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EXHIBIT 10(c)
EMPLOYMENT AGREEMENT BETWEEN REGISTRANT AND XXXXXX XXXXXXXXX
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EXHIBIT 10(C)
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of the 8th day of September 2000, between
MERCHANTS AND MANUFACTURERS BANCORPORATION, INC. (the "Employer"), a Wisconsin
corporation, its successors and assigns, and Xxxxxx X. Xxxxxxxxx (the
"Executive").
RECITALS
WHEREAS, Executive is a valued, employee of Employer or its
subsidiaries, whose experience in the industry and continued employment will
benefit the Employer in the future; and
WHEREAS, Employer desires to provide for management continuity and
stability and for the continued services of Executive.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth below:
1. EMPLOYMENT. Employer, shall continue to employ Executive and the
Executive shall continue to serve, on the terms and conditions set forth herein
for the period provided in Section 2.
2. TERM OF EMPLOYMENT. The period of Executive's employment under this
Agreement shall be deemed to have commenced as of the date first above written
and shall continue for a period of thirty-six (36) calendar months thereafter.
Commencing, on the first anniversary date of this Agreement, and continuing at
each anniversary date thereafter, the Agreement shall renew for an additional
twelve (12) months such that the remaining term shall be thirty-six (36) months
unless written notice is provided by either party at least sixty (60) days prior
to any such anniversary date, that the Agreement shall terminate at the end of
twenty-four (24) months following such anniversary date. Prior to the renewal or
non-renewal of the Agreement, the Board of Directors or the Executive
Personnel/Compensation Committee will conduct a performance evaluation of the
Executive for the purpose of determining whether to extend the Agreement, and
the results thereof shall be included in the minutes of the Board or Executive
Personnel/Compensation Committee meeting. The term of employment under this
Agreement, as in effect from time to time, shall be referred to as the
"Employment Term."
3. POSITIONS AND DUTIES. Executive shall serve Employer as President of
the Financial Services Division of Employer. Executive shall provide such
management services as are customarily performed by persons serving in similar
capacities at other bank holding companies or their affiliates, and perform such
other duties as may be appropriate to his position and as may be from time to
time determined by Employer's Board of Directors to be necessary to its
operations and in accordance with its by-laws. During the Employment Term,
Executive shall
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devote all his working time and efforts to the business and affairs of the
Employer and shall not engage in any activity which is competitive with or
adverse to the business of the Employer or any of its affiliates whether done as
a partner, director, officer, employee, shareholder of or consultant or advisor
to any other business.
4. COMPENSATION. As compensation for services provided pursuant to this
Agreement, Executive shall receive the compensation and other benefits set forth
below:
(i) BASE SALARY. During the Employment Term, Executive shall
receive an annual base salary ("Base Salary") in such amounts as may
from time to time be approved by the Board or the Executive
Personnel/Compensation Committee of Employer. The Base Salary in
effect as of the Commencement Date shall be $150,000.00. Such amount
shall be subject to review and to annual adjustment by the Board or
the Executive Personnel/Compensation Committee in accordance with
Employer's normal personnel practices. No increase in Base Salary or
other compensation shall limit or reduce any other obligation of
Employer. Executive's Base Salary and other compensation shall be paid
in accordance with Employer's regular payroll practices. Review and
adjustment of Executive's Base Salary shall be done on a basis
comparable to, and applied uniformly with, that utilized for other
executives of Employer and/or its affiliates.
(ii) BONUS PAYMENTS. In addition to Base Salary, Executive shall
be entitled, during the Employment Term, to participate in and receive
payments from all bonus and other incentive compensation plans as in
effect from time to time on the same basis as other executive officers
of Employer.
(iii) OTHER BENEFITS. During the Employment Term, Employer shall
provide to Executive, in addition to Base Salary, such other benefits
of employment (or, with Executive's consent, equivalent benefits) as
are made generally available to other executive officers of Employer.
Such benefits include participation in any group health, life,
disability, or similar insurance program and in any pension, profit
sharing, deferred compensation, 401(k) or other similar retirement
program provided. Executive shall also have the right to participate,
on the same basis as other executives of Employer or its affiliates,
in any stock purchase, stock option or stock appreciation rights
plans, or other stock-based program made available to such executive
officers.
Executive shall be entitled to vacation, sick time, personal days
and other perquisites in the same manner and to the same extent as
provided other executives of Employer.
Nothing contained herein shall be construed as granting Executive
the right to continue in any benefit plan or program, or to receive
any other perquisite of employment, provided under this section 4(iii)
(except to the extent Executive had previously earned or otherwise
accumulated vested rights therein) following a valid and lawful
termination or discontinuance of such plan, program or perquisite.
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(iv) ADDITIONAL BENEFITS. In addition to other compensation and
benefits payable under this Section 4, Executive shall be entitled to
receive the following benefits:
(a) Employer shall pay Executive ordinary and customary travel
expenses incurred by Executive in traveling to and from his
current residence in New Jersey until such time as
Executive has relocated his residence in Wisconsin. For
purposes of this paragraph, such travel shall relate to
Executive's current site of employment in Wisconsin.
(b) Employer shall pay Executive's ordinary and customary moving
expenses in connection with his relocation from New Jersey
to Wisconsin.
5. TERMINATION. This Agreement may be terminated, subject to payment of
the compensation and other benefits described below, upon occurrence of any of
the events described herein. The date on which Executive ceases to be employed
under this Agreement, after giving effect to the period of time specified in any
notice requirement, is referred to as the "Termination Date."
(i) DEATH; DISABILITY; RETIREMENT. This agreement shall terminate
upon the death, disability or retirement of Executive. As used in this
Agreement, "disability" means Executive's inability, as the result of
physical or mental incapacity, to substantially perform his duties for
a period of 180 consecutive days. If the Executive and Employer cannot
agree as to the existence of a disability, the determination shall be
made by a qualified independent physician acceptable to both parties,
or alternatively, by a physician designated by the president of the
medical society for the county in which Executive resides. The costs
of any such medical examination shall be borne by Employer. If
Executive is terminated due to disability, he shall be paid 100% of
his Base Salary at the rate in effect at the time notice of
termination is given for one year, and thereafter an annual amount
equal to 75% of such Base Salary for the remaining portion of the
Employment Term, such amounts to be paid in substantially equal
monthly installments and offset by any monthly payments actually
received by Executive from: (a) any disability plans or disability
insurance programs provided by Employer, and (b) any governmental
social security or workers compensation program.
As used in this Agreement, the term "retirement" shall mean
Executive's retirement in accordance with and pursuant to any
generally applicable retirement plan of Employer or in accordance with
any retirement arrangement established for Executive with his consent.
If termination occurs as a result of death, disability or
retirement, no additional compensation shall be payable to Executive
under this Agreement except as specifically provided herein.
Notwithstanding anything to the contrary contained herein, Executive
shall receive all compensation and other benefits to which he was
entitled under Section 4 and the plans and programs provided therein,
through the Termination Date and, in
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addition, shall receive or continue to receive for the remaining portion of
the Employment Term all other benefits available to him under any applicable
group health, life, disability or similar insurance program as in effect on the
date of death, disability or retirement.
If, following termination by reason of disability and prior to the
expiration of the then remaining balance of the Employment Term, Executive
becomes able to resume his duties, he shall be reinstated to his position, or if
such position has been filled, to a position as nearly comparable as possible.
From the date of reinstatement and for the balance of the Employment Term,
Executive shall be obligated to perform all duties and responsibilities, and
entitled to receive all compensation and other benefits, as provided in this
Agreement.
(ii) CAUSE. Employer may terminate Executive's employment under this
Agreement for cause at any time, and thereafter Employer shall have no further
obligation under this Agreement. Notwithstanding anything to the contrary
contained herein, Executive shall receive all compensation and other benefits in
which he was vested or to which he was otherwise entitled under Section 4 and
the plans and programs provided therein, by reason of employment through the
Termination Date.
For purposes of this Agreement, "Cause" shall mean:
(a) A failure by Executive to substantially perform his duties (other
than failure resulting from incapacity) after a written demand by
the Board, which demand identifies, with reasonable specificity,
the manner in which the Board believes Executive has not
substantially performed, and Executive's failure to cure within a
reasonable period of time after his receipt of this notice;
(b) A criminal conviction of or plea of nolo contendere by Executive
for any act involving dishonesty, breach of trust or a violation
of the securities laws, insurance laws or banking laws of the
State of Wisconsin or the United States; as applicable.
(c) A criminal conviction of or plea of nolo contendere by Executive
for the commission of any felony;
(d) A breach of fiduciary duty by Executive involving personal profit;
(e) A willful violation of any law, rule or order by Executive (other
than traffic violations or similar offenses); or
(f) Incompetence, personal dishonesty or material breach of any
provision of this Agreement or any willful misconduct by
Executive.
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For purposes of this subsection 5(ii), no act, or failure to act, on
Executive's part shall be deemed "willful" unless done, or omitted to be done,
by Executive not in good faith and without reasonable belief that the action or
omission was in the best interest of Employer.
(iii) VOLUNTARY TERMINATION BY EXECUTIVE. Executive may voluntarily terminate
employment at any time by giving at least ninety (90) days prior written notice
to Employer. In such event, Employer shall have no further obligation hereunder,
except that Executive shall receive all compensation and other benefits in which
he was vested or to which he was otherwise entitled under Section 4 and the
plans and programs provided therein, by reason of his employment through the
Termination Date.
(iv) TERMINATION BY EXECUTIVE AFTER CHANGE IN CONTROL.
(a) For purposes of this Agreement, a "change in control" shall
be deemed to have occurred if any "individual, entity or
group" (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act) is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities representing 25% or more of the
voting, power of the securities of Employer or any of
Employer's affiliates or becomes the owner of all or
substantially all of the assets of Employer or any of
Employers affiliates or if the shareholders of Employer or any
affiliate of Employer approve a reorganization, merger or
consolidation of Employer or any affiliates of Employer.
"Change in control" shall not refer to or include any
transaction involving only entities affiliated directly or
indirectly with Employer.
(b) Executive may, at any time within twelve (12) months following
a "change in control," terminate his employment under this
Agreement by giving at least ninety (90) days prior written
notice to Employer, and be entitled to the benefits described
in Section 5(vi) below upon the occurrence of any of the
following events:
1) Executive is assigned to positions, duties or
responsibilities that are substantially less significant than
the positions, duties and responsibilities provided herein;
2) Executive is removed from or Employer fails to
re-elect Executive to his position, except in connection with
termination of Executive's employment for cause, disability or
retirement, or in connection with suspension or termination by
or pursuant to regulatory action;
3) Executive's Base Salary is reduced other than as
the result of a program applied on a proportionately
equivalent basis to all
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executives of Employer and its affiliates, or any other
failure by Employer to comply with Section 4.
(v) SUSPENSION OR TERMINATION REQUIRED BY Regulatory Agencies.
(a) If Executive is suspended and/or temporarily prohibited from
participating in the conduct of Employer or any of Employer's
affiliates' affairs by a regulatory agency, Employer's
obligations under the Agreement shall be suspended as of the
date of service of the notice unless stayed by appropriate
proceedings. If the charges in the notice are dismissed, the
Employer shall: (1) pay Executive all of the compensation
withheld while its obligations under this Agreement were
suspended; and (2) reinstate any of its obligations which were
suspended.
(b) If Executive is removed and/or permanently prohibited from
participating in the conduct of Employer's or any of
Employer's affiliates affairs by an order issued by a
regulatory agency, the obligation of Employer under the
Agreement shall terminate as of the effective date of the
order, but earned or otherwise vested rights of Executive to
compensation and to any benefits under Section 4 shall not be
affected.
(c) All obligations under the Agreement may be terminated, except
to the extent determined that continuation of the contract is
necessary to operation of Employer or any of its affiliates,
at the time the Federal Deposit Insurance Corporation ("FDIC")
enters into an agreement to provide assistance to or on behalf
of Employer or any of Employer's affiliates under the
authority contained in Section 13(c) of the Federal Deposit
Insurance Act, or when Employer or any of its affiliates is
determined by any appropriate bank regulatory agency to be in
an unsafe or unsound condition. Any rights of the parties that
have been already earned or otherwise vested, however, shall
not be affected by such action.
(vi) BENEFITS UPON OTHER TERMINATION BY EMPLOYER OR UPON
TERMINATION BY EXECUTIVE FOLLOWING A "CHANGE IN CONTROL." If this Agreement is
terminated by Employer other than for death, disability or retirement under
Section 5(i) and other than for "cause" under Section 5(ii) or other than by
regulatory action under Section (v), or if Executive terminates this Agreement
following a "change in control" pursuant to Section 5(iv)(b), then following the
Termination Date, Executive shall be entitled to the following benefits:
(a) In lieu of any further salary payments, Executive shall
receive severance payments equal to the sum of the Base Salary
in effect on the Termination Date plus cash bonus for the year
prior to termination times the number of years of the
remaining Employment Term, payable in the amount and at the
times provided in Sections 4(i) and (ii). If termination
follows a
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"change in control" under Section 5(iv)(b), Executive may
elect to receive the payments specified in the immediately
preceding sentence in a lump sum without any discount,
provided that the amount of such severance payments may not
exceed the limitations established in Section 6.
(b) In addition to other amounts payable to Executive under this
Section 5(vi), Executive shall be entitled to receive all
other benefits in which he was vested or to which he was
otherwise entitled under Section 4 and the plans and programs
provided therein by reason of employment through the
Termination Date, together with the continuation, without cost
to Executive, of other benefits under Section 4(iii) for the
remaining unexpired Employment Term, all subject to the
limitations set forth in Section 6 below.
(vii) SUSPENSION BY EMPLOYER. Employer in its sole discretion shall
have the right to temporarily suspend Executive from participating in the
conduct of the Employer's or Employer's affiliates' affairs. If Executive
is suspended or temporarily prohibited from participating in the conduct of
Employer's or Employer's affiliates' business, Employer shall pay Executive
all compensation and provide all benefits pursuant to Section 4 of this
Agreement during the period of such suspension.
6. LIMITATIONS ON CHANGE IN CONTROL COMPENSATION. In the event severance
benefits under Subsection 5(vi), or any other payments or benefits received or
to be received by Executive from Employer (whether payable pursuant to the terms
of this Agreement, any other plan, agreement or arrangement with Employer or any
corporation ("Affiliate") affiliated with employer within the meaning of Section
1504 of the Internal Revenue Code of 1986 as amended (the "Code")), constitute,
in the opinion of tax counsel selected by Employer's independent auditors and
acceptable to Executive, "parachute payments" within the meaning of Section
280G(b)(2) of the Code, and the present value of such "parachute payments"
equals or exceeds three times the average of the annual compensation payable to
Executive by Employer (or an Affiliate) and includible in Executive's gross
income for federal income tax purposes for the five (5) calendar years preceding
the year in which a change in ownership occurred ("Base Amount"), such severance
benefits shall be reduced to an amount the present value of which (when combined
with the present value of any other payments otherwise received or to be
received by Executive from Employer (or an Affiliate) that are deemed parachute
payments") is equal to 2.99 times the Base Amount, notwithstanding any other
provision to the contrary in this Agreement. The severance benefits shall not be
reduced if (i) Executive shall have effectively waived his receipt or enjoyment
of any such payment or benefit which triggered the applicability of this Section
6, or (ii) in the opinion of tax counsel, the severance benefits (in their full
amount or as partially reduced, as the case may be) plus all other payments or
benefits which constitute "parachute payments" within the meaning of Section
280OG(b)(2) of the Code are reasonable compensation for services actually
rendered, within the meaning of Section 28OG(b)(4) of the Code and such
payments are deductible by Employer. The Base Amount shall include every type
and form of compensation includible in Executive's gross income in respect of
his employment by Employer (or an Affiliate), except to the extent otherwise
provided in temporary
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or final regulations promulgated under Section 28OG(b) of the Code. For purposes
of this Section 6, a "change in ownership or control" shall have the meaning
set forth in Section 28OG(b) of the Code and any temporary or final regulations
promulgated thereunder. The present value of any non-cash benefit or any
deferred cash payment shall be determined by Employer's independent auditors in
accordance with the principles of Section 28OG of the Code.
Executive shall have the right to request that Employer obtain a ruling
from the Internal Revenue Service ("Service") as to whether any or all payments
or benefits determined by such tax counsel are, in the view of the Service,
"parachute payments" under 280G. If a ruling is sought pursuant to Executive's
request, no severance benefits payable under this Agreement in excess of the
Section 28OG limitation shall be made to Executive until after fifteen (15)
days from the date of such ruling; however, severance benefits shall continue
to be paid during this time up to the amount of that limitation. For purposes of
this Section 6, Executive and Employer agree to be bound by the Service's ruling
as to whether payments constitute "parachute payments" under Section 280G. If
the Service declines, for any reason, to provide the ruling requested, the tax
counsel's opinion provided with respect to what payments or benefits constitute
"parachute payments" shall control, and the period during which the severance
benefits may be deferred shall be extended to a date fifteen (15) days from the
date of the Service's notice indicating that no ruling will be forthcoming.
7. GENERAL PROVISIONS.
(i) Successors; Binding Agreement.
(a) Employer will require any successor (whether direct
or indirect, by purchase, merger, consolidation or
otherwise) to substantially all of the business
and/or assets of Employer ("Successor Organization")
to expressly assume and agree to perform this
Agreement in the same manner and to the same extent
that Employer would have been required to perform if
no such succession had taken place. If such
succession is the result of a "change in control" as
defined herein, such assumption shall specifically
preserve to Executive, for the then remaining term of
this Agreement, the same rights and remedies
(recognizing them as being available and applicable
as the result of the "change in control" effectuating
said succession) provided under this Agreement upon a
"change in control."
As used in this Agreement, Employer shall mean
Merchants and Manufacturers Bancorporation, Inc, or
any of its affiliates following adoption of this
Agreement by the affiliate's Board of Directors and
any successor to their business and/or assets, which
becomes bound by the terms and provisions of this
Agreement by operation of this Agreement or by law.
Failure of Employer to obtain such agreement prior to
the effectiveness of any such succession shall be a
breach of this Agreement and shall entitle Executive
to compensation from Employer in the same amount and
on the same terms as he would be entitled to under
this
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Agreement if he terminated his employment under Section 5(iv).
For purposes of implementing the foregoing, the date on which
any such succession becomes effective shall be deemed the
Termination Date.
(b) No right or interest to or in any payments or benefits under
this Agreement shall be assignable or transferable in any
respect by the Executive, nor shall any such payment, right or
interest be subject to seizure, attachment or creditor's
process for payment of any debts, judgments, or obligations
of Executive.
(c) Any rights and obligations of Employer under this agreement
may be assigned or transferred by Employer to any of its
affiliates prior to a change in control as defined in this
Agreement.
(d) This Agreement shall be binding upon and inure to the benefit
of and be enforceable by Executive and his heirs,
beneficiaries and personal representatives and Employer and
any successor organization or assignee of Employer.
(ii) NON-COMPETITION/CONFIDENTIALITY PROVISIONS. Executive
acknowledges that the development of personal contacts and relationships is an
essential element of Employer's and Employer's affiliates' business, that
Employer has invested considerable time and money in his development of such
contacts and relationships, that Employer and its affiliates could suffer
irreparable harm if he were to leave Employer's employment and solicit the
business of customers of Employer or Employer's affiliates and that it is
reasonable to protect Employer against competitive activities by Executive.
Executive covenants and agrees, in recognition of the foregoing and in
consideration of the mutual promises contained herein, that in the event of a
termination of his employment with Employer or any of its affiliates, Executive
shall not accept employment with any Significant Competitor of Employer or of
any of Employer's affiliates for a period of twelve (12) months following such
termination. For purposes of this Agreement, the term "Significant Competitor"
means any financial institution including, but not limited to, any commercial
bank, savings bank, savings and loan association, credit union, mortgage banking
corporation, securities broker or dealer, investment advisor, investment company
or other business offering investment, securities or insurance products or
services which, at the time of termination of Executive's employment with
Employer or during the period of this covenant not to compete, has a home,
branch or other office within a three (3) mile radius of any office operated or
maintained by Employer or any of Employer's affiliates prior to a "change in
control" as defined in this Agreement.
Executive agrees that the non-competition provisions set forth herein
are necessary for the protection of Employer and its affiliates and are
reasonably limited as to (a) the scope of activities affected, (b) their
duration and geographic scope, and (c) their effect on Executive and the public.
In the event Executive violates the non-competition provisions set forth herein,
Employer shall be entitled, in addition to its other legal remedies, to enjoin
the employment of Executive with any Significant Competitor for the
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period set forth herein. If Executive violates this covenant and Employer brings
legal action for injunctive or other relief, Employer shall not, as a result of
the time involved in obtaining such relief, be deprived of the benefit of the
full period of the restrictive covenant. Accordingly, the covenant shall be
deemed to have the duration specified herein, computed from the date relief is
granted, but reduced by any period between commencement of the period and the
date of the first violation.
Executive acknowledges that as a result of his employment with Employer
or its affiliates Executive has access to confidential information concerning
Employer's business, customers and services. Executive agrees that during the
Employment Term and for a period of one (1) year following termination of
employment, he will not, directly or indirectly, use, disclose or divulge to any
person, agency, firm, corporation or other entity any confidential or
proprietary information, including, without limitation, customer lists, reports,
files, records or information of any kind pertaining to the business of Employer
or any of its affiliates which Executive acquires or has access to during the
Employment Term. Executive agrees that if he violates the covenants under this
section, Employer shall be entitled to an accounting and repayments of all
profits, compensation, commissions and other remuneration or benefits which the
Executive has realized or may realize as the result of or in connection with any
such violation. Executive further agrees that money damages may be difficult to
ascertain in case of a breach of this covenant, and Executive therefore agrees
that Employer or its affiliates shall be entitled to injunctive relief in
addition to any other remedy to which Employer or its affiliates may be
entitled.
(iii) NOTICE. All notices and other communications provided for in this
Agreement shall be in writing and shall be deemed duly given when delivered or
mailed by United States registered mail, return receipt requested, postage
prepaid, addressed in the case of Employer to its principal office and in the
case of Executive to his address appearing on the records of Employer or to such
other address as either party may have furnished to the other in writing in
accordance herewith.
(iv) EXPENSES. If legal proceedings are necessary to enforce or
interpret this Agreement, or to recover damages for breach, the prevailing party
shall be entitled to recover reasonable attorneys' fees, costs and disbursements
of such proceedings in addition to any other relief to which such prevailing
party may be entitled. Notwithstanding the foregoing, in the event of legal
proceedings to enforce or interpret this Agreement following a "change in
control," Executive shall be entitled to recover from Employer: (a) reasonable
attorneys fees, costs, and disbursements if Executive is the prevailing party;
or (b) reasonable attorneys' fees, costs and disbursements of up to $7,500
incurred in such proceedings regardless of whether Executive is the prevailing
party. Recovery of attorneys' fees and costs following a "change in control"
shall be in addition to any other relief to which Executive is entitled.
(v) WITHHOLDING. Employer shall be entitled to withhold from amounts
to be paid to Executive under this Agreement any federal, state, or local
withholding or other taxes or charges which it is from time to time required to
withhold. Employer shall be
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entitled to rely on an opinion of counsel as to the amount or requirement of any
such withholding.
(vi) MISCELLANEOUS. No provision of this Agreement may be amended,
waived or discharged unless such amendment, waiver or discharge is agreed to in
writing and duly executed by Executive and Employer or its successor in
interest. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior agreements
and undertakings, whether written or oral, between the parties with respect
thereto; no agreements or representations, oral or otherwise, expressed or
implied, have been made by either party with respect to the subject matter
hereof. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Wisconsin.
(vii) VALIDITY. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
(viii) COUNTERPARTS. This Agreement may be executed in several
counterparts, all of which together will constitute one and the same instrument.
(ix) HEADINGS. Headings contained in this Agreement are for reference
only and shall not affect the meaning or interpretation of any provision of
this Agreement.
(x) NEUTRAL CONSTRUCTION. The language used in this Agreement shall
be deemed to be the language chosen by both of the parties hereto to express
their mutual intent, and no rule of strict construction shall be applied against
either party.
(xi) EFFECTIVE DATE. The effective date of this Agreement shall be
the date indicated in the first paragraph of this Agreement notwithstanding the
actual date of execution by any party.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement
as of the date first above written.
EXECUTIVE
/s/ Xxxxxx X. Xxxxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxxxx
MERCHANTS AND MANUFACTURERS
BANCORPORATION, INC.
/s/ Xxxxxxx X. Xxxxx
--------------------------------
By:
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