LAWRENCE B. SEIDMAN
Ivy Corporate Park
100 Misty Lane, 1st Floor
Parsippany, NJ 07054
(973) 952-0405
(973) 781-0876 Fax
December 29, 2009
Dear David Brownlee:
The following are the terms and conditions in reference to the investment account for the purchase of publicly traded bank and thrift stocks. This agreement supersedes all prior agreements:
1. A brokerage account will be opened at JPMorgan Clearing Corp. in the name of Contrarian Hedged Equity, LP. Contrarian Hedged Equity, LP shall commit to fund the account with no less than $3,000,000 by no later than 30 days after a capital call request. An initial contribution equal to the value of Contrarian Hedged Equity, LP’s investment in Seidman Investment Partnership II, LP on December 31, 2009 will be transferred as initial funding. Approximately transfer value is $2,020,600.
2. The account will be a discretionary account with Lawrence Seidman having a revocable Power of Attorney to buy and sell stock, issue checks, in said account, provided all funds deposited into the account are for Contrarian Hedged Equity, LP and all stock purchased in the account is in the name of Contrarian Hedged Equity, LP, and all funds disbursed are for the account of Contrarian Hedged Equity, LP.
3. Shares of publicly traded bank and thrift stocks will principally be purchased for the account.
4. Contrarian Hedged Equity, LP shall have the right to terminate the relationship and receive a return on the initial capital, at the earlier of written notification by LCM Global Partners, LLC that it is closing Contrarian Hedged Equity, LP and redeeming all of its investments in the fund, or two years and one month from the date the respective capital contribution is invested by Contrarian Hedged Equity, LP or in the event of a breach by Lawrence Seidman of this Agreement. In addition, initial capital contributed through a transfer from Seidman Investment Partnership II, LP (as de scribed in Section 1 above) on December 31, 2009 shall not be subject to a lock up period and may be redeemed at any time.
5. Upon such termination, my discretion shall be terminated automatically.
6. My compensation shall be 1/4 of 1% of the value of the assets in the account computed as of the last day of each calendar quarter. An incentive fee will be paid me equal to 20% of the net profits earned in the account as of the termination date whether same shall be the two year and one month anniversary date or later if agreed to between the parties. Partial distribution shall be permitted of the 20% incentive fee after the initial two year and one month period. 100% of all funds shall go to Contrarian Hedged Equity, LP until 100% of the capital is returned, and then the division shall be 80% to Contrarian Hedged Equity, LP and 20% to Veteri Place Corporatio n.
7. Net profits shall be defined to be the amount earned in the account including capital appreciation, dividends and interest.
8. I shall have the sole right to vote the shares in the account until termination of my Power of Attorney.
Exhibit A
9. In the event any portion of this agreement is not in compliance with law, then Contrarian Hedged Equity, LP shall have the sole right to terminate this letter, and an accounting shall be done based upon the above quoted administrative fee and profit participation to the date of the termination.
10. This Agreement shall be effective as of January 1, 2010.
Very truly yours,
/ss/ LAWRENCE B. SEIDMAN
AGREED AND ACCEPTED:
By: /ss/ David Brownlee