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Exhibit 10.10    
    


 
 

CONSULTING AGREEMENT    
    


        This Agreement (this "Agreement") is entered into as of the 15th day of August, 2003 by and between FIRST METROPLEX CAPITAL, INC. (the "Company") having
its principal place of business at 4307 Brooktree Lane, Dallas, Texas 75287 and J. Christopher Newtown, an adult individual residing in the State of Texas (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 formation of a new commercial bank to be formed (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) June 30, 2004; (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 Texas Department of Banking 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 he has been unable to perform his 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 five (5) days following written notice to the Consultant); (ii) the Consultant's willful
misconduct or gross negligence in the performance of his services hereunder; (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; (iv) receipt by the Company of any notification from
the Texas Department of Banking or the Federal Deposit Insurance Corporation indicating that the Consultant would not be an acceptable candidate to be President of the Bank. 



        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 Eight Thousand Five Hundred Dollars ($8,500) per month
(prorated for any partial month), which shall be paid in arrears in two installments of Four Thousand Two Hundred Fifty Dollars ($4,250) each on the 15th and 30th day of
each calendar month. 


        (b)   Automobile. The Consultant will provide his own vehicle during the period covered by this agreement. The Company will
reimburse the Consultant for his mileage expenses at the standard IRS approved rate. 


        (c)   Medical Benefits. The Consultant will provide his own family medical insurance coverage during the period covered by this
agreement. 



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






 




        (e)   Deferred Compensation. Unless this Agreement has been terminated or the term has ended pursuant to Paragraph 2
hereof, the Company shall cause the Bank, subject to and upon its opening for business to the public, to pay, in one lump sum, not later than thirty (30) days following its opening for
business, the amount of $1,250 times the number of months of the term of the agreement representing a partial amount of the accumulated difference of compensation paid under this Consulting Agreement
and the annualized amount of compensation as agreed upon in the successor Employment Agreement to be entered into pursuant to paragraph 10 of this agreement plus an additional payment equal to
0.15% for each dollar of loans identified and approved by the organizers prior to bank opening and booked not later than 60 days following the opening of the bank 


        (f)    Severance. 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, of not less than the greater of (i) one-half of the fees which would have been payable for the remaining term of this Agreement from the date of termination, or
$10,000. 




        4.    Duties.    The Consultant shall render services conscientiously and shall devote his
full time, attention, efforts and abilities to the establishment of the Bank, including without limitation obtaining lending related activities, capital raising activities and any other duties that
may be required 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 and which were incurred by the Consultant during the performance of his services hereunder; provided, any such reimbursement in excess of $250 in any month shall require the prior
written approval of the Company's Board of Directors or a committee thereof. 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-employer
relationship. 


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        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 and for the period commencing with the date hereof and ending on the later of (i) June 30, 2004 or
(ii) the termination, whether by the Company or the Consultant, 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 


        (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
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 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, nor shall Consultant 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. 


        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. 


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        10.    Employment Agreement.    The Consultant agrees to enter into, and the Company agrees to
cause the Bank to enter into, an Employment Agreement with the Consultant in form satisfactory to 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 Texas Department of Banking
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. 


        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: 



First
Metroplex Capital, Inc.

4307 Brooktree

Dallas, Texas 75287

Attention: Patrick Adams, President 




If
to Consultant: 



J.
Christopher Newtown

8510 Vista View Dr

Dallas, Texas 75243 






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 Texas. 


        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. 


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



	

 	
 	

 J. Christopher Newtown
	

 	
 	

"Consultant"
	

 	
 	

FIRST METROPLEX CAPITAL, INC.
	

 	
 	

By:	

 
	 	 	 	
 Patrick Adams, President
	

 	
 	

"Company"






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Exhibit 10.10


CONSULTING AGREEMENT