Exhibit 10.23
EMPLOYMENT AGREEMENT
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This Employment Agreement (hereinafter sometimes the "Agreement") is made
this 1st day of August, 2007 by and between CARROLLTON BANCORP and CARROLLTON
BANK, Employers, (hereinafter sometimes jointly referred to as the "Bank"), body
corporates of the State of Maryland, and XXXXXX X. XXXXXXX of Xxxxxx County,
State of Maryland (hereinafter sometimes the "Employee").
INTRODUCTORY STATEMENT
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Carrollton Bancorp is a "holding company" which is the sole owner of the
capital stock of Carrollton Bank and Carrollton Bank is engaged in the business
of accepting deposits of money, paying and cashing checks, making loans, etc.,
all as more fully described in West's Maryland Law Encyclopedia, Volume 4,
Section Banks and Trust Companies, and in and by the Regulations of the
Commissioner of Financial Regulation of the State of Maryland and the Federal
Deposit Insurance Corporation. The Employee has extensive experience in the
field of banking and the Boards of Directors of the "holding company" and the
Bank (hereinafter sometimes the "Board") are fully familiar with Employee's
knowledge of the banking business, his ability to lead in the development and
growth of the Bank's operations and profits and in the expansion of the "holding
company" and the Bank and therefore have determined that it is in the best
interest of the Bank and the "holding company" and its stockholders to reinforce
and encourage the continued attention and dedication of the Employee to the
"holding company" and to the Bank by providing for the continued employment of
the Employee with the "holding company" and the Bank.
The Employee is willing to commit himself to serve the Bank on the terms
and conditions herein provided.
In order to effect the foregoing, the Bank and the Employee wish to enter
into an employment agreement on the terms and conditions set forth herein below.
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) paid each to the
other, receipt of which is hereby acknowledged and in consideration of the
respective covenants and agreements of the parties herein contained, and
intending to be legally bound hereby, the parties hereto agree as follows:
1. Employment. The Bank hereby employs the Employee as President and Chief
Executive Officer, and the Employee hereby accepts such employment in accordance
with the terms and conditions of this Agreement.
1.1. Assignability. This Agreement is purely personal to the parties
hereto, and neither party shall have the right to assign, transfer, pledge, or
otherwise affect any interest hereunder nor any of the monies called for herein.
2. Duties of Employee. Employee has, for several years past, been
engaged by Bank in the identical position herein described. It is contemplated
by this Agreement that Employee's duties shall be comparable to those presently
undertaken by Employee, which can generally be described as being responsible
for the day to day management of the Bank, carrying out the mission, strategy,
goals, and objectives established by the Board and in planning for the growth
and profitability of the Bank. The duties of employment shall include such
additional executive and managerial duties on behalf of the Bank and its
operations of a character in keeping with the Employee's position as may, from
time to time, be assigned to the Employee by the Board of Directors.
2.1. Best Efforts of Employee. Employee agrees that he will, at all
times, faithfully, industriously, and to the best of his ability, experience,
and talents perform all of the duties that may be required of and from him
pursuant to the express and implicit terms of this Agreement to the reasonable
satisfaction of Bank.
3. Term. The term of employment shall begin on the date first
hereinabove set forth, for a period of three years, unless this Agreement is
terminated by either party as herein provided.
4. Compensation.
4.1. Salary. During the period of the Employee's employment
hereunder, the Bank shall pay to the Employee a minimum annual base salary at a
rate of Two Hundred Twenty-Five Thousand Dollars ($225,000.00) or such rate as
may, from time to time, be determined by the Board, such salary to be paid in
substantially even installments, subject to customary payroll deductions, in
accordance with the normal payroll practices of the Bank. The Employee's salary
will be reviewed by the Bank's Compensation Committee at least annually.
Employee shall not receive additional compensation for services
rendered to the Bancorp. It is the intent of the parties hereto that all
compensation, benefits, and bonus, if any, shall be paid by Carrollton Bank.
Prior to any renewal or extension of the term of this Agreement,
salary adjustments shall be recommended to the Board by Bank's Compensation
Committee.
4.2. Bonus. So long as Employee is employed under the provisions of
this Agreement by Bank, at the end of each calendar year, Employee may receive a
cash bonus not to exceed forty percent (40%) of his base salary. The amount of
the bonus will be determined by Bank's Compensation Committee based upon
Employee having achieved or exceeded the defined goals and objectives
established for the subject year by the aforesaid committee and the Board of
Directors. It is agreed that the goals and objectives will focus on core profit,
earnings, strategic plan achievements and professional accomplishments.
4.3. Other Benefits. The Employee shall be entitled to participate
in all of the benefit plans and arrangements in effect on the date hereof in
which employees and Officers of the Bank participate, including group life
insurance and accident plans, medical and dental insurance plans, and short and
long term disability plans, defined benefit plan and 401K plan, provided,
however, that changes in such plans or arrangements may be made, including
termination of such plans or arrangements, if such changes occur pursuant to a
program applicable to all employees and Officers of the Bank and do not result
in a proportionately greater reduction in the rights of or benefits to the
Employee as compared with any other employee of the Bank. The Employee agrees to
cooperate in obtaining such benefits, including submitting to physical
examination and drug testing, if required to do so by insurance carriers and/or
the Board of Directors.
4.4. Expenses. During the term of the Employee's employment
hereunder, the Employee shall be entitled to receive prompt reimbursement for
all reasonable and customary expenses incurred by the Employee in performing
services hereunder, upon presentment of receipts for such expenses.
4.5 Vacations. Employee shall be entitled to an annual vacation
time, with full pay, in keeping with Bank policy as same shall from time to time
be amended. Vacation time must be taken during the calendar year in which it is
accrued and cannot be accumulated and carried over into succeeding calendar
years except when permitted by the Chairman of the Board. The Employee shall
take his vacation at reasonable time or times taking into consideration the
needs of the Bank. During the course of a calendar year, Employee must take a
vacation of two consecutive weeks, but no single vacation can be taken for a
period exceeding two consecutive weeks.
4.6. Sick Leave. Employee shall be entitled to sick leave in keeping
with Bank policy as same shall from time to time be amended. Days awarded under
said sick leave policy are not cumulative and may not be carried over into
succeeding calendars years except when permitted by the Chairman of the Board.
4.7. Automobile and Costs Associated Therewith. Commencing with the
effective date of this Agreement, Employee shall receive the use of a Bank-owned
car. During the life of this Agreement, subject to Employee being employed by
Bank and this Agreement being extended, on the third anniversary of the
effective date hereof, Employee shall receive the use of a new Bank-owned car.
The make and model of the Bank-owned car shall be as determined by the Employee,
subject to the approval of the Board. In addition thereto, Employee shall
receive a Bank-owned credit card for use in paying for fuel and oil for the
operation of the vehicle and necessary repairs to the vehicle. Bank shall, at
Bank's expense, obtain and maintain insurance covering the use of the vehicle.
Should Employee determine that, in his opinion, the amount and type of insurance
obtained by the Bank is inadequate, it shall be Employee's responsibility to
obtain, at his expense, any additional types or amounts of insurance.
It shall be the responsibility of Employee to maintain all records
appropriate to Internal Revenue rules and regulations pertaining to the use of
employer-owned vehicles and, should the use of the employer-owned vehicle result
in additional tax consequences to Employee, the tax shall be the responsibility
of Employee to pay.
4.8. Stock Options. During the term of this Agreement and subject to
the availability of stock for option usage and provided that, in the year for
which the grant is to be made, Bank has achieved the goals and objectives as set
forth in Paragraph 4.2 hereinabove, Employee may receive stock option grants as
determined by Bank's Compensation Committee. Should stock option grants be made,
they shall take into account the affect on Bank of accounting charges and they
shall take into consideration the amount and type of stock options granted to
presidents of peer banks in Maryland and adjacent states.
At the determination of the said Compensation Committee and in keeping
with the provisions of the next hereinabove paragraph, the Compensation
Committee may, in lieu of or in addition to, stock options determine to grant
stock appreciation rights, phantom stock, restricted stock, or similar grants.
4.9. Memberships. Bank will provide to Employee and pay the cost
(both initiation and annual) thereof of membership in the Center Club, Maryland
Banker's Association, and, at the determination of the Board, other professional
associations.
4.10. Master of Business Administration. Bank shall advance the cost of
tuition for Employee to obtain an MBA degree in Business Administration or a
course to enhance Employee's knowledge of Real Estate Practices. The course to
be given by either Xxxxx Xxxxxxx University or Loyola College in Baltimore.
Should Employee successfully complete the course within the normal time frame
for completion, the advancement shall be forgiven, otherwise Employee shall
reimburse Bank for funds advanced on his behalf.
4.11. Taxation. Under the provisions and regulations pertaining to
compensation promulgated by Federal and State taxing authorities as same now
exists or as same may be amended, Bank may be required to report some or all of
the proposed benefits as additional compensation to Employee, in which event,
the tax consequences shall be the responsibility of Employee.
5. Termination. The Employee's employment hereunder may be terminated
without any breach of this Agreement under the following circumstances:
5.1. Death. The Employee's employment hereunder shall terminate upon
his death.
5.2. Disability. If, as a result of the Employee's incapacity due to
physical or mental illness, the Employee shall have been absent from his duties
hereunder on a full-time basis for the entire period of six (6) months and
within thirty (30) days after written Notice of Termination is given (which
notice may be given before or after the end of the six month period) shall not
have returned to the performance of his duties hereunder on a full time basis,
the Bank may terminate the Employee's employment hereunder. Benefits, if any,
shall continue to be paid to Employee in keeping with the provisions of any
Disability Plan under which Employee was covered prior to his termination.
5.3. Voluntary Termination by the Employee. The Employee may
voluntarily resign or terminate his employment hereunder by transmitting a
written Notice of Termination to the Bank at least ninety (90) days prior to the
effective date of such resignation/termination. All compensation and benefits,
to or for Employee, shall continue for the ninety (90) day period and cease and
terminate on the effective date of resignation/termination. Employee agrees to
continue rendering his best efforts on behalf of the Bank during this ninety
(90) day period unless Bank requests him to cease at an earlier date, which
request will not interfere with Employee's continued compensation.
5.4. Termination for Cause. The Bank may terminate Employee's
employment with the Bank without triggering the provisions of Section 6, upon
discovery of Employee's fraud, dishonesty, moral turpitude, willful misconduct,
breach of fiduciary duty involving personal profit, intentional failure to
perform stated duties as herein set out or as determined by the Board, willful
violation of any law, rule, or regulation (other than traffic violations or
similar offenses) or any final cease-and-desist order or the taking of any
wrongful action which Employee knew or should have known would cause injury to
the Bank or its reputation or the breach of any provision of this Agreement.
Should Employee, under State or Federal law, be indicted or, by
information, be charged with the commission of a felony, Board may suspend, with
or without pay, Employee's services. Should Employee be convicted of the
commission of a felony, Board may terminate Employee's employment and the
termination shall be for cause.
5.5. Any termination of the Employee's employment (other than
termination pursuant to Section 5.1 hereof) shall be communicated by written
Notice of Termination to the other party as provided in Section 8 hereof.
5.6. Bank's Right to Terminate. Nothing in this Section 5 or
elsewhere in this Agreement shall be interpreted to limit the Bank's authority
to discharge Employee at any time with or without cause.
6. Compensation Upon Termination.
6.1. Termination Without Cause. Should Bank terminate Employee's
employment for any reason, other than the provisions of Section 5.4 hereof,
Employee shall continue, for the next succeeding twenty-four (24) calendar
months, to receive his then current monthly salary, provided Employee fully
complies with the provisions of Sections 9 and 13 hereof. Normal deductions for
withholding taxes, insurance, etc. shall continue to be withheld by Bank for
Employee's benefit. These payments shall be made monthly and shall not be paid
in a "lump sum".
In addition, Employee shall continue to participate in all plans in
which he participated at the time of termination on the same terms, basis, and
conditions set forth in Section 4.3 hereof.
6.2. Termination for Cause. Should Employee's employment terminate
pursuant to the provisions of Section 5.1, 5.2, 5.3, or 5.4 of this Agreement,
Employee shall not be entitled to any further compensation or benefits
(including, but not limited to insurance, except as may be provided in the
insurance plan, annual bonus, or annual stock option grant) beyond the "date of
termination." For purposes of this section, "date of termination" shall be the
date specified in the Notice of Termination or, if no date is specified, the
date on which the Notice of Termination is given or, as to Section 5.1, the date
of death.
6.3. Employee's Obligations Upon Termination. Upon termination, with
or without cause, Employee will promptly return to Bank all property owned by
the Bank which is in Employee's possession or control. This provision shall
include, but not be limited to, vehicles, keys, credit cards, debit cards, and
access cards.
6.4. Termination as a Result of Sale of Bank. During the term of
this Agreement, should Employee's employment be terminated within twelve months
after the closing date of the sale, merger or change of control of Bank or is
not offered substantially similar employment (defined below) by the acquiring
institution, Employee shall receive a severance package consisting of: (a)
thirty-six months of his then current base salary; and (b) continuation for a
period of eighteen months of all medical and long-term disability insurance in
amounts and subject to the provisions in effect as of the date of sale, merger
or change in control and for a period of six months thereafter, said insurance,
if available at the same cost, will be provided to Employee and, if not
available at the same cost, Bank shall pay to Employee monthly an amount of
money equal to the monthly premium paid by Bank for the insurance in the
eighteenth month after Employee's termination.
Any stock options not yet vested in Employee shall, upon sale, merger or
change in control of the Bank, immediately vest in Employee.
Further, at the option of Employee, Employee may acquire from the Bank,
the Bank-owned car which had been assigned to Employee at no cost to Employee
except for the costs associated with the transfer.
For the purposes of this Article 6 Section 6.4, the term "change in
control" shall mean either: (a) the acquisition by one or more persons, acting
in concert, of 51% or more of the issued capital stock of Carrollton Bancorp, or
(b) a majority of the Board of Directors of Carrollton Bancorp being elected
without having been nominated for election by Bancorp's nominating committee or
by majority vote for nomination for Bancorps Board of Directors.
Should the sale, merger or change in control of Bank be the result of
Regulatory action, State and/or Federal, the provisions of this section shall be
subject to modification by said Regulator.
Substantially Similar Employment shall mean a position at the surviving
or acquiring institution where Employee is provided: (i) a salary equal to or
better than the salary offered under this Agreement, (ii) benefits similar to or
better than the benefits offered hereunder, including health insurance, stock
options, retirement benefits, use of company vehicle, severance package, and
employment agreement; (iii) Employee's place of employment remains in the
Baltimore Metropolitan area; and (iv) Employee receives the title of authority
and responsibility of Executive Vice President or a higher position.
6.5. "Termination" shall mean that Employee is no longer employed by
Bank or a successor entity in any capacity.
7. Compensation During Disability. During any period that the Employee
fails to perform his duties hereunder as a result of incapacity due to physical
or mental illness, the Employee shall continue to receive or shall receive the
benefits of (as the case may be), all items described in Section 4 hereof at the
rate then in effect for such period until his employment is terminated pursuant
to Section 5.2 hereof, provided that payments so made to the Employee shall be
reduced by the sum of the amounts, if any, payable to the Employee under the
Bank's disability insurance, under worker's compensation insurance or under any
other insurance.
8. Notice. Whenever notice is required to be given under the provisions
of this Agreement, it shall be given in writing by hand-delivery or United
States registered or certified mail, return receipt requested, and shall be
deemed to have been transmitted on the date such notice is so delivered,
transmitted, or mailed, if addressed as follows:
If to the Bank:
Carrollton Bank
X.X. Xxx 00000
Xxxxxxxxx, XX 00000
Attention: Chairman of the Board, Carrollton Bank
If to the Employee:
Xxxxxx X. Xxxxxxx
0000 Xxxxxx Xxxx Xxxxx
Xxxxxxxx, XX 00000
or to such other address as either of the parties hereto, by written notice to
the other, may, from time to time, designate.
9. Confidential Information.
9.1 Employee agrees that any information received by the Employee during
his employment with Bank which concerns the personal, financial, or other
affairs of the Bank or any of its customers, employees or stockholders will be
treated by the Employee in full confidence and will not be revealed to any other
persons, firms, or organizations nor will Employee make personal use of any
confidential information concerning the Bank's business or about its customers,
employees, or stockholders.
9.2 Bank agrees that any information pertaining to Employee received by
the Bank during the course of Employee's employment by Bank will be treated by
Bank in full confidence and will not be revealed to any other persons, firms, or
organizations, nor will Bank make use of such confidential information.
10. Arbitration of Disputes. Any controversy or claim arising out of or
relating to this Agreement or the breach thereof shall be settled by arbitration
in accordance with the rules of the American Arbitration Association. Judgment
upon the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof.
However, in the event of non-compliance or violation, as the case
may be, of Section 9 and/or 13 hereof, the Bank may alternatively apply to a
court of competent jurisdiction for a temporary restraining order and/or such
other legal and equitable remedies as may be appropriate, since the Bank would
have no adequate remedy at law for such violation or non-compliance.
11. Other Employment. Employee, during the term of this Agreement, is
prohibited from accepting or undertaking any work or employment, with or without
compensation, from another employer without Bank's written consent. It is Bank's
intention that Employee devote all of Employee's work efforts toward the
development and improvement of the Bank's business. However, Employee may
undertake investment opportunities which do not conflict with his Bank duties
and responsibilities. Board determinations will be reasonable and prompt.
12. Other Regulatory Provisions.
12.1. Suspension. If Employee is suspended and/or temporarily
prohibited from participating in the conduct of the Bank's affairs by a notice
served under the provisions of the Federal Deposit Insurance Act, the Bank's
obligations under this Agreement shall be suspended, as of the date of service,
unless stayed by appropriate proceedings.
12.2. Removal. If Employee is removed and/or permanently prohibited
from participating in the conduct of Bank's affairs by an order issued under the
provisions of the Federal Deposit Insurance Act, all obligations of the Bank
under this Agreement shall terminate as of the effective date of the order, but
vested rights of the parties hereto shall not be affected.
12.3. Bank's Default. If the Bank is in default (as defined under
the provisions of the Federal Deposit Insurance Act), all obligations under this
Agreement may be modified or terminated as of the date of default, but this
Paragraph 12.3 shall not affect any vested rights of the parties hereto.
12.4. Contractual Obligations. All obligations under this Agreement
may be modified or terminated, except to the extent determined that continuation
of the Agreement is necessary for the continued operation of the Bank:
(i) by the Federal Deposit Insurance
Corporation or the Resolution Trust Corporation or its designee at the time it
enters into an agreement to provide assistance to or on behalf of the Bank under
the authority contained in the Federal Deposit Insurance Act; or
(ii) by the Board of Directors of the
Federal Deposit Insurance Corporation or the Resolution Trust or its designee at
the time that it approves a supervisory merger to resolve problems related to
the operation of the Bank or when the Bank is determined to be in an unsafe or
unsound condition.
Any rights of the parties hereto that
have already vested, however, shall not be affected by such
action.
13. Non-Compete. For a period of twenty-four (24) months following
termination without cause of his employment with Bank, Employee agrees that he
shall not solicit customers of the Bank for any purpose whatsoever and further,
within an area of thirty-five (35) miles from Bank's then main office, Employee
will not accept employment with a bank, thrift or credit union as a President,
Senior Vice President, Vice President, or in a managerial capacity. Should
Employee violate this Non-Compete provision, all termination compensation
provided in this Agreement shall immediately cease. The non-compete does not
apply, if the Bank is sold, merged, or change of control occurs.
14. Training of Others. Because of the possibility of Employee's death or
disability during the term of this Agreement, Employee agrees to develop a "plan
of succession" meeting with the Board's approval.
15. Miscellaneous.
a) No provisions of this Agreement may be modified, waived, or
discharged, unless such waiver, modification, or discharge is agreed to in
writing signed by the Employee and such officer of the Bank as may be
specifically designated by the Board.
b) No waiver by either party hereto at any time of any breach by the
other party hereto of or compliance with any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions as the same or at any prior or
subsequent time.
c) The validity, interpretation, construction, and performance of
this Agreement shall be governed by the laws of the State of Maryland without
regard to its conflicts of law provisions.
d) The invalidity or unenforceability of any provision or provisions
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement which shall remain in full force and effect.
e) This Agreement sets forth the entire agreement of the parties
hereto in respect of the subject matter contained herein and supersedes all
prior agreements, promises, covenants, arrangements, communications,
representations or warranties, whether oral or written, by any officer, employee
or representative of any party hereto; and any prior agreement of the parties
hereto in respect of the subject matter contained herein is hereby terminated
and canceled.
IN WITNESS WHEREOF, the parties have executed this Agreement under seal
as of the day and year first above written.
WITNESS/ATTEST: CARROLLTON BANCORP
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxx X. Xxxxxxxxxx
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XXXXX X. XXXXXX XXXXXX X. XXXXXXXXXX,
Chairman of the Board
CARROLLTON BANK
/s/ Xxxxxxx Xxxxx /s/ Xxxx Xxxx Xxxxxx
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XXXXXXX XXXXX XXXX XXXX XXXXXX
Chairman of the Board
/s/ Xxxxxxx Xxxxx /s/ Xxxxxx X. Xxxxxxx
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XXXXXXX XXXXX XXXXXX X. XXXXXXX
