1
Exhibit 10.2
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT made and entered into this 9th day of
February, 1996, by and between FIRST NATIONAL BANK OF MCMINNVILLE (the "Bank")
and XXXXXX X. XXXXX ("Consultant");
WHEREAS, Consultant has agreed to perform certain consulting services
for the Bank; and
WHEREAS, the Bank desires to retain the services of Consultant; and
NOW, THEREFORE, in consideration of the mutual promises contained
herein, the parties agree as follows:
1. CONSULTING SERVICES. Consultant agrees to provide the
following services:
(a) to serve as Chairman of the Board of Directors;
(b) act as liaison between the Board of Directors, Senior
Management and the Bank staff;
(c) recruit new Board members as needed;
(d) to attend Bank related functions as is deemed necessary by the
Board of Directors.
2. COMPENSATION. As compensation for the consulting services
provided by Consultant, the Bank agrees to pay the Consultant on the first
(1st) of every month the amount of $1,000.00, which equates to an annual
consulting fee of $12,000.00. The first payment shall be due February 1, 1996.
The Consultant shall under no circumstances be deemed an employee of the Bank
and Consultant shall be responsible for self-employment tax on all consulting
fees received. The Consultant shall not be eligible to participate in any
employee pension or profit sharing plans.
3. ATTENDANCE TO NATIONAL, STATE AND LOCAL MEETINGS. The Bank
and the Consultant mutually agree that in order for the Consultant to properly
perform his consulting services, the Consultant shall attend meetings. For
example
(a) Tennessee Bankers Association;
(b) American Bankers Association; and
(c) Other Bank related meetings.
The Consultant and his employees shall attend the meetings set out
above unless it is deemed unnecessary by Consultant. All expenses of
attendance of the meetings including travel, lodging, meals and entertainment
expenses shall be reimbursed to the Consultant by the Bank.
4. ENTERTAINMENT EXPENSES. The Consultant shall be expected to
perform a limited amount of entertaining in his role as Chairman of the Board
of Directors with said expenses being reimbursed by the Bank. The Consultant
shall provide full documentation of all expenditures when submitting any
request for reimbursement.
5. CIVIC ORGANIZATIONS. The Bank believes that it is
necessary in order for the Consultant to fulfill his consulting obligations for
the Consultant to be an active member in various civic and community
organizations such as Rotary, etc. The Consultant shall pay all the costs
including, but not limited to, dues associated with said organizations.
2
6. SECRETARIAL AND OFFICE SPACE. The Bank shall provide an
office for the Chairman to use on an as-needed basis at the Bank and shall
provide secretarial services and other support services as are necessary for
the Consultant to properly perform his consulting services.
7. TERM. This Consulting Agreement shall begin on January 1,
1996 and shall be renewed annually as long as Xxxxxx X. Xxxxx serves as
Chairman of the Board. This Consulting Agreement shall automatically be
terminated upon the death of the Consultant. The Consultant's estate shall be
entitled to receive payment for all expenditures incurred by the Consultant on
behalf of the Bank for which Consultant is entitled to reimbursement.
8. Any notice required or desired to be given pursuant to this
Agreement shall be in writing and mailed to the parties at the following
addresses:
If to Consultant:
Xx. Xxxxxx X. Xxxxx
If to Bank:
First National Bank
000 Xxxx Xxxx Xxxxxx
XxXxxxxxxxx, XX 00000
9. GOVERNING LAW. This Agreement shall be governed by Tennessee
Law.
10. ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties. It may not be changed orally, but only by an
agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, extension or discharge is sought.
IN WITNESS WHEREOF; the parties have executed this Agreement on the
date first written above.
FIRST NATIONAL BANK OF MCMINNVILLE
By:/s/ Xxxxxxx Xxxxxx
----------------------------------
Title: Pres.
------------------------------
/s/ Xxxxxx X. Xxxxx
------------------------------------
Xxxxxx X. Xxxxx
