|
EXHIBIT 10.3
CONSULTING AGREEMENT
This Consulting Agreement
(“Agreement”) is entered into as of the 11
th
day of April 2008, by and between Urstadt Biddle
Properties Inc. , a Maryland corporation with offices
at 321 Railroad Avenue, Greenwich, CT 06830
(“Company”), and James R. Moore ,
an individual residing at 6 Wintergreen Drive West, Melville,
NY 11747 (“Consultant”). Company and
Consultant hereinafter are sometimes collectively referred to
as the “Parties”.
WITNESSETH
WHEREAS,
Consultant previously was employed by the Company, most
recently in the capacity of Executive Vice President, Chief
Financial Officer and Treasurer (collectively, “Former
Employment Roles”); and
WHEREAS,
Company desires to benefit from Consultant’s expertise
by retaining Consultant as a financial consultant and
Consultant desires to furnish financial consulting services to
Company.
NOW
THEREFORE, in consideration of the mutual covenants
hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which is
acknowledged, the Parties agree as follows:
Article 1. Services/Term
Section
1.01 . Consultant agrees to provide advice
and consulting services to the Company regarding such matters
as may be requested from time to time by the Company (each an
“Assignment” and collectively, the
“Assignments”). The Assignments will
require expertise consistent with that required in
Consultant’s Former Employment Roles including, but not
necessarily limited to, advice and assistance concerning
public company accounting and reporting requirements,
Securities and Exchange disclosure and reporting requirements
and assistance in evaluating the effectiveness of the design
and operation of the Company’s internal controls over
financial reporting and related disclosure controls and
procedures.
Section
1.02 . Consultant shall be engaged by the
Company for the exchange of ideas only and shall not direct
employees of the Company or the Company’s independent
or internal auditors.
Section
1.03 . The Parties agree that on average
Consultant will not be required to provide services in excess
of forty (40) hours in any calendar month and Consultant
agrees that he will not provide consulting services in excess
of such amount without the prior written consent of
Company. If requested by the Company, Consultant
shall provide a written report to Company of the Assignments
addressed by Consultant and the number of hours provided by
Consultant on each Assignment during the preceding
month.
Section 1.04. Term . This Agreement
shall commence on July 1, 2008 and, except as hereinafter provided,
shall terminate on July 1, 2010. Company shall have the
right to terminate this Agreement in the event of
Consultant’s dishonesty, conviction of a felony, gross
negligence or breach of the covenants contained in Articles 3 or
4. In the event of such termination, the Company shall
pay the Consultant the pro-rata portion of any fees earned but not
paid prior to the date of termination and shall have no other
payment obligations to Consultant hereunder. The
Agreement shall terminate automatically upon Consultant’s
death or permanent disability and, in either such event, Company
shall pay to Consultant’s estate the pro-rata portion of fees
earned to the date of Consultant’s death or permanent
disability plus a sum equal to one-half of the amount of fees
scheduled to be paid during any remaining term of the
Agreement.
Article 2. Compensation
Section
2.01. Compensation . Company
shall pay Consultant a base annual fee of One Hundred
Thirty-six Thousand and 00/100 Dollars ($136,000),
payable in arrears, in quarterly installments commencing on
October 1, 2008 and continuing on the first day of January,
April, July and October in each succeeding year until the end
of the term of the Agreement.
Section.
2.02. Additional Services
. In the event that Company shall have
authorized, and Consultant shall have provided, more than
forty (40) hours of consulting services in any calendar month
(“Monthly Threshold”), Company shall pay to
Consultant an additional consulting fee at the rate of Sixty
Dollars ($60.00) per hour plus reasonable out of pocket
expenses for Consultant’s services in excess of the
Monthly Threshold. Such additional fee shall be
paid within thirty (30) days following Consultant’s
submission of an accounting of such services.
Section
2.03. Taxes
. At all times during the term of the Agreement,
the relationship of Consultant to the Company shall be that
of an independent contractor. Contractor shall not
receive benefits from the Company and Contractor shall be
solely responsible for paying state and federal income,
disability and social security taxes, as
applicable. No provision contained herein shall
create an employer/employee relationship between the
Parties.
Article 3. Proprietary Information
Section
3.01. Records . (a) All records
of the accounts of Company of any nature, whether existing at
the time of Consultant’s engagement, procured through
the efforts of Consultant, or obtained by Consultant from any
other source, and whether prepared by Consultant or otherwise
(collectively, “Records”), shall be the exclusive
property of Company regardless of who actually created or
purchased such Records or the means by which such information
was recorded. (b) All Records shall be immediately
returned to Company by Consulta
| 
