CONSULTING AGREEMENTConsulting Services Agreement |
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Endurance Capital Management Company, LP | Endurance Management Company, LLC | Gamble, Gamble, Calame & Chitton, LLC | Peoples BancTrust Company, Inc. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Search Consulting Services Agreement by:
Exhibit 10.3
TABLE OF CONTENTS
| Page | ||||
| ARTICLE I |
DEFINITIONS | 1 | ||
| ARTICLE II |
PROVISION OF SERVICES | 2 | ||
| Section 2.1 |
Provision of Services |
2 | ||
| Section 2.2 |
Standards for Performance of Services |
3 | ||
| Section 2.3 |
Personnel and Resources |
3 | ||
| Section 2.4 |
Engagement of Third-Party Providers |
3 | ||
| Section 2.5 |
Use of Services |
3 | ||
| Section 2.6 |
Access |
3 | ||
| Section 2.7 |
Other Activities |
4 | ||
| Section 2.8 |
No Obligation on Part of Company |
4 | ||
| ARTICLE III |
ENDURANCE PERSONS | 4 | ||
| Section 3.1 |
Relationship |
4 | ||
| Section 3.2 |
Non-Solicitation |
4 | ||
| Section 3.3 |
Non-Solicitation by Endurance |
4 | ||
| ARTICLE IV |
PAYMENT | 5 | ||
| Section 4.1 |
Services |
5 | ||
| Section 4.2 |
Third Party Expenses |
5 | ||
| Section 4.3 |
Taxes |
5 | ||
| Section 4.4 |
Payment |
5 | ||
| Section 4.5 |
Documentation |
5 | ||
| ARTICLE V |
TERM AND TERMINATION | 5 | ||
| Section 5.1 |
Consulting Term |
5 | ||
| Section 5.2 |
Termination Upon Breach |
6 | ||
| Section 5.3 |
Effect of Termination |
6 | ||
| ARTICLE VI |
LIABILITIES | 6 | ||
| Section 6.1 |
Disclaimer of Warranty |
6 | ||
| Section 6.2 |
Limitation of Liability |
6 | ||
| Section 6.3 |
Consequential and Other Damages |
6 | ||
| Section 6.4 |
Force Majeure |
7 | ||
| Section 6.5 |
No Liability for the Company or Third-Parties |
7 | ||
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TABLE OF CONTENTS
(continued)
| Page | ||||
| Section 6.6 |
Indemnification |
7 | ||
| ARTICLE VII |
CONFIDENTIALITY | 7 | ||
| Section 7.1 |
Confidential Information |
7 | ||
| Section 7.2 |
Confidentiality Obligations |
8 | ||
| Section 7.3 |
Exceptions |
8 | ||
| Section 7.4 |
Remedies |
8 | ||
| ARTICLE VIII |
ENDURANCE’S REPRESENTATIONS AND WARRANTIES | 9 | ||
| Section 8.1 |
Due Incorporation, etc |
9 | ||
| Section 8.2 |
Due Authorization |
9 | ||
| ARTICLE IX |
THE COMPANY’S REPRESENTATIONS AND WARRANTIES | 9 | ||
| Section 9.1 |
Due Incorporation, etc |
9 | ||
| Section 9.2 |
Due Authorization |
10 | ||
| ARTICLE X |
MISCELLANEOUS | 10 | ||
| Section 10.1 |
Amendment |
10 | ||
| Section 10.2 |
Notices |
10 | ||
| Section 10.3 |
Payments in Dollars |
11 | ||
| Section 10.4 |
Waivers |
11 | ||
| Section 10.5 |
Assignment |
12 | ||
| Section 10.6 |
No Third-Party Beneficiaries |
12 | ||
| Section 10.7 |
Severability |
12 | ||
| Section 10.8 |
Entire Understanding |
12 | ||
| Section 10.9 |
Relationship of Parties |
12 | ||
| Section 10.10 |
Applicable Law |
12 | ||
| Section 10.11 |
Joint Participation in Drafting |
12 | ||
| Section 10.12 |
Arbitration |
12 | ||
| Section 10.13 |
Interpretation |
14 | ||
| Section 10.14 |
Counterparts |
14 | ||
| Section 10.15 |
Facsimile or Electronic Signatures |
14 | ||
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EXECUTION COPY
CONSULTING AGREEMENT
This CONSULTING AGREEMENT (this “Agreement”), dated as of this 6th day of April, 2005 (the “Effective Date”), is by and between The Peoples BancTrust Company, Inc., an Alabama business corporation and bank holding company (the “Company”), and Endurance Capital Management Company, L.P., a Delaware limited partnership (“Endurance”). The Company and Endurance are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
WHEREAS, the Company desires that Endurance provide Services (as defined below) to the Company from time to time, and Endurance is willing to provide Services to the Company, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants, agreements and provisions and subject to the terms and conditions set forth herein, the Parties hereby agree as follows:
ARTICLE I
DEFINITIONS
For the purposes of this Agreement, capitalized terms have the meanings specified below.
“Affiliate” shall mean, with respect to any specified Person, any other Person which, directly or indirectly, controls, is under common control with, or is controlled by, such specified Person.
“Bank” shall mean The Peoples Bank and Trust Company, an Alabama banking corporation.
“Budget” shall have the meaning set forth in Section 2.1 hereto.
“Business Day” shall mean any day of the year other than (a) any Saturday or Sunday or (b) any other day on which the Bank or banks located in New York, New York are generally closed for business.
“Company” shall have the meaning set forth in the preamble hereto.
“Confidential Information” shall have the meaning set forth in Section 7.1 hereto.
“Effective Date” shall have the meaning set forth in the preamble hereto.
“Endurance” shall have the meaning set forth in the preamble hereto.
“Endurance Person” shall mean those employees and consultants of Endurance and its Affiliates who are individuals, and are providing or assisting in the providing of Services.
“Exchange Act” shall mean the Securities Exchange Act of 1934.
“Force Majeure Event” shall have the meaning set forth in Section 6.4 hereto.
“FRB” shall mean the Board of Governors of the Federal Reserve System.
“Governmental Authority” shall mean the government of the United States or any foreign country or any state or political subdivision thereof or any entity, body or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any quasi-governmental entity established to perform such functions.
“Indemnified Persons” shall have the meaning set forth in Section 6.6 hereto.
“Non-Solicitation Period” shall have the meaning set forth in Section 3.2 hereto.
“Person” shall mean any individual, corporation, proprietorship, firm, partnership, limited partnership, limited liability company, trust, association or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d) of the Exchange Act.
“Services” shall mean those investment banking and financial consulting services that may be provided by Endurance to the Company under this Agreement as agreed upon in writing by the Parties.
“Taxes” shall mean all taxes, charges, fees, duties, levies or other assessments (including income, gross receipts, net proceeds, ad valorem, turnover, real and personal property (tangible and intangible), sales, use, franchise, excise, goods and services, value added, stamp, user, transfer, fuel, excess profits, occupational, interest equalization, windfall profits, severance, payroll, unem
