EXHIBIT 10.10
CONSULTING AGREEMENT
This CONSULTING AGREEMENT ("Agreement") is made and entered into
as of __________________, 1998 by and between STATE FINANCIAL SERVICES
CORPORATION, a corporation organized and existing under the laws of the
State of Wisconsin and having its executive offices at 00000 XXXX
XXXXXXXXXX XXXX, P.O. BOX 467, XXXXX CORNERS, WISCONSIN 53130-0467
("Corporation") and XXXXXX X. XXXXXXX, residing at 000 XXXX XXXXX, XXXXX,
XXXXXXXX 00000 ("Consultant").
W I T N E S S E T H :
WHEREAS, pursuant to an Agreement and Plan of Merger between the
Corporation and Home Bancorp of Elgin, Inc. ("Seller") dated as of June 1,
1998 ("Agreement and Plan of Merger"), the Corporation and the Seller have
agreed to a merger of the Seller with the Corporation, effective as of the
closing date specified in the Agreement and Plan of Merger ("Closing
Date"); and
WHEREAS, the Consultant is the President and Chief Executive
Officer of the Seller and is familiar with its business, operations and
properties; and
WHEREAS, the Consultant is a party to Employment Agreements with
the Seller and Home Federal Savings & Loan Association of Elgin ("Seller
Association") which provide a financial incentive for him to resign from
employment with the Seller and the Seller Association of their successors
upon consummation of a transaction of the nature contemplated by the
Agreement and Plan of Merger; and
WHEREAS, for purposes of facilitating a smooth transition in
ownership and control, and an effective consolidation of the Seller's
operations with those of the Corporation, the Corporation wishes to secure
for itself and its wholly owned subsidiary, State Financial Bank - Elgin
("Bank"), the services of the Consultant for a period following the
Closing Date; and
WHEREAS, the Consultant is willing to make his services
available to the Corporation on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, effective as of the Closing Date ("Effective
Date"), the Corporation and the Consultant hereby agree as follows:
Section 1. Engagement; Period of Engagement.
(1) The Corporation offers to engage the Consultant, and the
Consultant hereby accepts such engagement, to provide services to the
Corporation as a consultant for the period established under this section
1 ("Period of Engagement"). The Period of Engagement shall be for one
year beginning on the Closing Date, renewable annually thereafter with
written consent of both parties.
(2) Notwithstanding anything herein to the contrary, the Period
of Engagement shall end upon any termination of this Agreement pursuant to
section 5.
Section 2. Extent of Services.
(1) During the Period of Engagement, the Consultant shall hold
himself available during regular business hours to perform such services
in connection with the transition of the ownership and operation of the
businesses and assets acquired by the Corporation pursuant to the
Agreement and Plan of Merger and the other businesses of the Corporation
and its affiliates as the Corporation may reasonably request. The
services which may be required of the Consultant hereunder may include,
but are not limited to, real estate-related projects and preserving the
Seller Association's franchise by promoting the Bank and its products and
services in communities previously served by the Seller Association;
promoting the recognition and acceptance of the Bank as the Seller
Association's successor among the Seller Association's customers; and
otherwise facilitating the transition of ownership and control and an
effective consolidation of the Seller's operations with those of the
Corporation. The Corporation may, in its sole and absolute discretion,
engage other employees or independent contractors to perform any or all of
the services for which the Consultant is available under this section
2(a). The Consultant may engage in business activities and perform
services as an employee or independent contractor (other than for the
Corporation) to the extent that such business activities and/or the
performance of such services does not impair the Consultant's availability
to perform services for the Corporation as contemplated by this Agreement.
(2) The Corporation agrees that the Consultant shall serve as a
member of the Home Bancorp of Elgin, Inc. Employee Stock Ownership Plan
Committee ("ESP Committee"), to be composed of no more than three persons
(including the Consultant), during the Period of Engagement or so long as
the Employee Stock Ownership Plan exists. Initially, the ESOP Committee
shall be composed of Xxxxxxx Xxxxx, Xxxxxxx Xxxxxxx and the Consultant.
(3) In the performance of any services required of him
hereunder, the Consultant shall have exclusive control over the manner of
performance of such services, including, without limitation: the
selection, supervision and compensation of personnel, if any, in addition
to the Consultant to be involved in the performance of such services; the
selection of methods, procedures, strategies and equipment to be employed
in the performance of such services; and determination of the times,
places and dates at which such services will be performed. The Consultant
shall provide his consulting services under this Agreement to the Chairman
of the Corporation or a designee of the Chairman of the Corporation.
Section 3. Compensation.
In consideration for the availability of the Consultant's
services hereunder, as well as for any services to be provided under
section 2(a), the Corporation shall pay to the Consultant a retainer at
the annual rate of Seventy-Five Thousand Dollars ($75,000), payable in
advance in monthly installments, the first such installment to be paid on
the first business day of the first calendar month following the Closing
Date; provided, however, that no payment shall be made for any month after
the month in which this Agreement terminates as provided in section 5
hereof.
Section 4. Expenses.
(1) The Corporation shall provide the Consultant with office
facilities and secretarial and other support services on its premises to
the extent required to perform the consulting services contemplated
herein, as determined by the Corporation in its discretion.
(2) If, in connection with the performance of service hereunder
at the request of the Corporation, the Consultant incurs out-of-pocket
costs for expenses for travel, meals and lodging or other reasonable
expenses of a type for which other providers of professional services to
the Corporation would be reimbursed by the Corporation, he shall be
entitled to reimbursement therefor by the Corporation in accordance with
the reasonable standards and procedures established by the Corporation and
communicated to the Consultant.
Section 5. Termination of Agreement.
This Agreement and the Period of Engagement established
hereunder shall terminate immediately upon the occurrence of any of the
following events: (i) the Consultant's death; (ii) the Consultant's
material breach of his obligations under section 2 hereof and subsequent
failure to substantially cure such breach after notice of such breach; or
(iii) the Consultant's voluntary termination, upon 30 days written notice
to the Corporation, of this Agreement. Following the termination of this
Agreement, the Corporation shall have no further obligations hereunder.
Section 6. No Employment Relationship Created.
The relationship between the Corporation and the Consultant
shall be that of client and independent contractor. The Corporation shall
not assume, and specifically disclaims, any obligations of an employer to
an employee which may exist under applicable law. The Consultant shall be
treated as an independent contractor for all purposes of federal, state
and local income taxes and payroll taxes.
Section 7. Successor and Assigns.
This Agreement will inure to the benefit of and be binding upon
the Consultant, his legal representatives and testate or intestate
distributees, and the Corporation, and their respective successors and
assigns, including, in the case of the Corporation, any successor by
merger or consolidation or a statutory receiver or any other person or
firm or corporation to which all or substantially all of the respective
assets and business of the Corporation may be sold or otherwise
transferred.
Section 8. Notices.
Any communication required or permitted to be given under this
Agreement, including any notice, direction, designation, consent,
instruction, objection or waiver, shall be in writing and shall be deemed
to have been given at such time as it is delivered personally, or five (5)
days after mailing if mailed, postage prepaid, by registered or certified
mail, return receipt requested and addressed to the party at the address
first above written.
Section 9. Severability; Waiver; Modifications.
(1) A determination that any provision of this Agreement, in
whole or in part, is invalid or unenforceable shall not affect the
validity or enforceability of any other provision hereof or of any part of
the provision in question not determined to be unenforceable.
(2) Failure to insist upon strict compliance with any of the
terms, covenants or conditions hereof shall not be deemed to be a waiver
of such term, covenant, or condition. A waiver of any provision of this
Agreement must be made in writing, designated as a waiver, and signed by
the party against whom its enforcement is sought. Any waiver or
relinquishment of any right or power hereunder at any one or more times
shall not be deemed a waiver or relinquishment of such right or power at
any other time or times.
(3) This instrument contains the entire agreement of the
parties relating to the subject matter hereof. No modifications of this
Agreement shall be valid unless made in writing and signed by the parties
hereto.
Section 10. Counterparts; Headings.
This Agreement may be executed in two (2) counterparts, each of
which shall be deemed an original, and all of which shall constitute one
and the same Agreement. The headings of sections in this Agreement are
for convenience of reference only and are not intended to qualify the
meaning of any section. Any reference to a section number shall refer to
a section of this Agreement, unless otherwise stated.
Section 11. Governing Law.
This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of Illinois without giving effect
to the conflict of law principles of such laws. Notwithstanding anything
herein contained to the contrary, any payments to the Consultant by the
Corporation, whether pursuant to this Agreement or otherwise, are subject
to and conditioned upon their compliance with section 18(k) of the Federal
Deposit Insurance Act, 12 U.S.C. Section 1828(k), and any regulations
promulgated thereunder.
Section 12. Indemnification.
To the maximum extent permitted under applicable law, during the
Period of Engagement and for a period of six (6) years thereafter, the
Corporation shall indemnify the Consultant against, and hold him harmless
from any costs, liabilities, losses and exposures to the fullest extent
and on the most favorable terms and conditions that similar
indemnification is offered to any director, officer or former director or
officers of the Corporation or any subsidiary or affiliate thereof.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to
be executed and the Consultant has hereunto set his hand, all as of the
day and year first above written.
_____________________________________
XXXXXX X. XXXXXXX
STATE FINANCIAL SERVICES CORPORATION
By:____________________________________
Title:_________________________________
ATTEST:
By_____________________________________________
Secretary
