First Amendment to Consulting Agreement
This First Amendment to Consulting Agreement is made between West Des Moines
State Bank, an Iowa Corporation (hereinafter referred to as "Corporation"), and
Xxxxx X. Xxxxxx (hereinafter referred to as "Consultant"), as of 12/12/01,
effective January 1, 2002.
WITNESSETH:
WHEREAS, Consulting Agreement was entered into between Consultant and
Corporation as of December 8, 2001, effective upon termination of the employment
of Xxxxx X. Xxxxxx with West Des Moines State Bank; and
WHEREAS, the termination of Xxxxx X. Xxxxxx as employee of West Des Moines State
Bank is effective December 31, 2001; and
WHEREAS, in order to provide a smooth transition in the management
responsibilities at Corporation, the Corporation has agreed to provide a bonus
to Consultant for transition services for the year 2002 as hereinafter set
forth.
NOW, THEREFORE, the parties agree as follows:
1. For Corporation's year of 2002, Consultant shall receive two (2) percent of
the "defined net income" for the year 2002 as hereinafter defined:
"Defined net income of the Corporation shall equal the income per books of
the Corporation computed on an accrual method of accounting prior to
deducting any amount of bonuses provided for in paragraph 1 hereof, less
the amount of state and federal income tax related to such income per
books. For purposes of paragraph I hereof, all income and expenses between
this Corporation and affiliated legal entities, if any, should be excluded,
including, but not limited to, management fees, dividends and interest
items; provided, however, that interest income earned in the ordinary
course of business shall be included."
2. In the event Consultant is unable to perform said transition services due
to his death or physical or mental illness, then said bonus as defined in
paragraph I hereof shall be payable to his widow.
3. Except as hereby amended, the terms and provisions of the Consulting
Agreement of November 8, 2000, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of this First
Amendment to Consulting Agreement as of this 12th day of December, 2001.
CORPORATION:
WEST DES MOINES STATE BANK
by: /s/ Xxxxx Xxxxxxx
-------------------------------------
Xxxxx Xxxxxxx
Executive Vice President/Administration
CONSULTANT
by: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Xxxxx X. Xxxxxx
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT, is made between West Des Moines State Bank, an Iowa
corporation (hereinafter referred to as "Corporation"), and Xxxxx X. Xxxxxx
(hereinafter referred to as "Consultant") as of , 2000, effective upon
termination of employee's employment with West Des Moines State Bank.
WITNESSETH:
WHEREAS, Xxxxx X. Xxxxxx has served the Corporation since 1961; and
WHEREAS, the Corporation and Xxxxx X. Xxxxxx consider it mutually desirable that
he be retained for advisory services upon termination of his Employment
Agreement, or any extension thereof, with Corporation;
NOW, THEREFORE, the parties agree as follows:
1. Relationship of Parties. Consultant is retained only for the purposes and
to the extent set forth in this agreement, and the relationship to the
Corporation is to be that of an independent contractor. As such, Consultant
shall not be entitled to any pension, stock, bonus, profit-sharing, or
similar benefits which are available only to full-time employees except as
spelled out in Exhibit A hereof Subject to the provisions of Section 2,
Consultant shall be free to devote his time and attention to such
activities as he deems appropriate.
2. Services. Corporation hereby hires Consultant to provide advisory services
to the Corporation as may be requested. Such consulting services shall be
for a maximum of 480 hours per year. Consultant shall determine the
schedule for performance of said services.
3. Term. This Agreement shall commence immediately upon termination of the
Employment Agreement, or any extension thereof, between Corporation and
Consultant and shall continue until the death of Consultant unless
terminated pursuant to Section 7 hereof.
4. Compensation. The Corporation shall pay to Consultant in equal monthly
installments as compensation for his services, in the amount of $100,000
per annum. The compensation will be increased each year in an amount equal
to the increase in The Consumer Price Index for the previous year.
5. Fringe Benefits. During the term of this Agreement, Consultant shall
receive the fringe benefits listed on Exhibit A hereof.
6. Office Space. The Corporation contemplates that Consultant will require
office space as well as secretarial services after the termination of his
employment relationship to carry out the terms of this Agreement.
Corporation hereby agrees to continue to provide such office space and
secretarial service for the term of this Agreement.
7. Termination.
A. This Agreement may be terminated by the Corporation at its option (i)
for material breach by Consultant of this Agreement, or (ii) in the
event Consultant is convicted of a felony under the laws of the State
of Iowa punishable by imprisonment for a term exceeding one year.
B. This Agreement may be terminated by Consultant for material breach by
the Corporation.
8. Successors. This Agreement shall be binding on the executors,
administrators, heirs, legatees and devisees, successors or other
representatives of the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of this 8th
day of December, 2000.
CORPORATION:
WEST DES MOINES STATE BANK
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Xxxxx Xxxxxxx
Xx. Vice President/Administration
CONSULTANT
/s/ Xxxxx X. Xxxxxx
-------------------------------------
Xxxxx X. Xxxxxx
EXHIBIT A
1. Employee shall be provided full membership to the Des Moines Club, the Des
Moines Golf and Country Club, and the Xxxx Oaks Country Club.
2. Employee shall be provided a new company car at a cost not to exceed
$30,000 every two years. At the time a new car is purchased, Employee shall
have the option to purchase the company car previously provided at the NADA
wholesale price for a similar vehicle.
3. Employee shall be provided trust services by the Corporation at a price in
effect upon the signing of the Consulting Agreement.
4. Employee shall be provided payment of legal and accounting fees for
Employee up to a maximum of $ 10,000 annually.
