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Exhibit 10.11
Management Agreement
THIS AGREEMENT, made and entered into this 21 day of January, 1998 by and
between FIRST STATE BANK, a Nebraska State Bank, hereinafter referred to as
"FSB' and Western Management Corporation, a Nebraska corporation,
hereinafter referred to as "WMC".
WITNESSETH:
WHEREAS, FSB desires to avail itself of the services of WMC and utilize its
managerial ability be entering into a management agreement with WMC.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:
I. EFFECTIVE DATE: The effective date of this agreement is January 1, 1998.
II. TERM: The term of this agreement shall be for a period from and after
the effective date thereof to the date of the annual meeting of the Board of
Directors for the year 1998 and shall remain in force and effective from
year to year thereafter, upon renewal hereof in accordance with Article III
below.
III. RENEWAL, MODIFICATION AND TERMINATION: Renewal of this agreement shall
be made by ratification thereof by the Board of Directors of FSB each year
at its annual meeting, beginning with the year 1998, which ratification
shall approve the contract for the coming year. For purposes of this
agreement the "year" referred to in this paragraph shall mean the period
beginning with the date of the annual meeting of the Board of Directors of
FSB to the date of the next such annual meeting as prescribed by the By-laws
of FSB. It is mutually understood and agreed by and between the parties
hereto that this agreement and all terms and conditions therein contained
are subject to negotiations and amendment at each of the said annual
meetings of the Board of directors and that such agreement may be terminated
or renewed by either party.
IV. DELEGATION: It is further mutually understood and agreed that the
formulation of Company policy is not hereby delegated to FSB and that the
function of the Board of Directors of FSB shall not be modified or abridged
by the execution of this agreement. Likewise the appointment of WMC as
manager hereunder shall not operate to relieve the Board of Directors of
FSB, or any member thereof, of any responsibility imposed upon it by law,
V. SERVICES: Subject to the control and supervision of the Board of
Directors of FSB, WMC shall, during the term of this contract, provide
services as set forth below in the management of FSB. Such services shall
include. but not be limited to:
1. Strategic planning
2. Tax planning and Budgeting
3. Business development
4. Salary administration
5. Bond and security purchase planning
6. Community and industry relation
7. Marketing
8. Replacement and continuity of management
9. Problem loan resolution
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10. Other tasks as may be assigned by the Board
11. Membership on loan committee and problem loan resolution
12. Quarterly and annual filings of required Federal Reserve Reports
VI. COMPENSATION: For and in consideration of the functions described, FSB
agrees to pay the sum of $36,000-00 (Thirty -Six Thousand and no/100's
dollars) annually. Paid in monthly installments of $3,000.00 due on the 10th
of each month. Additional fees, based on a billing statement from WMC, not
to exceed $50,000 (Fifty Thousand dollars) may be billed annually at an
hourly rate of $85.00 per hour for Xxxx X. Xxxxx, $65.00 per hour for Xxxx
X. Xxxxxxx, and $65.00 per hour for Xxxxxxx X. Xxxxx and $50 for other
personnel as deemed necessary, shall be due and payable upon approval at the
FSB December Board meeting. All out of pocket expenses of WMC personnel will
be reimbursed by FSB. If in the opinion of FSB, the Bank is unprofitable or
unable to make such payment, all or any part of the payment due may be
deleted. FSB management has determined this fee to be reasonable based on a
survey of like type of service available in the market place.
VII. LIABILITY: Neither WMC nor the personnel furnished by it shall be
liable for mistakes or errors in judgement relating to the operations of and
shall not be liable for any loss or mistakes of law by an officer furnished
by it.
VIII. BINDING EFFECT: It is further agreed that this contract shall be
binding upon all parties hereto and upon all parties hereto and upon their
successors and assigns.
IX. AGREEMENTS: This agreement shall continue in force from year to year
until cancelled.
WITNESS our hands and seal this 21 day of January, 98.
WESTERN MANAGEMENT CORPORATION FIRST STATE BANK
By: /s/ Xxxx X Xxxxxxx By: /s/ Xxxx Xxxxxx
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