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CONSULTING AGREEMENT

Consulting Services Agreement

CONSULTING AGREEMENT | Document Parties: FEDFIRST FINANCIAL CORPORATION | FIRST FEDERAL SAVINGS BANK You are currently viewing:
This Consulting Services Agreement involves

FEDFIRST FINANCIAL CORPORATION | FIRST FEDERAL SAVINGS BANK

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Title: CONSULTING AGREEMENT
Date: 8/13/2009
Industry: SandLs/Savings Banks     Sector: Financial

CONSULTING AGREEMENT, Parties: fedfirst financial corporation , first federal savings bank
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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:

 

 

(1)

Personal dishonesty;

 

 

(2)

Incompetence;

 

 

(3)

Willful misconduct;

 

 

(4)

Breach of fiduciary duty involving personal profit;

 

 

(5)

Intentional failure to perform duties under this Agreement;

 

 

(6)

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

 

 

(7)

Material breach by Mr. Robinson of any provision of this Agreement.

 

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


 
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