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EXHIBIT 10.20
CONSULTING AGREEMENT
THIS AGREEMENT, made and entered into this 11th day of November, 1999,
between Xxxxx Xxxx, an individual currently residing in San Xxxxxxxx County,
Texas ("Consultant"), and Austin Xxxxxxx.xxx Corporation (the "Company").
WITNESSETH:
WHEREAS, Company desires to retain Consultant to assist it in the
acquisition and operation of Greater South Texas Savings Bank, FSB ("GSTSB")
(the "Services") in the manner and upon the terms and conditions as hereinafter
set forth; and
WHEREAS, Consultant is desirous of being retained by Company to render
the Services as hereinafter set forth; and
WHEREAS, Consultant is leaving his present employment based on the
representations, covenants and agreements contained herein by Company; and
WHEREAS, Consultant has negotiated certain terms of a transaction
involving the purchase of a controlling interest in GSTSB and the disposition of
the Falfurrias, Texas branch of GSTSB and will finalize the negotiation of such
terms after the date hereof.
NOW THEREFORE, in consideration of the premises and of the mutual
covenants and conditions hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged and
confessed, the parties hereto covenant and agree as follows:
1. Company retains Consultant for the purposes and to the extent set
forth herein and subject to the conditions set forth herein. Consultant shall
receive the following:
a. an amount equal to Ninety-Five Thousand and no/100 Dollars
($95,000.00), payable in 12 consecutive monthly installments
due on the first day of each calendar month commencing an
December 1, 1999 and ending on November 1, 2000, each in the
amount of Seven Thousand Nine Hundred Sixteen and 67/100
Dollars ($7,916.67);
b. Company shall reimburse Consultant's reasonable business
expenses incurred in performance of the Services within 10
days of Consultant presenting receipts or other appropriate
documentation therefore;
c. an amount equal to $160,000 upon the purchase by Company of a
controlling interest (greater than 50%) in GSTSB;
d. an amount equal to five percent (5%) of the gross pretax
profit on the disposition of any or all of the assets of the
Falfurrias, Texas branch of GSTSB.
The payment described in paragraph 1a above will be earned by Consultant upon
the
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execution hereof and will be payable according to the schedule described above.
Even though it is agreed that the amounts described in paragraph a are earned as
of the execution of this Agreement, the obligation to pay Consultant the amounts
provided pursuant to paragraph 1a above shall terminate in the event Consultant
accepts employment with GSTSB.
Amounts payable pursuant to paragraphs c and d above shall be earned by
Consultant upon the execution of an agreement by Company for the purchase or
sale, as the case may be, of the institution or assets involved. Amounts to be
paid to Consultant pursuant to paragraphs 1c and 1d above shall be payable
immediately upon the closing of the transaction. Closing of a transaction
described in paragraph 1c shall be deemed to be the date on which the change in
control of the institution is approved. Closing of a transaction described in
paragraph 1d shall be deemed to be the date on which documentation transferring
the assets is executed and delivered to the purchaser. The amounts described in
paragraphs 1c and 1d above shall be payable regardless of the whether the date
of closing of the purchase or sale is prior to or subsequent to November 1,
2000. Any amounts earned by Consultant but becoming payable after his death
shall be payable to his executor(s) or administrator(s) for the benefit of his
estate.
2. Consultant accepts the conditions of this Agreement and it is agreed
that Consultant shall be free to perform the Services hereunder as he sees fit.
3. To the extent permitted by law, each party will indemnify and hold
harmless the other from and against any and all claims, liabilities, expenses
(including attorneys fees and court costs), judgments, fines, penalties,
settlements and other amounts that may arise out of or in connection with any
act or omission by the other party. This provision will survive the termination
of this Agreement.
4. This Agreement shall be interpreted in accordance with the laws of
the State of Texas.
5. This Agreement may not be varied, modified, or amended except in
writing signed by the parties hereto. This Agreement supersedes any prior
understandings or oral or written agreements between the parties respecting the
within subject matter. No part of this Agreement nor any interest in this
Agreement may be transferred, assigned, or delegated by either party hereto
without the prior written consent of the other party hereto. This Agreement
shall be binding upon and inure to the benefit of the parties hereto, their
respective heirs, executors, administrators, legal representatives, successors
and assigns. Waiver by either party of any breach or violation or default of any
provision of this Agreement will not operate as a waiver of such provision or of
any subsequent breach or violation thereof or any default thereunder. The
failure or refusal of any party to exercise any right or remedy shall not be
deemed to be a waiver or abandonment of any right or remedy. In the event that
any disputes shall arise hereunder necessitating the resolution by any
administrative or judicial body, the party prevailing in such dispute shall be
entitled to receive from the other party or parties to the dispute any and all
costs of resolving said dispute including reasonable attorneys' fees. The
parties hereto agree that any dispute, controversy, or claim arising hereunder
or relating to this Agreement, or the breach thereof, shall be settled by
binding arbitration in Xxxxxx County, Texas, in accordance with the rules of the
American Arbitration Association, under its commercial arbitration rules. The
parties further agree that the District Courts of Xxxxxx County, Texas and
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the Federal District Court for the Western District of Texas (Austin Division)
shall constitute proper and convenient forums for any litigation between the
parties involving this Agreement or the subject matter hereof. Time is of the
essence in the performance of this Agreement.
IN WITNESS WHEREOF, Consultant and Company have executed this Agreement on
the day and year first above-mentioned.
AUSTIN XXXXXXX.XXX CORPORATION
By: /s/ XXXXX X. XXXXXXXX
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Xxxxx X. XxXxxxxx, President
/s/ XXXXX XXXX
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Xxxxx Xxxx
