CONSULTING AGREEMENT
CONSULTING AGREEMENT made this ____ day of __________, 199_ between
CARNEGIE BANCORP, a New Jersey corporation with its principal office at 000
Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 ("Carnegie") and XXXXXXXXX & LEECH,
INC., a corporation located at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the
"Consultant").
RECITAL:
WHEREAS, the parties hereto desire to enter into this Agreement to
provide for the retention by Carnegie of the Consultant to make available the
services of Xxxxxxx X. Xxxxxxxxx ("Xxxxxxxxx") as a consultant to Carnegie and
for certain other matters in connection with such retention as set forth more
fully 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 closing of the merger
between Carnegie and Regent Bancshares Corp. as a consultant to Carnegie. The
Consultant agrees to provide the services of Xxxxxxx X. Xxxxxxxxx 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
Xxxxxxxxx in light of his other business activities.
2. Term. Subject to paragraphs 4 and 5 hereof, the
Consultant's retention hereunder shall be for a term of two years
commencing 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 $70,000 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
$18,750 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 out-of-pocket expenses
incurred by the Consultant in rendering the consulting services provided for
herein, as historically billed to Regent.
(c) Xxxxxxxxx shall be paid a fee in connection with his
services as a director of Carnegie in accordance with the policies of Carnegie
concerning fees paid to directors, as in effect from time to time.
4. Death or Total Disability of Xxxxxxxxx.
(a) In the event of the death of Xxxxxxxxx during the term of
this Agreement, this Agreement shall terminate effective as of the date of
Xxxxxxxxx'x 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 Xxxxxxxxx'x death and
reimburse the Consultant for any business expenses incurred by the Consultant
which had not been reimbursed at the date of Xxxxxxxxx'x death.
(b) In the event of the Total Disability (as defined herein)
of Xxxxxxxxx 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 Xxxxxxxxx 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 or Xxxxxxxxx'x 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 or Xxxxxxxxx'x
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 their
duties hereunder, the Consultant and Xxxxxxxxx shall not use or
disclose any Confidential Information (as hereinafter defined) or
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any know-how or experience related thereto without the express written
authorization of Carnegie. Upon termination of this Agreement, the Consultant
and Xxxxxxxxx shall leave with Carnegie all documents and other items in their
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 and
Xxxxxxxxx become acquainted during the term of this Agreement.
(b) Carnegie, the Consultant and Xxxxxxxxx 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, the Consultant and Xxxxxxxxx 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 and
Xxxxxxxxx, to the fullest extent permitted by law, for any and all liabilities
to which the Consultant or Xxxxxxxxx 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 and expenses) of any legal
action or claim brought or threatened to be brought against the Consultant or
Xxxxxxxxx or Carnegie as a result of, including but not limited to, any
investigation of such claim in connection with or arising out of such retention.
The Consultant and Xxxxxxxxx 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.
8. Assignment.
(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.
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(b) This Agreement shall be governed by and construed
in accordance with the laws of the State of New Jersey.
(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 or Xxxxxxxxx:
Xxxxxxxxx & Leech, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxx, President
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
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XXXXXXXXX & LEECH, INC.
By:_______________________________
Xxxxxxx X. Xxxxxxxxx,
President
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Xxxxxxx X. Xxxxxxxxx
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