AGREEMENT FOR LEGAL SERVICES
THIS AGREEMENT for legal services made this 22nd day of April, 1999, by and
between:
ANDORA, XXXXXXXXX & XXXXXX
A Professional Corporation
303 Xxxxxx Drive, X.X. Xxx 000
Xxxxxxx Xxxx, Xxx Xxxxxx 00000-0000
hereinafter referred to as "Attorneys",
and
INTERCHANGE FINANCIAL SERVICES CORPORATION
Park 00 Xxxx, Xxxxx Xxx
Xxxxxx Xxxxx, Xxx Xxxxxx 00000
and
INTERCHANGE BANK
A Banking Corporation
Park 00 Xxxx, Xxxxx Xxx
Xxxxxx Xxxxx, Xxx Xxxxxx 00000
hereinafter referred to as "Clients".
IN CONSIDERATION of the mutual promises, covenants and undertakings
contained herein the Attorneys and the Clients agree as follows:
1. RETAINER
Clients hereby retain the services of Attorneys to act as its corporate
counsel for the term and compensation as outlined herein.
2. TERM
The Attorneys shall be retained by Clients until the next annual
reorganization meeting of Clients.
3. COMPENSATION
The Clients shall pay the Attorneys for services rendered as corporate
counsel an annual retainer of NINETY-FIVE THOUSAND DOLLARS ($95,000.00) payable
in equal monthly installments on the first day of each and every month
commencing the first day of the month following the execution of this Agreement.
Clients shall, in addition to the annual retainer, pay to the Attorneys all
out-of-pocket expenses, filing fees, or disbursements made by the Attorneys on
Clients' behalf. Clients shall, in addition to the payment of the annual
retainer and all costs, pay to the Attorneys a legal fee based on the rate per
hour as shown on Schedule A for all legal services provided to Clients by the
Attorney which are "legal services rendered in addition to those rendered as
corporate counsel." Such fees and costs shall be billed by Attorneys to clients
on a thirty-day basis and Clients shall pay all bills within five (5) days after
each monthly Board of Director's meeting of the Clients.
4. DEFINITIONS
The following words and phrases shall have the following meanings:
A. "Legal services rendered as corporate counsel" shall mean and include all
of the following types of legal work:
1. Except as hereinafter set forth in subparagraph B, document review and
drafting of documents on behalf of the Clients including, but not
limited to: leases, notes, contracts, mortgages, commitment letters,
disclosure statements, modifications, extensions and legal agreements
not related to third-party borrowers, except residential mortgage
reviews.
2. Providing legal advice required in the usual course of Clients'
business including compliance analysis.
3. Attendance at Board of Director's and Shareholders' Meetings other than
as a Director.
4. Advice regarding levies and executions
5. Preparation of annual SEC 10K, 10Q and "ordinary" proxy filings.
B. "Legal services rendered in addition to those rendered as general corporate
counsel" shall mean and include, but not be limited to, all of the
following types of legal work which shall be billed on an hourly basis:
1. Litigation in which Clients are named as defendants.
2. Litigation or other proceedings in which Clients and another person or
agency (i.e., Small Business Administration) specially retain Attorney.
The hourly rate for such legal services shall be specifically agreed
upon by Clients, the agency, and Attorneys.
3. Foreclosure litigation, including lien protection litigation in any
Court including the Bankruptcy Court.
4. Regulatory or administrative law proceedings including but not limited
to Department of Banking, zoning agencies, N.L.R.B., F.D.I.C., OAL,
and Tax Court.
5. Loan reviews and closings, including modifications and extensions
thereof, except that the fee shall be based upon $200.00 per hour plus
costs and such fee shall not exceed 1/2% of the principal amount of the
loan plus costs but in no event shall such fee be less than $250.00.
6. Closings in which the bank is a buyer or seller.
7. SEC Filings other than annual 10K, 10Q or "ordinary" proxy filings.
8. Mergers and Acquisitions.
9. All other legal services not specifically set forth in Paragraph 4A.
5. BINDING EFFECT
This agreement shall be binding upon and shall inure to the benefit of the
parties' successors or assigns.
6. NO ASSIGNMENT
This agreement shall not be assigned or sublet without the express written
consent of the parties.
7. LAW APPLICABLE
This agreement shall be governed by the laws of the State of New Jersey.
8. SEVERABILITY
In the event any clause, section or paragraph of this agreement shall be
declared invalid or unenforceable by a court of competent jurisdiction, such
invalidity or unenforceability shall not affect the remainder of this Agreement.
IN WITNESS WHEREOF the parties have hereunto signed this agreement the date
first above written.
INTERCHANGE BANK
ATTEST:
/s/Xxxxxxxx Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
______________________________ __________________________________
Xxxxxxxx Xxxxxxxxxx, Secretary Xxxxxxx X. Xxxxxx, President
INTERCHANGE FINANCIAL SERVICES CORPORATION
ATTEST:
/s/Xxxxxxxx Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
______________________________ __________________________________
Xxxxxxxx Xxxxxxxxxx, Secretary Xxxxxxx X. Xxxxxx, President
ATTEST: ANDORA, XXXXXXXXX & XXXXXX
/s/Xxxx X. Xxxxxxxxx, By: /s/ Xxxxxxx X. Xxxxxx
______________________________ _________________________________
Xxxx X. Xxxxxxxxx, Secretary Xxxxxxx X. Xxxxxx, President
SCHEDULE A
The hourly rates contained herein are subject to change on the anniversary
dates of the Agreement of Legal Services.
Schedule A, reviewed and approved at Annual Reorganization Meeting on April
22, 1999.
Xxxxxxx X. Xxxxxx $200.00 per hour
Xxxx X. Xxxxxxxxx $200.00 per hour
Xxxx X. Xxxxxx $200.00 per hour
Other Partners and
Senior Associates $175.00 per hour
Other Associates $150.00 per hour
