Exhibit 10.2
CONSULTING
AGREEMENT
THIS CONSULTING AGREEMENT (
“Agreement”) is made and
entered into this 21st day of May 2009, by and among FEDFIRST
FINANCIAL CORPORATION (the “Company”), FIRST
FEDERAL SAVINGS BANK (the “Bank”) and JOHN G.
ROBINSON (“Mr. Robinson”). This
Agreement is effective as of May 22, 2009 (the “Effective
Date”).
BACKGROUND
Mr. Robinson currently serves as Chief Executive
Officer and President of the Company and the Bank. Mr.
Robinson entered into an employment agreement with the Company and
the Bank on October 11, 2005 (the “Employment
Agreement”). Effective as of May 21, 2009 (the
“Retirement Date”), Mr. Robinson will retire from his
employment at the Company and the Bank and will thereafter provide
consulting services to the Company and the Bank upon the terms and
conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing and of the
mutual covenants and agreements set forth herein, and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be
legally bound, agree as follows:
1.
EMPLOYMENT AGREEMENT . Mr. Robinson will
retire as an employee and officer of the Company and the Bank,
effective as of his Retirement Date. As of the
Retirement Date, the Employment Agreement shall be terminated and
Mr. Robinson shall not be entitled to severance or any other
post-termination benefits or payments provided under the Employment
Agreement.
2.
CONSULTING PERIOD . Unless terminated
sooner pursuant to Section 5 below, the term of this Agreement
shall be for the period commencing on the Effective Date and
continuing for twenty-four (24) months thereafter (the
“Consulting Period”).
3.
CONSULTING SERVICES . Mr.
Robinson’s consulting services shall include, but not
necessarily be limited to, providing advice on matters relating to
the Bank’s operations and such other matters as requested by
the Chief Executive Officer of the Company. During the
Consulting Period, Mr. Robinson shall devote such time and
attention to his duties hereunder as is reasonably required to
provide consulting services to the Company and the Bank pursuant to
this Agreement as requested by the Chief Executive Officer of the
Company. Mr. Robinson shall also assist the Company and
the Bank with strategic initiatives as requested by the Chief
Executive Officer of the Company. The times during
which, and the locations at which, Mr. Robinson shall perform his
services hereunder shall be subject to the mutual agreement of Mr.
Robinson and the Chief Executive Officer of the Company.
4.
COMPENSATION FOR CONSULTING SERVICES . During the
Consulting Period, the Company will pay to Mr. Robinson a monthly
consulting fee in the amount of $7,500 per month (the
“Consulting Fee”).
5.
TERMINATION OF CONSULTING SERVICES .
(a)
Death or Disability . Mr.
Robinson’s service as a consultant and this Agreement shall
terminate automatically upon his death or disability during the
Consulting Period.
(b)
Termination by the Company or the Bank .
The Company or the Bank may terminate Mr.
Robinson’s status as a consultant, with or without cause, at
any time. If, Mr. Robinson is terminated for Cause (as
defined in Section 5(e)(ii) of this Agreement), this Agreement will
terminate as of his termination date. If Mr. Robinson is
terminated by the Company or the Bank for reasons other than cause
prior to the end of the Consulting Period, this Agreement will
terminate and he will receive a lump sum cash payment equal to the
payments he would have received had the Agreement not been
terminated.
(c)
Termination by Mr. Robinson . Mr. Robinson may
terminate his status as a consultant at any time, for any
reason. In the event Mr. Robinson voluntarily terminates
his consulting engagement with the Bank and the Company, this
Agreement will terminate as of his termination date.
(d)
Notice of Termination . Any termination by the
Company, the Bank or by Mr. Robinson shall be communicated by
notice of termination to the other party hereto given in accordance
with Section 8(e) of this Agreement.
(e)
Definitions . For purposes of this
Agreement, the following terms are defined as follows:
(i)
“Disability” means that Mr. Robinson is unable
to provide consulting services to the Company and the Bank because
of a medically determinable physical or mental impairment that can
be expected to result in death or that can be expected to last for
a continuous period of at least 6 months as determined by the
Social Security Administration or a physician selected by the
Company or the Bank.
(ii)
“Cause” shall mean termination because of, in
the good faith determination of the Board of Directors of the
Company or the Bank, Mr. Robinson’s:
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Breach of
fiduciary duty involving personal profit;
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Intentional
failure to perform duties under this Agreement;
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Willful
violation of any law, rule or regulation (other than traffic
violations or similar offenses) that reflects adversely on the
reputation of the Bank or Company, any felony conviction, any
violation of law involving moral turpitude, or any violation of a
final cease-and-desist order; or
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Material breach
by Mr. Robinson of any provision of this Agreement.
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6.
INDEPENDENT CONTRACTOR . This Agreement calls for the
performance of services by Mr. Robinson as an independent
contractor, and Mr. Robinson will not be and will not be considered
an employee of the Company or the Bank for any purpose during the
Consulting Period. Accordingly, it is understood and
agreed that, during the Consulting Period, Mr. Robinson (a) has no
authority to act for, or bind the Company or the Bank by contract
or otherwise; (b) is not eligible to participate in any employment
benefit plan or program available to employees of the Company and
the Bank; (c) will be treated as an independent contractor for
purposes of the Federal Insurance Contributions Act, federal income
tax withholding, the Employee Retirement Income Security Act, state
unemployment or disability insurance laws, or other similar laws;
(d) shall work with, and take general direction from, the Chief
Executive Officer of the Company and the Bank; and (e) will perform
the services required under and pursuant to this Agreement in good
faith and with a view toward maintaining and enhan