Exhibit 10.1
Restricted
Stock Unit Surrender Agreement
This
Restricted Stock Unit Surrender Agreement (the “Agreement”) between Xxxxxxxx X. Xxx (the “Grantee”)
and Bryn Mawr Bank Corporation (the “Corporation”) is entered into on December 27, 2021, to be effective as
of December 31, 2021 (the “Effective Date”).
| (a) | On
the following dates the Corporation granted time and performance vesting Restricted Stock
Units (the “RSUs”) to the Grantee, each pursuant to a Bryn Mawr Bank
Corporation Restricted Stock Unit Agreement for Executives (each, an “RSU Agreement”):
January 10, 2019, February 14, 2019, February 6, 2020 and February 11, 2021. |
| (b) | There
are 26,084 unvested RSUs still outstanding under all of the Grantee’s RSU Agreements
(the “Unvested RSUs”). |
| (c) | For
good and adequate consideration, including the Payment (described below), the receipt
and sufficiency of which is acknowledged by the parties, the Grantee now wishes to voluntarily
surrender and forfeit to the Corporation all of the Grantee’s Unvested RSUs. |
| 2. | Surrender,
Waiver, and Release. |
| (a) | The
Unvested RSUs are hereby surrendered and forfeited back to the Corporation by the Grantee
effective as of the Effective Date. |
| (b) | By
signing this Agreement below, the Grantee acknowledges and agrees that as of the Effective
Date, Grantee has no rights in or to the Unvested RSUs or to any other RSUs or equity
awards of the Corporation. |
| (c) | The
Grantee, on behalf of the Grantee and anyone claiming through the Grantee, hereby waives
all rights and releases all claims against (i) the Corporation and its successors, (ii)
all of the Corporation’s affiliates and their respective successors, and (iii)
officers, directors, employees and other service providers of the Corporation and its
affiliates and their respective successors ((i), (ii) and (iii), collectively, the “Released
Parties”), in each case, with respect to the Unvested RSUs. |
| 3. | Cancellation
Payment. As consideration for the surrender, waiver, and release described in Section
2, the Corporation will pay $1,379,029.70 (the “Payment”). The Payment
will be paid on or before December 31, 2021. |
| 4. | Advice
of Counsel. The Grantee is solely responsible for, and is hereby advised to seek
the advice of tax and legal counsel with respect to, the consequences to the Grantee
of the forfeiture and surrender of the Unvested RSUs. The Grantee is not relying on any
statements, advice, or representations by the Corporation or other Released Parties. |
| 5. | RSU
Agreements Remain in Effect. Except for the forfeiture and surrender of the Unvested
RSUs, the RSU Agreements remain in effect, and are not terminated by this Agreement.
For the avoidance of doubt, Grantee agrees that Grantee is not owed any amounts under
any RSU Agreement. |
| 6. | Amendment.
The terms of this Agreement may be amended only by a written instrument duly executed
by the Corporation and the Grantee. |
| 7. | Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the Corporation
and the Grantee and their respective heirs, executors, administrators, legal representatives,
successors and assigns. |
| 8. | Applicable
Law. This Agreement shall be construed and enforced in accordance with the laws of
the Commonwealth of Pennsylvania as interpreted by the courts of the Commonwealth of
Pennsylvania, notwithstanding any rules regarding conflicts or choice of law to the contrary. |
| 9. | Entire
Agreement. This Agreement constitutes the full and entire understanding and agreement
between the parties with respect to the forfeiture and surrender of the Unvested RSUs
and payment of the Payment, and supersedes all prior understandings and agreements relating
to the Unvested RSUs existing between the parties. |
| 10. | Counterparts.
This Agreement may be executed in counterparts, each of which will be considered an original,
but all of which together will constitute one agreement. Execution of a facsimile or
electronic copy will have the same force and effect as execution of an original, and
a facsimile or electronic signature will be deemed an original and valid signature. |
[Signature
Page Follows]
In witness whereof,
the parties hereto have entered into this Agreement, to be effective as of the Effective Date.
Grantee
| /s/
Xxxxxxxx X. Xxx |
|
| Xxxxxxxx X. Xxx |
|
| Bryn Mawr Bank Corporation |
|
| |
|
|
| By: |
/s/ Xxxxxxx
X. Xxxx |
|
| Name: Xxxxxxx X. Xxxx |
|
| Title: Chief Executive Officer |
|
