CONSULTING AGREEMENT
THIS AGREEMENT is made as of the ___ day of ___________, 1998, between THE
CITIZENS NATIONAL BANK OF LANSFORD (the "Bank"), and XXXXXXX X. XXXXXXXXX, an
adult individual (the "Consultant"), sometimes referred to collectively as (the
"Parties.")
WHEREAS, the Bank desires to retain the Consultant under the terms and
conditions set forth herein;
WHEREAS, the parties have entered into an Employment Agreement;
WHEREAS, the Consultant desires to serve the Bank as an advisor and
consultant capacity under the terms and conditions set forth in this Consulting
Agreement (the "Agreement");
WHEREAS, Bank would like to retain Consultant as a resource person for
marketing the Bank's services and products and for his ability to offer advice
relating to the institution and business history of the Bank; and
WHEREAS, Consultant has agreed to make himself available to Bank to offer
any information, advice and experience to the Bank.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
intending to be legally bound hereby, the parties agree as follows:
1. Effective Date. This Consulting Agreement shall take effect exactly one
year after the Effective Date of the Executive Employment Agreement. It is
intended by the parties that this Agreement shall become effective at the
expiration of the one (1) year term set forth in the Executive Employment
Agreement between the Consultant and the Bank. If the Executive Employment
Agreement is terminated by the Bank "For Cause," then this Consulting Agreement
shall not take effect.
2. Nature of Consultant Position.
(a) The Bank desires to make use of Consultant's expertise and experience
in the community banking business.
(b) Following the expiration of the Executive Employment Agreement, unless
the Executive Employment Agreement is terminated by the Bank "For Cause"
pursuant to Paragraph 11(c) of the Executive Employment Agreement, the Bank
shall engage Consultant and Consultant shall accept such engagement for a period
of one (1) year (the "Consulting Term") to undertake such consulting duties and
to perform such consulting services as reasonably may be assigned to him by the
President and Chief Executive Officer of the Bank, as further defined in
Paragraph 3.
(c) Consultant shall be an independent contractor and not an employee of
the Bank and, subject only to the terms of Paragraph 3, shall determine his own
method of operation in accomplishing such tasks as may be assigned. Consultant
shall not be entitled to receive any compensation, commissions, or benefits
other than those expressly provided for in this Agreement or in his capacity as
a duly elected member of the Board of Directors of the Bank.
3. Scope of Consulting Duties.
During the Consulting Term, Consultant shall be available, upon reasonable
notice by the President and Chief Executive Officer of Bank to assist the Bank
in an advisory or special assignment capacity and in his areas of experience and
competence. Consultant will give the Bank at least three (3) weeks notice of any
trips Consultant may take which are outside of the Bank"s traditional marketing
area. Upon such notice the Consultant shall not be required to accept any
consulting assignments until returning from such travel. It is the understanding
of the parties that
the Consultant's travel will not be of such frequency and duration as to make
Consultant unreasonably inaccessible to the Bank.
4. Member of the Board of Directors.
Consultant may continue his membership on the Board during the Consulting
Term for so long as he is duly elected by Bank to such position.
5. Compensation.
(a) During the Consulting Term, the Bank shall compensate the Consultant
for his services the amount of Ninety-Eight Thousand Dollars ($98,000.00). This
amount shall be paid in four (4) quarterly installments of Twenty-Four Thousand
Five Hundred Dollars ($24,500.00) each, on or about January 1, 2000, April 1,
2000, July 1, 2000 and October 1, 2000.
(b) For so long as the Consultant is a duly elected and qualified member of
the Board, the Consultant shall be entitled to the same compensation as paid to
other members of the Board and shall be entitled to the same benefits.
(c) It is understood by the parties that Bank shall furnish Consultant with
an appropriate Internal Revenue Service Form 1099 that evidences payment of this
miscellaneous income to the Consultant.
6. Death or Disability.
If, during the Consulting Term, the Consultant dies or becomes disabled,
then payments shall continue in accordance with Paragraph 5(a). In the event of
Consultant's disability, payments shall be made to Consultant. In the event of
Consultant's death, payments due him under this Consulting Agreement shall be
paid to the person designated by him in writing for this purpose, or in the
absence of any such designation, to his estate.
7. Nontransferability.
Neither the Consultant nor his estate shall have any right to commute,
anticipate, encumber or dispose of any payment under this Agreement. Such
payments and accompanying rights are nonassignable and nontransferable, except
as otherwise specifically provided in this Agreement.
8. Non-Competition.
It is hereby agreed that during the term of engagement hereunder and for
one year thereafter, the Consultant will not, without the prior written approval
of the Board of Directors of the Bank become an officer, employee, agent,
independent contractor, partner or director of any business enterprise in
substantial direct competition with the Bank or any subsidiary or parent of the
Bank, as the business of the Bank or any subsidiary or parent, may be
constituted during the term of engagement or at the time of such termination.
For the purposes of this Paragraph 8, a business enterprise shall be considered
in "substantial direct competition" with the Bank or any subsidiary or parent of
the Bank if, during a year (adjusted for fractions of a year in respect of a new
enterprise) when such competition is prohibited, the business enterprise sells a
product or service which is competitive with a product or service sold by the
Bank or its subsidiaries, within twenty-five (25) miles of the Bank or any of
its subsidiaries or their affiliates.
9. Binding Effect.
This Agreement shall inure to the benefit of and be binding upon the Bank,
its successors and assigns, including, without limitation, any person,
partnership, company or corporation which may acquire substantially all of the
Bank's assets or business or with or into which the Bank may be liquidated,
consolidated, merged or otherwise combined. In addition, this
Agreement shall inure to the benefit of and be binding upon Consultant, his
heirs, distributees and personal representatives.
10. Waiver.
The failure of either party to insist in any one or more instances upon
performance of any term or condition of this Agreement shall not be construed as
a waiver of its future performance. The obligations of either party with respect
to such term, covenant or condition shall continue in full force and effect. 11.
Notices. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when handdelivered or mailed by United States
certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive: Xxxxxxx X. Xxxxxxxxx
000 Xx. Xxxxxx Xxxx Xxxx
Xxxxxxxx, XX 00000
If to the Bank: President
The Citizens National Bank of Lansford
00-00 X. Xxxxx Xxxxxx
P.O. Box 128
18232-0128
or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.
12. Entire Agreement. With the exception of paragraph 8, "Restrictive
Covenant" in the Executive Employment Agreement, the provisions of which shall
continue, this Agreement supersedes all previous agreements between Consultant
and the Bank. This Agreement cannot be amended, modified or supplemented in any
respect except by a subsequent written agreement entered into by both parties.
13. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, this Agreement is executed the date and year first
above written.
ATTEST: THE CITIZENS NATIONAL BANK OF LANSFORD
/s/ Xxxxxx Xxx /s/ Xxxxxx X. Xxxxxx
____________________________ By:____________________________________
Xxxxxx Xxx, Cashier Xxxxxx X. Xxxxxx, President
WITNESS:
/s/ Xxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxx X. Belt Xxxxxxx X. Xxxxxxxx
