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Exhibit 10.18
November 26, 1997
Xx. Xxxxxx X. Xxxxxxx
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Dear Xxxxxx:
This letter sets forth the agreement between you and Xxxxxx Bancorp,
Inc. ("Company") regarding your responsibilities as a Director and a consultant
to the Company and its subsidiaries for the period from January 1, 1998 through
May 31, 2000, unless earlier terminated as provided herein.
A. Services
In addition to serving as a Director for the Company, you have agreed
to:
1. Strategic Planning Function
Establish and chair the Strategic Planning Committee of the
Board of Directors, which shall conduct such reviews and
initiate such studies as agreed to by you and the Board of
Directors from time to time.
2. Performance Review Function
Prepare and present quarterly to the Board of Directors
analyses of the Company's financial performance, including
relevant comparative data; and
3. Special Projects
Assist the Board and management regarding special projects
relating to various areas of the Company's business from time
to time.
2
B. Compensation, Reimbursement and Support Services
You have agreed to waive director fees and other benefits. In lieu of
such fees and benefits, for the services described above you will
receive a fee of $12,500 per quarter. payable February 15, May 15,
August 15 and November 15 of each year. You will also be reimbursed for
all of your out of pocket expenses, including any commuting expenses
incurred in connection with rendering the services hereunder.
The Company will provide you with office space, telephone, fax and
secretarial support at Peabody Square. Xx. Xxxxxxxxx will provide
secretarial support.
C. Additional Services
It is expressly understood that the foregoing compensation arrangements
apply only to the services described herein. Any additional assistance
including advice and consultation in connection with any merger,
acquisition or similar transaction, would be subject to separate
arrangements to be agreed upon when and if such assistance is
requested.
D. Termination
This agreement may be terminated for any reason by either the Company
or by you on 60 days prior notice.
If the foregoing accurately states the arrangement between you and the
Company, please indicate your agreement by signing as indicated below.
Sincerely,
Xxxxxxx X. Xxxxxx
Chairman of the Board
Agreed:
_______________________________
Xxxxxx X. Xxxxxxxx
_______________________________
Date
