Exhibit 10.20
CONSULTANT AGREEMENT
This Agreement, dated as of the 16th day of November, 1995, by and
between XXXXXXX X. XXXXXX, residing at 00 Xxxxxxxxxx Xxxxx, in the Township of
West Orange, County of Essex, and State of New Jersey (herein referred to as
"Xxxxxx") and BROAD NATIONAL BANCORPORATION, a corporation organized under the
laws of New Jersey (herein referred to as "Bancorporation"), with principal
offices at 000 Xxxxx Xxxxxx, xx xxx Xxxx xx Xxxxxx, Xxxxxx of Essex, and State
of New Jersey.
WITNESSETH:
WHEREAS, Bancorporation is the owner of all of the outstanding
shares of Broad National Bank, a national banking association organized under
the laws of the United States of America (the "Employing Subsidiary" or the
"Bank"); and
WHEREAS, Xxxxxx has served as the Chairman of the Board of
Directors and the Chief Executive Officer of the Employing Subsidiary and of
Bancorporation; and
WHEREAS, the leadership and productivity of Xxxxxx have
significantly contributed to the growth and financial security of
Bancorporation and the Employing Subsidiary; and
WHEREAS, Bancorporation and the Employing Subsidiary desire that
Xxxxxx continue his activities on behalf of the Employing Subsidiary as a
consultant, officer and, if elected,
director, and Xxxxxx has agreed to continue to service Bancorporation and the
Employing Subsidiary pursuant to the terms and conditions of this Employment
Agreement.
NOW, THEREFORE, in consideration of mutual covenants hereinafter
set forth, the parties agree as follows:
1. Employment, Term and Compensation. Bancorporation agrees to
employ Xxxxxx and Xxxxxx hereby accepts and agrees to be a consultant for
Bancorporation and the Subsidiary for the term, in the capacities, at the
compensation and in accordance with the terms and conditions of this and the
following paragraphs of this Agreement:
A. The term hereunder shall be a period of three
(3) years commencing January 2, 1996 and ending December 31, 1998.
In the event of a sale of all or substantially all of the assets
of Bancorporation or the merger or consolidation of Bancorporation
with any other institution during the term of this Agreement,
following which the holders of a majority of the voting stock in
the surviving entity shall be persons other than those who owned a
majority of the voting stock of Bancorporation immediately prior
to such transaction, then the term of this Agreement shall be
extended to a date ending three (3) years from the effective date
of any such sale or merger. Any such transaction is referred to
herein as a "Control Change".
X. Xxxxxx shall serve as a Special Consultant to
Bancorporation and the Employing Subsidiary and shall be
reasonably available to management to provide to their respective
officers and key personnel the benefit of his experience and
judgment and to establish, produce and continue important customer
banking relationships.
C. Bancorporation or the Employing Subsidiary shall
compensate Xxxxxx for his services as a Special Consultant to
Bancorporation and the Employing Subsidiary at the rate of Eighty-
Six Thousand Dollars ($86,000) a year, payable monthly in arrears
during the initial term and any extended term hereof.
X. Xxxxxx, if elected, shall serve as a member of
the Board of Directors and of the Executive Committee of
Bancorporation and the Employing Subsidiary at no additional
compensation.
E. In addition to all other compensation payable to
Xxxxxx during the term of this Agreement, Bancorporation or the
Employing Subsidiary shall pay to Xxxxxx, or provide for his
benefit such medical and dental insurance benefits as
Bancorporation and the Employing Subsidiary provide to any other
personnel of Bancorporation or the Subsidiary.
F. Pending the commencement of the term hereof, the
provisions of the Consultant Agreement between Xxxxxx and
Bancorporation dated January 2, 1995 shall continue in effect, but
shall be superseded by this Agreement as of January 2, 1996.
2. Termination of Employment. This Agreement shall be
terminated prior to the expiration of its term upon the date of the first to
occur of the following events:
A. A determination by Xxxxxx'x physician and by a
physician designated by Bancorporation or the Subsidiary that
Xxxxxx shall not be able to substantially perform the services
required for his consultantship as set forth in subparagraph B of
paragraph 1 because of a physical or mental illness or injury and
such disability prevents Xxxxxx from substantially performing the
services required for his employment for a period of six
consecutive months. If the two physicians cannot agree, they
shall select a third physician and the determination of the
majority of them shall prevail. If the two physicians shall not
agree on the selection of a third physician within thirty (30)
days of their disagreement, the third physician shall be such
physician as shall be selected by the Essex County Medical Society
or by the Chief of Medicine of the New Jersey College of Medicine
and Dentistry, in that order.
B. The death of Xxxxxx.
3. Compensation After Termination of Agreement.
A. If this Agreement shall be terminated because of
Xxxxxx'x disability as determined in accordance with subparagraph
A of paragraph 2, or if Xxxxxx shall determine to retire from his
position as a consultant, Bancorporation or the Subsidiary shall
pay to Xxxxxx, or to his legal representative, fifty percent (50%)
of the compensation as would otherwise be payable to Xxxxxx for
the remainder of the term of this Agreement in accordance with
subparagraph C of paragraph 1, provided that the amount of such
payment shall be reduced by an amount equal to any insurance
benefits actually paid under any disability policy maintained and
paid for by Bancorporation or the Subsidiary and provided,
further, that if Xxxxxx shall retire or become disabled following
a Control Change, then, in lieu of fifty percent (50%) of the
compensation which would otherwise be payable during the remainder
of the term hereof, he shall be entitled to eighty-five (85%) of
such compensation. If any disability insurance payments actually
made to Xxxxxx exceed the amount of compensation provided herein,
such excess may be retained by Xxxxxx. Any retirement payments
made hereunder shall be paid during the remainder of the term
hereof, or until ninety (90) days following Xxxxxx'x death,
whichever shall first occur.
B. If services of Xxxxxx shall terminate prior to
the expiration of the term hereof, because of his death,
Bancorporation or the Subsidiary shall pay to his surviving widow,
but if she is not surviving, then to his legal representative,
compensation at the applicable rate set forth in subparagraph C of
paragraph 1 for a period of ninety (90) days after his death.
C. So long as Xxxxxx shall be receiving payments
hereunder, Bancorporation shall continue to provide medical
insurance for Xxxxxx and his wife at Bancorporation's cost in such
amounts and on such terms as are provided for other employees.
Thereafter, if under the terms of Bancorporation's or the Bank's
health insurance plan Xxxxxx and/or his wife are eligible for
inclusion, such insurance shall be made available to them at their
cost.
4. Additional Benefits. Bancorporation and the Subsidiary
recognize that it is essential to the satisfactory performance by Xxxxxx of
his duties and responsibilities that Bancorporation and the Subsidiary, at
their cost, provide him with certain facilities and the Subsidiary or
Bancorporation incur certain expenses during the period of his employment as
follows:
A. An office commensurate with his position, and a
secretary, as he may require.
B. Use of a Bank vehicle.
C. Reimbursement for reasonable expenses incurred
by him for business travel and entertainment any and other
expenses relating to Bancorporation's or the Subsidiary's
businesses, as may be incurred by him.
5. Termination of Employment and/or Payments Without Benefits.
A. In the event that during the term hereof, Xxxxxx
shall fail on a continuing basis to perform consulting services
hereunder substantially as such services were performed during the
two years prior to the date hereof, the Board of Directors of
Bancorporation may notify Xxxxxx of such failure, stating those
areas in which the Board shall have determined that Xxxxxx'x
performance shall have been deficient. If within 60 days
thereafter Xxxxxx shall not have corrected the deficiency, the
Board may place Xxxxxx on retirement and he shall thereafter
receive only the amount provided herein for such retirement.
B. If at any time during the period that Xxxxxx
shall be receiving payments (including retirement payments) under
this Agreement he shall engage in competition against the Bank and
shall fail to discontinue such competition within thirty (30) days
after written notice of demand by the Bank to
discontinue such competition, then Bancorporation shall not be required
to make any further payments under this Agreement.
6. Automatic Extension. This Agreement shall be extended
automatically for one additional year on each December 31 during the term
hereof or any extended term unless on or before December 1 of any year during
the term hereof or any extended term, Bancorporation shall notify Xxxxxx that
it has elected not to extend such term or Xxxxxx shall have notify
Bancorporation that he desires that such term not be extended.
7. Entire Agreement. This writing shall constitute the entire
Agreement of the parties as to the employment and compensation of Xxxxxx by
Bancorporation and the Employing Subsidiary and shall supersede any and all
prior agreements and understandings, whether they be oral or in writing.
8. Severability. If any provision hereof shall be determined
by a court of competent jurisdiction to be unenforceable, such determination
shall not affect the validity or enforceability of the remaining provisions
hereof.
9. Governing Law. This Agreement shall be binding upon the
parties hereto, and all persons who succeed to their rights and obligations
such as their successors and permitted assigns, and it shall be construed in
accordance with the laws of and in the Courts of New Jersey.
IN WITNESS WHEREOF, Bancorporation has caused this Agreement to be
signed and sealed by its duly authorized officers and Xxxxxx has signed and
sealed this Agreement.
ATTEST: BROAD NATIONAL BANCORPORATION
/s/ Xxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxx
Xxxx X. Xxxxx Xxxxxx X. Xxxx, Chairman
Secretary and Chief Executive Officer
WITNESS:
/s/ Xxxxxxxx X. Xxxxxxxxxx /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
