EXHIBIT 10.4
Memorandum of Understanding
The memorandum of understanding is between Carolina National
Corporation (the "Company") and Xxx Xxxxxx.
Background
The Company is in the process of organizing a commercial bank in the
Columbia, South Carolina area (the "Bank"). The Company wishes to retain the
services of Xx. Xxxxxx as an independent contractor to consult on marketing
matters and to provide the services stated below to assist the Company and the
Bank in their marketing efforts.
Responsibilities/obligations of Xx. Xxxxxx:
(1) Be the ambassador of the Bank, i.e. publicly identify with and
personify the Bank as its voice, face, etc.
(2) Serve as the Bank's featured celebrity talent in broadcast, print and
other media advertising.
(3) Emcee Bank related events and make public promotional appearances on
behalf of the Bank.
(4) Consult and work with the Bank and its other marketing and advertising
professionals to enhance Bank's public relations, design xx xxxxxxxxx,
prepare advertisements, scripts, copy, etc.
(5) Recommend/refer prospective customers and positively promote the
Bank's image, objectives, products and services.
(6) Generally identify with and communicate his affinity with and support
for the Bank.
(7) The services described in (1) - (6) shall be provided at mutually
convenient times, places and frequencies giving due recognition to the
facts that Xx. Xxxxxx is retired, has other responsibilities and his
services under this memorandum are not intended to be a full time job.
(8) Not to perform similar services for any other financial institutions
while receiving compensation from the Company.
Responsibilities/obligations of Company:
(1) Pay Xx. Xxxxxx a retainer of $200.00 per month for four months of
minimal required services beginning with the date of signing of this
memorandum and $1,500.00 per month thereafter for the next twenty
months.
(2) Reimburse reasonable expenses incurred by Xx. Xxxxxx in the
performance of his obligations under this memorandum which are
deductible by the Company under I.R.S. guidelines and to include such
things as meals, and any transportation expenses outside of Richland
and Lexington Counties.
(3) Provide Xx. Xxxxxx with reasonable and necessary materials, equipment,
supplies and assistance to perform his obligations under this
memorandum.
(4) Keep Xx. Xxxxxx informed regarding Bank's desired image, objectives,
products, services, etc.
(5) Work with Xx. Xxxxxx and other marketing and advertising professionals
to develop promotional ideas, design xx xxxxxxxxx, prepare
advertisements, etc.
Termination
(1) This memorandum will terminate automatically two years after the date
on which it is signed, but may be extended by mutual consent.
(2) The Company may terminate this memorandum if the Bank fails to receive
a charter, Xx. Xxxxxx dies or becomes disabled so that he cannot
perform his obligations under this memorandum.
Other
(1) The Company shall have the right to assign its rights and obligations
under this memorandum to the Bank.
(2) The Company will issue Xx. Xxxxxx 1,500 shares of its common stock in
lieu of the first $15,000 of payments due under this memorandum. The
stock will be issued upon signing of this memorandum and will be held
in escrow by the Company to be released from escrow as payments under
this memorandum are due (at $10.00 per share). Xx. Xxxxxx shall have
the right to vote the stock while it is in escrow. Should any stock
remain in escrow upon termination of this memorandum, that stock will
revert to the Company and Xx. Xxxxxx will have no further rights with
respect to such stock.
Signed at Columbia, South Carolina on April __, 2001.
[SIGNATURES OMITTED]
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