Exhibit 10.3
EMPLOYMENT AGREEMENT
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This Agreement, made as of the 17 day of June , 1999 by and between the
GRANDBANC, INC. (the "Company"), a Maryland corporation located at 0000
Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx 00000; The GRANDBANK (the "Bank"), a
commercial bank chartered under the laws of the State of Maryland with its main
office also at such address, and Xxxxxx X. Xxxxxxxxx, residing at 0000
Xxxxxxxxxx Xx., Xxxxxx, Xxxxxxxx 00000 (the "Employee").
WITNESSETH
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WHEREAS, the Company and the Bank each desire to employ the Employee as its
President and Chief Executive officer on the terms and conditions set forth in
this Agreement; and
WHEREAS, the Employee desires to become an employee of the Company and the
Bank upon such terms and conditions;
NOW THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, the Employee, the Company and the Bank each hereby agree as
follows:
1. Term of Employment. The Company and the Bank each agree to employ the
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Employee and Employee agrees to remain in the employment of the Company, in
accordance with the terms and provisions of this Agreement, for a one-year
period commencing on the date hereof (the "Effective Date"). On the anniversary
date of the Effective Date, the Employee's term of employment with the Bank and
the Company shall be extended for an additional one-year period, provided the
Board of Directors of the Bank and the Company, respectively, have determined by
duly adopted resolution that the performance of the Employee has met the
reasonable requirements of the respective Board of Directors and that this
Agreement shall be extended.
2. Nature of Employment. Employee shall be employed as President and Chief
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Executive Officer of the Company and the Bank. In such employment, Employee
shall have the responsibility and authority usual for chief executive officers
of corporations and banks, including responsibility and full authority for the
day-to-day operations and general management of the Company and the Bank and
shall have such other responsibility and authority which, consistent therewith,
are delegated to him by the respective Board of Directors. Such duties shall
include, but not be limited to, making recommendations to the Boards of
Directors of the Company and the Bank concerning the strategies, tactics, and
general operations of the Company and the Bank, promotion of the Company and the
Bank and their services, supervising other employees of the Company and the
Bank, managing the efforts of the Company and the Bank to comply with applicable
laws and regulations, and providing prompt and accurate reports to the Boards of
Directors of the Company and the Bank regarding the affairs and condition of the
Company and the Bank, respectively.
The Company agrees to nominate the Employee as a member of the Board of
Directors of the Company to serve during the term of this Agreement, including
any renewals, and to elect or appoint the Employee as a director of the Bank
during such term. The Employee agrees to accept such nominations, and to serve
as a member of the Boards of Directors of the Company and the Bank. Employee
also shall serve on the Executive Committee and any other committees of the
Boards of Directors of the Company and the Bank except as he and the respective
Board of Directors may agree or as required by law or regulation.
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3. Compensation. Employee shall be paid a base salary under this agreement in
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the amount of One Hundred Fifty Five Thousand Dollars and No Cents ($155,000)
per year, payable in arrears in equal semi-monthly installments on regular pay
days of the Bank. The base compensation shall be reviewed annually and may be
increased, but not decreased.
4. Bonus. The Employee shall be paid a bonus at the discretion of the
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Board.
5. Expenses. The Employee is hereby authorized to incur customary, ordinary and
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reasonable expenses for promoting the business of the Company and the Bank and
improving his professional status, including expenses for entertainment,
professional membership fees, club dues, and costs of attending meetings and
conventions, which the Employee incurs in his capacity as President and Chief
Executive Officer of the Company or the Bank and which are reasonably necessary
for the performance of his duties and responsibilities.
6. Car Allowances. Employee will be provided a monthly allowance of Seven
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Hundred Sixty Five Dollars and No Cents ($765.00), at his option to be used for
the lease of an auto of his choice or as a monthly allowance, plus expenses.
7. Vacation. Employee shall be entitled to five (5) weeks of vacation for the
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twelve month period beginning May 1, 1999, and for each successive twelve month
period. Vacation time for a twelve month period shall vest on the first day of
the period, i.e., May 1. Beginning with the Effective Date Employee must take
two (2) weeks consecutively, but cannot take more than two (2) weeks
consecutively without the prior approval of the respective Board of Directors.
Unused vacation will accrue.
8. Insurance. Employee shall receive and Company shall provide Employees' family
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with health insurance, major medical insurance, dental insurance, long term
disability insurance, and life insurance at two and one half times the Employee
Base Salary. The Employee will accrue two weeks per year of sick leave which
will be capped at ninety days.
9. Stock Options. Employee will be entitled to participate on the same basis as
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other employees in similar capacity at the discretion of the Board.
10. Termination, Change in Control. The Company may terminate this Agreement by
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providing the Employee with prior written notice of its decision to terminate
the Agreement and indicating the date on which the termination is effective, as
provided below.
(a) The Board of Directors of the Bank or the Company may, by written notice to
the Employee in the form and manner specified in this paragraph, immediately
terminate his employment with the Bank or the Company, respectively, at any
time, for Just Cause. The Employee shall have no right to receive compensation
or other benefits for any period after termination for Just Cause. Termination
for "Just Cause" shall mean termination because of, in the good faith
determination of the Company's or the Bank's Board of Directors, the Employee's
personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties, willful
violation of any law, rule or regulation (other this Agreement. Notwithstanding
the foregoing, the Employee shall not be deemed to have been terminated for Just
Cause unless there shall have been delivered to the Employee a copy of a
resolution duly adopted by the affirmative vote of not less than a majority of
the entire membership of the Board of Directors of the Bank or the Company at a
meeting of the Board called and held for the purpose (after reasonable notice to
the Employee and an opportunity for the Employee to be heard before the Board),
finding that in the good faith opinion of the Board the Employee was guilty of
conduct described above and specifying the particulars thereof.
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(b) Notwithstanding any provision herein to the contrary, if the Employee's
employment under this Agreement is terminated by the Company or the Bank (other
than by reason of death or disability) without the Employee' s prior written
consent and for a reason other than Just Cause, the Company, in full settlement
and discharge of its obligations under this Agreement, shall pay to the Employee
(i) any salary or other compensation to the Employee and reimbursement for
expenses accrued but unpaid as of the date of any termination, (ii) any accrued
vacation and sick time available but not yet taken, and (iii) an additional
amount equal to 2.0 times his annual salary at the rate in effect immediately
prior to the termination of his employment, plus continue to provide all
insurance benefits then in place during the two year period, not to be
considered additional salary. Said amounts shall be paid in equal monthly
amounts over the remaining term of the Agreement. In addition, the Option
Agreements entered in connection with the options granted pursuant to Section 9
of this Agreement will provide that, if the Employee is terminated for any
reason other than for Cause, Death or Disability, as defined in the Plan, the
Employee will become immediately vested in all stock options then outstanding
and shall have two (2) years to exercise any such unexercised options, subject
to the limitations upon exercise of stock options contained in the Plan.
(c) Notwithstanding any other provision of this Agreement to the contrary,
the Employee may voluntarily terminate his employment under this Agreement
within twelve (12) months following a change in control of the Bank or the
Company, and the Employee shall thereupon be entitled to receive the payment
described in paragraph 1 l(b) of this Agreement, upon the occurrence of any of
the following events, or within ninety (90) days thereafter, which have not been
consented to in advance by the Employee in writing: (i) the requirement that the
Employee move his personal residence, or perform his principal executive
functions, more than thirty-five (35) miles from his primary office as of the
effective date of this Agreement; (ii) a significant reduction in the Employee's
compensation and benefits provided for under this Agreement, taken as a whole,
immediately prior to or after such change in control; (iii) the assignment to
the Employee of duties and responsibilities substantially inconsistent with
those normally associated with his position described in Section 2; (iv) a
failure of the Employee to be elected or reelected to the Board of Directors of
the Bank or the Company; or (v) a material reduction in the Employee's
responsibilities or authority (including reporting responsibilities) in
connection with his employment with the Bank or the Company.
(d) In no event may the aggregate amount payable under this section in
connection with a change in control of the Company or the Bank equal or exceed
the difference between (i) the product of 2.99 times his "base amount" as
defined in Section 280G(b)(3) of the Code and regulations promulgated
thereunder, and (ii) the sum of any other parachute payments (as defined under
Section 280G(b)(2) of the Code) that the Employee receives on account of a
change in control. The term "control" for purposes of determining whether a
"change in control" has occurred for purposes of this section shall occur after
the Effective Date (w) upon the acquisition by any person of ownership, or power
to vote more than twenty-five percent (25%) of the Bank's or Company's voting
stock, (x) upon acquisition by any person of the control of the election of a
majority of the Bank's or Company's directors, (y) upon the exercise of a
controlling influence over the management or policies of the Bank or the Company
by any person or by persons acting as a group within the meaning of Section
13(d) of the Securities Exchange Act of 1934 (which imposes certain reporting
obligations upon such groups in certain circumstances), or (z) at such time
that, during any period of two (2) consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the Company or the
Bank (in either case, the "Company Board") (the "Continuing Directors") cease
for any reason to constitute at least two-thirds (2/3) of such board, provided
that any individual whose election or nomination for election as a member of the
Company Board was approved by a vote of at least two-thirds (2/3) of the
Continuing Directors then in office shall be considered a Continuing Director.
The term "person" means an individual (other than the Employee), corporation,
partnership, trust, association, joint venture, pool, syndicate, sole
proprietorship, unincorporated organization or any other form of entity not
specifically listed herein.
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(e) If the Employee is removed and/or permanently prohibited from participating
in the conduct of the Bank's affairs by an order issued under Sections 8(e)(4)
or 8(g)(1) of the Federal Deposit Insurance Act ("FDIA") (12 U.S.C. (S)(S)
1818(e)(4) and (g)(1)), all obligations of the Bank under this Agreement shall
terminate, as of the effective date of the order, but vested rights of the
parties shall not be affected. If the Bank is in default (as defined in Section
3(x)(1) of FDIA), all obligations of the Bank under this Agreement shall
terminate as of the date of default; however, this Paragraph shall not affect
the vested rights of the parties. If a notice served under Sections 8(e)(3) or
(g)(1) of the FDIA (12 U.S.C. (S)(S) 1818(e)(3) and (g)(1)) suspends and/or
temporarily prohibits the Employee from participating in the conduct of the
Bank's affairs, the Bank's obligations under this Agreement shall be suspended
as of the date of such service, unless stayed by appropriate proceedings. If the
charges in the notice are dismissed, the Bank may, in its discretion, (i) pay
the Employee all or part of the compensation withheld while its contract
obligations were suspended, and (ii) reinstate (in whole or in part) any of its
obligations which were suspended.
(f) In the event that any dispute arises between the Employee and the Bank or
the Company or the Bank as to the terms or interpretation of this Agreement,
including, without limitation, any action that the Employee takes to enforce the
terms of this Section 11 or to defend against any action taken by the Bank or
the Company, all Parties hereby agree to abide by and accept the final decision
of an arbitrator under the American Arbitration Rules as the ultimate resolution
of the complaint(s) for all events that arise out of this agreement. The Bank
and Company agree to pay all costs associated with such arbitration.
(g) Any payments made to the Employee pursuant to this Agreement are
subject to and conditioned upon their compliance with Section 18(k) of the FDIA
(12 U.S.C. (S) 1828 (k), relating to "golden parachute" and indemnification
payments and certain other benefits) and any regulations promulgated thereunder.
11. Modification. This Agreement cannot be changed, modified or discharged other
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than by an agreement in writing signed by both parties. The parties expressly
agree that the obligations of the Bank under this Agreement may be limited by
law and regulations of federal and state banking authorities, and agree to make
such amendments to this Agreement as they may jointly determine, with the advice
of legal counsel, are appropriate to reflect such limits.
12. Survival and Benefit. Except as otherwise herein expressly provided, this
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Agreement shall inure to the benefit of and be binding upon the Company and the
Bank, its successors and assigns, including, but not limited to, any corporation
which may acquire all, or substantially all, of the assets or business of the
Company or the Bank or with which the Company or the Bank may be consolidated or
merged. The parties hereto agree that the responsibility for the performance of
Employee's duties hereunder may not be delegated.
13. Severability. The invalidity or enforceability of any provision hereof shall
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in no way affect the validity or enforceability of any other provision.
14. Interpretation and Jurisdiction. Except to the extent preempted by Federal
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law, the laws of the State of Maryland shall govern this Agreement in all
respects, whether as to its validity, construction, capacity, performance or
otherwise.
15. Headings. The titles and headings that appear in this Agreement have been
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included for purposes of each of reference and shall not be considered in the
interpretation or construction of this Agreement.
16. Notices. All notices required by this Agreement shall be in writing and
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shall be sent be registered or certified mail to the respective parties at the
addresses shown, unless and until notice is given of a change of address.
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To the Company or the Bank:
GRANDBANC, Inc.
The GRANDBANK
0000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx Xxxxxx
Chairman of the Board
To the Employee:
Xxxxxx X. Xxxxxxxxx
0000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
17. Joint and Severally Liability. To the extent permitted by law, except as
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otherwise provided herein, the Company and the Bank shall be jointly and
severally liable for the payment of all amounts due under this Agreement.
18. No Mitigation. The Employee shall not be required to mitigate the amount of
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any payment provided for in this Agreement by seeking other employment or
otherwise and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to the Employee in any subsequent employment.
19. Entire Agreement. This Agreement constitutes the entire Agreement among the
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parties, and there are no other understandings, representations or warranties,
oral or written, relating to the subject matter hereof other than as expressly
provided herein.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first herein above written.
ATTEST: GRANDBANC, INC.
Secretary Its: CHAIRMAN
ATTEST:
THE GRANDBANK
Secretary
Its: CHAIRMAN
WITNESS: EMPLOYEE
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