CONSULTANT AGREEMENT
This Agreement, dated as of the 1st day of January,
1998, by and between XXXXXXX X. XXXXXX, residing at 00 Xxxxxxxxxx
Xxxxx, in the Township of West Orange, County of Essex, and State
of New Jersey (herein referred to as "Xxxxxx") and BROAD NATIONAL
BANCORPORATION, a corporation organized under the laws of New
Jersey (herein referred to as "Bancorporation"), with principal
offices at 000 Xxxxx Xxxxxx, xx xxx Xxxx xx Xxxxxx, Xxxxxx of
Essex, and State of New Jersey.
WITNESSETH:
WHEREAS, Bancorporation is the owner of all of the
outstanding shares of Broad National Bank, a national banking
association organized under the laws of the United States of
America (the "Employing Subsidiary" or the "Bank"); and
WHEREAS, Xxxxxx has served as the Chairman of the Board
of Directors and the Chief Executive Officer of the Employing
Subsidiary and of Bancorporation; and
WHEREAS, the leadership and productivity of Xxxxxx have
significantly contributed to the growth and financial security of
Bancorporation and the Employing Subsidiary; and
WHEREAS, Bancorporation and the Employing Subsidiary
desire that Xxxxxx continue his activities on behalf of the
Employing Subsidiary as a consultant, officer and, if elected,
director, and Xxxxxx has agreed to continue to service
Bancorporation and the Employing Subsidiary pursuant to the terms
and conditions of this Employment Agreement.
NOW, THEREFORE, in consideration of mutual covenants
hereinafter set forth, the parties agree as follows:
1. Employment, Term and Compensation. Bancorporation
agrees to employ Xxxxxx and Xxxxxx hereby accepts and agrees to
be a consultant for Bancorporation and the Subsidiary for the
term, in the capacities, at the compensation and in accordance
with the terms and conditions of this and the following
paragraphs of this Agreement:
A. The term hereunder shall be a period of
three (3) years commencing January 1, 1998 and ending
December 31, 2000. In the event of a sale of all or
substantially all of the assets of Bancorporation or
the merger or consolidation of Bancorporation with any
other institution during the term of this Agreement,
following which the holders of a majority of the voting
stock in the surviving entity shall be persons other
than those who owned a majority of the voting stock of
Bancorporation immediately prior to such transaction,
then the term of this Agreement shall be extended to a
date ending three (3) years from the effective date of
any such sale or merger. Any such transaction is
referred to herein as a "Control Change".
X. Xxxxxx shall serve as a Special
Consultant to Bancorporation and the Employing
Subsidiary and shall be reasonably available to
management to provide to their respective officers and
key personnel the benefit of his experience and
judgment and to establish, produce and continue
important customer banking relationships.
C. Bancorporation or the Employing
Subsidiary shall compensate Xxxxxx for his services as
a Special Consultant to Bancorporation and the
Employing Subsidiary at the rate of One Hundred Ten
Thousand Dollars ($110,000) a year, payable monthly in
arrears during the initial term and any extended term
hereof.
X. Xxxxxx, if elected, shall serve as a
member of the Board of Directors and of the Executive
Committee of Bancorporation and the Employing
Subsidiary at no additional compensation.
E. In addition to all other compensation
payable to Xxxxxx during the term of this Agreement,
Bancorporation or the Employing Subsidiary shall pay to
Xxxxxx, or provide for his benefit such medical and
dental insurance benefits as Bancorporation and the
Employing Subsidiary provide to any other personnel of
Bancorporation or the Subsidiary.
F. The provisions of the Consultant
Agreement between Xxxxxx and Bancorporation dated as of
November 16, 1995 shall be superseded by this Agreement
as of January 1, 1998.
2. Termination of Employment. This Agreement shall
be terminated prior to the expiration of its term upon the date
of the first to occur of the following events:
A. A determination by Xxxxxx'x physician
and by a physician designated by Bancorporation or the
Subsidiary that Xxxxxx shall not be able to
substantially perform the services required for his
consultantship as set forth in subparagraph B of
paragraph 1 because of a physical or mental illness or
injury and such disability prevents Xxxxxx from
substantially performing the services required for his
employment for a period of six consecutive months. If
the two physicians cannot agree, they shall select a
third physician and the determination of the majority
of them shall prevail. If the two physicians shall not
agree on the selection of a third physician within
thirty (30) days of their disagreement, the third
physician shall be such physician as shall be selected
by the Essex County Medical Society or by the Chief of
Medicine of the New Jersey College of Medicine and
Dentistry, in that order.
B. The death of Xxxxxx.
3. Compensation After Termination of Agreement.
A. If this Agreement shall be terminated
because of Xxxxxx'x disability as determined in
accordance with subparagraph A of paragraph 2, or if
Xxxxxx shall determine to retire from his position as a
consultant, Bancorporation or the Subsidiary shall pay
to Xxxxxx, or to his legal representative, fifty
percent (50%) of the compensation as would otherwise be
payable to Xxxxxx for the remainder of the term of this
Agreement in accordance with subparagraph C of
paragraph 1, provided that the amount of such payment
shall be reduced by an amount equal to any insurance
benefits actually paid under any disability policy
maintained and paid for by Bancorporation or the
Subsidiary and provided, further, that if Xxxxxx shall
retire or become disabled following a Control Change,
then, in lieu of fifty percent (50%) of the
compensation which would otherwise be payable during
the remainder of the term hereof, he shall be entitled
to eighty-five (85%) of such compensation. If any
disability insurance payments actually made to Xxxxxx
exceed the amount of compensation provided herein, such
excess may be retained by Xxxxxx. Any retirement
payments made hereunder shall be paid during the
remainder of the term hereof, or until ninety (90) days
following Xxxxxx'x death, whichever shall first occur.
B. If services of Xxxxxx shall terminate
prior to the expiration of the term hereof, because of
his death, Bancorporation or the Subsidiary shall pay
to his surviving widow, but if she is not surviving,
then to his legal representative, compensation at the
applicable rate set forth in subparagraph C of
paragraph 1 for a period of ninety (90) days after his
death.
C. So long as Xxxxxx shall be receiving
payments hereunder, Bancorporation shall continue to
provide medical insurance for Xxxxxx and his wife at
Bancorporation's cost in such amounts and on such terms
as are provided for other employees. Thereafter, if
under the terms of Bancorporation's or the Bank's
health insurance plan Xxxxxx and/or his wife are
eligible for inclusion, such insurance shall be made
available to them at their cost.
4. Additional Benefits. Bancorporation and the
Subsidiary recognize that it is essential to the satisfactory
performance by Xxxxxx of his duties and responsibilities that
Bancorporation and the Subsidiary, at their cost, provide him
with certain facilities and the Subsidiary or Bancorporation
incur certain expenses during the period of his employment as
follows:
A. An office commensurate with his
position, and a secretary, as he may require.
B. Use of a Bank vehicle.
C. Reimbursement for reasonable expenses
incurred by him for business travel and entertainment
any and other expenses relating to Bancorporation's or
the Subsidiary's businesses, as may be incurred by him.
5. Termination of Employment and/or Payments Without
Benefits.
A. In the event that during the term
hereof, Xxxxxx shall fail on a continuing basis to
perform consulting services hereunder substantially as
such services were performed during the two years prior
to the date hereof, the Board of Directors of
Bancorporation may notify Xxxxxx of such failure,
stating those areas in which the Board shall have
determined that Xxxxxx'x performance shall have been
deficient. If within 60 days thereafter Xxxxxx shall
not have corrected the deficiency, the Board may place
Xxxxxx on retirement and he shall thereafter receive
only the amount provided herein for such retirement.
B. If at any time during the period that
Xxxxxx shall be receiving payments (including
retirement payments) under this Agreement he shall
engage in competition against the Bank and shall fail
to discontinue such competition within thirty (30) days
after written notice of demand by the Bank to
discontinue such competition, then Bancorporation shall
not be required to make any further payments under this
Agreement.
6. Automatic Extension. This Agreement shall be
extended automatically for one additional year on each December
31 during the term hereof or any extended term unless on or
before December 1 of any year during the term hereof or any
extended term, Bancorporation shall notify Xxxxxx that it has
elected not to extend such term or Xxxxxx shall have notify
Bancorporation that he desires that such term not be extended.
7. Entire Agreement. This writing shall constitute
the entire Agreement of the parties as to the employment and
compensation of Xxxxxx by Bancorporation and the Employing
Subsidiary and shall supersede any and all prior agreements and
understandings, whether they be oral or in writing.
8. Severability. If any provision hereof shall be
determined by a court of competent jurisdiction to be
unenforceable, such determination shall not affect the validity
or enforceability of the remaining provisions hereof.
9. Governing Law. This Agreement shall be binding
upon the parties hereto, and all persons who succeed to their
rights and obligations such as their successors and permitted
assigns, and it shall be construed in accordance with the laws of
and in the Courts of New Jersey.
IN WITNESS WHEREOF, Bancorporation has caused this
Agreement to be signed and sealed by its duly authorized officers
and Xxxxxx has signed and sealed this Agreement.
ATTEST: BROAD NATIONAL BANCORPORATION
/s/ Xxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxx
Xxxx X. Xxxxx Xxxxxx X. Xxxx, Chairman
Secretary and Chief Executive Officer
WITNESS:
/s/ Xxxxxxx X. Xxxxxx
______________________ Xxxxxxx X. Xxxxxx
