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Exhibit
10.1
CONSULTING
AGREEMENT
THIS CONSULTING AGREEMENT (“Agreement”) is
made by and between KEVIN C. EICHNER (“Consultant”) and
ENTERPRISE FINANCIAL SERVICES CORP (“EFSC”) on this ___
day of February, 2008, to be effective as of May 1,
2008.
RECITALS
A. Consultant has
determined to voluntarily resign his position as the President and
CEO of EFSC effective as of May 1, 2008 (“Effective
Date”).
B. EFSC desires to retain
the expertise and services of the Consultant following the
Effective Date, and Consultant is willing to provide consulting
services as provided herein.
NOW, THEREFORE, it is
agreed by and between EFSC and Consultant as follows:
1.
Consulting
Services . During the
Term of this Agreement, Consultant (either directly or through an
entity formed by Consultant as provided in Paragraph 7 below) will
provide consulting services to EFSC and its subsidiaries. Specific
matters upon which Consultant may provide such services shall be
determined by the President and Chief Executive Officer of
EFSC.
2.
Term. The provisions of this Agreement shall become
effective beginning on the Effective date of May 1, 2008 and will
terminate upon the earlier of (a) May 1, 2009 or (b) ninety days
following written notice of termination of this Agreement which may
be given by either party.
3.
Compensation
. Compensation for consulting services
provided pursuant to this Agreement shall be at the rate of $10,000
per month ("Retainer") , payable monthly. It is understood that
such Retainer is for services exclusive of services provided as a
member of the Board of Directors of EFSC or any of its subsidiaries
as provided in Paragraph 4 below per year during the Term of this
Agreement. In addition to such Retainer, Consultant shall be paid
normal reimbursable expenses, such as travel, transportation,
lodging and out-of-pocket expenses in accordance with EFSC’s
normal expense reimbursement policies.
4.
Service on Boards of
Directors . In addition
to the consulting services provided herein, if elected, Eichner
shall serve as the Vice Chairman and as a member of the Board of
Directors of EFSC, on the Board of Enterprise Trust Company as its
Chairman of the Board, as a member of the Board of Directors of
Enterprise Bank & Trust Company of Arizona ("EBTA") the
contemplated subsidiary Bank doing business
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