EXHIBIT 10.15
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made and entered into as of this
1st day of January, 2003, by and between SOUTHWEST GEORGIA BANK (the "Bank") and
XXXX X. XXXXX ("Consultant").
In consideration of the promises and undertakings herein, the sufficiency
of which are hereby acknowledged, the parties agree as follows:
1. CONSULTING SERVICES. Consultant has served as Chairman of the Bank and
retired from the Bank on 12-31-2002 ("Separation Date"). In order to insure an
orderly transition, Consultant and the Bank agree that Consultant will, during
the period beginning on January l, 2003 and continuing through December 31,
2007, be available from time to time to provide consulting advice and assistance
to the Bank as reasonably requested, such consulting services not to exceed an
average of two business days per week in each six month period during the term
hereof.
2. AUTHORITY. Consultant does not have, nor shall he hold himself out as
having, any right, power, or authority to create any contract or obligation,
either express or implied, on behalf, in the name of, or binding upon the Bank,
unless the Bank shall consent thereto in advance in writing.
3. CONSIDERATION. Consultant shall be compensated at a rate of $5,000.00
per month for performance of the services described in paragraph I above, the
first payment of which is due on February l, 2003 and then on the first day of
each month thereafter through January 1, 2008. The Bank will reimburse Executive
for the reasonable out-of-pocket expenses (including business travel and
entertainment) which he incurs in performing his consulting services under this
Agreement.
4. INDEPENDENT CONTRACTOR. Consultant understands and agrees that he
shall not be considered an employee of the Bank; during the term of this
Agreement, he shall be classified as an independent contractor; and that he
shall be wholly and exclusively responsible for and shall pay any and all taxes,
fees and assessments (and all interest and penalties thereon) of every kind and
nature arising by reason of, or in connection with, Consultant's performance
hereunder.
3. GOVERNING LAW. The validity and effect of this Agreement shall be
governed by and construed and enforced in accordance with the laws of the state
of Georgia, without regard to its of conflict of law rules.
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IN WITNESS WHEREOF, the Bank and Consultant have executed this Agreement as
of the day and year first written above.
CONSULTANT
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
SOUTHWEST GEORGIA BANK
By: /s/ XxXxxx Xxxx
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Title: President & CEO
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