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Exhibit 10.8
MANAGEMENT AGREEMENT
THIS AGREEMENT, made and entered into this 21 day of January, 1997 by and
between FIRST WESTERN CORP., a Nebraska corporation, hereinafter referred to as
"FWC" and Western Management Corporation, a Nebraska corporation, hereinafter
referred to as "WMC".
WITNESSETH:
WHEREAS: FWC desires to avail itself of the services of WMC and utilize its
managerial ability be entering into a management agreement with WMC.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:
I. EFFECTIVE DATE: The effective date of this agreement is January 1, 1998.
II. TERM: The term of this agreement shall be for a period from and after
the effective date thereof to the date of the annual meeting of the Board of
Directors for the year 1998 and shall remain in force and effective from year to
year thereafter, upon renewal hereof in accordance with Article III below.
III. RENEWAL, MODIFICATION AND TERMINATION: Renewal of this agreement shall
be made by ratification thereof by the Board of Directors of FWC each year at
its annual meeting, beginning with the year 1998, which ratification shall
approve the contract for the coming year. For purposes of this agreement the
"year" referred to in this paragraph shall mean the period beginning with the
date of the annual meeting of the Board of Directors of FWC to the date of the
next such annual meeting as prescribed by the By-laws of FWC. It is mutually
understood and agreed by and between the parties hereto that this agreement and
all terms and conditions therein contained are subject to negotiations and
amendment at each of the said annual meetings of the Board of Directors and that
such agreement may be terminated or renewed by either party.
IV. DELEGATION: It is further mutually understood and agreed that the
formulation of Company policy is not hereby delegated to FWC and that the
function of the Board of Directors of FWC shall not be modified or abridged by
the execution of this agreement. Likewise the appointment of WMC as manager
hereunder shall not operate to relieve the Board of Directors of FWC, or any
member thereof, of any responsibility imposed upon it by law.
V. SERVICES: Subject to the control and supervision of the Board of
Directors of FWC, WMC shall, during the term of this contract, provide services
as set forth below in the management of FWC. Such services shall include, but
not be limited to:
1. Strategic planning
2. Tax planning and Budgeting
3. Business development
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Exhibit 10.8
4. Salary administration
5. Bond and security purchase planning
6. Community and industry relation
7. Marketing
8. Replacement and continuity of management
9. Other tasks as may be assigned by the Board
10. Membership on loan committee and problem loan resolution
11. Quarterly and annual filings of required Federal Reserve Reports
VI. COMPENSATION: For and in consideration of the functions described, FWC
agrees to pay the sum of $9,000.00 (Nine thousand and no/100's dollars)
annually. Paid in monthly installments of $750. Additional fees, based on
billing statement from WMC, for over 100 hours annually, may be billed at an
hourly rate of $85.00 per hour for Xxxx X. Xxxxx, $65.00 per hour for Xxxx X.
Xxxxxxx, $65.00 per hour for Xxxxxxx X. Xxxxx and $65.00 per hour for Xxxxxxx X.
Xxxxxx, shall be due and payable upon approval at the FWC December Board
meeting. All out of pocket expenses of WMC personnel will be reimbursed by FWC.
If in the opinion of FWC, the Holding Company is unprofitable or unable to make
such payment, all or any part of the payment due may be deleted. FWC management
has determined this fee to be reasonable based on a survey of like type of
service available in the market place.
VII. LIABILITY: Neither WMC nor the personnel furnished by it shall be liable
for mistakes or errors in judgement relating to the operations of and shall not
be liable for any loss or mistakes of law by an officer furnished by it.
VIII. BINDING EFFECT: It is further agreed that this contract shall be binding
upon all parties hereto and upon all parties hereto and upon their successors
and assigns.
IX. AGREEMENTS: This agreement shall continue in force from year to year
until cancelled.
WITNESS our hands and seal this 21 day of January , '97.
WESTERN MANAGEMENT CORPORATION FIRST WESTERN CORPORATION
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxx X Xxxxx
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