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EXHIBIT 10.2
CONSULTING AGREEMENT
THIS AGREEMENT, entered into this 16th of January, 1999, by and between
LEHIGH ONE INCORPORATED (hereinafter referred to as the "Corporation"), a
Florida corporation in the process of organizing a national bank to be situated
in Xxx County, Florida, which will operate under the name Lehigh Acres First
National Bank (hereafter referred to as the "Bank") and XXXXX X. XXXXX,
(hereinafter referred to as the "Consultant").
WITNESSETH:
WHEREAS, the Corporation is in the process of organizing the Bank and
is desirous of engaging the Consultant to assist it in certain organizational
matters; and
WHEREAS, the Consultant is desirous of providing consulting services to
the Corporation with regard to the organization of the Bank, and to serve as
President and Chief Executive Officer of the Bank after its charter has been
approved, which the bank is to be owned by a Bank Holding Company (the "Holding
Company"), which will be organized to own all of the stock of the Bank.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties hereto agree as follows:
1. ENGAGEMENT. The Corporation agrees to engage the Consultant and the
Consultant agrees to provide consulting services to the Corporation relating to
the regulatory process associated with the Corporation's application for the
Bank's charter and for permission to form the Bank Holding Company, and the
development of organizational and business plans relating to the operation of
the Bank and the Holding Company.
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2. TERM. The term of this Agreement shall commence on January 16, 1999,
and shall continue for a period of three months. In the event that the Bank
receives the necessary charter approval from the Office of the Comptroller of
the Currency and the Federal Deposit Insurance Corporation within the term of
this Agreement, the Bank will automatically extend this Agreement for an
additional six months or until the Bank has opened for business, but not to
extend past March 30, 2000.
3. SERVICES. The Consultant shall exert his best efforts and devote
substantially all of his time and attention to the organizational matters of the
Bank and the Holding Company.
4. COMPENSATION. As compensation for the Consultant's services, the
Corporation shall pay to the Consultant in advance a fee of Four Thousand
($4,000) Dollars per month until such time the charter application is approved
by all regulatory authorities. Upon receipt of an unconditional approval of the
charter or all conditional terms are met as requested by a regulatory authority,
the Corporation shall increase said compensation to Six Thousand Five Hundred
($6,500) per month the next payment date. The increased rate of compensation
will remain in effect until the Bank has opened for business.
5. EXPENSES.
a.) INSURANCE. The Corporation will provide the Consultant
with mutually agreeable insurance policies covering health, dental, life and
disability. Alternatively, the Corporation may reimburse the Consultant for the
cost of continuing Consultant's existing group health, dental, life and
disability insurance until such time as the Consultant and the Bank enter into
Employment Agreement, as hereinafter. The cost of said insurance payments shall
not exceed $600.00 per month.
b.) OTHER EXPENSES. The Consultant shall also be entitled to
reimbursement for all reasonable expenses incurred by him in the performance of
his duties upon presentation of a voucher, and appropriate receipts, indicating
the amount and the business purposes.
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6. TERMINATION. In the event of the Consultant's death or in the event
the Consultant is prevented from rendering services by-reason of illness,
incapacity or injury for a period of sixty (60) consecutive days during the term
of this Agreement or in the event the Consultant fails to perform the services
required hereunder, then and in such event the Corporation may terminate this
Agreement upon written notice to the Consultant. If the Agreement is terminated
for other than cause, as cause is defined in the Employment Agreement dated
October 9, 1998, and the Consultant has commenced providing services, then the
Corporation shall continue to compensate the Consultant under Section 4 above
for a period of two weeks from date of notification In the event Consultant
voluntarily terminates his services then the Consultant shall receive no further
compensation.
The Consultant agrees that for a period of nine (9) months after
termination of his employment with the Corporation in any manner with, whether
with or without cause, Consultant will not, within fifty miles of the
Corporation's headquarters located at 0000 Xxx Xxxxxxxxx, Xxxxxx Xxxxx,
Xxxxxxx, directly or indirectly engaging in the business of banking, or in any
competitive business shall include engaging in such business as owner, partner
or agent, or as employee or consultant of any person, firm or corporation
engaged in such business, or in being interested directly or indirectly in any
such business conducted by any person, firm or corporation.
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7. RATIFICATION OF EMPLOYMENT AGREEMENT. In the event the Bank is
granted its charter and the requisite amount of capital has been raised to
permit the Bank to open for business, the shareholders of the Corporation agree
to ratify and approve, on behalf of the Bank, the Employment Agreement dated
October 9, 1998. The shareholders of the Corporation shall also cause the Board
of Directors of the Bank to ratify and approve such Employment Agreement. Upon
approval by the Bank's Board of Directors of the Employment Agreement, the
Consultant agrees to enter into said Employment Agreement and perform the duties
enumerated therein as the President and Chief Executive Officer of the Bank.
Each shareholder of the Corporation represents to the Consultant that he will
vote for the approval of said Employment Agreement at the initial Board of
Directors meeting of the Bank, and that they, as a group, will have sufficient
votes to ratify said Employment Agreement.
8. NOTICES. All notices request, demands and other communication
provided for by this Agreement shall be in writing and shall be deemed to have
been given at the time and then mailed at any general or branch United States
Post Office enclosed in a certified, postage pre-paid envelope, and addressed to
the address of the respective parties states below, or as such party may have
fixed by notice:
To the Corporation:
0000 Xxx Xxxxxxxxx
Xxxxxx Xxxxx, Xxxxxxx 00000
To the Consultant:
Fairways I, Apartment 000X
Xxxx Xxxxxxxxx
Xxxxxx Xxxxx, Xxxxxxx 00000
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9. SUCCESSORS AND ASSIGNS. This agreement shall inure to the benefit of
and be binding upon the Corporation and its successors. The Consultant may not
assign his right to payment nor his obligations under this Agreement.
10. GOVERNING LAW. This agreement shall in all respects be interpreted,
construed and governed by and in accordance with the laws of the State of
Florida.
11. MISCELLANEOUS. This agreement supersedes all prior understandings and
agreements between the parties, and may not be amended orally, but only in
writing signed by the parties hereto.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to
be duly executed and delivered as of the day and year first above written.
LEHIGH ONE INCORPORATED
By: /s/ Xxxxx X. Xxxx
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XXXXX X. XXXX, President
Attest: /s/ Xxxxxxxx Xxxx
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XXXXXXXX XXXX, Vice President
(CORPORATE SEAL)
/s/ Xxxxx X. Xxxxx
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XXXXX X. XXXXX, Consultant
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