Exhibit 10(g).
CONSULTING AGREEMENT
AGREEMENT dated January 19, 1994, by and between Norwest
Corporation ("Norwest"), a Delaware corporation, and Gerald J. Ford
(the "Consultant").
WHEREAS, the Consultant has served as the Chairman,
President and Chief Executive Officer of First United Bank Group,
Inc. ("First United") and its predecessors, and as such has extensive
knowledge of and contacts in the business of commercial banking in
the States of New Mexico and Texas; and
WHEREAS, Norwest has acquired First United (the "Acquisition")
and is desirous of receiving advice from the Consultant with respect
to certain matters; and
WHEREAS, the Consultant is willing to serve as a consultant to
Norwest for the purposes described in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants
contained herein, and upon the terms and conditions hereof, the
parties hereby agree as follows:
1. Effectiveness; Term. This Agreement shall become
effective commencing on the date of this Agreement and, subject to
the terms and conditions hereof, shall continue until the fourth
anniversary hereof.
2. Consultancy. Norwest shall engage the Consultant as
a consultant, and the Consultant hereby accepts such engagement, for
the period and upon the terms and conditions contained in this
Agreement. Consultant shall be an independent contractor.
3. Duties.
(a) Consistent with the provisions of this
Section 3(a), the Consultant shall serve Norwest and shall have such
authority and such responsibilities as Norwest reasonably may
determine from time to time are consistent with the Consultant's
status as a consultant to Norwest, and former President, Chief
Executive Officer and Chairman of First United. Such
responsibilities shall include participation in appropriate
strategies for Norwest and Norwest affiliates in Texas and New Mexico
in light of local markets, identification of acquisition candidates
in the States of Texas and New Mexico for Norwest and Norwest's
affiliates, representation of Norwest at meetings with
representatives of such potential acquisition candidates, and
assistance to Norwest in marketing and other business related
activities in Texas and New Mexico. The consultant shall report to
such senior management personnel of Norwest as its Chief Executive
Officer may reasonably designate.
(b) (i) Throughout the term of this Agreement, the
Consultant shall devote his energy and skill to the performance of
his duties hereunder in a manner which will faithfully and diligently
further the business and interests of Norwest and its affiliates;
provided, however, that the Consultant may serve, or continue to
serve, on the boards of directors of, and hold any other offices or
positions in, or serve as a consultant to, or as employee of, such
companies or organizations which will not materially affect the
performance of the Consultant's duties pursuant to this Agreement,
except that any confidential information pertaining to Norwest that
the Consultant possesses shall be subject to the restrictions set
forth in Section 7 hereof.
102
(ii) The Consultant may perform the duties
specified in this Agreement during the hours, and at the location,
which he selects, except that he shall be required to attend and
participate in such meetings as Norwest may reasonably request.
4. Compensation.
(a) Consulting Fees. During the period of
consultancy, Norwest shall pay the Consultant, as compensation for
the services to be rendered pursuant to the terms hereof, a
consulting fee of $300,000 per year, with such amount payable in
quarterly installments with an installment payable on the twentieth
day of each of January, April, July and October, provided that the
initial amount payable pursuant hereto shall be paid on the execution
hereof and shall not be reduced by virtue of this agreement
commencing subsequent to the 1st day of January, 1994.
(b) Reimbursement of Expenses. Norwest shall
reimburse the Consultant promptly after the Consultant requests
reimbursement for all reasonable travel and other out-of-pocket
expenses incurred by the Consultant in performing his obligations
under this Agreement, provided that the Consultant properly accounts
therefor in accordance with Norwest's existing policies. Reasonable
travel and other expenses shall include, but not be limited to, the
reimbursable travel and expenses customarily paid for by Norwest for
its senior executive officers.
5. Termination of Consulting Duties. If, as a result of
the Consultant's incapacity due to physical or mental illness, the
Consultant shall have been absent from his consulting duties with
Norwest for three consecutive months, or for 90 days in any 12 month
period, and the Consultant shall not have returned to the performance
of his duties under this Agreement, Norwest may terminate this
Agreement for "Disability". Norwest may also terminate this
Agreement upon the death of the Consultant or upon his willful
failure to materially perform his duties hereunder. The Consultant
may terminate this Agreement at any time and for any reason upon at
least 60 days prior written notice to Norwest, provided that if such
notice is given less than 60 days prior to the 20th day of January,
April, July or October, as the case may be, Norwest shall not be
required to make the payment contemplated by Section 4(a) on such
20th day.
6. Successors. In the event Norwest or any of its
successors or assigns (i) consolidates with or merges into any other
person and shall not be the continuing or surviving corporation or
entity of such consolidation or merger, or (ii) transfers or conveys
all or substantially all of its properties and assets to any person,
then, and in each such case, proper provision shall be made so that
the successors and assigns of Norwest assume the obligations set
forth in this Agreement.
7. Confidentiality. All non-public information
regarding Norwest obtained by the Consultant in the performance of
his duties pursuant to this Agreement shall be treated as the sole
property of Norwest, and upon termination of this Agreement, the
Consultant shall return to Norwest all of such written information
and all documents or other materials containing, reflecting or
referring to such information. The Consultant shall keep
confidential all such information, provided, however, the obligation
to keep such information confidential shall not apply to (i) any
information which was or becomes generally known to the public or
(ii) disclosures in accordance with an order of a court of competent
jurisdiction or any administrative agency; provided further, however,
that nothing contained in this Agreement shall be deemed to prohibit
the Consultant from serving as a director, officer, executive, or
consultant with any commercial bank, thrift institution or similar
103
entity, but the Consultant may not in this regard utilize any such
confidential information; and provided further, however, that all
acquisition candidates in the states of New Mexico and Texas
identified by Consultant prior to or during the term of this
Agreement or known to Consultant to have been identified by Norwest
prior to or during the term of this Agreement shall not be identified
to or discussed with any person or entity (other than Norwest and its
representatives) as acquisition candidates by Consultant and
Consultant shall not participate in any discussions or proposals
regarding the potential acquisition of such candidates except on
behalf of and under the direction of Norwest unless Consultant shall
have obtained the prior written consent of Norwest, which consent
shall not be unreasonably withheld.
8. Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed to be an original
but all of which together will constitute one and the same
instrument.
9. Indulgences. Neither the failure nor any delay on
the part of either party to exercise any right, remedy, power or
privilege under this Agreement shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, remedy, power or
privilege preclude any other or further exercise of the same or of
any other right, remedy, power or privilege, nor shall any waiver of
any right, remedy, power, or privilege with respect to any occurrence
be construed as a waiver of such right, remedy, power or privilege
with respect to any other occurrence.
10. Notices. All notices, requests, demands and other
communications required or permitted under this Agreement and the
transactions contemplated herein shall be in writing and shall be
deemed to have been duly given, made and received when sent by
telecopy or personally or one business day after when sent by
overnight delivery service addressed as set forth below:
(i) Norwest Corporation
Sixth and Marquette
Minneapolis, MN 55479-1026
Attn: Secretary
(ii) Gerald J. Ford
Madison Financial Inc.
200 Crescent Court
Suite 1350
Dallas, Texas 75201
Any party may alter the address to which communications
or copies are to be sent by giving notice of such change of address
in conformity with the provisions of this subparagraph for the giving
of notice, which shall be effective only upon receipt.
11. Provisions Separable. The provisions of this
Agreement are independent of and separable from each other, and no
provision shall be affected or rendered invalid or unenforceable by
virtue of the fact that for any reason any other or others of them
may be invalid or unenforceable in whole or in part.
12. Entire Agreement. This Agreement contains the
entire understanding between the parties hereto with respect to the
subject matter hereof, and supersedes all prior and contemporaneous
agreements and understandings, inducements or conditions express or
implied, oral or written except as herein contained, which shall be
deemed terminated effective immediately. This Agreement may not be
modified or amended other than by an agreement in writing executed by
all of the parties hereto.
104
13. Headings. The headings of Sections herein are
included solely for convenience of reference and shall not control
the meaning or interpretation of any of the provisions of this
Agreement.
14. Survival. The terms of Section 7 shall survive
termination of this Agreement.
15. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Minnesota
without giving effect to the principle of conflict of laws thereof.
Nothing in this Agreement shall modify any obligation of Consultant
as a director of Norwest.
IN WITNESS WHEREOF, Norwest has caused this Agreement to
be executed by its officer thereunto duly authorized, and the
Consultant has signed this Agreement, all as of the day and year
first above written.
Norwest Corporation
Attest:
By: /s/ Laurel A. Holschuh By: /s/ Kenneth R. Murray
Title: Secretary Title: Executive Vice President
/s/ Gerald J. Ford
Gerald J. Ford
105