Exhibit 10 W
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Executive Employment Agreement
with Xxxxxxx Xxxxxx-Xxxxx
Exhibit 10 W
EXECUTIVE EMPLOYMENT AGREEMENT
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THIS EXECUTIVE EMPLOYMENT AGREEMENT, effective on the 1/st/ day of
February, 2002, by and between Mercantile Bankshares Corporation ("Mercshares")
and Mercantile-Safe Deposit and Trust Company ("Merc-Safe"), both corporations
of the State of Maryland, Two Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000,
hereinafter collectively referred to as "Employer," and Xxxxxxx Xxxxxx-Xxxxx,
hereinafter referred to as "Executive."
WHEREAS, Employer is engaged in the banking, trust and investment
management business, and Executive has special skills and talents in that
business; and
WHEREAS, Employer has employed Executive on the terms provided herein,
and Executive, in turn, has accepted full-time employment with Employer
according to such terms.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, the parties do hereby agree as follows:
1. Offices of Executive. Executive will serve as Chairman,
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Investment and Wealth Management of Mercshares and Merc-Safe. This office may be
changed during the term of this Agreement by mutual consent of the parties.
Mercshares, as the sole stockholder of Merc-Safe, has elected Executive as a
Director of Merc-Safe and will continue him as a Director of Merc-Safe
throughout the period of his employment under this Agreement. Executive has been
duly appointed a Director of Mercshares by its Board of Directors and will be
nominated for election and re-election as a Director of Mercshares by its
stockholders as and when required to continue him as a Director of Mercshares
throughout period of his employment under this Agreement.
2. Term. The term of this Agreement shall begin on February 1, 2002,
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and shall terminate on February 1, 2006; provided that the termination date
shall be extended (but not beyond Executive's retirement date) for one
additional year on February 1, 2006 and on February 1 of each succeeding year,
unless either Employer or Executive on or before the immediately preceding
December 31 declines such an extension by written notice to the other party.
3. Compensation. Executive shall be paid a base annual salary as
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determined by the Board of Directors of Merc-Safe from time to time, at a rate
of not less than $775,000 per calendar year, subject to withholding for
appropriate items. In no year shall his base salary be less than in the
preceding year. Executive shall be eligible for such annual bonus amounts as the
Board of Directors of Merc-Safe may in its discretion award, up to $775,000 per
year. Recommendations as to salary and bonus will be made to the Board of
Directors by the Board's Committee on Executive Compensation, Promotion and
Retirement.
4. Other Benefits. Executive shall be entitled to participate in,
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and to receive benefits under, any long-term incentive plan, deferred
compensation plan, qualified retirement plan, profit sharing plan, savings plan,
equity option plan, group life, disability, sickness, accident and health
programs, or any other benefit plan or arrangement made available by Employer to
its executives generally (other than the Mercshares Annual Incentive
Compensation Plan), subject to and on a basis consistent with the terms,
conditions and overall administration of each such plan or arrangement. In
addition, Executive shall be entitled to participate in a supplemental executive
retirement plan, under a Supplemental Retirement Agreement among Executive,
Mercshares and Merc-Safe, and to certain benefits under an Executive Severance
Agreement among Executive, Mercshares and Merc-Safe dated February 1, 2002 (as
such agreements may be amended from time to time). Employer shall supplement
long-term disability payments to Executive in an amount equal to the percentage
of benefit then paid under Employer's long-term disability income plan times the
difference between the then maximum annual base salary on which benefits are
paid under that plan and the actual annual base salary then paid to Executive.
Executive shall be granted 50,000 restricted shares of common stock of
Mercshares under the 1999 Omnibus Stock Plan.
5. Expenses. Employer shall reimburse Executive for all reasonable
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expenses incurred by Executive in connection with the business of the Employer,
including expenses for entertainment (and any club memberships approved by the
chief executive officer of Mercshares), travel and similar items, and will
provide Executive, without charge, with the use of an automobile for business
purposes, in accordance with Employer policy. Executive shall submit to Employer
substantiation for reimbursable expenses. Employer shall reimburse Executive for
reasonable moving expenses incurred in moving Executive's immediate family to
the Baltimore area.
6. Vacation. Executive shall be entitled to a minimum of four weeks
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vacation each year.
7. Scope of Employment. Executive shall perform the duties of
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Chairman, Investment and Wealth Management of Mercshares and Merc-Safe and
associated services for affiliates as defined by Employer. The duties will
include the executive leadership of the Investment Management and Trust Division
of Merc-Safe, or any designated successor division. Executive agrees to serve
with undivided loyalty to Employer and to devote all of his working time and
efforts in performance of such duties, except for attention to personal
investments, participation in family business enterprises, outside
directorships, and public service commitments, provided that none of the
foregoing shall unreasonably interfere with his principal employment. Employer
shall provide Executive with suitable office, secretarial and other support
assistance appropriate to his position.
8. Early Termination. This Agreement shall terminate prior to its
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specified expiration, as may be extended from time to time, on the occurrence of
the death of Executive, or termination by the Employer for good cause. For
purposes of this Agreement, good cause shall be limited to proven or admitted
fraud or material illegal
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acts by Executive or a breach of any of Executive's covenants of undivided
loyalty to and the performance of duties for Employer, as set out in Section 7
of this Agreement. In addition, if Executive is unable to perform his duties of
office by reason of illness or incapacity for a period of more than one hundred
eighty (180) consecutive days, Employer shall be entitled to remove Executive
from some or any of his offices; provided that Employer shall restore Executive
to any such office if he shall become able to perform the duties of any such
office at any time within the three hundred sixty-five (355) days next following
his removal from any such office. Notwithstanding the provisions of Section 3 of
this Agreement, in the event of Executive's long-term disability as defined
under Employer's Disability Insurance Plan, Executive shall be compensated as
provided under such Plan, as supplemented by Employer, and shall not receive his
base salary or earn any bonus under this Agreement for the period of time that
such disability shall continue.
In the event that this Agreement is terminated for good cause as
herein provided, all obligations hereunder of Employer to Executive (other than
for reimbursement of expenses incurred by Executive prior to termination and any
employee benefits that are not extinguished by termination for cause) shall also
simultaneously terminate forthwith.
In the event that Employer terminates Executive's employment without
good cause during the original or any extended term of this Agreement, all
benefits (including salary) to Executive provided for in this Agreement shall
continue until the expiration of the remaining term of this Agreement. To the
extent that it shall not be practicable or legally feasible to continue any such
benefit in the form provided for in this Agreement, Employer may provide an
equivalent benefit in some other form or may pay or provide to Executive the
economic value of such benefit.
9. Non-Competition. Executive agrees that upon termination of his
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employment with Employer, he shall not engage in competitive activities in the
State of Maryland or in contiguous states, or the District of Columbia, or in
any other state in which any offices are maintained by Mercshares, Merc-Safe or
affiliated entities, as an employee of, consultant to, or in any other
comparable capacity with, any other banking institution, bank holding company,
financial holding company, or entity engaged in furnishing investment advice or
investment management services, for a period of two years following such
termination. Executive agrees that Employer shall be entitled to injunctive
relief, in lieu of or in addition to damages, for a violation by Executive of
the provisions of this Section 9.
10. Successors. This Agreement shall be binding upon and inure to the
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benefit of all successors of Employer, whether by merger, consolidation,
reorganization, share exchange, transfer of assets or otherwise. This Agreement
shall not be otherwise assignable by Employer except with the prior written
consent of Executive. Executive shall not assign his rights or duties under this
Agreement, except (a) as provided in Section 1 of this Agreement, and (b) as
provided under any employee or executive benefit plan with Employer relating to
Executive.
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11. Notices. All notices called for under this Agreement shall be in
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writing addressed to Employer at Xxx Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000,
Attention: Corporate Secretary, and to Executive at Xxx Xxxxxxx Xxxxx,
Xxxxxxxxx, Xxxxxxxx 00000, or to such other address as either party may
designate to the other in writing from time to time. Any such notice shall be
effective when received or two (2) business days after mailing, postage prepaid,
by first class, certified or registered mail, return receipt requested.
12. Entire Agreement. This Agreement represents the entire agreement
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between the parties, and all prior representations, agreements and
understandings between the parties as to its subject matter are of no further
force or validity.
13. Amendments. Any amendments to this Agreement must be in writing
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signed by both parties hereto.
14. Governing Law. This Agreement shall be governed by and construed
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in accordance with the laws of the State of Maryland, without reference to
principles of conflict of laws.
15. Headings. The headings used in this Agreement are solely for
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convenience and are not to be used in the construction or interpretation hereof.
16. Severability. In the event that one or more of the provisions of
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this Agreement are found to be unenforceable or illegal, the remaining
provisions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Executive
Employment Agreement, as of the day and year first above written.
WITNESS:
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxxx Xxxxxx-Xxxxx (SEAL)
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Xxxxxxx Xxxxxx-Xxxxx
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ATTEST: MERCANTILE-SAFE DEPOSIT
AND TRUST COMPANY
/s/ Xxxx X. Xxxxxx By:/s/ Xxxxxx X. Xxxxx, III (SEAL)
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XXXX X. XXXXXX XXXXXX X. XXXXX, III
Secretary Chairman and Chief Executive Officer
ATTEST: MERCANTILE BANKSHARES
CORPORATION
/s/ Xxxx X. Xxxxxx By:/s/ Xxxxxx X. Xxxxx, III (SEAL)
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XXXX X. XXXXXX XXXXXX X. XXXXX, III
Secretary President and
Chief Executive Officer
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