EXHIBIT 10 (m)
AGREEMENT
This agreement is made the 1st day of January, 2001 between North
Valley Bancorp and J. M. Wells, Jr., Attorney at Law, upon the following terms
and conditions:
1. J. M. Wells, Jr. shall serve as General Counsel and Corporate
Secretary for North Valley Bancorp and its Subsidiaries.
2. J. M. Wells, Jr. shall provide to North Valley Bancorp and its
subsidiaries, North Valley Bank and Six Rivers National Bank the following
services :
A. Prepare and maintain Minutes of the Meetings of the
Board of Directors of North Valley Bancorp, North
Valley Bank and Six Rivers National Bank, Minutes of
Annual Meeting of Shareholders of North Valley
Bancorp and other appropriate corporate records.
B. Assist in the preparation of the Annual 10k, proxy
materials for Annual Meeting, and other necessary
filings with the Securities Exchange Commission in
conjunction with Special Counsel for Securities Law
matters. Primary responsibility for Securities Law
compliance will remain with Coudert Brothers.
C. Primary responsibility for all internal corporate
legal documents for North Valley Bancorp and
subsidiaries, such as employment agreements, option
agreements, indemnity agreements.
D. Review of all Bancorp and subsidiary policies to be
approved by the Board of Directors.
E. Review and assistance in negotiating contracts with
third party providers of services and goods to North
Valley Bancorp and subsidiaries.
F. Assistance in connection with merger and acquisition
activities, including negotiations and review of
initial documents in connection with a proposed
merger and preparation of letter of intent. It is
contemplated that, if a letter of intent is executed
by North Valley Bancorp with respect to a future
acquisition, that additional fees will be paid for
the services to be performed specifically in
connection with that acquisition. Those fees will be
negotiated at that time.
G. Provide General Legal advice to appropriate
designated officers of North Valley Bancorp and its
subsidiaries with respect to various banking law or
operational issues which may arise in the normal
course of business.
H. Manage and coordinate the use of all outside legal
services. All legal issues would be processed through
General Counsel, who would either handle the issue,
or when it required special expertise, such as
litigation, Employee Benefit Plan issues, special
employment law issues, and Securities Law issues,
refer the matter to outside counsel and act as the
direct contact with outside counsel, unless it was
appropriate to have direct contact between a Bank
officer or employee deal directly with outside
counsel.
3. The term of the agreement would be from January 1, 2001 to
December 31, 2003.
4. The Company shall pay the sum of Ten Thousand Dollars per
month, which monthly retainer amount will be reviewed annually, provided that in
no event shall the monthly retainer be less than Ten Thousand Dollars per month.
Fees for services are not set by law and are negotiable between the parties.
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5. The Company shall provide office space, necessary secretarial
and other support services, and reimbursement for out of pocket expenses
reasonably incurred in performance of these services.
6. Any controversy or claim arising out of or relating to this
Agreement or breach of this Agreement shall be submitted to binding arbitration
by an arbitrator selected by the parties. If the parties are unable to select an
arbitrator, then such arbitrator shall be appointed by the Shasta County
Superior Court, after petition to said court by any party pursuant to California
Code of Civil Procedure section 1281.6. The court shall select and make
available to the parties the names of proposed arbitrators from its civil
litigation arbitration panel (the Nominees). Each party to the arbitration
shall have the right to reject one of the Nominees proposed by the court within
the time limits imposed by the court. The court shall then select the arbitrator
from the remaining Nominees.
(a) FEES AND COSTS. The parties shall each pay one half
of all fees and costs for the arbitration, provided
that the arbitrator may, in his discretion, determine
that one of the parties should bear more than one
half of the fees and costs of arbitration.
(b) CONDUCT OF ARBITRATION. The parties agree that the
arbitration shall be conducted according to the
provisions of Title 9, Chapter 3, of California Code
of Civil Procedure, commencing with section 1282, et.
seq.
(c) DISCOVERY. The parties may obtain discovery in aid of
the arbitration to the fullest extent permitted in
arbitration under law, including California Code of
Civil Procedure section 1283.05. All discovery shall
be resolved by the arbitrator
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(d) ENFORCEMENT OF JUDGMENT. The arbitration award shall
be final and binding upon the parties and may be
enforced by judgment upon application to a court of
competent jurisdiction.
(e) ATTORNEYS FEES. Attorneys fees may be awarded to the
prevailing party in the discretion of the arbitrator.
7. Any notices to be given hereunder by either party to the other
shall be in writing and may be transmitted by personal delivery or by U.S. mail,
registered or certified, postage prepaid with return receipt requested. Mailed
notices shall be addressed to the parties at the addresses listed as follows:
Client: North Valley Bancorp
880 East Cypress Avenue
Redding, California 96002
Attorney: J. M. Wells, Jr., Attorney at Law
P.O. Box 992006
Redding, California 96099-2006
Each party may change the address for receipt of notices by
written notice in accordance with this Paragraph 7. Notices delivered personally
shall be deemed communicated as of the date of actual receipt; mailed notices
shall be deemed communicated as of three (3) days after the date of mailing.
8. Any modification of this Agreement will be effective only if
it is in writing and signed by the parties or their authorized representatives.
9. The laws of the United States of America and the State of
California shall govern the validity, construction and effect of this Agreement.
NORTH VALLEY BANCORP ATTORNEY
By: /s/ /s/ J.M. WELLS, JR.
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J. M. Wells, Jr.
Title:
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