Exhibit 10(a). Agreement for Legal Services
AGREEMENT FOR LEGAL SERVICES
THIS AGREEMENT for legal services made this 22nd day of April, 2004 by and
between:
ANDORA & XXXXXX, LLC
A Professional Corporation
00 Xxxxx Xxxx
Xxxxxxx, Xxx Xxxxxx 00000
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 in addition to those rendered as corporate
counsel." Such fees and costs shall be billed by Attorneys to Clients on a
thirty (30) 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 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 Attorneys. 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., O.A.L. 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 Client 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 that 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
ANDORA & XXXXXX, LLC
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Xxxxxxx X. Xxxxxx, Member of LLC
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 the Annual Reorganization Meeting of Clients
held on the __22_ day of April, 2004.
Xxxxxxx X. Xxxxxx $200.00 per hour
Xxxxxxx X. Xxxxxxxxxx $200.00 per hour
Others Members of the Firm $200.00 per hour
