Exhibit 10(a). Agreement for Legal Services
AGREEMENT FOR LEGAL SERVICES
THIS AGREEMENT for legal services made this 26th day of April,2001, 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.
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:
By: /s/Xxxxxxxx Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
______________________________ ____________________________
Xxxxxxxx Xxxxxxxxxx, Secretary Xxxxxxx X. Xxxxxx, President
INTERCHANGE FINANCIAL SERVICES CORPORATION
/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 Annual Reorganization Meeting of
Clients held on the 26th day of April, 2001.
Xxxxxxx X. Xxxxxx $200.00 per hour
Xxxx X. Xxxxxxxxx $200.00 per hour
Xxxxxx X. Xxxxxxxxx $200.00 per hour
Xxxxxxx X. Xxxxxxxxxx $200.00 per hour
