CONSULTING AGREEMENT
CONSULTING AGREEMENT made this ____ day of _________, 1996
between CARNEGIE BANCORP, a New Jersey corporation with its
principal office at 000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx
00000 ("Carnegie") and XXXXX X. XXXXX, an individual whose
business address is _______________ (the "Consultant").
RECITAL:
WHEREAS, the parties hereto desire to enter into this
Agreement to provide for the retention by Carnegie of the
Consultant as a consultant to Carnegie and for certain other
matters in connection with such retention more fully as set forth
in this Agreement;
NOW, THEREFORE, the parties hereto, in consideration of the
mutual premises and covenants herein contained and intending to
be legally bound hereby, agree as follows:
1. Duties. Carnegie agrees that the Consultant shall be
retained by Carnegie commencing on the date (the "Merger Date")
of the consummation of the merger between Carnegie and Regent
Bancshares Corp. as a consultant to Carnegie. The Consultant
agrees to provide consulting services to Carnegie as and when
requested by the Chairman of the Board or President and Chief
Executive Officer of Carnegie, subject to the reasonable
convenience and schedule of the Consultant.
2. Term. Subject to paragraphs 4 and 5 hereof, the
Consultant's retention hereunder shall be for a term of two years
commencinq on the Merger Date.
3. Compensation and Expenses.
(a) During the term of this Agreement, the Consultant
shall be paid a consulting fee at the rate of $75,000 per year in
full payment of the services to be rendered by the Consultant to
Carnegie hereunder. The consulting fee shall be paid by Carnegie
to the Consultant in quarterly installments of $_________ or as
otherwise agreed by Carnegie and the Consultant.
(b) The Consultant is authorized to incur, and
Carnegie agrees to reimburse the Consultant for, reasonable and
necessary business related expenses incurred by the Consultant in
rendering the consulting services provided for herein, upon
presentation by the Consultant to Carnegie of itemized accounts
of such expenses in accordance with Carnegie's regular policies
for reimbursement of employees' business expenses.
4. Death or Total Disability of the Consultant.
(a) In the event of the death of the Consultant during
the term of this Agreement, this Agreement shall terminate
effective as of the date of the Consultant's death, and Carnegie
shall not have any further obligations or liability to the
Consultant hereunder except as provided in paragraph 7 hereof and
except that Carnegie shall pay to the Consultant any unpaid fees
for consulting services rendered prior to the date of the
Consultant's death and reimburse the Consultant's estate for any
business expenses incurred by the Consultant which had not been
reimbursed at the date of the Consultant's death.
(b) In the event of the Total Disability (as defined
herein) of the Consultant for a period of 90 consecutive days
during the term of this Agreement, Carnegie shall have the right
to terminate the Consultant's services hereunder by giving the
Consultant 10 days' written notice thereof and, upon expiration
of such 10-day period, Carnegie shall not have any further
obligations or liability to the Consultant hereunder except as
provided in paragraph 7 hereof and except that Carnegie shall pay
to the Consultant any unpaid fees for consulting services
rendered prior to the date of termination and reimburse the
Consultant for any business expenses incurred by the Consultant
which had not been reimbursed at the date of termination. As
used herein, the term "Total Disability" shall mean a mental or
physical condition which, in the reasonable opinion of Carnegie,
renders the Consultant unable to perform the consulting services.
5. Termination for Cause. Carnegie shall have the right
to terminate the Consultant's services hereunder for Cause (as
defined herein) by giving the Consultant 10 days' written notice
thereof and, upon expiration of such 10-day period, Carnegie
shall not have any further obligations or liability to the
Consultant hereunder except as provided in paragraph 7 hereof
and except that Carnegie shall pay to the Consultant any unpaid
fees for consulting services rendered prior to the date of
termination and reimburse the Consultant for any business
expenses incurred by the Consultant which had not been reimbursed
at the date of termination. As used herein, the term "Cause"
shall mean (i) the Consultant's willful and continued failure to
perform his duties hereunder, (ii) fraud, misappropriation or
other intentional material damage to the property or business of
Carnegie or (iii) the Consultant's admission or conviction of, or
plea of nolo contendere to, any felony that, in the judgment of
the Board of Directors of Carnegie, adversely affects Carnegie's
reputation or the Consultant's ability to perform his duties
hereunder.
6. Non-Disclosure.
(a) Except as required in the performance of his
duties hereunder, the Consultant shall not use or disclose any
Confidential Information (as hereinafter defined) or any know-how
or experience related thereto without the express written
authorization of Carnegie. Upon termination of this Agreement,
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the Consultant shall leave with Carnegie all documents and other
items in his possession which contain Confidential Information.
For purposes of this paragraph 6(a), the term "Confidential
Information" shall mean all information about Carnegie or
relating to any of its services or any phase of its operations
not generally known to any of its competitors with which the
Consultant becomes acquainted during the term of this Agreement.
(b) Carnegie and the Consultant agree that irreparable
damage would occur in the event that the provisions of paragraph
6(a) hereof were not performed in accordance with their specific
terms or were otherwise breached. Carnegie and the Consultant
accordingly agree that Carnegie shall be entitled to an
injunction or injunctions to prevent a breach of paragraph 6(a)
hereof and to enforce specifically the terms and provisions of
paragraph 6(a) hereof in addition to any other remedy to which
Carnegie is entitled at law or in equity.
(c) The provisions of this paragraph 6 shall survive
the termination of this Agreement.
7. Indemnification. Carnegie shall indemnify the
Consultant, to the fullest extent permitted by law, for any and
all liabilities to which the Consultant may be subject as a
result of, in connection with or arising out of its retention by
Carnegie hereunder, as well as the costs and expenses (including
attorneys' fees) of any legal action brought or threatened to be
brought against the Consultant or Carnegie as a result of, in
connection with or arising out of such retention. The Consultant
shall be entitled to the full protection of any insurance
policies which Carnegie may elect to maintain generally for the
benefit of its directors and officers as the same may be
applicable to the Consultant.
8. Assiqnment.
(a) The rights and obligations of Carnegie under this
Agreement shall inure to the benefit of, and shall be binding
upon, the successors and assigns of Carnegie.
(b) This Agreement and the obligations created
hereunder may not be assigned by the Consultant.
9. Miscellaneous.
(a) Any amendment to this Agreement, including any
extension of the term of this Agreement, shall be made in writing
and signed by the parties hereof.
(b) This Agreement shall be governed by and construed
in accordance with the laws of the State of New Jersey.
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(c) All notices required or permitted to be given
hereunder shall be in writing and shall be deemed to have been
given when mailed by certified or registered mail, return receipt
requested, addressed as follows:
If to the Consultant:
Xxxxx X. Xxxxx
[insert address]
If to Carnegie:
Carnegie Bancorp
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxxx X. Xxxx, Xx., President and
Chief Executive Officer
Any party may change its address for the purpose of notices to
that party by a similar notice specifying a new address, but no
such change shall be deemed to have been given until it is
actually received by the party sought to be charged with its
contents.
(d) This Agreement constitutes the entire agreement of
the parties with respect to the subject matter hereof and
supersedes all prior agreements of the parties with respect
thereto.
IN WITNESS WHEREOF, this Agreement has been executed by
the parties hereto on the date first above written.
CARNEGIE BANCORP
By: ______________________________
Xxxxxx X. Xxxx, Xx., President
and Chief Executive Officer
__________________________________
Xxxxx X. Xxxxx
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