EXHIBIT 4.3
CONSULTING
AGREEMENT
THIS CONSULTING AGREEMENT
(this “ Agreement ”), dated as of May 4, 2004,
is entered into by and between Citizens Financial Group, Inc.
(“ Buyer ”) and Charles D. Koch (the “
Consultant ”) to be effective upon the Effective Time
of the Merger contemplated by the Agreement and Plan of Merger (the
“ Merger Agreement ”) dated as of May 4, 2004
among Charter One Financial, Inc., a Delaware corporation (the
“ Company ”), Buyer, and Cardinal Acquisition
Corp., a Delaware corporation and a wholly owned Subsidiary of
Buyer (“ Merger Subsidiary ”). If the
Effective Time does not occur, this Agreement shall be void ab
initio and of no further force and effect. Capitalized terms
used but not defined herein shall have the meaning set forth in the
Merger Agreement.
WITNESSETH:
WHEREAS, the Consultant has
invaluable knowledge and expertise regarding the operations of the
Company;
WHEREAS, due to the
Consultant’s knowledge and expertise, Buyer wishes to have
the cooperation of, and access to, the Consultant following the
Effective Time; and
WHEREAS, Buyer and the
Consultant have mutually agreed that the Consultant shall serve as
an advisor to the Surviving Corporation (together with the Company
as hereinbefore defined, the “ Company ”) on the
terms and subject to the conditions hereinafter
specified.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Buyer and the Consultant hereby agree as
follows:
1.
Consulting Period . The Consultant shall render consulting
services, on the terms and conditions set forth in this Agreement,
for the period beginning at the Effective Time and ending upon the
third anniversary of the date (the “ Effective Date
”) on which the Effective Time occurs (the “
Consulting Period ”). Notwithstanding the foregoing,
subject to Section 3, nothing in this Agreement or otherwise
constitutes an express or implied promise of continued engagement
as a consultant, as a director or as any other service provider for
any period or at all and will not interfere in any way with the
rights of the Consultant, Buyer or any relevant Affiliated Entity
to terminate the Consultant’s services, with or without Cause
(as defined in Section 3).
2.
Consulting Services . During the Consulting Period, the
Consultant shall (a) provide general consulting services to the
Company with respect to the business of the Company and (b) make
himself reasonably available to the Company to consult on specific
projects for the Company with respect to such business, in each
case, as may be reasonably requested from time to time by the
Chairman and Chief Executive Officer of Buyer or his designee (the
“ Consulting Services ”). The Consulting
Services shall be performed at such place or places as shall be
mutually agreed upon by the Consultant and Buyer. In addition,
during the Consulting Period, the Consultant shall serve as a
member of the Board of Directors of The Royal Bank of
Scotland
Group
plc, Chairman of the
Company’s affiliated bank for the midwestern region of the
United States (to the extent it remains in existence) and Vice
Chairman of Buyer (the “ Board Services
”).
3.
Consideration . In consideration for agreeing to provide the
Consulting Services, during the Consulting Period, the Consultant
shall be paid an annual amount of $500,000.00 (the “
Consulting Fees ”), payable in equal monthly
installments commencing on the Effective Date and on the first day
of each month thereafter. In the event of the Consultant’s
death, permanent and total disability (as determined by a physician
selected by Buyer and reasonably acceptable to the Consultant or
his representative), voluntary termination or termination by Buyer
for Cause (as defined below), the obligation to pay the Consulting
Fees in respect of the months remaining in the Consulting Period as
of the date of any such event shall cease. In the event Buyer
terminates the Consultant’s services as a consultant other
than for Cause, the Consultant shall be paid the Consulting Fees
for the remainder of the Consulting Period in a lump sum within ten
business days of the date of termination in full satisfaction of
Buyer’s obligations under this Agreement (except for
Buyer’s obligations contained in the last sentence of Section
4). For purposes of this Agreement, “Cause” shall mean
the willful engaging by the Consultant in illegal conduct or gross
misconduct which is materially and demonstrably injurious to Buyer.
For the avoidance of doubt, the Consultant shall not be entitled to
any fees or retainers in respect of his Board Services.
4.
