Exhibit 10 T
AGREEMENT
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This agreement (the "Agreement") made as of the 2nd day of February, 2001,
is between Mercantile Bankshares Corporation ("Mercshares"), a corporation with
its principal place of business at Xxx Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000,
Mercantile-Safe Deposit and Trust Company ("Merc-Safe"), a corporation with its
principal place of business at Xxx Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, and
X. Xxxxxxx Xxxxxxx.
1. General. Xx. Xxxxxxx is Chairman of the Board, President and Chief
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Executive Officer of Mercshares and Chairman of the Board and Chief Executive
Officer of Merc-Safe. Effective March 1, 2001, Xx. Xxxxxxx will retire as an
executive officer and employee of Mercshares and Merc-Safe. It is agreed that he
will then become a non-employee Chairman of the Board of Directors of Mercshares
and will serve as a non-employee Director of Merc-Safe, becoming eligible for
all retirement and supplemental retirement benefits under the applicable plans
and agreements (including his deferred compensation agreement) with and
retirement benefits of Mercshares and Merc-Safe.
2. Board and Consultant Services. This Agreement is entered into in
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consideration of Xx. Xxxxxxx'x long experience as an executive officer of
Mercshares and Merc-Safe, and the desire of Mercshares and Merc-Safe to have the
continued benefit of his valuable abilities, experience, judgment, advice and
customer and business relationships. This Agreement is for a three-year term,
commencing March 1, 2001 and ending on February 29, 2004, which term may be
extended by mutual agreement of the parties. During said term, Mercshares will
continue Xx. Xxxxxxx as a Director of Merc-Safe and will cause him to be re-
nominated for election as a Director of Mercshares by its stockholders at such
time or times as may be required for him to continue as Chairman of the Board of
Directors of Mercshares. Xx. Xxxxxxx will discharge the duties of Chairman of
the Board of Mercshares and will perform services as a consultant ("Consultant")
for the Board of Directors and the Chief Executive Officer of Mercshares and
Merc-Safe (which services are expected to include services with respect to
customer and other business and corporate relationships). The precise scope of
these services shall be as determined by mutual agreement of the parties from
time to time.
In view of the proprietary interest of Mercshares and Merc-Safe and
considerations of confidentiality, such services shall be conducted exclusively
for Mercshares and Merc-Safe, but nothing herein contained shall preclude
Consultant from engaging in other business activities or from attending to
personal affairs and those of his family. Consultant will make himself available
to devote such time as shall be appropriate to provide the services described
above, it being agreed, however, that the services need not be provided on a
full-time basis and further agreed that Consultant shall have ample latitude for
other activities and vacation and personal time.
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3. Compensation and Related Matters. The fee for services (including
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Directors' fees ) which the Consultant shall perform hereunder shall be Five
Hundred Thousand Dollars ($500,000) per year, payable in monthly installments.
Consultant will be furnished with suitable office facilities and
secretarial services and will be reimbursed for reasonable expenses incurred in
providing his services, but Consultant will not be required to provide the
services on the premises of Mercshares and Merc-Safe except when necessary for
attendance at meetings. The air travel allowance and automobile use previously
provided to Consultant shall be continued.
4. Independent Contractor. In rendering services hereunder, the
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Consultant shall be a self-employed professional person who is acting solely as
a Director and independent contractor and not as an agent, employee or partner
of Mercshares or Merc-Safe for any purpose. The Consultant shall have no
authority to bind Mercshares or Merc-Safe in any contractual manner, or to
represent to others that the relationship between Mercshares and Merc-Safe and
the Consultant is other than as a Director of those companies or as Chairman of
the Board of Mercshares or as otherwise stated herein. The Consultant shall
control the conduct and means of performing the services required under this
Agreement. Accordingly, it is recognized by the parties that there will be no
withholding by Merc-Safe, and the Consultant shall be responsible for payment of
all taxes arising out of the activities of the Consultant, unless and to the
extent such withholding is required under any existing or future tax law with
respect to payments to independent contractors.
5. Indemnification of Consultant. Mercshares and Merc-Safe agree that
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the Consultant shall be indemnified as a Director of Mercshares and Merc-Safe to
the same extent as other Directors, and with respect to his consulting services,
shall have no liability for any business decisions, actions, policies and
practices of Mercshares and Merc-Safe, and agree to indemnify and hold the
Consultant harmless from and against any claim by any third party with regard to
decisions, actions, policies or practices of Mercshares and Merc-Safe.
6. Termination of Agreement. This Agreement will terminate at the end of
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its stated term or of any extended term agreed to by the parties. It shall
terminate prior to the end of such term in the event of the death or long term
disability (as defined in the long-term disability plan of Mercshares and Merc-
Safe) of Consultant.
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7. Miscellaneous.
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(a) This Agreement constitutes the entire agreement between the
parties with respect to the services provided for herein, and does not affect
Consultant's entitlement to compensation or benefits for services performed
prior to the date of this Agreement or provided pursuant to any other agreement
between or among the parties. This Agreement may not be amended or any provision
hereof waived except for a document signed by all parties hereto.
(b) This Agreement is made in and shall be governed by and construed
in accordance with the laws of the State of Maryland, excluding principles of
conflicts of law.
(c) Any notice given under this Agreement shall be deemed given when
delivered in person or by registered or certified mail, postage prepaid, return
receipt requested, or by other delivery service providing evidence of receipt to
the party to whom such notice is to be given, at the addresses stated at the
beginning of this Agreement or at such other address as either party shall
hereafter designate to the other in writing.
(d) This Agreement shall be binding upon and inure to the benefit of
Mercshares and Merc-Safe and their respective successors and assigns (whether by
merger, consolidation, reorganization, share exchange, transfer of assets or
otherwise), and Consultant and his heirs, personal representatives and assigns,
except that Consultant shall not assign the performance of his duties.
To evidence their agreement to the terms stated in this Agreement, the
parties hereto have signed this Agreement or caused it to be signed by their
duly authorized representatives as of the day and year stated at the beginning
of this Agreement.
ATTEST: MERCANTILE BANKSHARES
CORPORATION
/s/ Xxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxx (SEAL)
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XXXX X. XXXXXX XXXX X. XXXXX
Secretary Executive Vice President
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ATTEST: MERCANTILE-SAFE DEPOSIT
AND TRUST COMPANY
/s/ Xxxx X. Xxxxxx By: /s/ J. Xxxxxxxx Xxxx
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XXXX X. XXXXXX J. XXXXXXXX XXXX
Secretary President
WITNESS:
/s/ Xxxx X. Xxxxxx By: /s/ X. Xxxxxxx Xxxxxxx
------------------------------- ---------------------------(SEAL)
X. XXXXXXX XXXXXXX
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