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 XXXXX X. RING, an
individual whose business is 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx
00000 (the "Consultant").
RECITAL:
WHEREAS, the parties hereto desire to enter into this Agreement to
provide for the retention by Carnegie of the Consultant 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 consummation of the
merger between Carnegie and Regent Bancshares Corp. as a consultant to Carnegie.
The Consultant agrees to serve as Vice Chairman of Carnegie and to provide
consulting services 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 the Consultant. Consultant may continue
to use his office at Regent Bancshares Corp. while performing his duties during
the two-year term of this Agreement.
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 $65,000 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
$16,250 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 business related
expenses incurred by the Consultant in rendering the consulting services
provided for herein, upon presentation by the Consultant to Carnegie of itemized
accounts of such expenses in accordance with Carnegie's regular policies for
reimbursement of employees' business expenses including but not limited to
expenses associated with Consultant's membership at the Locust Club.
(c) During the two-year term of this Agreement, Carnegie will
reimburse Consultant for the cost of Blue Cross/Blue Shield insurance benefits
or provide to the Consultant equivalent or better insurance benefits.
4. Death or Total Disability of the Consultant.
(a) In the event of the death of the Consultant during the
term of this Agreement, this Agreement shall terminate effective as of the date
of the Consultant's 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 the Consultant's death and
reimburse the Consultant's estate for any business expenses incurred by the
Consultant which had not been reimbursed at the date of the Consultant's death.
(b) In the event of the Total Disability (as defined herein)
of the Consultant 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 the Consultant 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 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 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 his
duties hereunder, the Consultant shall not use or disclose any
Confidential Information (as hereinafter defined) or any know-how
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or experience related thereto without the express written authorization of
Carnegie. Upon termination of this Agreement, the Consultant shall leave with
Carnegie all documents and other items in his 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 becomes acquainted during the term
of this Agreement.
(b) Carnegie and the Consultant 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 and the Consultant 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, to the
fullest extent permitted by law, for any and all liabilities to which the
Consultant 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) of any legal action brought or threatened to be
brought against the Consultant or Carnegie as a result of, in connection with or
arising out of such retention. The Consultant and Ring 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 as the same may be
applicable to the Consultant.
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:
Xxxxx X. Ring
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
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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Xxxxx X. Ring
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