EX-10.18 10 ex10-18todec312006form10ka.htm EXHIBIT 10.18 TO DECEMBER 31, 2006 FORM 10-K/A ex10-18todec312006form10ka.htm
EXHIBIT 10.18
 
CONSULTING AGREEMENT
 
Agreement made this 14th day of November, 2003, by and between CBG Services, Inc., a Wisconsin corporation, which maintains its principal office at 14100 West National Ave., New Berlin, Wisconsin, hereafter referred to as "SERVICES"; and Blarney Stone Consulting, LLC, of 14460 Surrey Bend, Brooksville, FL 34609, hereafter referred to as "BSC".
 
RECITALS
 
WHEREAS, SERVICES is a wholly owned subsidiary of Merchants and Manufacturers Bancorporation, Inc., a multi-bank holding company, and
 
WHEREAS, SERVICES supplies various support services to banks owned by Merchants, including technology, training, marketing, card services, human resources and other core services, and
 
WHEREAS, BSC has expertise in these areas, and
 
WHEREAS, SERVICES does desire to engage BSC on a non-exclusive basis
 
NOW THEREFORE, as an inducement to BSC to provide consulting services and advise SERVICES on matters which are within the area of expertise; and for good and other valuable consideration; and on the terms, provisions, and conditions hereof, the parties agree as follows:
 
SECTION ONE
INCORPORATION BY REFERENCE
 
The forgoing recitals are incorporated herein by this reference; and this agreement shall be construed by reference thereto.
 
SECTION TWO
NATURE AND TERM OF SERVICE
 
SERVICES agrees to engage the services of BSC and BSC agrees to perform services as Consultant for a term of three (3) years, from January 15, 2004 to January 15, 2007.
 
BSC shall provide an average of 45 hours per month of consulting services in areas of its expertise.  22.5 of said hours to be performed on-site.
 



SECTION THREE
DUTIES AND RESPONSIBILITIES
 
During the term of this agreement BSC shall devote its nonexclusive services to SERVICES for an average of 45 hours per month.  Said services shall include serving on the board of directors, consulting with the heads of IT, Operations, Training, Card Services, Human Resources and other areas as determined by the Chairman of Merchants.
 
SECTION FOUR
COMPENSATION
 
In consideration of all services rendered during the term of this agreement, including any necessary travel time, BSC shall be compensated at a rate of $ 5,507.83 Per month, which compensation shall be due and payable at the end of each month.
 
SERVICES will not deduct federal, state, and social security taxes, or workman's compensation, or unemployment insurance premiums, from such compensation, the payment of which shall be the sole and exclusive responsibility of BSC as an independent contractor.  BSC shall also be responsible for any and all pertinent benefit items including, but not limited to retirement plans contributions, and medical and dental insurance premiums.
 
SERVICES will arrange for the transfer to BSC of the automobile currently being using by Thomas Sheehan.
 
SECTION FIVE
RELATIONSHIP OF PARTIES
 
The parties to this agreement stipulate that BSC is a LLC, and that the relationship created by this agreement is that of a principal-independent contractor; and that BSC is not an employee of SERVICES or any of its subsidiaries; and that BSC is not entitled to benefits normally provided by SERVICES to an employee.  It is further agreed and understood that by reason of the independent contractor status of consultant, CBG Services will not withhold from compensation paid to BSC any sums for federal and state withholding taxes and/or FICA taxes, and/or unemployment or workmen's compensations insurance.
 
BSC may operate its business for the benefit of others during those periods when BSC is not performing work under this contract for SERVICES.
 
BSC will be responsible for, and shall hold SERVICES harmless by reason of any negligence, or intentional acts or omissions that may cause damage to any person or party as a result of the performance of this agreement.
 



SECTION SIX
TERMINATION
 
This agreement will terminate upon the death or disability of Thomas J. Sheehan or upon the date specified in Section Two of this Agreement, as the case may be.
 
SECTION SEVEN
CONFIDENTIALITY
 
BSC acknowledges that any information BSC has obtained or will obtain in the future regarding the operation of SERVICES, its products, services, policies or any other aspect of its business is confidential; and shall not be revealed or disclosed to any person, company, or other entity without the express written permission of SERVICES.  BSC acknowledges that they are aware of, and will adhere to, the restrictions of the privacy provisions of the Gramm-Leach-Bliley Act, and as amended from time-to-time.  This provision shall be in full force and effect from the effective date of this agreement, and shall survive the termination of this agreement unless extended due to the provisions of any pertinent law or statute.
 
SECTION EIGHT
CHANGES AND ALTERATIONS
 
No change, alteration, modification, or addition to this agreement shall be effective unless in writing and properly executed by the parties hereto.
 
SECTION NINE
ASSIGNMENT
 
This agreement may not be assigned or otherwise transferred by either party hereto.
 
SECTION TEN
OTHER AGREEMENTS
 
This agreement supersedes all previous agreements and understandings with respect to the matters covered hereby.  Agreements dated prior to the execution of this agreement between Thomas J. Sheehan and Merchants, parent of SERVICES are hereby terminated on the effective date of this agreement.
 
SECTION ELEVEN
APPLICABLE LAW
 
This agreement and any disputes relating thereto shall be construed under and pursuant to the laws of the State of Wisconsin
 



SECTION TWELVE
CONTRACT TERMS EXCLUSIVE
 
This agreement constitutes the entire agreement between the parties hereto and the parties acknowledge and agree that neither of them has made any representations with respect to the subject matter of this agreement, or any representations inducing the execution and delivery hereof; except as specifically set forth herein; and each of the parties hereto acknowledge that he or it has relied on its own judgment in entering the same.
 
IN WITNESS WHEREOF, the parties here have executed this agreement on the date first written above.
 
Blarney Stone Consulting, LLC
 
By /s/ Thomas Sheehan                                       
 
CBG Services, Inc.
 
By /s/ Thomas Sheehan                                       
 
Approved:
Merchants and Manufacturers Bancorp, Inc.
 
By /s/ Michael J. Murry                                       
 
 
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