Exhibit 10(xx)
Exhibit No. 10(xx) Consultant Agreement dated January 3, 1997 between
Mid America Federal Savings Bank and Xxxx X. Xxxxx
1
XXXX X. XXXXX
CONSULTANT AGREEMENT
--------------------
This Consultant Agreement made this 3rd day of January, 1997 between Xxxx
X. Xxxxx of 0000 Xxxxxxxxxx Xxxxx, Xxxx xx Xxxxxxxxxx, Xxxxxx of Will, State of
Illinois, herein referred to as a Consultant, and Mid America Federal Savings
Bank, a corporation whose principal place of business is located at 00xx &
Xxxxxx, Xxxxxxxxx Xxxxx, Xxxxx of Illinois, hereinafter referred to as the Bank.
The parties stipulate and recite that:
A. Xxxx X. Xxxxx has been employed in various capacities with the Bank
since 1953 including most recently, as a Senior Vice President since
May, 1984.
B. Xxxx X. Xxxxx retired as an employee of the Bank on January 3, 1997.
C. The Bank is desirous of retaining the services of Xxxx X. Xxxxx for a
period of time based on her extensive experience in the field of
residential lending and based on her knowledge of the banking industry.
For the reasons recited above, and in consideration of the mutual covenants
contained within this Agreement, the Bank and Consultant agree as follows:
SECTION ONE
TERM OF EMPLOYMENT
------------------
The Bank hereby retains Xxxx X. Xxxxx as a Consultant and Xxxx X. Xxxxx
accepts such position with Mid America for a term beginning on July 4, 1997 and
ending on December 31, 1997.
Either party may cancel this Agreement on sixty days notice to the other
party in writing by certified mail or personal delivery.
Furthermore, this Agreement shall cease upon the death of the Consultant.
2
SECTION TWO
DUTIES OF CONSULTANT
--------------------
The Consultant will render advisory and consulting services during the term
of this contract, and will give the Bank the benefit of her special knowledge,
skill, contacts and business experience in the fields of residential lending,
mergers and acquisitions and the banking industry. Consultant shall respond to
reasonable requests for advice and consultation on matters connected with
residential lending, mergers and acquisitions, banking and financial services
during regular business hours.
SECTION THREE
FEES
----
For her services as a Consultant for the period covered by this Agreement,
Consultant shall be paid consulting fees equal to Three Thousand and No/100
($3,000.00) per month commencing July 31, 1997.
Consultant shall be reimbursed by the Bank for her out-of-pocket expenses
incurred in rendering such consulting services. The Bank will provide
Consultant with, and will cover the expenses for, secretarial services and a
company car for business purposes.
SECTION FOUR
PRACTICE BY CONSULTANT
----------------------
Consultant may engage in the practice of advising the Bank and its
affiliates, except that Consultant may not represent in such capacity, any of
the clients of the Bank, or the clients of an assignee of this contract, who are
such clients at that time. Consultant shall not provide consulting services to
any persons, individuals, partnerships, corporations, or other entities who are
in
3
competition with the Bank, including clients of the Bank, and Consultant shall
not become an employee, officer or director of another person, individual,
partnership, corporation, or other entity that operates in competition with the
Bank, unless consent is granted in writing by Employer.
Provided that the Bank is not in default hereof, the Consultant covenants
and agrees that she will not during the term which she is entitled to receive
consulting fees hereunder, engage directly or indirectly in any business (other
than that of the Bank or its affiliates) which is competitive with that business
in which the Bank or its affiliates is now engaged.
SECTION FIVE
ASSIGNMENT
----------
The Bank's rights under this contract may be assigned by it to any firm
engaged in residential lending, banking or financial services which the Bank may
form or which succeeds the Bank in its business. Upon such assignment, the
assignee shall assume and perform all the Bank's obligations under this
contract.
SECTION SIX
INDEPENDENT CONTRACTOR
----------------------
Both the Bank and the Consultant agree that the Consultant will act as an
independent contractor in the performance of her duties under this Agreement.
Accordingly, the Consultant shall be responsible for payment of all taxes,
including federal and state income taxes, social security or self-employment
taxes, unemployment insurance taxes and any other taxes or business license fees
as required.
SECTION SEVEN
CONFIDENTIAL INFORMATION
------------------------
4
The Consultant agrees that any information received by the Consultant
during any furtherance of the Consultant's obligations in accordance with this
Agreement, which concerns the personal, financial or other affairs of the Bank
or its affiliates will be treated by the Consultant in full confidence and will
not be revealed to any other persons, firms or organizations.
In witness whereof, the parties have executed this Agreement at Clarendon
Hills, Illinois on this 24th day of June, 1997.
/s/ Xxxx X. Xxxxx
---------------------------------
Xxxx X. Xxxxx, Consultant
/s/ Xxxxx X. Xxxxxxx
---------------------------------
Xxxxx X. Xxxxxxx, Chairman of the Board and
Chief Executive Officer
Mid America Federal Savings Bank
5
