Unassociated Document


    

      EXHIBIT
        10.8

       

      CONSULTING
        AGREEMENT

       

      This
        Agreement (this “Agreement”) is entered into as of the 1st
        day of
        September, 2006 by and between Grand River Commerce, Inc. (the “Company”) having
        its principal place of business in Grand Rapids, Michigan, and Robert Bilotti,
        an adult individual residing in the State of Michigan (the
“Consultant”).

       

      The
        parties hereto agree as follows:

       

      1. Engagement.
        The
        Company hereby engages the Consultant and the Consultant hereby agrees to
        render, at the request of the Company, independent advisory and consulting
        services for the Company in connection with the Company’s organization of a
        proposed bank (the “Bank”) upon the terms and conditions hereinafter set forth.


       

      2. Term.
        The
        term
        of this Agreement shall begin as of the date of this Agreement and shall
        terminate on the earlier of (i) September 30, 2008; (ii) the date on which
        the
        Bank receives (and satisfies all conditions to opening for business under)
        its
        authorization to commence its banking business (the “Certificate of Authority”)
        from the Michigan Office of Financial and Insurance Services and approval
        of
        Insurance of Accounts from the Federal Deposit Insurance Corporation; (iii)
        the
        date on which the Company advises the Consultant that it has abandoned its
        effort to obtain the Certificate of Authority; (iv) the date on which the
        Consultant receives written notice from the Company that it is terminating
        this
        Agreement “for cause” as hereafter defined; or (v) the death or disability of
        the Consultant (as used herein, the disability of the Consultant shall be
        deemed
        to have occurred when she has been unable to perform his or her services
        under
        this Agreement for a period of forty-five (45) consecutive days or the
        Consultant has made any claim under any disability insurance policy. As used
        herein, “for cause” shall be defined as follows: (i) the Consultant’s failure to
        use diligent and good faith efforts to perform the services requested by
        the
        Company under this Agreement (which failure is not cured within thirty (30)
        days
        following written notice to the Consultant); (ii) the Consultant’s willful
        misconduct or gross negligence in the performance of his or her services
        hereunder; or (iii) the Consultant’s conviction of a crime or involvement in any
        conduct which could, in the judgment of the Company, adversely impact on
        the
        reputation of the Company or the Bank or the prospects of the Bank receiving
        its
        Certificate of Authority.

       

      3. Compensation.
        During
        the term of this Agreement, as compensation for all services rendered by
        the
        Consultant under this Agreement, the Company shall pay the Consultant the
        following amounts:

       

      (a) Consulting
        Fee.
        The
        Company shall pay the Consultant the sum of twelve thousand five hundred
        dollars
        ($12,500) per month (prorated for any partial month), which shall be paid
        in
        arrears in two installments of six thousand two hundred fifty dollars ($6,250)
        each on the 15th
        and
        30th
        day of
        each calendar month.

       

      (b) Medical
        Benefits.
        The
        Company shall reimburse the Consultant, not less frequently than monthly,
        upon
        presentment of appropriate documentation the amount paid by the Executive
        to
        continue, without interruption, family medical benefits coverages 

       

      (c) Deductions.
        All such
        compensation shall be payable without deduction for federal income, social
        security, or state income taxes or any other amounts.

       


      ©
        Copyright 2006 - All Rights Reserved

          Jenkens
        & Gilchrist, P.C.

      
        
           

        

        
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      (d) Termination
        Payment.
        If,
        for
        any reason, other than a termination by the Company “for cause,” the Company
        terminates this Agreement during its term and without the Employment Agreement
        referenced in Paragraph 10 of this Agreement becoming effective, Consultant
        will
        be entitled to receive a lump sum payment, payable on the date of termination,
        equal to four months of consulting fees. The Termination Payment due pursuant
        to
        this Section 3(d) shall be the Consultant’s exclusive remedy upon termination by
        the Company for any reason other than “for cause.”

       

      4. Duties.
        The
        Consultant shall render services conscientiously and shall devote his or
        her
        attention, efforts and abilities to the establishment of the Bank, including
        without limitation obtaining regulatory approvals, site development activities,
        personnel matters and capital raising activities, at such times during the
        term
        hereof and in such manner as reasonably requested by the Company, and performed
        at such places and at such times as are reasonably convenient to the Company
        and
        the Consultant. The Consultant shall observe all policies and directives
        promulgated from time to time by the Company’s Board of Directors.

       

      5. Expenses.
        The
        Consultant shall be reimbursed by the Company for all reasonable business
        expenses which were incurred by the Consultant during the performance of
        his or
        her services hereunder; provided, any such reimbursement in excess of $1,500
        in
        any month shall require the prior written approval of the Company’s Board of
        Directors or a committee thereof; provided, however, that any expenses set
        forth
        in the organizational budget shall be deemed to be approved unless the Company’s
        Board of Directors makes an express determination to the contrary prior to
        the
        time at which the expense is incurred; and provided further that expenses
        related to travel, including without limitation, airplane, mileage reimbursement
        and overnight lodging, shall not be subject to the $1,500 cap (such expenditures
        are still subject to the subsequent sentence regarding documentation and
        reporting). The Company’s obligation to reimburse the Consultant pursuant to
        this paragraph shall be subject to the presentation to the Company’s Board of
        Directors or a committee thereof by the Consultant of an itemized account
        of
        such expenditures, together with supporting vouchers, in accordance with
        any
        policies of the Company in effect from time to time.

       

      6. Independent
        Contractor.
        It is
        expressly agreed that Consultant is acting as an independent contractor in
        performing services hereunder. The Company shall carry no worker’s compensation
        insurance or any health or accident insurance to cover Consultant. The Company
        shall not pay any contributions to Social Security, unemployment insurance,
        federal or state withholding taxes, nor provide any other contributions or
        benefits which might be expected in an employer-employee
        relationship.

       

      7. Covenant
        Not to Compete.
        The
        Consultant hereby acknowledges and recognizes the highly competitive nature
        of
        the Company’s business and accordingly agrees that, during the term of this
        Agreement, the Consultant will not, except as provided in Paragraph 4 hereof,
        directly or indirectly:

       

      (a) engage
        in
        any business activity related to the business of banking or financial services,
        or the formation of any entity for the purpose of engaging in such a business
        (other than on behalf of the Company to the extent that the Consultant is
        then
        in the employ of or consulting for the Company), whether such engagement
        is as
        an officer, director, proprietor, employee, partner, member, investor (other
        than as a passive investor in less than one percent (1%) of the outstanding
        capital stock of a publicly traded corporation), consultant, advisor, agent
        or
        other participant in another business,

       

      (b) assist
        others in engaging in any of the business activities prohibited to the
        Consultant under clause (a) above, or

       


      
        
           

        

        
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      (c) induce
        employees of the Company to engage in any activities hereby prohibited to
        the
        Consultant or to terminate their employment.

       

      The
        term
        of this restriction shall be extended for a period of time equal to any period
        of time during which the Consultant violates or fails to observe the provisions
        of this paragraph.

       

      8. No
        Disclosure of Confidential Information.
        The
        Consultant acknowledges that the Company’s trade secrets and private processes,
        as they may exist from time to time, and confidential information concerning
        the
        formation and development of the Bank, the Bank’s planned products, technical
        information regarding the Bank, and data concerning potential customers of
        and
        investors in the Bank are valuable, special, and unique assets of the Company,
        access to and knowledge of which are essential to the performance of the
        Consultant’s duties under this Agreement. In light of the highly competitive
        nature of the industry in which the business of the Company is conducted,
        the
        Consultant further agrees that all knowledge and information described in
        the
        preceding sentence not in the public domain and heretofore or in the future
        obtained by the Consultant as a result of his or her engagement by the Company
        shall be considered confidential information. In recognition of this fact,
        the
        Consultant agrees that the Consultant will not, during or after the term
        of this
        Agreement, disclose any of such secrets, processes, or information to any
        person
        or other entity for any reason or purpose whatsoever, except: (a) as required
        by
        subpoena or court order, in which case Consultant shall give Company at least
        10
        days’ notice; or (b) as necessary in the performance of the Consultant’s duties
        as a consultant to the Company and then only upon a written confidentiality
        agreement in such form and content as requested by the Company from time
        to
        time. Consultant shall not make use of any of such secrets, processes or
        information for Consultant’s own purposes or for the benefit of any person or
        other entity (except the Company and its subsidiaries, if any) under any
        circumstances during or after the term of this Agreement.
        Consultant acknowledges that all such confidential information is property
        of
        the Company and/or the Bank and agrees that upon Consultant’s termination all
        such confidential information shall be returned to the Company within
        twenty-four (24) hours of such termination.

       

      9. Remedies.
        The
        Consultant acknowledges and agrees that the Company’s remedy at law for a breach
        or threatened breach of any of the provisions of Paragraphs 7 and 8 of this
        Agreement would be inadequate. In recognition thereof, if the Consultant
        breaches or threatens to breach any provision of Paragraphs 7 and 8 of this
        Agreement, the Company shall be entitled to equitable relief in the form
        of
        specific performance, a temporary restraining order, a temporary or permanent
        injunction or any other equitable remedy which may then be available in addition
        to any of its remedies at law. Nothing herein shall prohibit the Company
        from
        pursuing any other right or remedy available to it for such breach or threatened
        breach.

       

      10. Employment
        Agreement.
        It is
        anticipated that the Consultant and the Bank will enter into an Employment
        Agreement having a term of not less than three years, in a form satisfactory
        to
        each of the Consultant and the Bank in their reasonable discretion, subject
        to
        the approval of such form by the Bank’s primary regulators and modifications to
        such form as may be required by the regulators, which Employment Agreement
        shall
        be effective as of the date on which the Michigan Office of Financial and
        Insurance Services issues the Certificate of Authority to the Bank and the
        Federal Deposit Insurance Corporation issues approval for Insurance of
        Accounts.

       

      11. Assignment.
        This
        Agreement is a personal one, being entered into in reliance upon and in
        consideration of the personal skill and qualifications of Consultant. Consultant
        shall therefore not voluntarily or by operation of law assign or otherwise
        transfer the obligations incurred on its part pursuant to the terms of this
        Agreement without the prior written consent of Company. Any attempted assignment
        or transfer by Consultant of its obligations without such consent shall be
        wholly void.

       


      
        
           

        

        
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      12. Modification
        of Agreement.
        This
        Agreement may be modified by the parties hereto only by a written supplemental
        agreement executed by both parties.

       

      13. Notice.
        Any
        notice required or permitted to be given hereunder shall be sufficient if
        in
        writing, and if sent by any nationally recognized courier service providing
        for
        receipt of delivery, registered or certified mail, postage prepaid, or by
        fax
        followed by such mail, addressed as follows:

       

      If
        to
        Company:

      


      ________________________________

      ________________________________

      ________________________________

      Attention:
        ______________, _________

      


      If
        to
        Consultant:

       

      Robert
        Bilotti

      
        ________________________________

        ________________________________

      

      


      or
        to
        such other address as the parties hereto may specify, in writing, from time
        to
        time.

       

      14. Waiver
        of Breach.
        The
        waiver by either party of any breach of any provision of this Agreement shall
        not operate or be construed as a waiver of any subsequent breach.

       

      15. Entire
        Agreement.
        This
        Agreement contains the entire agreement of the parties relating to the subject
        matter of this Agreement and supersedes any prior written or oral arrangements
        with respect to the Consultant’s engagement by the Company.

       

      16. Successors,
        Binding Agreement.
        Subject
        to the restrictions on assignment contained herein, this Agreement shall
        inure
        to the benefit of and be enforceable by the Consultant’s personal or legal
        representatives, executors, administrators, heirs, distributees, devisees,
        and
        legatees.

       

      17. Validity.
        The
        invalidity or unenforceability of any provision of this Agreement shall not
        affect the validity or enforceability of any other provision of this Agreement,
        which shall remain in full force and effect.

       

      18. Applicable
        Law.
        This
        Agreement shall be governed by and construed in accordance with the domestic
        laws of the State of Michigan.

       

      19. Headings.
        The
        headings of the paragraphs of this Agreement are for convenience only and
        shall
        not control or affect the meaning or construction or limit the scope or intent
        of any of the provisions of this Agreement.

       

      20. Voluntary
        Agreement.
        The
        parties hereto acknowledge that each has had an opportunity to consult with
        an
        attorney or other counselor concerning the meaning, import, and legal
        significance of this Agreement, and each has read this Agreement, as signified
        by their respective signature hereto, and each is voluntarily executing the
        same
        after, if sought, advice of counsel for the purposes and consideration herein
        expressed.


      
        
           

        

        
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      IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
        date
        first set forth above.

      


    

    


    
      	 	
              /s/ Robert
                Bilotti                                                 
                

            
	 	
              Robert
                Bilotti, individually

            
	 	 
	 	
              “Consultant”

            
	 	 
	 	 
	 	
              GRAND
                RIVER COMMERCE, INC.

            
	 	 
	 	 
	 	 
	 	
              By:      
                /s/ Jerry
                Sytsma                                            
                

            
	 	 
	 	
              Name:
                Jerry
                Sytsma                                                  
                

            
	 	 
	 	 
	 	
              “Company”

            


    

     

    
      
         

      

      
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