FELDMAN FINANCIAL ADVISORS, INC. 1725 K STREET, NW * SUITE 205 WASHINGTON, DC 20006 (202) 467-6862 * FAX (202) 467-6963
EXHIBIT 10.4
| XXXXXXX FINANCIAL ADVISORS, INC. |
| 0000 X XXXXXX, XX * XXXXX 000 XXXXXXXXXX, XX 00000 (000) 000-0000 * FAX (000) 000-0000 |
May 31, 2006
Confidential
Board of Directors
Citizens Community Bancorp
0000 Xxxxxxxxx Xxxxxx
Xxx Xxxxxx, Xxxxxxxxx 00000
Members of the Board:
This letter agreement ("Agreement") describes the terms under which Xxxxxxx Financial Advisors, Inc. ("Xxxxxxx Financial") will assist Citizens Community Bancorp ("Citizens") with the business plan ("Business Plan") to be submitted to regulators in conjunction with Citizens' second stage stock offering. The services we will provide and our fees for this proposal are explained in this Agreement.
Description of Engagement
Under Citizens' direction, we will prepare the text to be submitted in support of the Business Plan. We will prepare demographic, economic, or geographic data needed for the Business Plan. The Business Plan that we will provide will include the text and other information as required. We also will provide the financial projections and other financial information for the Business Plan. Our preparation of the Busines Plan will be based on information Citizens provides to us regarding Citizens' future business. After submission of the Business Plan and, as part of our service under this Agreement, we will be available to provide additional services in relation to the Business Plan, including assisting with preparation of your responses to questions or comments from the regulators while the regulators evaluate the Business Plan. Citizens will be responsible for final approval of the Business Plan and other information before submission to applicable regulators.
Fees and Expenses
Our professional fee for assisting with the deveopment and submission of the Business Plan will be $20,000, payable in two installments: (i) $5,000 retainer fee due upon acceptance and execution of this Agreement; (ii) $15,000 due upon filing the Business Plan with the applicable regulators. If, after submission of the Business Plan, further services are required of Xxxxxxx Financial by Citizens with respect to the Business Plan, Xxxxxxx Financial will perform such services at our hourly rates that correspond ot the attached fee schedule. This work, if required, will be capped at $5,000. In addition, we will invoice you for actual out-of-pocket expenses for data purchases, copying, express mail, travel, and other costs incurred in connection with providing the professional consulting services under this Agreement. Out-of-pocket expenses will not exceed $1,500 wihout Citizen's prior approval.
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XXXXXXX FINANCIAL ADVISORS, INC.
Board of Directors
Citizens Community Bancorp
May 31, 2006
Page 2
Termination* * *
Citizens may terminate this Agreement at any time by providing notice of such termination to Xxxxxxx Financial. The "Termination Date" shall be either: (i) the date oral notice of such termination is provided to Xxxxxxx Financial, as long as written notice is received within three business days thereafter, or (ii) if oral notice is not provided, the date Xxxxxxx Financial receives the written notice of termination.
In the event of termination prior to submission of the Business Plan, Citizens will pay Xxxxxxx Financial for all time incurred in preparing the Business Plan through the Termination Date at an hourly rate that corresponds with the aforementioned fee schedule. Such charges shall not exceed $20,000. In addition, Citizens will pay Xxxxxxx Financial for all expenses incurred through the Termination Date.
Financial Information and Confidentiality
Citizens will use its best efforts to assure Xxxxxxx Financial that Citizens will provide such information as Xxxxxxx Financial may reasonably request to prepare the Business Plan. Citizens acknowledges that in performing services hereunder, Xxxxxxx Finacial will be relying on the information furnished by Citizens, and Citizens further acknowledges that Xxxxxxx Finacial will not independently verify the accuracy and completeness of such information.
Citizens agrees that the intended use of the Business Plan is only for submission with the appropriate regulatory authorities and for other internal purposes. Citizens will not use the product of Xxxxxxx Financial's services under this Agreement in any other manner, including references within a proxy statement or offering circular, without the express written consent of Xxxxxxx Financial.
Xxxxxxx Financial agrees to hold in confidence all information Citizens provides pursuant to this Agreement, other than information which is or becomes publicly available, unless such disclosure is approved by Citizens or otherwise requried by law. Similarly, Citizens agrees to hold in confidence all information provided by Xxxxxxx Financial pursuant to this Agreement, other than information that is or becomes publicly available, unless such disclosure is approved by Xxxxxxx Financial or otherwise requried by law.
Sole Terms of Agreement
This Agreement embodies the sole terms of agreement between Citizens and Xxxxxxx Financial with respect to the engagement of Xxxxxxx Financial to prepare the Business Plan. This Agreement can be modified only if such modification is stated in writing and signed by both Citizens and Xxxxxxx Financial.
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XXXXXXX FINANCIAL ADVISORS, INC.
Board of Directors
Citizens Community Bancorp
May 31, 2006
Page 3
To indicate your acceptance of the terms in this Agreement, please sign below and return one original of this letter to me with a check for $5,000, such payment to be credited as the retainer fee.
| Sincerely, Xxxxxxx Financial Advisors, Inc. /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx President |
Attachment
AGREED AND ACCEPTED BY:
CITIZENS COMMUNITY BANCORP
| By: | /s/ Xxxxx X. Xxxxxx |
| Title: | CEO |
| Date: | 6-12-06 |
Attachment
| XXXXXXX FINANCIAL ADVISORS, INC. |
| 0000 X XXXXXX, XX * XXXXX 000 XXXXXXXXXX, XX 00000 (000) 000-0000 * FAX (000) 000-0000 |
SCHEDULE OF PROFESSIONAL FEES AND EXPENSES
|
PROFESSIONAL FEES |
| Xxxxxxx Financial Advisors, Inc.'s hourly billing rates for professional services are shown below. Actual time expended for depositions and courtroom testimony is billed at twice the stated hourly rate. |
| Title | Hourly Rate |
| President | $325 |
| Principal | $275 |
| Director | $275 |
| Senior Vice President | $225 |
| Vice President | $200 |
| Research Staff | $100 |
|
REIMBURSABLE EXPENSES |
| Out-of-pocket expenses (including, but not limited to, transportation, lodging and meals, express and regular mail, document delivery services, purchase of data or reference materials, color photocopying, and telephone/fax) are billed without mark-up. The charge for in-house duplication of documents is $0.20 per page. |
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