Exhibit 10(a)
[LETTERHEAD OF JMP FINANCIAL,
INC. APPEARS HERE]
July 17, 1997
Xx. Xxxxxx X. Xxxxxxx
Chief Executive Officer
Mooresville Savings Bank SSB
000 Xxxxx Xxxx Xxxxxx
Xxxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Dear Xx. Xxxxxxx:
JMP Financial, Inc. ("JMP") is pleased to present this Agreement to
Mooresville Savings (the "Bank" or "Mooresville Savings") to act as appraiser in
its mutual-to-stock conversion and to prepare a business plan for the Bank in
accordance with state and federal regulations. JMP is pleased to have the
opportunity to associate itself with Mooresville Savings and believes that it is
uniquely suited to serve the needs of Morresville Savings.
Services Provided
-----------------
JMP Financial will provide an initial appraisal of the fair market value of
Mooresville Savings and will update this appraisal as required by Moorseville
Savings or its regulators according to the terms of this agreement.
JMP Financial will also prepare a business plan for Mooresville Savings in
compliance with federal regulations for filing with its application for
conversion.
Fees
----
JMP's fees for appraisal services will be $16,000 and its fee for the
business plan will be $11,500. Mooresville Savings shall also reimburse JMP for
its reasonable out-of-pocket expenses of JMP as they are accrued.
Fees shall be payable according to the following schedule:
. Upon execution of this Agreement -- $10,000
. Upon filing of the Appraisal -- $ 7,000
. Upon filing of the Business Plan -- $ 7,000
. Upon the earlier of closing of conversion to stock form or one year after
execution of this Agreement -- All remaining fees and expenses
Indemnification
---------------
The Bank agrees to indemnify and hold harmless JMP and each of its
officers, directors, employees and agents, and each person who controls JMP
within the meaning of Section 15 of the Securities Act of 1933, against any and
all loss, claim, damage, liability
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Xx. Xxxxxxx
July 17, 1997
and expense (including reasonable attorney's fees) arising in connection with
the performance of JMP's responsibilities thereunder, including any litigation
arising from this Agreement or involving the subject matter hereof. Provided,
however, that the Bank shall have no liability to JMP to the extent that any
loss, claim, damage liability, or expense is found by a court of proper
jurisdiction to have resulted from the willful misconduct, bad faith or gross
negligence of JMP or any of its agents. Further, JMP shall notify the Bank
promptly of the assertion of any claim against it in connection with the
performance of JMP's responsibilities in connection with the conversion of the
Bank from mutual-to-stock form or arising under this Agreement or involving the
subject matter hereof. The Bank agrees that the indemnification and
reimbursement commitment set forth in this agreement shall apply upon written
notice to the Bank and regardless of whether JMP is a formal party to any such
lawsuits or other proceedings; that JMP is entitled to separate counsel of its
choice in connection with any of the matters to which such commitment relate;
and that such commitments shall extend upon the same terms set forth in this
agreement, to any controlling person, director, officer, employee or agent of
JMP and shall survive any termination of this Agreement.
Confidentiality
---------------
As part of this Agreement JMP agrees to hold all information provided by
the Bank and to conduct all discussions with others in the strictest confidence
possible in keeping with the performance of its services contemplated hereby.
Reliance Upon Information Provided by Mooresville Savings
---------------------------------------------------------
Mooresville Savings understands that all analysis, opinions, conclusions
and recommendations which are to be proffered by JMP will rely on the accuracy
of information from and representations made by the bank and its employees and
officers.
Notices
-------
All notices required or permitted hereunder shall be in writing and shall
be deemed delivered when personally served, or, three days, after being
deposited in the United States mail, registered or certified, return receipt
requested, as addressed as follows
If to JMP Financials, Inc.
--------------------------
JMP Financials, Inc.
000 Xxxxx Xxxxxx
Xxxxxx Xxxxxx Xxxx, Xx. 00000
Attn: Xx. Xxxx X. Xxxxxx
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Xx. Xxxxxxx
July 17, 1997
If to Mooresville Savings Bank, SSB
-----------------------------------
Mooresville Savings Bank SSB
000 Xxxxx Xxxx Xxxxxx
Xxxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Xx. Xxxxxx Xxxxxxx
Complete Agreement
------------------
This Agreement sets forth the entire understanding among the parties as to
the subject matter hereof and supersedes any other understanding or
arrangement, written or oral, express or implied, between the parties.
Effectiveness of Agreement - Separability
-----------------------------------------
If any provision of this Agreement is held to be void, unenforceable,
unlawful or invalid, all of the other provisions hereof nevertheless continue
in full force and effect as if such void, unenforceable, unlawful or invalid
provisions were omitted. If any provision hereof shall be held to be void,
unenforceable, or invalid by reason of the scope thereof, then such provision
shall be construed and enforced to the extent of the fullest valid and
enforceable scope thereof.
Amendments
----------
This Agreement may not be amended except by written instrument signed by
an officer of all parties at the time of the amendment, any other attempted
amendments or supplements shall have no force or effect.
We look forward to working with you and are prepared to proceed as soon as
you deem it appropriate. If this Agreement meets with your approval please
indicate so by executing below.
Very truly yours,
/S/[SIGNATURE APPEARS HERE]
Xxxx Xxxxxxx Xxxxxx
JMP Financial, Inc.
President
ACKNOWLEDGEMENT AND ACCEPTANCE
------------------------------
Mooresville Savings Bank SSB
By: /s/ [SIGNATURE APPEARS HERE]
-----------------------------
Its: President
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