Exhibit (10) G
Second Amendment to Executive Severance Agreement
with X. Xxxxxxx Xxxxxxx
Exhibit (10) G
SECOND AMENDMENT TO
EXECUTIVE SEVERANCE AGREEMENT
THIS SECOND AMENDMENT to EXECUTIVE SEVERANCE AGREEMENT is made
this 18th day of January, 2000, by and between MERCANTILE BANKSHARES
CORPORATION and MERCANTILE-SAFE DEPOSIT & TRUST COMPANY (collectively,
the "Company"), and X. XXXXXXX XXXXXXX (the "Employee").
WHEREAS, Employee and Company entered into an Executive Severance Agreement
dated December 31, 1989, which was amended by a First Amendment dated January
29, 1997 (collectively the "Agreement"); and
WHEREAS, the Agreement, as previously extended, is scheduled to terminate
on February 1, 2000; and
WHEREAS, Company has determined to retain Employee in his current
capacities beyond February 1, 2000, and Employee has agreed to do so; and
WHEREAS, the parties wish to amend the Agreement to clarify its application
to Employee subsequent to February 1, 2000.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, receipt of which is hereby acknowledged, and in further
consideration of the mutual covenants contained in the Agreement, the parties do
hereby agree that the Agreement is hereby amended as follows:
FIRST CHANGE
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The last sentence of Section 1(c) (which was added by the First Amendment
to the Agreement) is amended to read in its entirety as follows:
"From and after February 1, 2000, the Change of Control Period shall
mean the period commencing on that date and ending on February 1, 2001,
which date shall be extended to any later date as shall be provided
for cessation of employment by extension of the stated term of the
Employee's Executive Employment Agreement with Mercantile Bankshares
Corporation and Mercantile-Safe Deposit and Trust Company, dated March
24, 1982, as the same has been and may be from time to time amended
(the 'Executive Employment Agreement')."
SECOND CHANGE
Section 2(d) is deleted in its entirety and the following is substituted in
lieu thereof:
"(d) Good Reason; Other than for Cause or Disability. If, at any time
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during the period beginning with the Effective Date and ending on the
earlier to occur of (i) the third anniversary of such date, or (ii)
February 1, 2001 (which date shall be extended to any later date as
shall be provided for cessation of employment by extension of the
stated term of the Executive Employment Agreement), the Company shall
terminate the Employee's employment other than for Cause, Disability or
death, or if the Employee shall terminate his employment with the
Company for Good Reason, the Company shall pay to the Employee in a
lump sum in cash within 30 days after the Date of Termination a
severance payment, the value of which is three times the Employee's
base amount of compensation (as defined in Section 280G(b)(3) of the
Internal Revenue Code of 1986 (the 'Code')) including, but not limited
to, such items as salary, bonus, fringe benefits, and deferred
compensation, less one dollar ($1.00)."
In all other respects, the provisions of the Agreement remain unchanged and
in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
to the Agreement as of the day and year first above written.
ATTEST: MERCANTILE BANKSHARES CORPORATION
/s/ Xxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxxx, Secretary Xxxx X. Xxxxx, Executive Vice President
MERCANTILE-SAFE DEPOSIT
AND TRUST COMPANY
/s/ Xxxx X. Xxxxxx By: /s/ J. Xxxxxxxx Xxxx
-------------------------- ------------------------------
Xxxx X. Xxxxxx, Secretary J. Xxxxxxxx Xxxx, President
WITNESS:
/s/ Xxxx X. Xxxxxx /s/ X. Xxxxxxx Xxxxxxx
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Xxxx X. Xxxxxx X. Xxxxxxx Xxxxxxx
