnel/Compensation Committee meeting. The
term
of employment under this Agreement, as in effect from time to time, shall
be
referred to as the "Employment Term."
3. Positions
and Duties.
Executive shall serve Employer or, Bank (the "Bank") as the Chief Financial
Officer and/or in such capacity as the respective Board of Directors of Employer
or Bank may, from time to time, determine. Executive shall provide such services
as are customarily performed by persons serving in similar capacities at
other
bank holding companies or their affiliates, and perform such other duties
as may
be appropriate to his position and as may be from time to time determined
by
Employer's or Bank's Board of Directors to be necessary to its respective
operations and in accordance with its respective by-laws. During the Employment
Term, Executive shall devote substantially all his working time and efforts
to
the business and affairs of the Employer or Bank and shall not engage in
any
activity which is competitive with or adverse to the business of the Employer
or
any of its affiliates whether done as a partner, director, officer, employee,
shareholder of or consultant or advisor to any other business.
4. Compensation.
As
compensation for services provided pursuant to this Agreement, Executive
shall
receive the compensation and other benefits set forth below:
(i) Base
Salary.
During
the Employment Term, Executive shall receive an annual base salary ("Base
Salary") in such amounts as may from time to time be approved by the Board
or
the Executive Personnel/Compensation Committee of Employer or Bank. The Base
Salary in effect as of the Commencement Date shall be $135,000. Such amount
shall be subject to review and to annual adjustment by the Board or the
Personnel/Compensation Committee in accordance with Employer's or Bank's
normal
personnel practices. No increase in Base Salary or other compensation shall
limit or reduce any other obligation of Employer. Executive's Base Salary
and
other compensation shall be paid in accordance with Employer's regular payroll
practices. Review and adjustment of Executive's Base Salary shall be done
on a
basis comparable to, and applied uniformly with, that utilized for other
executives of Employer and/or its affiliates.
(ii) Bonus
Payments.
In
addition to Base Salary, Executive shall be entitled, during the Employment
Term, to participate in and receive payments from all bonus and other incentive
compensation plans as in effect from time to time on the same basis as other
executive officers of Employer or Bank.
(iii) Other
Benefits.
During
the Employment Term, Employer shall provide to Executive, in addition to
Base
Salary, such other benefits of employment (or, with Executive's consent,
equivalent benefits) as are made generally available to executive officers
serving in comparable positions at Employer or its affiliates. Such benefits
include participation in any group health, life, disability, or similar
insurance program and in any pension, profit sharing, deferred compensation,
401(k) or other similar retirement program provided. Executive shall also
have
the right to participate, on the same basis as other executives of Employer
or
its affiliates , in any stock purchase, stock option or stock appreciation
rights plans, or other stock-based program made available to such executive
officers.
Executive
shall be entitled to vacation, sick time, personal days and other perquisites
in
the same manner and to the same extent as provided other executives of Employer
or Bank.
Nothing
contained herein shall be construed as granting Executive the right to continue
in any benefit plan or program, or to receive any other perquisite of
employment, provided under this section 4(iii) (except to the extent Executive
had previously earned or otherwise accumulated vested rights therein) following
a valid and lawful termination or discontinuance of such plan, program or
perquisite.
5. Termination.
This
Agreement may be terminated, subject to payment of the compensation and other
benefits described below, upon occurrence of any of the events described
herein.
The date on which Executive ceases to be employed under this Agreement, after
giving effect to the period of time specified in any notice requirement,
is
referred to as the "Termination Date."
(i) Death;
Disability; Retirement.
This
agreement shall terminate upon the death, disability or retirement of Executive.
As used in this Agreement, "disability" means Executive's inability, as the
result of physical or mental incapacity, to substantially perform his duties
for
a period of 180 consecutive days. If the Executive and Employer cannot agree
as
to the existence of a disability, the determination shall be made by a qualified
independent physician acceptable to both parties, or alternatively, by a
physician designated by the president of the medical society for the county
in
which Executive resides. The costs of any such medical examination shall
be
borne by Employer. If Executive is terminated due to disability, he shall
be
paid 100% of his Base Salary at the rate in effect at the time notice of
termination is given for one year, and thereafter an annual amount equal
to 75%
of such Base Salary for the remaining portion of the Employment Term, such
amounts to be paid in substantially equal monthly installments and offset
by any
monthly payments actually received by Executive from: (a) any disability
plans
or disability insurance programs provided by Employer or Bank, and (b) any
governmental social security or workers compensation program.
As
used
in this Agreement, the term "retirement" shall mean Executive's retirement
in
accordance with and pursuant to any generally applicable retirement plan
of
Employer or Bank or in accordance with any retirement arrangement established
for Executive with his consent.
If
termination occurs as a result of death, disability or retirement, no additional
compensation shall be payable to Executive under this Agreement except as
specifically provided herein. Notwithstanding anything to the contrary contained
herein, Executive shall receive all compensation and other benefits to which
he
was entitled under Section 4 and the plans and programs provided therein,
through the Termination Date and, in addition, shall receive or continue
to
receive for the remaining portion of the Employment Term all other benefits
available to him under any applicable group health, life, disability or similar
insurance program as in effect on the date of death, disability or
retirement.
If,
following termination by reason of disability and prior to the expiration
of the
then remaining balance of the Employment Term, Executive becomes able to
resume
his duties, he shall be reinstated to his position, or if such position has
been
filled, to a position as nearly comparable as possible. From the date of
reinstatement and for the balance of the Employment Term, Executive shall
be
obligated to perform all duties and responsibilities, and entitled to receive
all compensation and other benefits, as provided in this Agreement.
(ii) Cause.
Employer or Bank may terminate Executive's employment under this Agreement
for
cause at any time, and thereafter Employer or Bank shall have no further
obligation under this Agreement. Notwithstanding anything to the contrary
contained herein, Executive shall receive all compensation and other benefits
in
which he was vested or to which he was otherwise entitled under Section 4
and
the plans and programs provided therein, by reason of employment through
the
Termination Date.
For
purposes of this Agreement, "Cause" shall mean:
(a) A
failure
by Executive to substantially perform his duties (other than failure resulting
from incapacity) after a written demand by the Board, which demand identifies,
with reasonable specificity, the manner in which the Board believes Executive
has not substantially performed, and Executive's failure to cure within a
reasonable period of time after his receipt of this notice;
(b) A
criminal conviction of or plea of nolo
contendere by
Executive for any act involving dishonesty, breach of trust or a violation
of
the banking laws of the State of Wisconsin or the United States;
(c) A
criminal conviction of or plea of nolo
contendere by
Executive for the commission of any felony;
(d) A
breach
of fiduciary duty by Executive involving personal profit;
(e) A
willful
violation of any law, rule or order by Executive (other than traffic violations
or similar offenses); or
(f) Incompetence,
personal dishonesty or material breach of any provision of this Agreement
or any
willful misconduct by Executive.
For
purposes of this subsection 5(ii), no act, or failure to act, on Executive's
part shall be deemed "willful" unless done, or omitted to be done, by Executive
not in good faith and without reasonable belief that the action or omission
was
in the best interest of Employer or Bank.
(iii) Voluntary
Termination by Executive.
Executive may voluntarily terminate employment at any time by giving at least
ninety (90) days prior written notice to Employer or Bank. In such event,
Employer or Bank shall have no further obligation hereunder, except that
Executive shall receive all compensation and other benefits in which he was
vested or to which he was otherwise entitled under Section 4 and the plans
and
programs provided therein, by reason of his employment through the Termination
Date.
(iv) Termination
by Executive After Change in Control.
(a) For
purposes of this Agreement, a "change in control" shall be deemed to have
occurred if any "individual, entity or group" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner"
(as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities representing 25% or more of the voting power of the securities
of
Employer or any of Employer's affiliates or becomes the owner of all or
substantially all of the assets of Employer or any of Employer's affiliates
or
if the shareholders of Employer or any affiliate of Employer approve a
reorganization, merger or consolidation of Employer or any affiliates of
Employer. "Change in control" shall not refer to or include any transaction
involving only entities affiliated directly or indirectly with
Employer.
(b) Executive
may, at any time within twelve (12) months following a "change in control,"
terminate his employment under this Agreement by giving at least ninety (90)
days prior written notice to Employer or Bank, and be entitled to the benefits
described in Section 5(vi) below upon the occurrence of any of the following
events:
1) Executive
is assigned to positions, duties or responsibilities that are substantially
less
significant than the positions, duties and responsibilities provided
herein;
2) Executive
is removed from or Employer fails to re-elect Executive to his position,
except
in connection with termination of Executive's employment for cause, disability
or retirement, or in connection with suspension or termination by or pursuant
to
regulatory action;
3) Executive's
Base Salary is reduced other than as the result of a program applied on a
proportionately equivalent basis to all executives of Employer and its
affiliates, or any other failure by Employer to comply with Section
4.
(v) Suspension
or Termination required by Regulatory
Agencies.
(a) If
Executive is suspended and/or temporarily prohibited from participating in
the
conduct of Employer's or any of Employer's affiliates' affairs by a regulatory
agency, Employer's or Bank's obligations under the Agreement shall be suspended
as of the date of service of the notice unless stayed by appropriate
proceedings. If the charges in the notice are dismissed, the Employer shall:
(1)
pay Executive all of the compensation withheld while its obligations under
this
Agreement were suspended; and (2) reinstate any of its obligations which
were
suspended.
(b) If
Executive is removed and/or permanently prohibited from participating in
the
conduct of Employer's or any of Employer's affiliates affairs by an order
issued
by a regulatory agency, the obligation of Employer or Bank under the Agreement
shall terminate as of the effective date of the order, but earned or otherwise
vested rights of Executive to compensation and to any benefits under Section
4
shall not be affected.
(c) All
obligations under the Agreement may be terminated, except to the extent
determined that continuation of the contract is necessary to operation of
Employer or any of its affiliates, at the time the Federal Deposit Insurance
Corporation ("FDIC") enters into an agreement to provide assistance to or
on
behalf of Employer or any of Employer's affiliates under the authority contained
in Section 13(c) of the Federal Deposit Insurance Act, or when Employer or
any
of its affiliates is determined by any appropriate bank regulatory agency
to be
in an unsafe or unsound condition. Any rights of the parties that have been
already earned or otherwise vested, however, shall not be affected by such
action.
(vi) Benefits
Upon Other Termination by Employer or Upon Termination by Executive Following
a
"Change in Control."
If this
Agreement is terminated by Employer other than for death, disability or
retirement under Section 5(i) or other than for "cause" under Section 5(ii)
or
other than by regulatory action under Section (v), or if Executive terminates
this Agreement following a "change in control" pursuant to Section 5(iv)(b),
then following the Termination Date, Executive shall be entitled to the
following benefits:
(a) In
lieu
of any further salary payments, Executive shall receive severance payments
equal
to the sum of the Base Salary in effect on the Termination Date plus cash
bonus
for the year prior to termination times the number of years of the remaining
Employment Term, payable in the amount and at the times provided in Sections
4(i) and (ii). If termination follows a "change in control" under Section
5(iv)(b), Executive may elect to receive the payments specified in the
immediately preceding sentence in a lump sum without any discount, provided
that
the amount of such severance payments may not exceed the limitations established
in Section 6.
(b) In
addition to other amounts payable to Executive under this Section 5(vi),
Executive shall be entitled to receive all other benefits in which he was
vested
or to which he was otherwise entitled under Section 4 and the plans and programs
provided therein by reason of employment through the Termination Date, together
with the continuation, without cost to Executive, of other benefits under
Section 4(iii) for the remaining unexpired Employment Term, all subject to
the
limitations set forth in Section 6 below.
(vii) Suspension
by Employer.
Employer in its sole discretion shall have the right to temporarily suspend
Executive from participating in the conduct of the Employer's or Employer's
affiliates' affairs. If Executive is suspended or temporarily prohibited
from
participating in the conduct of Employer's or Employer's affiliates' business,
Employer shall pay Executive all compensation and provide all benefits pursuant
to Section 4 of this Agreement during the period of such
suspension.
6. Limitations
on Change in Control Compensation.
In the
event severance benefits under Subsection 5(vi), or any other payments or
benefits received or to be received by Executive from Employer or Bank (whether
payable pursuant to the terms of this Agreement, any other plan, agreement
or
arrangement with Employer or any corporation ("Affiliate") affiliated with
employer within the meaning of Section 1504 of the Internal Revenue Code
of 1986
as amended (the "Code")), constitute, in the opinion of tax counsel selected
by
Employer's independent auditors and acceptable to Executive, "parachute
payments" within the meaning of Section 280G(b)(2) of the Code, and the present
value of such "parachute payments" equals or exceeds three times the average
of
the annual compensation payable to Executive by Employer (or an Affiliate)
and
includible in Executive's gross income for federal income tax purposes for
the
five (5) calendar years preceding the year in which a change in ownership
occurred ("Base Amount"), such severance benefits shall be reduced to an
amount
the present value of which (when combined with the present value of any other
payments otherwise received or to be received by Executive from Employer
(or an
Affiliate) that are deemed parachute payments") is equal to 2.99 times the
Base
Amount, notwithstanding any other provision to the contrary in this Agreement.
The severance benefits shall not be reduced if (i) Executive shall have
effectively waived his receipt or enjoyment of any such payment or benefit
which
triggered the applicability of this Section 6, or (ii) in the opinion of
tax
counsel, the severance benefits (in their full amount or as partially reduced,
as the case may be) plus all other payments or benefits which constitute
"parachute payments" within the meaning of Section 280OG(b)(2) of the Code
are
reasonable compensation for services actually rendered, within the meaning
of
Section 28OG(b)(4) of the Code and such payments are deductible by Employer.
The
Base Amount shall include every type and form of compensation includible
in
Executive's gross income in respect of his employment by Employer (or an
Affiliate), except to the extent otherwise provided in temporary or final
regulations promulgated under Section 28OG(b) of the Code. For purposes of
this
Section 6, a "change in ownership or control" shall have the meaning set
forth
in Section 28OG(b) of the Code and any temporary or final regulations
promulgated thereunder. The present value of any non-cash benefit or any
deferred cash payment shall be determined by Employer's independent auditors
in
accordance with the principles of Section 28OG of the Code.
Executive
shall have the right to request that Employer obtain a ruling from the Internal
Revenue Service ("Service") as to whether any or all payments or benefits
determined by such tax counsel are, in the view of the Service, "parachute
payments" under 280G. If a ruling is sought pursuant to Executive's request,
no
severance benefits payable under this Agreement in excess of the Section
28OG
limitation shall be made to Executive until after fifteen (15) days from
the
date of such ruling; however, severance benefits shall continue to be paid
during this time up to the amount of that limitation. For purposes of this
Section 6, Executive and Employer agree to be bound by the Service's ruling
as
to whether payments constitute "parachute payments" under Section 280G. If
the
Service declines, for any reason, to provide the ruling requested, the tax
counsel's opinion provided with respect to what payments or benefits constitute
"parachute payments" shall control, and the period during which the severance
benefits may be deferred shall be extended to a date fifteen (15) days from
the
date of the Service's notice indicating that no ruling will be
forthcoming.
7. General
Provisions.
(i) Successors;
Binding Agreement.
(a) Employer
or Bank will require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to substantially all of the business
and/or
assets of Employer or Bank ("Successor Organization") to expressly assume
and
agree to perform this Agreement in the same manner and to the same extent
that
Employer or Bank would have been required to perform if no such succession
had
taken place. If such succession is the result of a "change in control" as
defined herein, such assumption shall specifically preserve to Executive,
for
the then remaining term of this Agreement, the same rights and remedies
(recognizing them as being available and applicable as the result of the
"change
in control" effectuating said succession) provided under this Agreement upon
a
"change in control."
As
used
in this Agreement, Employer shall mean Merchants and Manufacturers
Bancorporation, Inc, or Bank following adoption of this Agreement by Bank’s
Board of Directors and any successor to their business and/or assets, which
becomes bound by the terms and provisions of this Agreement by operation
of this
Agreement or by law. Failure of Employer to obtain such agreement prior to
the
effectiveness of any such succession shall be a breach of this Agreement
and
shall entitle Executive to compensation from Employer in the same amount
and on
the same terms as he would be entitled to under this Agreement if he terminated
his employment under Section 5(iv). For purposes of implementing the foregoing,
the date on which any such succession becomes effective shall be deemed the
Termination Date.
(b) No
right
or interest to or in any payments or benefits under this Agreement shall
be
assignable or transferable in any respect by the Executive, nor shall any
such
payment, right or interest be subject to seizure, attachment or creditor's
process for payment of any debts, judgments, or obligations of
Executive.
(c) Any
rights and obligations of Employer under this agreement may be assigned or
transferred by Employer to any of its affiliates prior to a change in control
as
defined in this Agreement.
(d) This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by Executive and his heirs, beneficiaries and personal representatives and
Employer and any successor organization or assignee of
Employer.
(ii) Non-Solicitation/Non-Competition/Confidentiality
Provisions.
Executive acknowledges that the development of personal contacts and
relationships is an essential element of Employer's and Employer's affiliates'
business, that Employer has invested considerable time and money in his
development of such contacts and relationships, that Employer and its affiliates
could suffer irreparable harm if he were to leave Employer's employment and
solicit the business of customers of Employer or Employer's affiliates and
that
it is reasonable to protect Employer against competitive activities by
Executive. Executive covenants and agrees, in recognition of the foregoing
and
in consideration of the mutual promises contained herein, that in the event
of a
termination of his employment with Employer of any of its affiliates, Executive
agrees to the following provisions of this paragraph 7(ii).
Executive
agrees that the non-solicitation, non-competition and confidentiality provisions
set forth herein are necessary for the protection of Employer and its affiliates
and are reasonably limited as to (a) the scope of activities affected, (b)
their
duration and geographic scope, and (c) their effect on Executive and the
public.
In the event Executive violates the provisions set forth herein, Employer
shall
be entitled, in addition to its other legal remedies, to enjoin the employment
of Executive with any Significant Competitor for the period set forth herein.
If
Executive violates this covenant and Employer brings legal action for injunctive
or other relief, Employer shall not, as a result of the time involved in
obtaining such relief, be deprived of the benefit of the full period of the
restrictive covenant. Accordingly, the covenant shall be deemed to have the
duration specified herein, computed from the date relief is granted, but
reduced
by any period between commencement of the period and the date of the first
violation.
Executive
acknowledges that as a result of his employment with Employer or its affiliates
Executive has access to confidential information concerning Employer's business,
customers and services. Executive agrees that during the Employment Term
or
subsequent thereto, he will not, directly or indirectly, whether in original,
duplicated, computerized or other form, use, disclose or divulge to any person,
agency, firm, corporation or other entity any confidential or proprietary
information, including, without limitation, customer lists, reports, files,
manuals, training materials, records or information of any kind, or any other
secret or confidential information pertaining to the products, services,
customers or prospective customers, sales, technology and business affairs
or
methods of Employer or any of its affiliates (collectively “Confidential
Information”) which Executive acquires or has access to during the Employment
Term. Notwithstanding the foregoing, Confidential Information shall not include
information or data which is otherwise available in the public domain. Executive
agrees that he will not at any time either during or subsequent to his
employment with Employer disclose or transmit, either directly or indirectly,
any Confidential Information of Employer or its affiliates to any person,
firm,
corporation, association, or other entity, and will not remove this information,
in any form whatsoever, from the premises or data base of Employer or its
affiliates, except as required in the ordinary course of business as is
necessary to perform Executive’s duties or as required by applicable law. In the
event of Executive’s termination from employment from Employer for any reason,
Executive shall immediately return all Confidential Information of Employer,
including any original, computerized or duplicated records to
Employer.
Executive
agrees that during the term of his employment with Employer, and for a term
of
one year thereafter, he will not, directly or indirectly, on behalf of himself
or on behalf of any other individual or entity, as an agent or otherwise
contact, influence or encourage any of the customers of Employer, of which
Executive has knowledge or based on his capacity of employment for Employer
or
its subsidiaries should reasonable have had knowledge, for the purpose of
soliciting business or inducing such customer to acquire any product or service
that is provided or under development by Employer or its affiliates from
any
entity other than Employer.
Executive
agrees that during the term of his employment with Employer, and for a period
of
one year thereafter, he will not, directly or indirectly, encourage, induce,
or
entice any employee of Employer or its affiliates to leave the employment
of
Employer or its affiliates.
Executive
agrees that if he violates the covenants under this section, Employer shall
be
entitled to an accounting and repayments of all profits, compensation,
commissions and other remuneration or benefits which the Executive has realized
or may realize as the result of or in connection with any such violation.
Executive further agrees that money damages may be difficult to ascertain
in
case of a breach of this covenant, and Executive therefore agrees that Employer
or its affiliates shall be entitled to injunctive relief in addition to any
other remedy to which Employer or its affiliates may be entitled.
(iii) Notice.
All
notices and other communications provided for in this Agreement shall be
in
writing and shall be deemed duly given when delivered or mailed by United
States
registered mail, return receipt requested, postage prepaid, addressed in
the
case of Employer to its principal office and in the case of Executive, to
his
address appearing on the records of Employer or to such other address as
either
party may have furnished to the other in writing in accordance
herewith.
(iv) Expenses.
If
legal proceedings are necessary to enforce or interpret this Agreement, or
to
recover damages for breach, the prevailing party shall be entitled to recover
reasonable attorneys' fees, costs and disbursements of such proceedings,
in
addition to any other relief to which such prevailing party may be entitled.
Notwithstanding, the foregoing, in the event of legal proceedings to enforce
or
interpret this Agreement following a "change in control," Executive shall
be
entitled to recover from Employer: (a) reasonable attorneys fees, costs,
and
disbursements if Executive is the prevailing party; or (b) reasonable attorneys'
fees, costs and disbursements of up to $7,500 incurred in such proceedings
regardless of whether Executive is the prevailing party. Recovery of attorneys'
fees and costs following a "change in control" shall be in addition to any
other
relief to which Executive is entitled.
(v) Withholding.
Employer shall be entitled to withhold from amounts to be paid to Executive
under this Agreement any federal, state, or local withholding or other taxes
or
charges which it is from time to time required to withhold. Employer shall
be
entitled to rely on an opinion of counsel as to the amount or requirement
of any
such withholding .
(vi) Miscellaneous.
No
provision of this Agreement may be amended, waived or discharged unless such
amendment, waiver or discharge is agreed to in writing and duly executed
by
Executive and Employer or its successor in interest. This Agreement constitutes
the entire agreement between the parties with respect to the subject matter
hereof and supersedes all prior agreements and undertakings, whether written
or
oral, between the parties with respect thereto; no agreements or
representations, oral or otherwise, expressed or implied, have been made
by
either party with respect to the subject matter hereof. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of Wisconsin.
(vii) Validity.
The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.
(viii) Counterparts.
This
Agreement may be executed in several counterparts, all of which together
will
constitute one and the same instrument.
(ix) Headings.
Headings contained in this Agreement are for reference only and shall not
affect
the meaning or interpretation of any provision of this Agreement.
(x) Effective
Date.
The
effective date of this Agreement shall be the date indicated in the first
paragraph of this Agreement notwithstanding the actual date of execution
by any
party.
IN
WITNESS WHEREOF,
the
undersigned have duly executed this Agreement as of the date first above
written.
EXECUTIVE
/s/
Xxxxxxxxx Xxxx
MERCHANTS
AND MANUFACTURERS BANCORPORATION, INC.
/s/
Xxxxxxx Xxxxx
By:
Xxxxxxx Xxxxx
Title:
Chairman of the Board of Directors
