Employment Agreement
Exhibit 10.10
This EMPLOYMENT AGREEMENT (“Agreement”) is made as of the 15th day of November, 2005 by
XXXXXX X. XXXXXXX AND COMPANY, INC., a Virginia corporation formerly known as Xxxxxx X. Xxxxxxx and
Company, Inc. (“Employer”), and XXXXXX X. XXXXXXX (“Employee”).
RECITALS
Employer is engaged in the business of operating an insurance agency.
On the date hereof, Employee has sold all of the outstanding shares of Employer to Alliance
Bank Corporation, the sole shareholder of Employer (the “Sale Transaction”). Employee has been
involved in the management of Employer as its sole owner, president and chief executive officer and
possesses managerial, sales and marketing and other experience, knowledge, skills and expertise in
such business.
The parties have mutually agreed upon the terms and conditions of Employee’s continued
employment by Employer as hereinafter set forth.
AGREEMENT
NOW, THEREFORE, the parties intending to be legally bound, agree as follows:
Section 1. Employment.
(a) Employee shall be employed as the President of Employer. He shall perform such services
for Employer as may reasonably be assigned to Employee from time to time by Employer’s board of
directors or its designee upon the terms and conditions hereinafter set forth.
(b) The parties acknowledge that the board of directors of Employer shall direct and oversee
the business affairs of Employer and that the relationship between Employer and Employee shall be
that of an employer and an employee. The board of directors shall have the sole authority to set
and establish the hours of operation of the business of Employer and to set and establish
reasonable work schedules and standards applicable to Employee.
(c) Employee and Employer acknowledge that Employer has engaged an employee leasing company to
provide certain human resources services to employees of Employer and that Employee is considered
an employee of such employee leasing company pursuant to the terms of the agreement between
Employer and such employee leasing company. In addition, Employee and Employer acknowledge that
Employee is an employee of Employer and that any termination or alteration of the arrangement
between Employer and the employee leasing company shall not alter either party’s rights or
obligations under this Agreement in any
manner. Nothing herein promised by Employer shall be duplicative of any obligations of the
employee leasing company to Employee.
Section 2. Term. The term of this Agreement shall continue until September 30, 2008
unless sooner terminated in the manner provided herein (the “Initial Term”). After the expiration
of the Initial Term, this Agreement shall be renewed automatically for successive additional terms
of one (1) year each unless either party gives the other notice of nonrenewal at least ninety (90)
days prior to the expiration of the then current term.
Section 3. Exclusive Service. Employee shall devote his best efforts and full time to
rendering services on behalf of Employer in furtherance of its best interests. Employee shall
comply with all policies, standards and regulations of Employer now or hereafter promulgated, and
shall perform his duties under this Agreement to the best of his abilities and in accordance with
standards of conduct applicable to senior executive officers of insurance agencies.
Section 4. Salary.
(a) As compensation while employed hereunder, Employee, during his faithful performance of
this Agreement, in whatever capacity rendered, shall receive an annual base salary of $150,000
payable on such terms and in such equal installments as Employer may reasonably establish, but in
no event less frequently than monthly. The board of directors, in its discretion, may increase
Employee’s base salary during the term of this Agreement, but in no event shall the annual base
salary be reduced.
(b) Employer shall withhold state and federal income taxes, social security taxes and such
other payroll deductions as may from time to time be required by law or agreed upon in writing by
Employee and Employer. Employer shall also withhold and remit to the proper party any amounts
agreed to in writing by Employer and Employee for participation in any corporate sponsored employee
benefit plans for which a contribution is required.
(c) Except as otherwise expressly set forth hereunder, no compensation shall be paid pursuant
to this Agreement in respect of any month or portion thereof subsequent to any termination of
Employee’s employment by Employer.
Section 5. Corporate Benefit Plans.
(a) Employee shall be entitled to participate in or become a participant in any employee
benefit plan maintained by Employer for which he is or will become eligible on such terms as the
board of directors may, in its discretion, establish, modify or otherwise change.
(b) Employer shall provide Employee with a disability insurance policy providing benefits
commensurate with other senior executive employees of Employer as amended by the board of directors
from time to time.
Section 6. Bonuses. Employee shall receive only such bonuses as the board of
directors, in its discretion, decides to pay to Employee.
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Section 7. Expense Account.
(a) Employer shall reimburse Employee for reasonable and customary business expenses incurred
in the conduct of Employer’s business. Such expenses will include business meals, out-of-town
lodging and travel expenses, and membership dues and costs to attend meetings and conventions of
business-appropriate organizations and associations. Employee agrees to timely submit records and
receipts of reimbursable items and shall comply with the reasonable rules and policies of Employer
regarding such reimbursement. Employer agrees to make prompt payment to Employee following receipt
and verification of such reports in accordance with Employer’s reasonable rules and policies in
respect of reimbursement of business expenses as in effect from time to time.
(b) During the term of this Agreement, Employer will provide Employee an allowance of $750 per
month for an automobile for personal and business use and will pay or reimburse Employee for all
maintenance, insurance, fuel and taxes on such automobile.
Section 8. Vacation and Sick Leave. Employee shall be entitled to twenty (20) days of
vacation per calendar year and such sick leave as the board of directors may from time to time
designate for full-time employees of Employer.
Section 9. Termination.
(a) Notwithstanding the termination of Employee’s employment pursuant to any provision of this
Agreement, the parties shall be required to carry out any provisions of this Agreement which
contemplate performance by them subsequent to such termination. In addition, no termination shall
affect any liability or other obligation of either party which shall have accrued prior to such
termination, including, but not limited to, any liability, loss or damage on account of breach of
this Agreement. No termination of employment shall terminate the obligation of Employer to make
payments of any benefits earned and accrued as of the date of termination of employment provided
hereunder or the obligations of Employee under Sections 10, 11 and 12.
(b) Notwithstanding the provisions in Section 2 above, Employee’s employment hereunder may be
terminated (i) by Employee upon thirty (30) days written notice to Employer or (ii) by mutual
agreement in writing at any time.
(c) This Agreement shall terminate upon the death of Employee; provided, however, that in such
event Employer shall pay to the estate of Employee the compensation including salary and accrued
bonus, if any, which otherwise would be payable to Employee through the end of the month in which
his death occurs.
(d) Employer may terminate Employee’s employment other than for “Cause”, as defined in Section
9(e), at any time upon written notice to Employee, which termination shall be effective
immediately. Employee may resign thirty (30) days after notice to Employer for “Good Reason.” In
the event the Employee’s employment terminates pursuant to this Section 9(d), Employee shall
receive a monthly amount equal to one-twelfth (1/12) his rate of annual base salary in effect
immediately preceding such termination (“Termination
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Compensation”) in each month for the greater of (i) twelve (12) months or (ii) the remainder
of the then current term of this Agreement. Payments of the Termination Compensation shall be made
at the times such payments would have been made in accordance with Section 4(a) if Employee’s
employment had not terminated. Notwithstanding anything in this Agreement to the contrary, if
Employee commits a material breach of Section 10 or 11 that is not promptly cured by Employee
following receipt of notice of such breach from Employer, Employee will not thereafter be entitled
to receive any further compensation or benefits of any nature or kind whether pursuant to this
Section 9(d) or otherwise. In addition, notwithstanding anything in this Agreement to the
contrary, Employer shall not be required to make payment of the Termination Compensation or any
portion thereof to the extent such payment is prohibited by the terms of the regulations presently
found at 12 C.F.R. part 359 or to the extent that any other governmental approval of the payment
required by law is not received.
For purposes of this Agreement, “Good Reason” shall mean:
(i) The assignment of duties to Employee by Employer which result in a significant reduction
in Employee’s authority or responsibility, without his express written consent;
(ii) The removal of Employee from his position as President;
(iii) A reduction by Employer of Employee’s annual base salary (which shall also constitute a
breach of Section 4(a) hereof; or
(iv) The failure of Employer to obtain the assumption of and agreement to perform this
Agreement by any successor as contemplated in Section 17 hereof.
(e) Employer shall have the right to terminate Employee’s employment under this Agreement at
any time for Cause, which termination shall be effective immediately. Termination for “Cause” shall
include termination for one or more of the following: Employee’s personal dishonesty involving the
business of Employer, incompetence, willful misconduct, breach of fiduciary duty, willful failure
to perform stated duties, willful violation of any law, rule or regulation (other than traffic
violations or similar offenses) or final cease-and-desist order, conviction of a felony or of a
misdemeanor involving moral turpitude, misappropriation of Employer’s assets or those of its
Affiliates or material breach of any other provision of this Agreement. In the event Employee’s
employment under this Agreement is terminated for Cause, Employee shall thereafter have no right to
receive compensation or other benefits under this Agreement.
(f) Employer may terminate Employee’s employment under this Agreement, after having
established the Employee’s disability by giving to Employee written notice of its intention to
terminate his employment for disability and his employment with Employer shall terminate effective
on the 90th day after receipt of such notice if within 90 days after such receipt Employee shall
fail to return to the full-time performance of the essential functions of his position (and if
Employee’s disability has been established pursuant to the definition of “disability” set forth
below). For purposes of this Agreement, “disability” means either (i) disability which after the
expiration of more than 13 consecutive weeks after its
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commencement is determined to be total and permanent by a physician selected and paid for by
Employer or its insurers, and acceptable to Employee or his legal representative, which consent
shall not be unreasonably withheld or (ii) disability as defined in the policy of disability
insurance maintained by Employer or its Affiliates with respect to or for the benefit of Employee,
whichever shall be more favorable to Employee. Notwithstanding any other provision of this
Agreement, Employer shall comply with all requirements of the Americans with Disabilities Act, 42
U.S.C. § 12101 et. seq.
(g) If Employee is suspended and/or temporarily prohibited from participating in the conduct
of Employer’s affairs by a notice served pursuant to the Federal Deposit Insurance Act, Employer’s
obligations under this Employment Agreement shall be suspended as of the date of service unless
stayed by appropriate proceedings. If the charges in the notice are dismissed, Employer may in its
discretion (i) pay 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.
(h) If Employee is removed and/or permanently prohibited from participating in the conduct of
Employer’s affairs by an order issued under the Federal Deposit Insurance Act or the Code of
Virginia, all obligations of Employer under this Agreement other than the obligation to pay any
earned and accrued benefits as of the date of the prohibition shall terminate as of the effective
date of the order, and the obligations of Employee hereunder pursuant to Sections 10 and 11 shall
not be affected.
(i) (1) If Employee’s employment is terminated by Employer without Cause within one year after
a Change of Control shall have occurred of if he resigns for Good Reason within one year after a
Change in Control shall have occurred, then on or before Employee’s last day of employment with
Employer, Employer shall pay to Employee as compensation for services rendered to Employer and its
Affiliates a cash amount (subject to any applicable payroll or other taxes required to be withheld)
equal to eighteen (18) month’s base salary; provided, however, that Employer may pay said amounts
in equal monthly installments over the eighteen (18) months succeeding the date of termination,
payable on the first day of each such month.
(2) For purposes of this Agreement, a Change of Control occurs, if, after the date of this
Agreement, (i) any person, including a “group” as defined in Section 13(d)(3) of the Securities
Exchange Act of 1934, becomes the owner or beneficial owner of Employer securities have 50% or more
of the combined voting power of the then outstanding Employer securities that may be cast for the
election of Employer’s directors other than a result of an issuance of securities initiated by
Employer, or open market purchases approved by the board of directors, as long as the majority of
the board of directors approving the purchases is a majority at the time the purchases are made; or
(ii) as the direct or indirect result of, or in connection with, a tender or exchange offer, a
merger or other business combination, a sale of assets, a contested election of directors, or any
combination of these events, the persons who were directors of Employer before such events cease to
constitute a majority of Employer’s Board or any successor’s board, within two years of the last of
such transactions; provided however, that it shall not be a “Change of Control” if, as a result of
any of the transactions described above, the voting securities or all or substantially all of the
assets of Employer are
transferred to or otherwise are held by any Affiliate of Alliance Bank Corporation. For
purposes of this Agreement, a Change of Control occurs on the date on which an event described in
(i) (ii) occurs. If a Change of Control occurs on account of a series of transactions or events,
the Change of Control occurs on the date of the last of such transactions or events.
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Section 10. Negative Covenants. Employee covenants and agrees that, in consideration
of the covenants and agreements of Employer herein and the consideration to be received by Employee
as an employee and pursuant to the Sale Transaction, he shall not (a) during the period of his
employment with Employer, and (b)(i) for a period of three (3) years thereafter, or (ii)
notwithstanding clause (b)(i), if and only if Employee’s employment is terminated pursuant to
Section 9(i) above, for a period of one (1) year thereafter (the “Non-Compete Period”), either for
his account or as an agent, partner, manager or other representative of any person or entity,
directly or indirectly, through one or more intermediaries, except on behalf of Employer in the
ordinary course of his employment with Employer or its successors or assigns, sell to, provide
products or services to, solicit or accept any risk management, insurance or bond business or
engagement or any substantially similar business or engagement from any of the “Customers of the
Company”. As used herein, “Customers of Employer” includes all persons and entities to whom
Employer has sold an insurance policy or product or a bond or risk management product of any type
or nature that is in effect on the date hereof or hereafter during employee’s employment with
Employer and any other person or entity to whom Employer has made a written proposal to provide any
of the above, within the eighteen (18) month period preceding the date of cessation for any reason
of Employee’s employment with Employer.
(a) Employee hereby covenants and agrees that he shall not during the Non-Compete Period,
except on behalf of Employer in the ordinary course of his employment with Employer or its
successors or assigns:
(i) Use or permit others to use, disclose or divulge to others or copy or reproduce any data
or information relating to Employer or its Affiliates or otherwise used in the business of any of
them (including, without limitation, intellectual property, customer lists, sales records, bids,
proposals, contracts, business systems and procedures, financial records and information relating
to the businesses and operations of customers of Employer), whether in written or unwritten form or
in a form produced or stored by any magnetic, electrical or mechanical means or process, other than
data or information published or disclosed other than by Employee or which is readily available
from public or trade sources.
(ii) Either for his account or as an agent, partner, manager, or other representative of any
person or entity, directly or indirectly, through one or more intermediaries: (A) engage in
competition anywhere within Washington, DC MSA (as more particularly described on Exhibit
10(a)(ii)) (the “Restricted Territory”) with the operation of Employer or its successors or assigns
of the business of an insurance agency, including, without limitation, marketing and sales of risk
management, insurance and bond products and services, policies and other substantially similar
agreements (collectively, the “Business”); or (B) own, manage, operate, control or participate in
the ownership (other than as the owner of equity securities representing two percent (2%) or less
of the outstanding equity securities of any entity, the equity securities of which are publicly
held or traded), management, operation, membership or control of any person or entity that competes
with Employer in the Business or provides or offers to
provide to any person or entity products or services provided by Employer in the Business or
products or services substantially similar to those provided by Employer in the Business, anywhere
in the Restricted Territory.
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Section 11. Assignment of Intellectual Property. (a) Employer has and will retain
sole and exclusive ownership of all of the “Intellectual Property” (defined below) and all of the
“Work Product” (defined below). Employee hereby disclaims any and all rights and interests in and
to the Intellectual Property and the Work Product, and he hereby unconditionally and irrevocably
assigns and transfers to Employer all right, title and interest Employee currently has or in the
future may have, by operation of law or otherwise, in or to the Intellectual Property or the Work
Product, including, without limitation, any patents, copyrights, trademarks, servicemarks and other
intellectual property rights relating thereto.
(b) Employee agrees that he will not take any actions inconsistent with Employer’s sole and
exclusive ownership of the Intellectual Property and the Work Product. Employee further agrees
that, upon request of Employer and at Employer’s expense, he will execute, deliver, file and record
all further instruments and documents (including, without limitation, registrations and assignments
of copyrights, trademarks, patents and other intellectual property rights), and take all further
action, as Employer deems necessary or prudent in order to insure that Employer has full ownership
of and full and exclusive rights to the Intellectual Property and the Work Product. Employee
hereby irrevocably appoints Employer as his attorney-in-fact, with full power of substitution, to
execute any and all such instruments and documents for Employee and in Employee’s name and on
Employee’s behalf.
(c) Employee agrees that he has disclosed or will disclose all Work Product to the appropriate
Employer supervisor. Employee further agrees that the Work Product is subject to the
confidentiality provisions of this Agreement set forth above.
(d) “Intellectual Property” means any and all computer software, programs and applications
(including applicable object codes and source codes), inventions, copyrights, copyright
applications, patents, patent rights and licenses, patent applications, trademarks, trademark
rights, trade names, trade name rights, servicemarks, servicemark rights, trade secrets, domain
names, developments, methods, processes, ideas, works, concepts, know-how and other intellectual
property now or hereafter owned by or licensed to Employer.
(e) “Work Product” means all work product, property, data, documentation, know-how, concepts,
plans, inventions, improvements, techniques, processes, information and other Intellectual Property
used or useful in or relating to any business or part thereof of Employer developed, created,
conceived or reduced to practice by Employee, whether alone or in cooperation with others, during
the period Employee has been and hereafter is employed by Employer, its parent or any of its
subsidiaries or affiliates. The term “Work Product” does not include any preexisting intellectual
property disclosed by Employee on Schedule 11 attached hereto.
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Section 12. Injunctive Relief, Damages, Etc.
(a) Each of the covenants and agreements of Employee set forth in the foregoing Sections 10
and 11 shall be deemed to be and construed as a covenant and agreement independent of any other
provision of this Agreement, and the existence of any claim or cause of action by Employee against
Employer or any of its Affiliates shall not constitute a defense to the enforcement of any such
covenant or agreement. Employee hereby acknowledges and agrees that Employer will sustain
irreparable injury in the event of a breach or threatened breach by him of any of the covenants and
agreements set forth in Section 10 or Section 11 and that Employer does not and will not have an
adequate remedy at law for such breach or threatened breach. Accordingly, Employee hereby consents
and agrees that if he breaches or threatens to breach any such covenant or agreement, Buyer shall
be entitled to immediate injunctive relief and to specific performance and that he shall not assert
in any proceeding instituted against him by Employer the defense or claim that Employer has an
adequate remedy at law or that an adequate remedy at law exists. The foregoing shall not, however,
be deemed to limit the remedies of Employer at law or in equity for any such breach or threatened
breach.
(b) Employee, by his signature hereto, acknowledges: (i) that his covenants and agreements in
Sections 10 and 11 are reasonably necessary for the protection of Employer’s legitimate business
interests; (ii) that these covenants and agreements pose no undue hardship on Employee and are
reasonably limited as to duration and scope; and (iii) that these covenants and agreements are in
addition to any covenants or agreements Employee may make in any agreements executed or to be
executed by Employee in connection with the Sale Transaction. Further, the covenants contained in
Sections 10 and 11 shall be presumed to be enforceable, and any reading causing unenforceability
shall yield to a construction permitting enforcement. If any provision, term, phrase, or word in
such covenants shall be found unenforceable, it shall be severed and the remaining covenants
enforced in accordance with the tenor of such Sections to the greatest extent permitted by law. In
the event a court should determine not to enforce such a covenant as written due to overbreadth,
the parties specifically agree that the court shall enforce the covenant to the extent reasonable
as determined by the court, whether said revision be in time, territory, or scope of prohibited
activities.
Section 13. Governing Law. This Employment Agreement shall be subject to and
construed in accordance with the laws of the Commonwealth of Virginia, without giving effect to its
principles of conflict of laws.
Section 14. Notices. All notices, consents, waivers and other communications under
this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by
hand (with written confirmation of receipt), (b) sent by telecopier (with written confirmation of
receipt), provided that a copy is mailed by registered mail, return receipt requested, or (c) when
received by the addressee, if sent by a nationally recognized overnight delivery service, in each
case to the appropriate addresses and/or telecopier numbers set forth below (or to such other
address and/or telecopier numbers as a party may designate by notice to the other parties in the
manner provided in this Section):
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Employee:
Xxxxxx X. Xxxxxxx
000 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Facsimile No.:
000 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Facsimile No.:
Employer:
Alliance Bank Corporation
Suite 350
00000 Xxxx Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxx X. Xxxxxxxxx, Xx.
Suite 350
00000 Xxxx Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Xxxx X. Xxxxxxxxx, Xx.
Section 15. Waiver. The rights and remedies of the parties to this Agreement are
cumulative and not alternative. Neither the failure nor any delay by any party in exercising any
right, power, or privilege under this Agreement will operate as a waiver of such right, power or
privilege, and no single or partial exercise of any such right, power or privilege will preclude
any other or further exercise of such right, power or privilege or the exercise of any other right,
power or privilege. To the maximum extent permitted by applicable law, (a) no claim or right
arising out of this Agreement can be discharged by one party, in whole or in part, by a waiver or
renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that
is given by a party will be applicable except in the specific instance for which it is given; and
(c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such
party or of the right of the party giving such notice or demand to take further action without
notice or demand as provided in this Agreement.
Section 16. Entire Agreement and Modification. This Agreement supersedes all prior
agreements between the parties with respect to its subject matter, and constitutes a complete and
exclusive statement of the terms of the agreement between the parties with respect to its subject
matter. This Agreement may not be amended except by a written agreement executed by the parties
hereto.
Section 17. Assignments, Successors, and No Third-Party Rights. Neither this
Agreement nor any interest herein may be assigned by Employee. Employer may assign this Agreement
and any interest herein, including but not limited to the restrictive covenants and other
provisions of Sections 10 and 11, to any entity which acquires all or substantially all of the
assets of Employer. Upon assignment of this Agreement by the Company pursuant to the preceding
sentence, Employee acknowledges and agrees that he shall continue to be bound by this Agreement.
Subject to the preceding provisions of this Section 17, this Agreement will apply to, be binding in
all respects upon, and inure to the benefit of the heirs, successors, personal representatives and
permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be
construed to give any Person other than the parties to this Agreement any
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legal or equitable right, remedy or claim under or with respect to this Agreement or any
provision of this Agreement. This Agreement and all of its provisions and conditions are for the
sole and exclusive benefit of the parties to this Agreement and their heirs, successors, personal
representatives and permitted assigns.
Section 18. Severability. If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will
remain in full force and effect. Any provision of this Agreement that is held invalid or
unenforceable only in part or degree or in a particular circumstance will remain in full force and
effect to the extent not held invalid or unenforceable and in all other circumstances.
Section 19. Section Headings, Construction. The headings of Sections in this
Agreement are provided for convenience only and will not affect its construction or interpretation.
Except as otherwise expressly set forth herein, all references to “Section” or “Sections” refer to
the corresponding Section or Sections of this Agreement. All words used in this Agreement will be
construed to be of such gender or number as the circumstances require. Unless otherwise expressly
provided, the word “including” does not limit the preceding words or terms.
Section 20. Counterparts. This Agreement may be executed in one or more counterparts,
each of which will be deemed to be an original but all of which, when taken together, will be
deemed to constitute one agreement.
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IN WITNESS WHEREOF, Employee has executed this Agreement and Employer has caused this
Agreement to be executed by its duly authorized officer, all as of the date first above written.
| XXXXXX X. XXXXXXX AND COMPANY, INC. | ||||||||
| By: | /s/ Xxxxxx X. Xxxxxxx
|
|||||||
| President | ||||||||
ATTEST: |
||||||||
| /s/ Xxxxx X. Xxxxxxxx | EMPLOYEE | |||||||
| /s/ Xxxxxx X. Xxxxxxx
|
||||||||
ATTEST:
/s/ Xxxxx X. Xxxxxxxx
|
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Exhibit 10(a)(ii)
Restricted Territory
Washington, DC-MD-VA-WV PMSA, including the following:
Alexandria City, VA
Arlington County, VA
Berkeley County, WV
Xxxxxxx County, MD
Xxxxxxx County, MD
Xxxxxx County, VA
Culpeper County, VA
District of Columbia
Fairfax County, VA
Xxxxxxx Xxxx, XX
Xxxxx Xxxxxx Xxxx, XX
Fauquier County, VA
Xxxxxxxxx County, MD
Fredericksburg City, VA
Jefferson County, WV
King Xxxxxx County, VA
Loudoun County, VA
Manassas Park City, VA
Manassas City, VA
Xxxxxxxxxx County, MD
Prince George’s County, MD
Prince Xxxxxxx County, VA
Spotsylvania County, VA
Xxxxxxxx County, VA
Xxxxxx County, VA
Arlington County, VA
Berkeley County, WV
Xxxxxxx County, MD
Xxxxxxx County, MD
Xxxxxx County, VA
Culpeper County, VA
District of Columbia
Fairfax County, VA
Xxxxxxx Xxxx, XX
Xxxxx Xxxxxx Xxxx, XX
Fauquier County, VA
Xxxxxxxxx County, MD
Fredericksburg City, VA
Jefferson County, WV
King Xxxxxx County, VA
Loudoun County, VA
Manassas Park City, VA
Manassas City, VA
Xxxxxxxxxx County, MD
Prince George’s County, MD
Prince Xxxxxxx County, VA
Spotsylvania County, VA
Xxxxxxxx County, VA
Xxxxxx County, VA
