CONSULTING AGREEMENT
This Consulting Agreement (hereinafter
referred to as the "Agreement") is entered into on ________ __, 2009,
by and between Bridge Bank, N.A. and Bridge Capital Holdings, a California
corporation (collectively “Bridge”) and Xxxxxxx X. Xxxxxxxx
(“Xxxxxxxx”).
PREAMBLE
Xxxxxxxx is retiring as Executive Vice
President and Chief Technology Officer of Bridge, and Bridge wishes to engage
the services of Xxxxxxxx as a consultant to assist in the transition for a
period after his retirement.
WITNESSETH
NOW, THEREFORE, for and in
consideration of the mutual agreements set forth herein, and subject to the
terms and provisions set forth herein, the Parties agree as
follows:
ARTICLE
I.
SERVICES
1.1 Xxxxxxxx will provide services as
an advisor to Bridge, as reasonably directed by the Chief Executive Officer
and/or another executive officer specified by the Chief Executive
Officer. The services will include:
(a)
consulting with Bridge on matters related to information technology (IT) as
requested;
(b) attending internal and external
meetings related to IT as requested;
(c) consulting on the implementation of
IT plans at the request of Bridge;
(d) supporting the retention of
successor IT management staff;
(e) supporting IT vendor
relationships;
(f) specific IT related
projects:
(g) such other duties as Bridge may
reasonably request.
1.2 Xxxxxxxx’x services are expected to
require up to approximately forty hours per month during the term of this
contract.
1.3 To the extent the services to be
provided hereunder are required to be performed on Bridge’s premises, Bridge may
occasionally provide Xxxxxxxx with workspace, materials and communications
systems necessary.
ARTICLE
II.
COMPENSATION
2.1 Bridge will pay Xxxxxxxx $100,000
per year for services provided under this contract during the first year,
defined as September 1, 2009 through August 31, 2010, and $25,000 per year for
services provided during the second year, defined as September 1, 2010 through
August 31, 2011. The payments will be made on a quarterly basis, in arrears, are
subject to bank receipt of a written invoice from Xxxxxxxx describing his
consulting activity for the quarter, with the first payment scheduled on
December 1, 2009. Subsequent quarterly payments are scheduled
for March 1, June, and September 1 of the appropriate year until the agreement
is concluded August 31, 2011.
2.2 Xxxxxxxx may submit for
reimbursement any customary and appropriate out-of-pocket expenses that he may
incur that may be related to the effective performance of his services under
this agreement. Such expense reimbursements will be subject to the
Company’s established expense reimbursement policy and
procedures.
ARTICLE
III.
INDEPENDENT CONTRACTOR
STATUS
3.1 It is understood
and it is the intention of the parties hereto, that Xxxxxxxx is an independent
contractor, and not the employee or agent of Bridge for any purpose
whatsoever. Both parties individually and severally covenant to use
their best efforts and to take all actions necessary to insure and preserve the
independent contractor status of Xxxxxxxx.
3.2 No state or
federal withholding or other taxes shall be paid by Bridge on behalf of Xxxxxxxx
for the payments made under this Consulting Agreement. The payment of
any such taxes shall be the sole responsibility of Xxxxxxxx.
3.3 Xxxxxxxx
understands that as he is an independent contractor, he will be entitled to none
of the protections, rights and benefits of employees of
Bridge. Xxxxxxxx agrees to waive any right or claim to unemployment
benefits, group insurance benefits, vacation and holiday benefits, or other
benefits or contributions to such benefits which an employee may be entitled to
receive.
3.4 Xxxxxxxx agrees to
indemnify, save, and hold harmless Bridge for any taxes, penalties, or other
liabilities that may result from the failure by Xxxxxxxx to report or to make
such payments as required by state or federal law on compensation received from
Bridge.
3.5 Xxxxxxxx agrees to
indemnify, save, and hold Bridge free and harmless from any costs, claims,
judgments, attorney's fees and attachments arising out of a failure to use best
efforts to preserve and maintain his status as independent
contractor.
ARTICLE
IV.
CONFIDENTIAL
INFORMATION
5.1 Xxxxxxxx will regard and
preserve as confidential and will not divulge to unauthorized persons, or use or
encourage persons who are under his direction or supervision to use, for any
unauthorized purposes, either during or after the term of this contract,
information of a secret, confidential, or private nature connected with the
business of Bridge without the written consent of the Chief Executive Officer of
Bridge until such time as such information otherwise becomes public knowledge or
is disclosed to Xxxxxxxx without restrictions as a matter of right by a third
party not affiliated with or working for Bridge. Included within the meaning of
the foregoing are matters of a technical nature, such as computer programs,
software and documentation, matters of a business nature, such as information
about costs, profits, markets, sales, clients, suppliers, independent
contractors and employees (including compensation, evaluation, and other
personnel data); plans for further development; and any other information of a
similar nature.
5.2 Xxxxxxxx understands and
agrees that all data and records coming into his possession or kept by Xxxxxxxx
in connection with his services, including, without limitation, reports, client
lists, purchasing and marketing information, independent contractor and
employment data, including policies and compensation information, are the
exclusive property of Bridge. Xxxxxxxx agrees to return to Bridge all originals
and copies of such data and records upon termination of this contract for any
reason, unless specific written consent is obtained from the Chief Executive
Officer of Bridge to retain any such data or records.
ARTICLE
V.
AUTHORITY
It is expressly understood and agreed
that Xxxxxxxx shall represent Bridge only to the extent authorized by this
Agreement, and in no other way, and shall not be the agent of the
Bridge.
ARTICLE
VI.
TERM
10.1 The term of this
Agreement shall be from September 1, 2009 through September 1, 2011, unless
terminated earlier as otherwise provided below.
10.2 The term of this
Agreement may be extended by a writing signed by both parties, and upon such
terms as agreed to by the parties.
10.3 Either party to
this Consulting Agreement may terminate it at their convenience with ninety (90)
days notice. Bridge shall pay Xxxxxxxx accrued compensation on a pro
rata basis through the date on which this Agreement is
terminated. Thereafter, Bridge have no further obligations under this
Agreement and Xxxxxxxx shall be entitled to no further
compensation.
10.4 In the event that
this Agreement is terminated by Bridge for cause, Bridge shall pay Xxxxxxxx
accrued compensation hereunder through the date on which this Agreement is
terminated. Thereafter, Bridge have no further obligations under this
Agreement and Xxxxxxxx shall be entitled to no further compensation. For
purposes of this Agreement, cause shall include: (i) a material breach of this
Agreement by Xxxxxxxx; (ii) habitual neglect by Xxxxxxxx of his duties
hereunder; (iii) acts of dishonesty, fraud, intentional misrepresentation or
moral turpitude; or (iv) conviction of a felony or misdemeanor. In
the event of a material breach, Bridge shall provide Xxxxxxxx notice of the
breach and provide Xxxxxxxx 5 days to cure the material breach.
10.5 In the event of
voluntary termination by Xxxxxxxx prior to the expiration of the term, Bridge
shall pay Xxxxxxxx accrued compensation hereunder through the date on which this
Agreement is terminated. Thereafter, Bridge have no further
obligations under this Agreement and Xxxxxxxx shall be entitled to no further
compensation. For purposes of this Section 10.5, voluntary
termination shall include: (i) acceptance of full time employment with any other
person or entity; (ii) acceptance of any employment or consulting assignment
with any bank or with a financial services company that is a competitor with
Bridge; or (iii) the death or permanent and total disability of
Xxxxxxxx. Total disability shall occur if he is unable to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period of not less than 6
months.
ARTICLE
VII.
JURISDICTION
11.1 The validity of this
Agreement and any of its terms or provisions, as well as the rights and duties
of the parties hereunder, shall be governed by the laws of the State of
California and any dispute that may arise under this Agreement shall be heard in
Santa Xxxxx County, State of California.
11.2 In the event any
provision of this Agreement is found invalid or unenforceable, the remaining
provisions will continue in full force and effect without
impairment.
ARTICLE
VIII.
MODIFICATIONS
Any amendments and/or modifications to
this Agreement must be approved in writing by both parties. Said
amendment shall be attached hereto and become a part of this original
agreement.
ARTICLE
IX.
ATTORNEY'S FEES AND
COSTS
In any dispute between the parties, the
prevailing party shall be entitled to an award of reasonable attorneys' fees and
costs.
ARTICLE
X.
ENTIRE
AGREEMENT
This Agreement, together with the
Severance Agreement and General Release executed by the parties, supersedes any
and all Agreements, either oral or written, between the parties hereto with
respect to the rendering of services by Xxxxxxxx for Bridge and contains all of
the covenants and agreements between the parties with respect to the rendering
of such services.
ARTICLE
XII.
MISCELLANEOUS
TERMS
15.1 Bridge and Xxxxxxxx
acknowledge Xxxxxxxx'x obligation to provide in a professional manner all
services provided for under this Agreement, and that Xxxxxxxx’x
failure to comply with such requirements shall be a basis for
terminating this Agreement.
15.2 Bridge and Xxxxxxxx
acknowledge that Xxxxxxxx may engage in other activities during the term of this
Agreement as long as Xxxxxxxx is performing his duties in a manner necessary to
fulfill the terms of this Agreement, and as long as the other activities do not
include services for any other bank or financial services company that is, in
the reasonable judgment of Bridge, a competitor of Bridge.
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Dated:
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X:
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XXXXXXX
X. XXXXXXXX
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Dated:
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BRIDGE
BANK, N.A.
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By:
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X:
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XXXXXX
X. XXXXX
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Its:
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President
and Chief Executive Officer
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Dated:
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By:
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X:
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XXXXXX
X. XXXXX
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Its:
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President
and Chief Executive Officer
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