Exhibit 10.22
EMPLOYMENT AGREEMENT
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This Employment Agreement (hereinafter sometimes the "Agreement") is
made this 13th day of June, 2007 by and between CARROLLTON BANK, Employer,
(hereinafter sometimes the "Bank"), a body corporate of the State of Maryland,
and XXXX X. XXXXXX of Baltimore County, State of Maryland (hereinafter sometimes
the "Employee").
INTRODUCTORY STATEMENT
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The 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 and
the Federal Deposit Insurance Corporation. The Employee has extensive experience
in the field of Electronic Banking and particularly in the field of Point of
Sale transactions. The Board of Directors (hereinafter sometimes the "Board") of
the Bank is fully familiar with Employee's knowledge of the business, ability to
lead or assist in leading the development and growth of that segment of the
Bank's operations and therefore has determined that it is in the best interest
of the Bank and its stockholders to reinforce and encourage the continued
attention and dedication of the Employee to the Bank by providing for the
continued employment of the Employee with 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 Senior Vice
President, Electronic Banking Department, 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, i.e. managing the ATM network, debit card services, the
internet and on-line banking services, and Point of Sale transactions, but with
particular emphasis on the development and expansion of the Bank's operation in
the field of processing Point of Sale transactions. The duties of employment
shall include such additional executive 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 Bank Management or 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 Effective Date of this Agreement shall be June 8, 2007.
The term of employment shall begin on the Effective Date and continue 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 an annual base salary at a rate of
One Hundred Two Thousand Eight Hundred Thirty-One Dollars ($102,831.00) 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.
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 shall receive
a bonus of Twenty-Five percent (25%) of his base salary provided the annual
Point of Sale revenue received by the Bank during the subject calendar year
exceeds One Million Dollars ($1,000,000.00).
4.3. Other Benefits. The Employee shall be entitled to participate
in all of the fringe 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 plan, medical and dental insurance plans, disability
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.
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
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years except as provided in the Employee Manual. The Employee shall take his
vacation at reasonable time or times taking into consideration the needs of the
Bank.
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.
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, 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 then Bank President. 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. While
it is understood that Employee may use the subject vehicle for his personal
purposes, it is expected that Employee will reimburse Bank for the cost of fuel
consumed for personal use when such use exceeds his normal and usual personal
usage. 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 the Electronic
Banking Department has achieved or exceeded the goals and objectives established
for that department for the subject year by the Bank's Compensation Committee,
Employee may receive stock option grants in amounts as determined by the
aforesaid Committee. Should stock option grants be made, they shall take into
account the affect on the Bank of accounting charges.
At the determination of the aforesaid 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.
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
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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.
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 thirty (30) days prior to the
effective date of such resignation/termination. All compensation and benefits,
to or for Employee, shall cease and terminate on the effective date of
resignation/termination.
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 dishonesty, incompetence, 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 offences) or
any final cease-and-desist order.
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 and, at the expiration of
said twenty-four (24) months, Employee shall receive for the next six (6)
consecutive months, sixty-five percent of the monthly salary being received at
the time of his termination. Normal deductions for withholding taxes, insurance,
etc. shall continue to be withheld by Bank for Employee's benefit.
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, annual bonus, or 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.
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6.3. Termination by a Succeeding Organization. During the term of
this Agreement, should Employee's employment be terminated without cause by a
succeeding organization, Employee shall receive a severance package consisting
of: (a) three years of his current base salary; and (b) continuation of all
medical and long-term disability insurance in amounts and subject to the
provisions in effect as of the date of sale. At the expiration of said three (3)
year term, Employee shall, for the next succeeding three (3) year period,
receive (a) sixty-five percent (65%) of the base salary received at the time of
sale; and (b) medical and long-term disability insurance in amounts and subject
to the provisions in effect as of the date of sale.
Should the successor Bank maintain a 401K Plan, Employee shall be
eligible to participate therein, subject to the terms of Successor's plan, for
the entire six (6) year period contemplated by this section.
Should the sale 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.
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 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: Xxxxxx X. Xxxxxxx, President
If to the Employee:
Xxxx X. Xxxxxx
0000 Xxxxxx Xxxx Xxx
Xxxxxxxxx, 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. 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
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Employee make personal use of any confidential information concerning the Bank's
business or about its customers, employees, or stockholders.
10. 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.
11. Other Regulatory Provisions.
11.1. 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.
11.2. 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.
11.3. 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 as of the date of default, but this Paragraph 11.3
shall not affect any vested rights of the parties hereto.
11.4. Contractual Obligations. All obligations under this Agreement
may be modified, 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.
12. Non-Compete. The parties hereto agree that the servicing of Point of
Sale transactions is not, in any way restricted to a given location, and that
Employee has received the benefits of this Agreement due to his ability to
solicit and service Point of Sale transactions; therefore, Employee agrees that,
for a period of one year, following the termination of his employment with Bank,
he will neither solicit the Point of Sale transactions nor service or assist in
servicing the Point of Sale transactions originated by any company whose Point
of Sale transactions were being handled by Bank at the time Employee's
employment terminated. However, the terms of this paragraph shall not apply if
Employee's employment is terminated pursuant to the provisions of paragraph 5.2.
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13. Training of Others. Because of the possibility of Employee's death or
disability during the term of this Agreement, Employee agrees to fully train
those persons designated by Bank in the "art" of soliciting and servicing Point
of Sale transactions and to fully train those persons designated by Bank in all
aspects of Electronic Banking.
14. 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.
CARROLLTON BANK
/S/Xxxxxxx Xxxxx /S/Xxxxxx X. Xxxxxxx
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Witness/Attest By: XXXXXX X. XXXXXXX,
President
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/S/Xxxx X. Xxxxxx /S/Xxxx X.Xxxxxx
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Witness XXXX X. XXXXXX
STATE OF MARYLAND, , TO WIT:
I HEREBY CERTIFY that, on this 14th day of June, 2007, the subscriber,
a Notary Public of the State of Maryland aforesaid, personally appeared XXXXXX
X. XXXXXXX, who acknowledged himself to be the President of CARROLLTON BANK, a
corporation, and that he, as such President, being authorized so to do, executed
the aforegoing instrument for the purposes therein contained, by signing, in my
presence, the name of the corporation by himself as such President.
IN WITNESS WHEREOF, I hereunto set my hand and Notarial Seal.
/S/Xxxxxxx Xxxxx
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Notary Public
My commission expires: August 17, 0000
XXXXX XX XXXXXXXX, TO WIT:
I HEREBY CERTIFY that, on this 14th day of June, 2007, before me, the
subscriber, a Notary Public of the State aforesaid, personally appeared XXXX X.
XXXXXX, known to me (or satisfactorily proven) to be the person whose name is
subscribed to the within instrument, and he acknowledged that he executed the
same for the purposes therein contained, and, in my presence, signed and sealed
the same.
IN WITNESS, I hereunto set my Hand and Notarial Seal.
/S/Xxxxxxx Xxxxx
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Notary Public
My commission expires: August 17, 2010
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