CONSULTING AGREEMENT
This agreement, entered into this 15th day of December, 1999, by and between
Lehigh Acres First National Bancshares, Inc. (in organization) (hereinafter
referred to as "the Bank"), and Xxxxxx X. X'Xxxx, (hereinafter referred to as
the "Consultant").
WITNESSETH:
WHEREAS, the Bank is in the process of organization and is desirous of engaging
the Consultant to assist it in certain organizational matters; and
WHEREAS, the Consultant is desirous of providing consulting services to the Bank
with regard to the organization of the Bank, and to serve as President and Chief
Executive Officer of the Bank after its charter has been approved.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, the parties hereto agree as follows:
1. ENGAGEMENT. The Bank agrees to engage the Consultant and the
Consultant agrees to provide consulting services to the Bank
relating to the regulatory process associated with the Bank's
application for its charter and the development of organizational
and business plans relating to the operation of the Bank and
Holding Company.
2. TERM. The term of this Agreement shall commence on December 15,
1999, and shall continue for the period through June 30, 2000. In
the event that the Bank receives the necessary charter approval
from the Office of the Comptroller of the Currency and the Federal
Deposit Insurance Corporation within the term of this Agreement,
the Bank will automatically extend this Agreement for an
additional six months or until the Bank has opened for business.
3. SERVICES. The Consultant shall exert her best efforts and devote
substantially all of her time and attention to the organizational
matters of the Bank and the Holding Company.
4. COMPENSATION. As compensation for the Consultant's services, the
Bank agrees to accrue fees due the Consultant at the rate of Four
Thousand ($4,000) Dollars per month until such time as her
application for President and CEO is approved by the Office of the
Comptroller of the Currency and the FDIC. Upon verbal notification
of that approval, the Bank shall increase said compensation to Six
Thousand Five Hundred ($6,500) per month. This compensation shall
accrue at the above stated rate until the minimum stock sale
amount of $6,000,000 is reached. Upon that date, the accrued
compensation may be paid in cash or applied to the Consultant's
stock
purchase. In the event the minimum stock sale amount of $6,000,000
is not achieved for any reason, the accrued compensation will not
be owed to Consultant by Bank and Consultant will be considered to
have an investment loss in the amount of the accrued compensation.
5. EXPENSES. The Consultant shall be entitled to reimbursement for
all reasonable expenses incurred by her in the performance of her
duties upon presentation of a voucher, and appropriate receipts,
indicating the amount and the business purposes.
6. TERMINATION. In the event of the Consultant's death or in the
event the Consultant is prevented from rendering services by
reason of illness, incapacity or injury for a period of sixty (60)
consecutive days during the term of this Agreement or in the event
the Consultant fails to perform the services required hereunder,
then and in such event the Bank may terminate this Agreement upon
written notice to the Consultant. In the event Consultant
voluntarily terminates her services then the Consultant shall
receive no further compensation.
7. NOTICES. All notices request, demands and other communications
provided for by this Agreement shall be in writing and shall be
deemed to have been given at the time and then mailed at any
general or branch United States Post Office enclosed in a
certified, postage pre-paid envelope, and addressed to the address
of the respective parties states below, or as such party may have
fixed by notice:
To the Bank: 0000 Xxxxxxxxx Xxxx X.
Xxxxxx Xxxxx, XX 00000
To the Consultant:
0000 Xxxxx Xxxx
Xxxx Xxxxx, XX 00000
8. SUCCESSORS AND ASSIGNS. This agreement shall inure to the benefit
of and be binding upon the Corporation and its successors. The
Consultant may not assign her right to payment nor her obligations
under this Agreement.
9. GOVERNING LAW. This agreement shall in all respects by
interpreted, construed and governed by and in accordance with the
laws of the State of Florida.
10. MISCELLANEOUS. This agreement supersedes all prior understandings
and agreements between the parties, and may not be amended orally,
but only in writing signed by the parties hereto.
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IN WITNESS WHEREOF the parties hereto have caused this
Agreement to be duly executed and delivered as of the day and
year first above written.
LEHIGH ACRES FIRST NATIONAL BANCSHARES, INC.
LEHIGH ACRES FIRST NATIONAL BANK
By:/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, Chairman
By:/s/ Xxxxxx X. X'Xxxx
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Xxxxxx X. X'Xxxx, Consultant
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