EXHIBIT 10(c)
CONSULTING AGREEMENT
Agreement made this ____ day of __________, 2002, by and between Merchants
& Manufacturers Bancorporation, Inc., a Wisconsin corporation, which maintains
its principal office at 00000 Xxxx Xxxxxxxx Xxx., Xxx Xxxxxx, Xxxxxxxxx,
hereafter referred to as "Merchants"; and Xxxxx Xxxxxxx, an individual, who
maintains his residence at 0000 Xxxxxxx Xxxxx Xxxx, Xxxxxxxxxx Xxxxxxxxx,
hereafter referred to as "Consultant".
RECITALS
WHEREAS, Merchants is a multi-bank holding company with several
wholly-owned banking subsidiaries, of which three were acquired by Merchants
from Fortress Bancshares, Inc., an Iowa multi-bank holding company; and
WHEREAS, Consultant is experienced in the business of banking and would be
of substantial value to Merchants and several of its subsidiary banks; and
WHEREAS, Merchants does desire to engage an independent consultant with the
experience and expertise of Consultant to assist in various activities as set
forth hereunder; and
WHEREAS, Consultant is willing to assist Merchants on a nonexclusive basis
on certain specific terms and conditions,
NOW THEREFORE, as an inducement to Consultant to consult with and advise
Merchants in those matters which are within the area of his expertise; and for
good and other valuable consideration; and on the terms, provisions, and
conditions hereof, the parties agree as follows:
SECTION ONE
INCORPORATION BY REFERENCE
The foregoing recitals are incorporated herein by this reference; and this
agreement shall be construed by reference thereto.
SECTION TWO
NATURE AND TERM OF SERVICE
Merchants agrees to engage the services of Consultant and Consultant agrees
to perform services as Consultant for a term which shall continue from the date
hereof for a period of twenty-four (24) months unless terminated by either party
for any reason upon written notice, of not less than sixty (60) days.
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Consultant shall make reasonable efforts to be available to work at
reasonable periods of time, upon reasonable notice, for the purposes of
performing the services required by Merchants, the nature of which are described
more fully in this agreement; upon the specific condition however, that such
services shall be within the expertise of consultant as known to Merchants, and
as reasonably agreed upon by Merchants and Consultant.
SECTION THREE
DUTIES AND RESPONSIBILITIES
During the term of this agreement the Consultant shall devote his
nonexclusive services to the discharge of any duties and responsibilities
delegated to him by the Chairman of Merchants, for the purposes contemplated by
this agreement and specifically within the expertise of Consultant. Said duties
shall include the direct supervision of and chairmanship of the Operating
Committee which serves to coordinate activities between the Fortress Bank of
Xxxxxx, the Fortress Bank of Cresco, and Fortress Bank, N.A.
Consultant will work closely with the Chairman of Merchants and with other
Officers delegated by him in an effort to efficiently and expertly accomplish
any task that is delegated to him, but that Consultant will use his own
knowledge and skills in the discharge of the duties that are delegated to him,
all within reasonable commercial standards and in compliance with all pertinent
federal and state banking laws and regulations.
SECTION FOUR
COMPENSATION
In consideration of all services rendered during the term of this
agreement, including any necessary travel time, Consultant shall be compensated
at a rate of $10,000.00 per year, which compensation shall be due and payable at
the end of each month.
Merchants will not deduct federal, state, and social security taxes, or
xxxxxxx'x compensation, or unemployment insurance premiums, from such
compensation, the payment of which shall be the sole and exclusive
responsibility of Consultant as an independent contractor. Consultant shall also
be responsible for any and all pertinent benefit items including, but not
limited to retirement plan contributions, and medical and dental insurance
premiums.
SECTION FIVE
RELATIONSHIP OF PARTIES
The parties to this agreement stipulate that Consultant is an individual,
and that the relationship created by this agreement is that of a
principal-independent contractor; and that Consultant is not an employee of
Merchants or any of its subsidiaries; and that
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Consultant is not entitled to benefits normally provided by Merchants to an
employee. It is further agreed and understood that by reason of the independent
contractor status of consultant, Merchants will not withhold from compensation
paid to Consultant any sums for federal and state withholding taxes and/or FICA
taxes, and/or unemployment or workmen's compensation insurance.
Consultant may operate his business for the benefit of others during those
periods when consultant is not performing work under this contract for
Merchants.
Consultant will be responsible for, and shall hold Merchants harmless by
reason of any negligence, or intentional acts or omissions that may cause damage
to any person or party as a result of his performance of this agreement.
SECTION SIX
TERMINATION
Either party may terminate this agreement upon sixty (60) days written
notice to the other. Further, this agreement will terminate upon the death or
disability of Consultant.
SECTION SEVEN
CONFIDENTIALITY
Consultant acknowledges that any information Consultant has obtained or
will obtain in the future regarding the operation of Merchants or its
affiliates, its products, services, policies or any other aspect of its business
is confidential; and shall not be reveled or disclosed to any person, company,
or other entity without the express written permission of Merchants. Consultant
acknowledges that he is aware of, and will adhere to, the restrictions of the
privacy provisions of the Xxxxx-Xxxxx-Xxxxxx Act, and as amended from
time-to-time. This provision shall be in full force and effect from the
effective date of this agreement, and shall survive the termination of this
agreement unless extended due to the provisions of any pertinent law or statute.
SECTION EIGHT
CHANGES AND ALTERATIONS
No change, alteration, modification, or addition to this agreement shall be
effective unless in writing and properly executed by the parties hereto.
SECTION NINE
ASSIGNMENT
This agreement may not be assigned or otherwise transferred by either party
hereto.
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SECTION TEN
OTHER AGREEMENTS
This agreement supersedes all previous agreements and understandings with
respect to the matters covered hereby. Agreements dated prior to the execution
of this agreement between Consultant and Merchants are hereby amended to conform
to this agreement.
SECTION ELEVEN
APPLICABLE LAW
This agreement and any disputes relating thereto shall be construed under
and pursuant to the laws of the State of Wisconsin.
SECTION TWELVE
CONTRACT TERMS EXCLUSIVE
This agreement constitutes the entire agreement between the parties hereto
and the parties acknowledge and agree that neither of them has made any
representations with respect to the subject matter of this agreement, or any
representations inducing the execution and delivery hereof; except as
specifically set forth herein; and each of the parties hereto acknowledge that
he or it has relied on its own judgment in entering the same.
IN WITNESS WHEREOF, the parties hereto have executed this agreement on the
date first written above.
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Xxxxx Xxxxxxx, Consultant
Merchants & Manufacturers Bancorporation, Inc.
By:_________________________
Xxxxxxx Xxxxx, Chairman of the Board
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