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EXHIBIT 10.3
CONSULTING AGREEMENT
THIS AGREEMENT, entered into this 16th day of April, 1998, by and between
LEHIGH ONE INCORPORATED (hereinafter referred to as the "Corporation"), a
Florida corporation in the process of organizing a national bank to be situated
in Xxx County, Florida, which will operate under a name to be determined ninety
day of this agreement (hereinafter referred to as the "Bank") and XXXXX X.
XXXXX, (hereinafter referred to as the "Consultant").
W I T N E S S E T H :
WHEREAS, the Corporation is in the process of organizing the Bank and is
desirous of engaging the Consultant to assist it in certain organizational
matters; and
WHEREAS, the Consultant is desirous of providing consulting services to
the Corporation with regard to the organization of the Bank, and to serve as
President and Chief Executive officer of the Bank after its charter has been
approved, which bank is to be owned by a Bank Holding Company (the "Holding
Company"), which will be organized to own all of the stock of the Bank.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties hereto agree as follows:
1. ENGAGEMENT. The Corporation agrees to engage the Consultant and the
Consultant agrees to provide consulting services to the Corporation relating to
the regulatory process associated with the Corporation's application for the
Bank's charter and for permission to form the Bank Holding Company, and the
development of organizational and business plans relating to the operation of
the Bank and the Holding Company.
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2. TERM. The term of this Agreement shall commence on April __, 1998, and
shall continue until the earlier of nine (9) months from the date of
commencement of this Agreement or the date the Bank is no longer in its
organizational phase and has opened for business.
3. SERVICES. The Consultant shall exert his best efforts and devote
substantially all of his time and attention to the organizational matters of the
Bank and the Holding Company.
4. COMPENSATION. As compensation for the Consultant's services, the
Corporation shall pay the consultant a fee of Eight Thousand ($8,000.00)
Dollars per month. The consulting fees shall be paid as follows:
a.) Eight thousand upon execution of the agreement for services
rendered by the Consultant prior to the formation of the Corporation;
b.) Eight thousand beginning April 15, 1998, and continuing each and
every month thereafter under the term of this agreement, as set forth above.
5. EXPENSES.
A.) INSURANCE. The Corporation will provide the Consultant with
mutually agreeable insurance policies covering health, dental, life and
disability. Alternatively, the Corporation may reimburse the Consultant for the
cost of continuing Consultant's existing group health, dental, life and
disability insurance until such time as the Consultant and the Bank enter into
Employment Agreement, as hereinafter. The cost of said insurance payments shall
not exceed $600.00 per month.
(B.) OTHER EXPENSES. The Consultant shall also be entitled to
reimbursement for all reasonable expenses incurred by him in the performance of
his duties upon presentation of a
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voucher, and appropriate receipts, indicating the amount and the business
purposes.
6. TERMINATION. In the event of the Consultant's death or in the event
the Consultant is prevented from rendering services by reason of illness,
incapacity or injury for a period of sixty (60) consecutive days during the
term of this Agreement or in the event the Consultant fails to perform the
services required hereunder, then and in such event the Corporation may
terminate this Agreement upon written notice to the Consultant. If the
Agreement is terminated for other than cause, as cause is defined in the
Employment Agreement, (to be mutually agreed upon by the parties on or before
May 15, 1998), and the Consultant has commenced providing services, then the
Corporation shall continue to compensate the Consultant under Section 4 above
for a period of two weeks from the date of notification. In the event
Consultant voluntarily terminates his services then the Consultant shall
receive no further compensation.
The Consultant agrees that for a period of nine (9) months after
termination of his employment with the Corporation in any manner with, whether
with or without cause, Consultant will not, within fifty miles of the
corporation's headquarters located at 0000 Xxx Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxx,
directly or indirectly engaging in the business of banking, or in any business
competitive with employer. Directly or indirectly engaging in business of
banking or in competitive business shall include engaging in such business as
owner, partner or agent, or as employee or consultant of any person, firm or
corporation engaged in such business, or in being interested directly or
indirectly in any such business conducted by any person, firm or corporation.
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7. RATIFICATION OF EMPLOYMENT AGREEMENT. In the event the Bank is
granted its charter and the requisite amount of capital has been raised to
permit the Bank to open for business, the shareholders of the Corporation agree
to ratify and approve, on behalf of the Bank, the Employment Agreement (to be
mutually agreed upon by the parties on or before May 15, 1998). The shareholders
of the Corporation shall also cause the Board of Directors of the Bank to
ratify and approve such Employment Agreement. Upon approval by the Bank's Board
of Directors of the Employment Agreement, the Consultant agrees to enter into
said Employment Agreement and perform the duties enumerated therein as the
President and Chief Executive Officer of the Bank. Each shareholder of the
Corporation represents to the Consultant that he will vote for the approval of
said Employment Agreement at the initial Board of Directors meeting of the
Bank, and that they, as a group, will have sufficient votes to ratify said
Employment Agreement.
8. NOTICES. All notices requests, demands and other communication
provided for by this Agreement shall be in writing and shall be deemed to have
been given at the time when mailed at any general or branch United States Post
Office enclosed in a certified, postage pre-paid envelope, and addressed to the
address of the respective parties stated below, or as such party may have fixed
by notice:
To the Corporation:
0000 Xxx Xxxxxxxxx
Xxxxxx Xxxxx, Xxxxxxx 00000
To the Consultant:
Fairways I, Apartment 000X
Xxxx Xxxxxxxxx
Xxxxxx Xxxxx, Xxxxxxx 00000
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9. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and
be binding upon the Corporation and its successors. The Consultant may not
assign his right to payment nor his obligations under this Agreement.
10. GOVERNING LAW. This Agreement shall in all respects be interpreted,
construed and governed by and in accordance with the laws of the State of
Florida.
11. MISCELLANEOUS. This Agreement supersedes all prior understandings and
agreements between the parties, and may not be amended orally, but only in
writing signed by the parties hereto.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
LEHIGH ONE INCORPORATED
By: /s/ Xxxxx X. Xxxx
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Its President XXXXX X. XXXX
Attest: /s/ Xxxxxxxx Xxxx
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Vice-president XXXXXXXX XXXX
(CORPORATE SEAL)
/s/ Xxxxx X. Xxxxx
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XXXXX X. XXXXX
Consultant
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