Exhibit 10.6
CONSULTING AGREEMENT
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THIS AGREEMENT, made and entered into on the 30th day of June, 1998,
by and between Ambanc Holding Co., Inc. (the "Corporation"), Amsterdam Savings
Bank, FSB (the "Bank"), and Xxxxxx X. Xxxxxxxx ("Xxxxxxxx").
W I T N E S S E T H:
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WHEREAS, Xxxxxxxx has valuable knowledge and expertise relative to the
operation of the business of the Corporation and the Bank, and the Corporation
and the Bank desire to secure Xxxxxxxx'x commitment to furnish advisory services
to the Corporation and the Bank following termination of his employment with the
Corporation and the Bank, and to compensate him therefor;
NOW, THEREFORE, in consideration of the mutual premises and covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Term; Effective Date. The Corporation and the Bank shall retain
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Xxxxxxxx as a consultant commencing on June 30, 1998 (the "Effective Date"), and
continuing until December 31, 2000 (the "Expiration Date").
2. Services. Xxxxxxxx agrees to furnish such consulting services
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with respect to the business and affairs of the Corporation and the Bank as the
Chairman of the Board of Directors or President and Chief Executive Officer
thereof may reasonably request. Specifically, Xxxxxxxx'x major responsibility
shall be to assist the Chairman and the President, at their request, in
evaluating strategic alternatives for current and future business needs.
3. Independence. Xxxxxxxx shall be free at all times to arrange the
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time, place and manner of the performance of services described above. In no
event shall the Corporation and the Bank have the right, power or authority to
control or direct Xxxxxxxx in the details, manner or means of the performance of
his services or require that he comply with an established schedule. Xxxxxxxx
shall have no obligation to perform any services other than the consulting
services described in Section 2. It is the intent of the parties that Xxxxxxxx
shall perform consulting services hereunder as an independent contractor, not an
employee.
4. Non-Exclusive Services. Xxxxxxxx may perform such services for
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other entities of his choosing either as an employee or as an independent
contractor as he shall determine in his sole discretion, provided that his
performance of such other services does not adversely affect his ability to
perform the services described herein.
5. Consulting Fee. In consideration of Xxxxxxxx'x services
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hereunder, the Corporation and the Bank shall pay Xxxxxxxx on an annual basis
for the services which he performs hereunder through the Expiration Date the sum
of $171,175.00, in the aggregate, in equal monthly or semi-monthly installments.
The Corporation and the Bank shall also reimburse Xxxxxxxx for normal travel
expenses incurred on behalf of the Corporation or the Bank, including
transportation, meals and lodging expenses, as well as telephone toll charges
and other expenses incurred on behalf of the Corporation or the Bank. The
Corporation and the Bank shall further pay for medical insurance coverage for
Xxxxxxxx and his spouse on the same basis as they do for their senior executives
through
December 31, 1999, and shall provide a means by which Xxxxxxxx may pay for such
coverage for himself and his spouse, as a participant in the Corporation's
and/or the Bank's medical insurance plans, for the period from January 1, 2000,
through the date Xxxxxxxx becomes eligible to receive Medicare benefits.
6. Support Services. The Corporation and the Bank shall provide to
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Xxxxxxxx at no cost to him during the term hereof the use of secretarial, word
processing, telephone and other support services, as well as other equipment
which Xxxxxxxx reasonably requests to assist him in the performance of his
services hereunder.
7. Board of Directors. The Corporation and/or the Bank shall
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compensate Xxxxxxxx for his service as a director or advisory director at the
rate of $1,150 per month of service from January 1, 1999 until at least May 23,
2001, payable in advance, and they further agree to nominate Xxxxxxxx at such
times as necessary so that Xxxxxxxx remains a director or advisory director of
the Corporation and/or the Bank at all times from the Effective Date at least
until May 23, 2001.
8. Litigation; Attorneys' Fees. In the event that a dispute arises
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under this Agreement, the prevailing party in such dispute shall be entitled to
receive from the other party the amounts expended in pursuing the claim,
including costs of litigation, if any, and reasonable attorneys' fees.
9. Miscellaneous.
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(a) This Agreement shall be binding upon and inure to the benefit of
the Corporation and the Bank, their successors and assigns, and Xxxxxxxx and his
heirs, executors, administrators and legal representatives, provided that the
rights and obligations of the parties hereunder are nontransferable and
nonassignable except that (a) in the event of Xxxxxxxx'x death or incapacity,
his rights hereunder shall be transferable in accordance with the laws of
descent and distribution to his guardian or legal representative; or (b) in the
event of any reorganization of the Corporation or the Bank as a result of
merger, consolidation, sale or distribution of assets or dissolution, this
Agreement shall be binding upon the successor to the Corporation and the Bank to
the fullest extent permissible under applicable law.
(b) This Agreement constitutes all of the understandings and
agreements of whatever kind and nature existing between the parties with respect
to the matters set forth herein and supersedes all prior written or oral
agreements in relation thereto. No amendment, modification, rescission, waiver
or discharge of any provision of this Agreement shall be effective unless
contained in a subsequent written modification signed by both parties.
(c) The invalidity or unenforceability of any provision or provisions
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
(d) This Agreement shall be construed and enforced in accordance with
and be governed by the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
/s/ Xxxxxx X. Xxxxxxxx AMBANC HOLDING COMPANY, INC.
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Xxxxxx X. Xxxxxxxx
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
AMSTERDAM SAVINGS BANK, FSB
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
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