CONSULTING AGREEMENT
Exhibit
10.23
This
Agreement is made and entered into as of the 1st
day of
March, 2007, by and between The Bank of Southern Connecticut and Southern
Connecticut Bancorp, Inc., having its principal place of business in New Haven,
Connecticut (hereafter referred to as "Bank") and Xxxxxx X. Xxxxxxxx, residing
in Guilford, Connecticut (hereafter referred to as "Consultant").
WITNESSETH
WHEREAS,
the Consultant is experienced in the operation and management of a bank,
and
WHEREAS,
Bank desires to secure the services of the Consultant on the terms herein set
forth; and
WHEREAS,
the Consultant is willing to enter into this Agreement on said
terms;
NOW,
THEREFORE, in consideration of the promises and the mutual covenants herein
contained, the parties hereto, intending to be legally bound, do hereby mutually
covenant and agree as follows:
1.
Employment:
Bank
agrees to hire and utilize the services of the Consultant as an independent
contractor.
2.
Term
of Employment:
Bank
agrees to employ Consultant as an independent contractor from July 1, 2007
through December 31, 2010.
3.
Duties:
Consultant's job duties will be subject to the direction of the Board of
Directors only. Generally, however, Consultant will be a ceremonial
representative,
or "Good Will Ambassador" of the Bank. Consultant will remain a Director, by
election at the Annual Meeting of Southern Connecticut Bancorp, Inc. Consultant
will make his own schedule and his hours shall be flexible.
4.
Compensation:
Beginning July 1, 2007 and ending December 31, 2010, Consultant shall be paid
the annualized rate of ONE HUNDRED TWO THOUSAND ($102,000) DOLLARS for his
services. Therefore, Consultant will be paid FIFTY-ONE THOUSAND ($51,000)
DOLLARS from July 1, 2007 to December 31, 2007, and ONE HUNDRED TWO THOUSAND
($102,000) DOLLARS annually thereafter. He will be paid on a monthly basis,
with
no tax withholdings. As an independent contractor, Consultant will be solely
responsible for payment of all taxes. Consultant shall make no claims for
reimbursement of expenses, and will not be eligible for vacation pay, sick
time
or personal time. In addition to the above, Bank will transfer title to the
2004
Mercedes motor vehicle to Consultant, on or about July 1, 2007. Consultant
will
be responsible for paying all expenses of transfer, including any taxes of
any
nature, and Consultant agrees that there shall be no charges assumed by
Bank.
5.
Termination
Of Consulting Agreement:
Bank,
by a majority of the independent Directors of Southern Connecticut Bancorp,
Inc., shall have the right in its sole discretion to terminate this Agreement,
with or without cause. The independent Directors are those Directors who are
not
employees or consultants of the Bank. Upon such termination, which shall be
given to Consultant in writing, Consultant will resign as a Director of Southern
Connecticut Bancorp, Inc. effective upon his receipt of the compensation due
him
under
this section. In the event of the termination of this Agreement, Consultant
shall be entitled to receive one hundred percent (100%) of the balance of the
compensation under this Agreement which is owing to him for the time remaining
between his termination notice and December 31, 2010, in a lump sum. Said lump
sum will be paid no later than ten (10) business days from the date Consultant
executes the release of claims referred to in paragraph 6, below.
This
Consulting Agreement will also terminate upon Consultant's death or total
disability. Consultant shall be "totally disabled" if he is unable to engage
in
the functions required by this Agreement on a substantially full-time basis
by
reason of any medically determinable physical or mental impairment, for the
period of twelve (12) continuous months. Upon termination due to death or total
disability, Bank shall have no liability for further payments under this
Agreement.
6.
Release
of Claims:
As a
condition of receiving the lump sum payable under paragraph 5 above, Consultant
agrees to release and withdraw, on a form acceptable to Bank, any and all claims
of any nature, known or unknown. Bank agrees to tender said release to
Consultant simultaneously with any notice of termination.
7.
Administrative:
Bank
will afford Consultant an office as well as limited, reasonable secretarial
and
administrative help as reasonably needed.
8.
Notices.
All
notices under this Agreement shall be in writing. Any notice from Employee
shall
be provided both to the Vice-Chairman of the Board, Xxxxx Xxxxxx, and to the
Secretary of the Bank (or their successors) and shall
be
effective and delivered in person or mailed by registered or certified mail.
Any
notice from Employer shall be effective when delivered in person or to
Employee's last known address by registered or certified mail.
9.
Successors
and Assigns.
The
Rights and obligations of the Bank under this Agreement shall inure to the
benefit of and shall be binding upon the successors and assigns of the Bank,
including, without limitation, any corporation, individual or other person
or
entity which may acquire all or substantially all of the assets and business
of
Bank, or any division of the Bank or with or into which the Bank may be
consolidated or merged or any surviving corporation in any merger involving
the
Bank.
Similarly,
the rights and obligations of the Consultant shall be continued and binding
on
the Consultant as required in this Agreement.
10.
Arbitration.
Any
dispute which may arise between the parties hereto shall be submitted to binding
arbitration in accordance with the Employment Rules of the American Arbitration
Association provided that any such dispute shall first be submitted to the
Bank’s Board of Directors in an effort to resolve such dispute without resort to
arbitration. In any dispute which is submitted to arbitration, the arbitration
costs and attorney’s fees and expenses of the prevailing party shall be paid by
the other party.
11.
Severability.
If any
of the terms or conditions of this Agreement shall be declared void or
unenforceable by any court or administrative body or competent jurisdiction,
such term of condition shall be deemed severable from the remainder of this
Agreement, and the other terms and conditions of this
Agreement
shall continue to be valid and enforceable.
12.
Construction.
This
Agreement shall be construed under the laws of the State of Connecticut. Words
of the masculine gender mean and include correlative words of the feminine
gender. Section headings are for convenience only and shall be considered a
part
of the terms and provisions of the Agreement.
IN
WITNESS WHEREOF, Bank has caused this Agreement to be executed by a duly
authorized officer and Consultant has hereunto set his hand, the day first
above
written.
Dated
at
New Haven, Connecticut, this1st day of March, 2007.
Witnesses:
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Bank:
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The
Bank of Southern Connecticut, Inc
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Southern
Connecticut Bancorp, Inc.
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Witnesses:
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Consultant:
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Xxxxxx
X. Xxxxxxxx
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