EXHIBIT 10.6
CONSULTING AGREEMENT
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THIS AGREEMENT, entered into this 31/st/ day of March, 1992 (the "Effective
Date"), by and between Central Co-operative Bank, Somerville, Massachusetts (the
"Bank") and Xxxxxx X. Xxxxxxx (the "Consultant").
WHEREAS, the Consultant has served for many years as the Bank's Chief
Executive Officer and as Chairman of its Board of Directors (the "Board of
Directors"), and effective as of the Effective Date has retired from his
position as Chief Executive Officer;
WHEREAS, the Consultant has developed, as a result of such service,
extensive knowledge, expertise and goodwill regarding the business, industry,
and community in which the Bank operates and competes;
WHEREAS, the Bank desires to retain the Consultant's services in order to
assist the Bank and the Board of Directors in successfully continuing the Bank's
operations in the business, industry, and community, and has therefore offered
to retain the Consultant in a consulting capacity as Chairman of the Board of
Directors; and
WHEREAS, the parties desire by this writing to set forth the engagement of
the Consultant by the Bank, upon the terms and conditions set forth below.
NOW, THEREFORE, it is AGREED as follows:
1. Duties. The Bank hereby agrees to retain the services of the
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Consultant for the period set forth in Paragraph 3 below in a consulting
capacity and as Chairman of the Board of Directors. The Consultant's
responsibilities shall consist of rendering such executive, administrative and
management services for the Bank and its Board of Directors as he is currently
rendering in his capacity as Chairman of the Board of Directors and as are
customarily performed by persons situated in a similar executive capacity,
including rendering advice, consultation, and analysis to the Bank with respect
to solicitation of deposits, branch operations, financial matters, real estate
and commercial lending transactions, mergers and acquisitions, business
development, internal administration, securities and investment transactions,
the effect of legislative and regulatory developments on the business and
affairs of the Bank, and related activities, all on an as needed basis, and he
also shall be responsible for such other additional consulting duties and
special consulting assignments as from time-to-time may be mutually agreed upon
by the Bank's Board of Directors and the Consultant.
The Consultant agrees that he will devote a sufficient amount of his
working time to faithfully, fully and satisfactorily perform all the consulting
services to the Bank required of him hereunder, and that he will perform such
services to the best of his ability, it being understood that
the Consultant shall not be obligated to devote in excess of 1,000 hours per
year to his services hereunder. The Consultant shall also promote, by
entertainment or otherwise, as and to the extent permitted by law, the business
of the Bank.
2. Compensation. The Bank agrees to pay the Consultant during the term
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of this Agreement an annual fee at the rate of $100,000.00 per annum, payable
monthly on the first day of each month.
During the term of this Agreement, the Consultant shall be entitled to
continue to receive the following Bank-provided benefits, upon the terms in
effect at the time of his resignation from employment as Chief Executive Officer
of the Bank: (i) an office and reasonable secretarial assistance, (ii)
reimbursement for reasonable organization membership dues and reasonable
business-related expenses, (iii) coverage for himself and his dependents under
any group health or life insurance plan which the Bank maintains and in which he
was participating as an employee, and (iv) use of an automobile.
3. Term. The term of the Consultant's engagement under this Agreement
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shall be for the period commencing on the Effective Date and ending on the third
anniversary of the Effective Date. In addition, the Bank, by resolution adopted
by its Board of Directors during the term of this Agreement, may extend this
Agreement for additional one year periods beyond its then effective expiration
date.
4. Loyalty; Noncompetition.
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(a) During the term of the Consultant's engagement under this
Agreement, the Consultant shall not engage in any business or activity contrary
to the business affairs or interests of the Bank and shall not serve any other
depository institution as an officer, director or consultant, provided that
Consultant may continue to serve as a director of Century Bank and Trust
Company, Somerville, Massachusetts.
(b) The Consultant shall treat as confidential all information
regarding the Bank or any of its customers obtained in performing his services
pursuant to this Agreement, and the Consultant shall not disclose such
information to any third party except: (i) to governmental agencies, including,
without limitation, any federal or state bank regulators in accordance with
applicable law; (ii) to the extent required pursuant to any order of any court
or administrative agency having competent jurisdiction over Bank and its
business, subject to any privileges given to professionals retained by Bank; and
(iii) to the extent necessary, to any agent of the Consultant approved by the
Bank, provided such agent shall execute a confidentiality agreement authorized
in writing by the Bank.
(c) Nothing contained in this Paragraph 4 shall be deemed to prevent
or limit the right of the Consultant to invest in the capital stock or other
securities of any business dissimilar from that of the Bank, or, solely as a
passive investor, in any business.
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5. Independent Contractor Status. The Bank and the Consultant agree that
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for purposes of this Agreement and all other purposes (including but not limited
to Federal and State income tax withholding), the Consultant is an independent
contractor, and not an employee of the Bank, and shall be liable for all income
and employment taxes on his compensation. The Bank has no right to control or
direct the details, manner or means by which the Consultant performs services
under this Agreement, and, except as specifically set forth herein, the
Consultant is not entitled to any benefits that the Bank provides for its
employees. However, this Agreement shall not impair, reduce or limit in any
respect whatsoever (a) the retirement, pension and related benefits from the
Bank which the Consultant is entitled to receive as a retired officer of the
Bank; (b) the Consultant's rights, obligations, duties or compensation as a
director of the Bank; or (c) the Consultant's rights of indemnification as a
director of the Bank and/or as an agent of the Bank hereunder in accordance with
applicable law, regulation, the Bank's amended charter or bylaws, it being
explicitly understood that the Consultant shall be entitled to such
indemnification.
6. Termination of the Agreement.
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(a) Unless sooner terminated in accordance with this Section, this
Agreement shall terminate upon expiration of the term determined under Section 3
hereof.
(b) This Agreement shall automatically terminate upon the
Consultant's death, in which event his estate shall be entitled to receive the
compensation due the Consultant through the last day of the calendar month in
which his death occurred.
(c) For Just Cause, the Board of Directors may, by written notice to
the Consultant, immediately terminate this Agreement at any time. The
Consultant shall have no right to receive compensation or other benefits for any
period after being terminated for Just Cause. Termination for "Just Cause" shall
include termination because of the Consultant's personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, willful violation of any
law, rule or regulation (other than traffic violations or similar offenses), or
material breach of any provision of this Agreement.
(d) For a reason other than Just Cause, the Board of Directors may at
any time, by written notice to the Consultant, immediately terminate his
performance of future services under this Agreement, in which event the
Consultant shall be entitled to receive the compensation and benefits otherwise
payable under this Agreement until the expiration date hereof.
(e) The Consultant may voluntarily terminate this Agreement, upon at
least 60 days' prior written notice to the Board of Directors, in which case he
shall receive only his compensation up to the date on which the Agreement
terminates.
7. Regulatory Requirements. The provisions of this Agreement shall be
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subject to any regulation or order issued by a governmental agency having
jurisdiction over the Bank.
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8. Successors and Assigns.
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(a) This Agreement shall inure to the benefit of and be binding upon
any corporate or other successor of the Bank which shall acquire, directly or
indirectly, by merger, consolidation, purchase or otherwise, all or
substantially all of the assets of the Bank.
(b) Since the Bank is contracting for the unique and personal
expertise of the Consultant, the Consultant shall be precluded from assigning or
delegating his rights or duties hereunder without first obtaining the written
consent of the Bank.
9. Amendments. No amendments or additions to this Agreement shall be
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binding unless made in writing and signed by both parties, except as herein
otherwise specifically provided.
10. Applicable Law. This Agreement shall be governed in all respects,
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whether as to validity, construction, capacity, performance or otherwise, by the
laws of the Commonwealth of Massachusetts.
11. Severability. The provisions of this Agreement shall be deemed
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severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
12. Entire Agreement. This Agreement together with any understanding or
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modifications thereof as approved to in writing by the parties, shall constitute
the entire agreement between the parties hereto.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first hereinabove written.
ATTEST: CENTRAL CO-OPERATIVE BANK
/s/ Xxxxxx X. Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
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Chairman of the Finance
Committee
WITNESS CONSULTANT
/s/ Xxxxxxxxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
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