CONSULTING
AGREEMENT
This CONSULTING AGREEMENT (“ Consulting
Agreement ”) is entered into, as of June 10, 2008 (the "
Effective Date "), by and between Republic First Bancorp,
Inc. (the “ Company ”) and Vernon W. Hill, II
(“ Consultant ”).
WITNESSETH
WHEREAS, the Company and Consultant wish to
enter into a consulting relationship on the terms and conditions
exclusively set forth in this Consulting Agreement.
NOW THEREFORE, in consideration of the mutual
covenants and promises set forth herein and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and Consultant hereby agree as
follows:
(a) The initial term
of this Consulting Agreement shall commence on the Effective Date
and shall continue until the fourth anniversary of the Effective
Date, unless terminated sooner pursuant to Section 1(b) below
(the " Initial Term "). This Consulting Agreement
shall continue in effect for successive one-year periods
thereafter, unless terminated sooner pursuant to Section 1(b) below
or unless notice is given in writing by either party to the other
party – at least 60 days prior to the fourth anniversary
of the Effective Date or prior to any anniversary of the Effective
Date thereafter – of the Company's or Consultant's desire to
modify, amend or terminate this Consulting Agreement (collectively,
including the Initial Term, the " Term ").
(b) Consultant may
terminate this Consulting Agreement and the Term at any time upon
10 days advance written notice to the Company. The
Company may terminate this Consulting Agreement and the Term
upon written notice to Consultant only if (i) Consultant
engages in willful misconduct or is grossly negligent in the
performance of the "Consulting Services" (as defined below);
(ii) Consultant materially fails or refuses to perform the
Consulting Services after reasonable advance request by the
Company; (iii) Consultant is convicted of, or enters a plea of
guilty or nolo contendere to, a felony; (iv) Consultant
engages in any willful or intentional act that is materially
injurious to the reputation, business or business relationships of
the Company or its subsidiaries; (v) Consultant is unable, with
reasonable accommodation, to perform the Consulting Services
because of physical or mental impairment; or (vi) Consultant
breaches in any material respect any of his obligations under
Section 4 below. The Term shall also end without any action by the
Company upon the death of the Consultant.
(c) Upon any
termination of Consultant's engagement as a consultant hereunder,
the Company shall pay Consultant all fees and reimburse Consultant
for all reasonable expenses incurred hereunder prior to the date of
termination.
2.
Consulting
Services . From time to time during the Term,
Consultant shall provide advisory and consulting services with
respect to strategic matters and opportunities regarding the
Company and its business and operations, for a minimum of 24 hours
per month (the " Consulting Services ").
3.
Consulting Fees
. As compensation for
the Consulting Services, the Company will pay to Consultant a
monthly fee based on a per annum rate of Two Hundred Fifty Thousand
Dollars ($250,000), payable via bank wire transfer on the last day
of each month. In addition, the Company shall reimburse
Consultant for all reasonable out-of-pocket expenses incurred by
Consultant in connection with the performance of the Consulting
Services. The Company shall reimburse all expenses due
to Consultant within a reasonable period after Consultant submits
such expenses to the Company for reimbursement provided that the
expenses are incurred during the Term, are submitted to the Company
within (30) days after they are incurred, and otherwise are
substantiated in accordance with the reimbursement policy of the
Company. If any reimbursement is taxable to the
Consultant, the following provisions shall apply: The amount of
expenses that are eligible for reimbursement during the taxable
year of the Consultant may not affect the expenses eligible for
reimbursement in any other taxable year. The
reimbursement must be paid to the Consultant within thirty (30)
days after the Consultant submits the related expense reports and
receipts. The right to reimbursement is not subject to
liquidation or exchange for another benefit. A taxable
reimbursement otherwise will be made in a manner intended to avoid
the imposition of tax under Section 409A of the Internal Revenue
Code of 1986.
4.
Restrictive
Covenants .
(a)
Non-Competition . Consultant hereby covenants and agrees
that during the Term, Consultant shall not, without the written
consent of the Company, become an officer, employee, consultant,
director or trustee of any savings bank, savings and loan
association, savings and loan holding company, bank or bank holding
company or credit union, or any direct or indirect subsidiary
of any such entity, which is headquartered in the states of New
York, New Jersey or Pennsylvania or the owner of 10% or greater of
the voting equity of any such entity; provided, however ,
that this shall not prohibit or restrict any investment in any such
entity by Hill Townsend Capital or any other investment
company or fund with which Consultant is affiliated and the fund
manager or advisor for which is registered with the U.S. Securities
and Exchange Commission.
(b)
Confidentiality . Consultant hereby covenants and
agrees that during the Term and for the period ending two years
after the latter of (i) the effective date of termination of this
Consulting Agreement and (ii) the date upon which the Designee
ceases to serve as a director of the Company and the Bank he shall
not directly or indirectly use or disclose, except as required by
law or judicial or regulatory proceedings or as authorized by the
Company, any “Company Information” (as defined below)
that Consultant may have or acquire (whether or not developed or
compiled by Consultant) during the Term. The term
“Company Information” as used in this Consulting
Agreement shall mean confidential or proprietary information
including
strategic
plans specific to the Company and its business operations,
technical and financial information and customer or client lists,
relating to the Company or its programs or procedures, including
without limitation, information received by the Company from third
parties under confidential conditions. Notwithstanding
the foregoing, the term “Company Information” shall
also include, without limitation, the Company’s computer
database, forms and form letters, form contracts, information
regarding specific transactions, financial information and
estimates and long-term planning and goals specific to the Company
and its business operations. The term “Company
Information” shall not include information that has become
generally available to the public other than as a result of
disclosure by Consultant in violation of this Consulting
Agreement. Consultant also agrees to comply with the
terms of the Company’s securities trading policy during the
Term. Notwithstanding anything to the contrary set forth
herein, the Company acknowledges that Consultant has been retained
due to, among other things, provide his experience and expertise in
the management of the operations, growth and strategic development
of retail and commercial banking businesses, and the restrictions
on disclosure and use of Company Information set forth in this
Section 4(b) shall not be deemed to prohibit Consultant from
utilizing that experience and expertise following termination of
the non-compete covenant set forth in Section 4(a) above in
connection with his acting in any capacity or taking any
action that might otherwise be prohibited during the period of
effectiveness of such non-compete covenant.
(c)
Non-Solicitation . Consultant hereby
covenants and agrees that during the Term and, if
this Consulting Agreement is terminated prior to the
expiration of the Initial Term, for a period of six (6) months
after the effective date of such termination, Consultant shall not
without the written consent of the Company: (i) solicit,
offer employment to, or take any other action intended to cause any
officer or employee of the Company or any of its subsidiaries
to terminate his or her employment and accept employment or become
affiliated with, or provide services for compensation in any
capacity whatsoever to, any savings bank, savings and loan
association, bank, bank holding company, savings and loan holding
company, or other financial institution; (ii) provide any
information, advice or recommendation to any officer or employee of
the Company or any of its subsidiaries with respect to any savings
bank, savings and loan association, bank, bank holding company,
savings and loan holding company, or other financial
institution, that is intended to cause such officer or
employee of the Company or any of its affiliates or subsidiaries to
terminate his or
|
