MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT is made as of March 1, 1996, by and
between CRUSADER SAVINGS BANK, FSB, a federally chartered savings bank ("Bank"),
and CRUSADER HOLDING CORPORATION, a Pennsylvania corporation ("Manager").
Background
Bank is a Federal savings bank chartered under Section 5 of
the Home Owners' Loan Act (the "Federal Act") and exercises all of the powers
conferred thereby in the operation of its business (the "Business"). A Federal
Stock Charter was issued to Bank with an effective date of June 29, 1993 (the
"Bank's Charter"). Manager is the sole shareholder of Bank. Bank desires to
retain Manager to provide certain services for the benefit of the Bank as set
forth herein, all subject to the terms and conditions of this Agreement.
Agreement
NOW THEREFORE, in consideration of the mutual promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:
ARTICLE I
MANAGEMENT SERVICES
1.1 Management services. Manager agrees to provide certain
services to the Bank, including, without limitation, the appointment of an
officer of Manager to serve as Chairman of the Board of Directors of the Bank,
the appointment of a second officer of Manager to serve as a member of the said
Board of Directors, the appointment of one or more of its officers to serve on
the Bank's Loan, Compensation or any other committees or subcommittees created
by the Board of Directors and the provision of advisory services to the existing
officers of the Bank, including (i) development of additional business lines for
the Bank within applicable regulatory limitations, (ii) supervision of newly
developed business lines of the Bank and (iii) development of marketing
strategies to enhance the profitability of the existing and all future business
lines of the Bank.
1.2 Other Matters. Manager and Bank agree that Manager's
relationship to Bank is that of an independent contractor, that Manager is not
an agent of Bank and that neither Manager nor Bank will represent to anyone that
Manager's relationship to Bank is other than that of an independent contractor.
ARTICLE II
MANAGER'S COMPENSATION
2.1 Expense Reimbursement. Bank shall reimburse Manager for
all direct expenses of managing and operating the Business, if any, which
Manager incurs on Bank's behalf and which are approved by Bank. Direct expenses
shall not include expenses incurred by Manager at its general offices and shall
not include the salaries of Manager's employees engaged in the conduct of its
obligations to Bank hereunder. Notwithstanding the foregoing, Manager shall have
no obligation to advance its own funds for Bank's account.
2.2 Management Fees. Bank shall pay Manager a monthly base
management fee for services rendered during each calendar month (or portion
thereof) during the term of this Agreement hereunder equal to $18,500 (the
"Management Fee"). The Management Fee shall be due and payable on or before the
tenth (10th) day of the calendar month for which such fee is earned.
ARTICLE III
TERM AND TERMINATION
3.1 Term. The initial term of this Agreement shall commence on
the date hereof and terminate on the date occurring thirty (30) days following
receipt of written notice from one party to the other party of such party's
intent to terminate this Agreement; provided, however, that any such notice
shall not be effective during the first year of the term of this Agreement
except that Bank may terminate this Agreement at any time for "cause" by giving
Manager thirty (30) days' prior written notice. In the absence of any such
notice, the term of this Agreement shall continue on a year-to-year basis under
the same terms and conditions unless and until terminated in accordance with the
terms of this paragraph.
3.2 Cause.
(a) Without limitation, "cause" shall include the
following:
(i) (1) the failure of Manager to comply with
the material terms and conditions of this Agreement, which is not corrected
within thirty (30) days following receipt of written notice of such failure from
Bank to Manager, (2) the failure of Manager to follow any written direction
consistent with the terms and provisions of this Agreement delivered by Bank to
Manager which is not corrected within thirty (30) days following receipt of
written notice of such failure given by Bank to Manager, (3) the making of any
intentionally false or misleading statement of fact by Manager to Bank, or (4)
gross negligence committed by
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Manager in carrying out the Manager's responsibilities outlined in this
Agreement.
(ii) At the option of Bank, a sale of the
Business.
(iii) If a receiver, liquidator or trustee for
Manager shall be appointed by court order, or a bona fide petition shall be
filed against Manager under any bankruptcy, reorganization or insolvency law and
shall not be dismissed within one hundred twenty (120) days after such
appointment or filing, or Manager shall file a petition in voluntary bankruptcy
or for reorganization under any bankruptcy, reorganization or insolvency law, or
Manager shall make an assignment for the benefit of creditors.
(b) Termination of this Agreement shall not release either
party from its liability hereunder for the period prior to termination. Upon
termination of this Agreement, (i) Bank agrees to pay Manager all amounts then
owed by Bank to Manager under this Agreement; (ii) Manager shall deliver to Bank
any monies due Bank under this Agreement but received by Manager after its
termination; (iii) Manager shall deliver to Bank all materials and supplies,
originals of books and records, keys, contracts and documents, and such other
accountings, papers and records pertaining to this Agreement and Manager's
obligations hereunder; and (iv) Manager shall assign as directed by Bank such
existing contracts relating to the operation and maintenance of the Business as
Bank shall require.
ARTICLE IV
MISCELLANEOUS
4.1 Notices. Any notice to be given or to be served upon any
party hereto shall be in writing and shall be given by certified or registered
mail or overnight express, but shall be deemed to have been given and received
on the third day after attempted delivery in the case of Certified or Registered
mail and on the date shown on verified receipt in the case of overnight express.
If notice is given in some manner other than as above specified, it shall be
deemed to have been given when delivered to and received by the party to whom it
is addressed. Such notices shall be given to the parties hereto at the following
addresses:
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If to Bank:
Crusader Savings Bank, FSB
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxxx, President
If to Manager:
Crusader Holding Corporation
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xx. Xxxxxx X. Xxxx, Chairman
Either party shall have the right to change its address for notices hereunder to
any other location or to add additional addresses for notice hereunder by the
giving of written notice to the party in the manner set forth herein above.
4.2 Miscellaneous.
(a) This Agreement shall constitute the entire agreement
between the parties hereto and no modification hereof shall be effective unless
made by an agreement in writing executed by the parties hereto.
(b) Nothing contained in this Agreement shall constitute
or be deemed to be or create a partnership or joint venture between Bank, its
successors or assigns, on the one part, and Manager, its successors or assigns,
on the other part.
(c) Neither this Agreement nor any part hereof nor any
service, relationship or other matter alluded to herein shall inure to the
benefit of any third party, to any trustee in bankruptcy, to any assignee for
the benefit of creditors, to any receiver by reason of insolvency, to any other
fiduciary or officer representing a bankrupt or insolvent estate of either
party, or to the creditors or claimants of such an estate. Without limiting the
generality of the foregoing, it is agreed that insolvency or bankruptcy of
either party hereto shall, at the option of the other party, void all rights of
such insolvent or bankrupt party hereunder (or so many of such rights as the
other party shall elect to void).
(d) Manager shall not, without Bank's prior written
approval, assign any of its rights or obligations under this Agreement.
Notwithstanding the provisions of paragraph (c) above, Bank may assign its
rights and obligations under this Agreement to any successor to the Business,
and Bank shall be relieved of all liability accruing after the effective date of
any such assignment.
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(e) If any one or more of the provisions of this
Agreement, or the applicability of any such provisions to a specific situation
shall be held invalid or unenforceable, then such provision shall be modified to
the minimum extent necessary to make it or its application valid or enforceable,
and the validity and enforceability of all other provisions of this Agreement
and all other applications of such provisions shall not be affected thereby.
(f) Unless the context clearly requires otherwise, the
singular number herein shall include the plural, the plural number shall include
the singular, and any gender shall include all genders. The titles and captions
used herein shall not affect the construction of this Agreement.
(g) This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Pennsylvania.
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IN WITNESS WHEREOF, the parties hereto, by their duly
authorized officers, has executed his Agreement as of the and year first above
written.
BANK:
CRUSADER SAVINGS BANK, FSB
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxx, President
MANAGER:
CRUSADER HOLDING CORPORATION
By: /s/ Xxxxxx X. Xxxx
-------------------------------------
Xxxxxx X. Xxxx, Chairman
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