Common use of Consulting Service Clause in Contracts

Consulting Service. Consultant agrees that during the Term (as defined in Section 5) of this Agreement: A. Consultant will devote his best efforts to such position as an independent contractor and will perform such duties and execute the policies of the Company, as the Company’s President and Consultant may mutually agree upon from time to time, and that as an independent contractor, Consultant shall not be an officer or employee of the Company and shall not be subject to the direct control or supervision of the President of the Company with respect to the time spent, research undertaken, or procedures followed in the performance of consulting services rendered hereunder. During the Term of the Agreement, Consultant agrees to consult with the Company, as requested by the Company’s President, on matters related to the business affairs and operations of the Company as they pertain to the former operations of the Bank, strategic planning and product development, merger and acquisition analysis, and business development opportunities that may be available to the Company based upon the Bank’s established reputation and stature in its market area. B. Consultant shall exercise a reasonable degree of skill, prudence and care in performing the services referred to in Section 2.A. above; C. Except as may be limited by Section 6 hereinafter, Consultant may be an employee, officer or director of other companies or entities and may provide consulting services for other companies or organizations; provided that such activities do not conflict with the services and activity that the Consultant is rendering to the Company or any of its subsidiaries or the services or activities of the Company and its subsidiaries; D. Consultant shall be available to render services to Company under this Agreement as requested by the President of the Company commencing on the first date of the initial Term of this Agreement as contained in Section 5 herein. Consultant will agree to provide consulting services to the Company during the one year period after the Effective Time as follows: (i) up to 35 hours per week for the 90-day period after the Effective Time, and (ii) up to 5 hours per week during the balance of the year after the Effective Time. Consultant shall not be obligated to render any services under this Agreement during such period when he is unable to do so due to illness, disability or injury, subject to the terms of Section 5(b) hereof; E. Consultant shall be available for service hereunder upon receipt of not less than five (5) business days’ written notice from Company; and F. Consultant shall not enter into agreements or make commitments on behalf of the Company without prior written consent or approval of the Company or its senior management.

Consulting Service. Consultant agrees (a) Provided that during the Term (Employee remains in employment in accordance with this Agreement until the Retirement Date, or is terminated without Cause as defined in Section 5) of the Award Agreements issued along with this Agreement:, and to the extent the Employee remains in compliance with this Agreement during all applicable periods thereafter, the Company and the Employee agree that: (i) immediately following the Retirement Date, the Employee shall be engaged by the Company as a consultant for a six (6)-month period beginning March 4, 2025 (the “Consulting Period”); and (ii) the Employee shall receive a consulting fee at the monthly rate of $77,250.00, payable on a monthly basis and reported on a Form 1099 to the Employee (the “Consulting Fee”). A. Consultant will devote his best efforts to such position as an independent contractor and will (b) During the Consulting Period, the Employee shall perform such duties knowledge transfer and execute the policies of the Company, strategic consulting services as the Company’s President and Consultant Company may mutually agree upon reasonably request from time to time, it being understood that the average level of services performed by the Employee during the Consulting Period is anticipated to comprise less than twenty percent (20%) of the average level of services performed by the Employee for the benefit of the Company during the thirty-six (36)-month period preceding the Retirement Date. Further, the Employee agrees that, during the Consulting Period, the Employee (i) shall refrain from directly or indirectly contacting any employee, consultant, existing or prospective customer, existing or prospective vendor, counterparty, or other third-party in relation to the business or affairs of the Company Group, (ii) shall not have any authority to bind any member of the Company Group, and (iii) shall not attend the Company Group’s offices or access or use its facilities or systems except as may be requested by the Company. (c) If (i) the Employee engages in conduct during the Consulting Period, or if the Company discovers conduct occurring prior to the Consulting Period, that, in either case, amounts to or would have amounted to a material breach of this Agreement, (ii) the Employee fails to deliver the Confirming Release (as defined herein) within the time period specified therein, or (iii) the Employee revokes the Confirming Release within the time period specified therein, then the Company will be entitled to terminate the Consulting Period without further obligation to the Employee other than payment of the applicable monthly Consulting Fee on a pro-rated basis through the date of termination. If the Employee refuses to provide consulting services as requested or otherwise terminates the Consulting Period, the Company will have no further obligation to the Employee other than payment of the applicable monthly Consulting Fee on a pro-rated basis through the date of termination. (d) The Employee’s relationship with the Company during the Consulting Period will be that as of an independent contractor, Consultant shall and, during his consulting service and except as expressly provided in Section 4(b)(ii) of this Agreement, the Employee will not be an officer or employee entitled to any of the benefits that the Company Group may make available to its employees, including but not limited to group health insurance, life insurance, profit sharing, retirement benefits, paid vacation, holidays or sick leave, or workers’ compensation insurance. During the Consulting Period, the Employee will be responsible to supply his own equipment, including telecommunications equipment, and shall not be entitled to any reimbursement of business expenses. No part of the Consulting Fee will be subject to the direct control or supervision of the President of withholding by the Company with respect to for the time spentpayment of any social security, research undertakenfederal, or procedures followed in the performance of consulting services rendered hereunder. During the Term of the Agreement, Consultant agrees to consult with the Company, as requested by the Company’s President, on matters related to the business affairs and operations of the Company as they pertain to the former operations of the Bank, strategic planning and product development, merger and acquisition analysis, and business development opportunities that may be available to the Company based upon the Bank’s established reputation and stature in its market area. B. Consultant shall exercise a reasonable degree of skill, prudence and care in performing the services referred to in Section 2.A. above; C. Except as may be limited by Section 6 hereinafter, Consultant may be an employee, officer or director of other companies or entities and may provide consulting services for other companies or organizations; provided that such activities do not conflict with the services and activity that the Consultant is rendering to the Company state or any other employee payroll taxes, all of its subsidiaries or which will be the services or activities of the Company and its subsidiaries; D. Consultant shall be available to render services to Company under this Agreement as requested by the President of the Company commencing on the first date of the initial Term of this Agreement as contained in Section 5 herein. Consultant will agree to provide consulting services to the Company during the one year period after the Effective Time as follows: (i) up to 35 hours per week for the 90-day period after the Effective Time, and (ii) up to 5 hours per week during the balance of the year after the Effective Time. Consultant shall not be obligated to render any services under this Agreement during such period when he is unable to do so due to illness, disability or injury, subject to the terms of Section 5(b) hereof; E. Consultant shall be available for service hereunder upon receipt of not less than five (5) business days’ written notice from Company; and F. Consultant shall not enter into agreements or make commitments on behalf of the Company without prior written consent or approval of the Company or its senior managementEmployee’s responsibility.

Consulting Service. Consultant agrees that during the Term (as defined in Section 5) of this Agreement: A. Consultant will devote his best efforts to such position as consultant and an independent contractor to the Company, and he will perform such duties and execute furnish advice and assistance to the policies of Company from time to time as requested by the Company=s President, Chief Financial Office or Chief Operating Officer (collectively, “Senior Management”). The Consultant shall be available to assist the Company as the Company’s President and Consultant may requested by Senior Management, on a monthly basis as mutually agree agreed upon from time to time, and that the Consultant shall be available for a minimum of twenty hours per month to offer such consultation and advice and undertake special projects, as requested. The Consultant shall be acting in the capacity as an independent contractor, Consultant shall and not be as an officer or employee of the Company and Company. The Consultant shall not be subject to the direct control or supervision of the President Senior Management of the Company with respect to the time spent, research undertaken, or procedures followed in the performance of consulting services rendered hereunder. During the Term of the Agreement, Consultant agrees to consult with the Company, as requested by the Company’s PresidentSenior Management, on matters related to the business affairs and operations of the Company as they pertain to the former operations of the Bank, strategic planning and product development, merger and acquisition analysis, community relations and business development opportunities that may be available to the Company based upon the Bank’s established reputation and stature in its market area.Company; B. Consultant shall exercise a reasonable degree of skill, prudence and care in performing the services referred to in Section 2.A. 3.A. above; C. Except as may be limited by Section 6 hereinafterSections 1.B and 7 of this Agreement, Consultant may be an employee, officer or director of other companies or entities and may provide consulting services for other companies or organizations; provided that such activities do not conflict with the services and activity that the Consultant is rendering to the Company or any of its subsidiaries or the services or activities of the Company and its subsidiaries; D. Consultant shall be available to render services to Company under this Agreement as requested by the President of the Company commencing on the first date of the initial Term of this Agreement as contained in Section 5 herein. Consultant will agree to provide such consulting services to the Company under this Agreement during the one year period after the Effective Time as follows: (i) up to 35 hours per week for the 90-day period after the Effective Time, and (ii) up to 5 hours per week during the balance Term of the year after the Effective Timethis Agreement. Consultant shall not be obligated to render any services under this Agreement during such period when he is unable to do so due to illness, disability or injury, subject to the terms of Section 5(b6(B) hereof; E. Consultant shall be available for service hereunder upon receipt of not less than five (5) business days’ days= written notice from the Company; and F. Consultant shall not enter into agreements or make commitments on behalf of the Company without prior written consent or approval of the Company or its senior managementSenior Management.

Consulting Service. The Consultant agrees that during the Term (as defined in Section 5) term of this Agreement: A. (A) The Consultant’s role will be to fill all responsibilities of the position of Vice President, Finance and Chief Accounting Officer of the Company for an interim period, performing the specific duties listed on Exhibit 1 to this Agreement. The Board of Directors of the Company has appointed you to such office effective as of the termination of the employment of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ at the close of business on February 18, 2016. As an officer of the Company elected by the Board, you will be covered by the Company’s D&O policy, which will be confirmed by an acknowledgment obtained from our primary D&O carrier. (B) The Consultant will devote his best efforts to such position as consultant and an independent contractor to the Company. In addition, the Consultant will be available to train the new Corporate Controller when this person will be hired and will provide advice and assistance to the Company from time to time as requested by the Company's Audit Committee and Management. The Consultant shall be available during the term of this Agreement to assist the Company as requested by Management and at the Company’s sole discretion to offer consulting, advice, and assistance or to perform such duties and execute other activities related to the policies finance function of the Company, as . The Consultant shall be acting in the Company’s President and Consultant may mutually agree upon from time to time, and that as capacity of an independent contractor, Consultant shall and not be as an officer or employee of the Company and Company. The Consultant shall not be subject to the direct control or supervision of the President Management of the Company with respect to the time spent, research undertaken, or procedures followed in the performance of consulting services rendered hereunder. During the Term of the Agreement, Consultant agrees to consult with the Company, as requested by the Company’s President, on matters related to the business affairs and operations of the Company as they pertain to the former operations of the Bank, strategic planning and product development, merger and acquisition analysis, and business development opportunities that may be available to the Company based upon the Bank’s established reputation and stature in its market area. B. (C) The Consultant shall exercise a reasonable degree of skill, prudence and care in performing these services. (D) Nothing contained in this Agreement shall limit or restrict the services referred to in Section 2.A. above; C. Except Consultant from serving as may be limited by Section 6 hereinafter, Consultant may be an employee, officer or director of other companies or entities entities, and the Consultant may provide consulting services for other companies or organizations; , provided that such activities do not conflict with the services and activity that the Consultant is rendering to the Company or any of its subsidiaries or the services or activities of the Company and its subsidiaries;. D. (E) The Consultant shall be available to render services to Company under this Agreement as requested by the President of the Company commencing on the first date of the initial Term of this Agreement as contained in Section 5 herein. Consultant will agree to provide such consulting services to the Company under this Agreement during the one year period after the Effective Time as follows: (i) up to 35 hours per week for the 90-day period after the Effective Time, and (ii) up to 5 hours per week during the balance term of the year after the Effective Timethis Agreement. The Consultant shall not be obligated to render any services under this Agreement during such period when he she is unable to do so due to illness, disability or injury, subject to the terms of Section 5(b) hereof; E. Consultant shall be available for service hereunder upon receipt of not less than five (5F) business days’ written notice from Company; and F. The Consultant shall not enter into agreements or make commitments on behalf of the Company, except when approved by management and permitted in the delegation of authority approved by the Board of Directors. (G) It is possible that the Consultant will have to travel to fulfill her responsibilities. The Company without prior written consent or approval will reimburse all out of the Company or its senior managementpocket expenses incurred.

Consulting Service. Consultant agrees that during the Term (as defined in Section 5) of this Agreement: A. Consultant will devote his best efforts to such position as an independent contractor and will perform such duties and execute the policies of the Company, as the Company’s President and Consultant may mutually agree upon from time to time, and that as an independent contractor, Consultant shall not be an officer or employee of the Company and shall not be subject to the direct control or supervision of the President of the Company with respect to the time spent, research undertaken, or procedures followed in the performance of consulting services rendered hereunder. During the Term of the Agreement, Consultant agrees to consult with the Company, as requested by the Company’s President, on matters related to the business affairs and operations of the Company as they pertain to the former operations of the Bank, strategic planning and product development, merger and acquisition analysis, and business development opportunities that may be available to the Company based upon the Bank’s established reputation and stature in its market area. B. Consultant shall exercise a reasonable degree of skill, prudence and care in performing the services referred to in Section 2.A. above; C. Except as may be limited by Section 6 hereinafter, Consultant may be an employee, officer or director of other companies or entities and may provide consulting services for other companies or organizations; provided that such activities do not conflict with the services and activity that the Consultant is rendering to the Company or any of its subsidiaries or the services or activities of the Company and its subsidiaries; D. Consultant shall be available to render services to Company under this Agreement as requested by the President of the Company commencing on the first date of the initial Term of this Agreement as contained in Section 5 herein. Consultant will agree to provide consulting services to the Company during the one year period after the Effective Time as follows: (i) up to 35 3 5 hours per week for the 90-day period after the Effective Time, and (ii) up to 5 hours per week during the balance of the year after the Effective Time. Consultant shall not be obligated to render any services under this Agreement during such period when he is unable to do so due to illness, disability or injury, subject to the terms of Section 5(b) hereof; E. Consultant shall be available for service hereunder upon receipt of not less than five (5) business days’ written notice from Company; and F. Consultant shall not enter into agreements or make commitments on behalf of the Company without prior written consent or approval of the Company or its senior management.

Consulting Service. Consultant agrees that during the Term (as defined in Section 5) term of this Agreement: A. Consultant will devote his best efforts to such his position as an independent contractor and will perform such duties and execute the policies of the Company, Company as determined by its board of directors and its President as the Company’s President Company and Consultant may mutually agree upon from time to time, ; provided that said duties performed by Consultant shall not be inconsistent with the nature and that character of the duties performed by Consultant for the Company when serving as the President and Chief Executive Officer. As an independent contractor, Consultant shall not be an officer or employee of the Company and shall not be subject to the direct control or supervision of the Company or its President of the Company with respect to the time spent, research undertaken, or procedures followed in the performance of consulting services rendered hereunder. During the Term of the Agreement, Consultant agrees to consult with the Company, as requested by the Company’s President, Company on matters related to the business affairs and operations of the Company as they pertain Company, including matters that relate to the former operations of the Bank, strategic planning compliance with applicable banking laws and product development, regulations and merger and acquisition analysis, and planning. It is estimated that such activities will encompass approximately 8 to 10 business development opportunities that may be available to the Company based upon the Bank’s established reputation and stature in its market areadays per month. B. Consultant shall exercise a reasonable degree of skill, prudence and care in performing the services referred to in Section 2.A. Paragraph A above; C. Except as may be limited by Section 6 hereinafter, Consultant may be an employee, officer or director of other companies or entities and may provide consulting services for other companies or organizations; provided that such activities do not conflict with the services and activity that the Consultant is actually rendering to the Company or any of its subsidiaries or the services or activities of the Company and its subsidiaries; D. Consultant shall be available to render services to Company under this Agreement as requested by the Board of Directors or the President of the Company commencing on the first date of the initial Term of this Agreement as contained in Section 5 herein. Consultant will agree to provide consulting services to the Company during the one year period after the Effective Time as follows: (i) up to 35 hours per week for the 90-day period after the Effective Time, and (ii) up to 5 hours per week during the balance of the year after the Effective Time. Consultant shall not be obligated to render any services under this Agreement during such period when he is unable to do so due to illness, disability or injury, subject to the terms of Section 5(b) hereof; E. Consultant shall be available for service hereunder upon receipt of not no less than five (5) business five days’ ' written notice from Company; and F. Consultant shall not enter into agreements or make commitments on behalf of the Company without prior written consent or approval of the Company or its senior managementPresident.

Consulting Service. Consultant agrees that during the Term (as defined in Section 5) of this Agreement: A. Consultant will devote his best efforts to such position as consultant and an independent contractor to the Company, and he will perform such duties and execute furnish advice and assistance to the policies Company from time to time as requested by the Company's President, Chief Financial Officer, Chief Accounting Officer or Chief Operating Officer (collectively, “Senior Management”). The Consultant shall be available to assist the Company as requested by Senior Management, during the Term to offer consultation, advice, assistance or to perform other activities concerning the general business, accounting, financial reporting and records of the Company and the Bank to facilitate the timely completion of the Company’s and the Bank’s audited financial statements for fiscal year ending December 31, as 2009, the preparation of the Company’s President Annual Report to Shareholders and Consultant may mutually agree upon from time to timeAnnual Report on Form 10-K, and that the transition of a new chief financial officer. The Consultant shall be acting in the capacity as an independent contractor, Consultant shall and not be as an officer or employee of the Company and Company. The Consultant shall not be subject to the direct control or supervision of the President Senior Management of the Company with respect to the time spent, research undertaken, or procedures followed in the performance of consulting services rendered hereunder. During the Term of the Agreement, Consultant agrees to consult with the Company, as requested by the Company’s President, on matters related to the business affairs and operations of the Company as they pertain to the former operations of the Bank, strategic planning and product development, merger and acquisition analysis, and business development opportunities that may be available to the Company based upon the Bank’s established reputation and stature in its market area. B. Consultant shall exercise a reasonable degree of skill, prudence and care in performing the services referred to in Section 2.A. above; C. Except Nothing contained in this Agreement shall limit or restrict the Consultant from serving as may be limited by Section 6 hereinafter, Consultant may be an employee, officer or director of other companies or entities entities, and the Consultant may provide consulting services for other companies or organizations; provided that such activities do not conflict with the services and activity that the Consultant is rendering to the Company or any of its subsidiaries or the services or activities of the Company and its subsidiaries;; Notwithstanding the foregoing, nothing herein shall be deemed to waive or limit the restrictions or limitations on the future behavior or activities of the Consultant as set forth in the Separation Agreement and Release between the Company and the Consultant, dated August 17, 2009 (“Separation Agreement”). D. Consultant shall be available to render services to Company under this Agreement as requested by the President of the Company commencing on the first date of the initial Term of this Agreement as contained in Section 5 herein. Consultant will agree to provide such consulting services to the Company under this Agreement during the one year period after the Effective Time as follows: (i) up to 35 hours per week for the 90-day period after the Effective Time, and (ii) up to 5 hours per week during the balance Term of the year after the Effective Timethis Agreement. Consultant shall not be obligated to render any services under this Agreement during such period when he is unable to do so due to illness, disability or injury, subject to the terms of Section 5(b) hereof; E. Consultant shall be available for service hereunder upon receipt of not less than five (5) business days’ ' written notice from the Company; and F. Consultant shall not enter into agreements or make commitments on behalf of the Company without prior written consent or approval of the Company or its senior managementSenior Management.