Exhibit 10.18
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made and entered into this 11th day of
October, 2004, effective May 1, 2004 (the "Effective Date"), by and between West
Bancorporation, Inc., an Iowa corporation (hereinafter referred to as
"Corporation") and Xxxxx X. Xxxxxx (hereinafter referred to as "Consultant").
Corporation and Consultant hereby agree as follows:
1. Services. Corporation hereby retains Consultant to provide consulting
services on mutually agreeable matters throughout the term of this Agreement,
and Consultant agrees to provide such services as reasonably requested by
Corporation. Such consulting services shall be performed in such manner, and at
such times and places as may be agreed upon by the parties. The time spent on
such services shall not exceed 480 hours per year.
2. Term. The terms reflected in this Agreement became effective May 1,
2004, and shall continue until the death of Consultant, unless earlier
terminated in accordance with the provisions of paragraph 9.
3. Compensation. As compensation for the consulting services to be
performed hereunder, Corporation shall pay to Consultant the sum of $110,479.83
per annum, payable in equal monthly installments on the first day of each month,
for the period from January 1, 2004 through December 31, 2004. The compensation
shall be increased for subsequent years this Agreement remains in effect, in an
amount equal to the product of the previous year's compensation multiplied by
the increase in the Consumer Price Index for the previous year. All increases
shall be made retroactive to January 1 of each subsequent year of this
Agreement. Due to Consultant's status as an independent contractor, Consultant
shall be responsible for his own taxes, social security, and Medicare, and no
sums shall be withheld from Consultant's compensation for such purposes.
Corporation shall annually issue an IRS Form 1099 to Consultant to reflect the
amounts paid hereunder.
4. Health Insurance.
(a) Corporation shall provide and pay 75% of the premium for family
health insurance coverage for Consultant and his spouse consistent with
the health care benefits in effect on the Effective Date of this
Agreement. It is acknowledged that as of the Effective Date, Corporation
pays 75% of the premium for a Medicare B/Supplemental Drug policy, and
that the parties intend that coverage at that level shall be maintained
throughout the term of this Agreement and beyond its term in accordance
with subparagraph (b) below. In the event identical group coverage becomes
unavailable, it is understood that Consultant (or his surviving spouse)
will pay no more than 25% of the premium for any comparable benefit.
(b) The health insurance benefit provided to Consultant and his
spouse hereunder shall survive any termination of this Agreement by the
Corporation and, with respect to the health benefit applicable to
consultant's spouse, shall survive the termination of this Agreement due
to the death of Consultant. Corporation's obligation to provide health
insurance benefits shall cease if this Agreement is terminated by the
Consultant for any reason other than his death.
5. Other Benefits. During the term of this Agreement, Consultant shall be
entitled to the following additional benefits:
(a) Consultant shall be provided full membership in Xxxx Oaks
Country Club, at the rate applicable to Consultant's membership category.
(b) Consultant shall be provided a new company car of Consultant's
selection at a cost not to exceed $30,000.00 every two (2) years. Any
costs incurred at Consultant's discretion in excess of $30,000.00 shall be
paid by Consultant. At the time a new car is purchased, Consultant shall
have the option to purchase the company car previously provided at the
NADA trade-in value for a similar vehicle.
(c) Consultant shall be provided trust services by West Bank at the
cost applicable to such services as of November 2000.
(d) Corporation shall reimburse Consultant for legal and accounting
fees incurred by Consultant to a maximum of $10,000.00 annually.
6. Expenses. Corporation shall reimburse Consultant for any incidental
out-of-pocket expenses reasonably incurred by Consultant in providing the
services contemplated by this Agreement, upon Consultant's submission of a claim
therefor in a form satisfactory to Corporation. Reasonable travel expenses shall
be reimbursable to the extent travel is requested by the Corporation and agreed
to by the Consultant.
7. Office Space and Services. Corporation shall provide office space and
secretarial services at Corporation's West Des Moines location.
8. Independent Contractor. In the provision of services hereunder,
Consultant's status shall be that of independent contractor. Consultant shall
not be deemed an employee or agent of Corporation or any of its subsidiaries,
and shall be expected to exercise independent control and discretion in the
time, place and manner the consulting services described in paragraph 1 are
performed. Except for the benefits described in this Agreement Consultant shall
not be entitled to any benefits accorded an employee of the Corporation.
9. Termination. Any termination under this paragraph 9 shall be
accomplished by written notice by the terminating party.
(a) By the Corporation. This Agreement may be terminated by the
Corporation at its option in the event of (i) the Consultant's
material breach of the terms of this Agreement; or (ii) the
Consultant's conviction of a felony punishable by imprisonment for a
term exceeding one year.
(b) By the Consultant. This Agreement may be terminated by the
Consultant in the event of the Corporation's material breach of the
terms of this Agreement.
10. Miscellaneous. This Agreement has been executed and shall be construed
in accordance with the laws of the State of Iowa. This Agreement supersedes all
prior agreements and understandings between the parties hereto, and no
amendments or variations of the terms of this Agreement shall be valid unless
made in writing and signed by Consultant and a duly authorized representative of
the Corporation. A waiver of any of the terms or conditions hereof shall not be
construed as a general waiver by Corporation and Corporation shall be free to
reinstate any terms or conditions waived subsequent to the effective date of
this Agreement, with notice to Consultant.
11. Notice. Notices required to be given under this Agreement shall be
deemed to have been duly given and received upon delivery, or upon mailing if
mailed by certified mail, return receipt requested. In either case, the notice
shall be addressed or delivered to the parties as follows:
Corporation: West Bancorporation, Inc.
ATTN: President
0000 00xx Xx.
Xxxx Xxx Xxxxxx, XX 00000
Consultant: Xxxxx X. Xxxxxx
0000 Xxxx Xxxx Xxxxx
Xxxx Xxx Xxxxxx, XX 00000
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.
WEST BANCORPORATION, INC.
By: /s/ Xxxxxx Xxxxxxxxx /s/ Xxxxx X. Xxxxxx
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Xxxxxx Xxxxxxxxx, Xxxxx X. Xxxxxx
Chairman, President and CEO
CORPORATION CONSULTANT