Exhibit 10.2
THIS AGREEMENT, made this 29th day of November, 1988, by and between
Peninsula Trust Bank, party of the first part, herein referred to as "Bank", and
Xxxxxxx X. Xxxxx, party of the second part, herein referred to as "Bank
Officer".
R E C I T A L S
(a) Bank Officer is employed as Executive Vice President of
Peninsula Trust Bank and has been instrumental in the planning and organization
of said Bank.
C O V E N A N T S
In consideration of the mutual covenants and undertakings herein set
forth, the parties hereto do agree as follows:
1. Bank Officer shall be entitled to receive from Peninsula Trust
Bank the sum of One Hundred and Fifty Thousand Dollars ($150,000) in the event
the Bank, acting either through its shareholders or its Board of Directors,
sells or disposes of the controlling interest in the corporation to a
conglomerate or bank holding company (as said term is defined in Article I of
Title 6.1 of the Code of Virginia, as amended) with the result that the Bank is
either 50% or more owned or controlled by such entity, provided that the Bank
Officer is at the time of said transaction then employed as the Executive Vice
President (or equal or higher ranking position) of the Bank and elects to
thereupon terminate his employment and not become re-employed with any such
surviving entity or subsidiary thereof or any affiliate or related company
thereof for a
period of at least one year after disbursement of such amount above. Such sum of
money described herein shall be in addition to any and all other forms and
amounts of compensation to which the Bank Officer is at that time entitled and
paid.
2. Bank Officer shall be entitled to the payment of said
additional compensation, described in Covenant #1 above, either upon demand /
lump sum, or in such increments or installments, as he shall request in writing,
periodically over a period not to exceed three (3) years. Such payment shall be
considered a contract right and a part of the Bank Officer's estate in the event
of his death between the time the benefit is earned, accrued, or conferred and
the time the total amount ($150,000) has been paid in full.
3. This agreement does not give Bank Officer any vested right in
any benefit payable by Bank or to continued employment with Bank, except as may
be negotiated by Bank Officer individually with surviving entity. Bank Officer
shall remain in the employ of the Bank at the discretion of the Board of
Directors of Bank and this agreement shall in no way restrict, limit or impair
the right or privilege of Bank, through its Board of Directors to contract with
Bank Officer concerning employment and to change and modify such terms of
employment or to terminate employment of Bank Officer.
4. Payment of the $150,000 additional compensation stated above
shall be dependent upon the sale price of the Bank being at least equal to one
hundred and seventy-five percent (175%) of or 1-3/4 times the then current "book
value" of the Bank's common stock as
determined by the independent accounting firm being utilized by the Bank at the
time of such sale of the Bank.
5. As incentive for the Bank Officer to remain in the employ
of the Bank and as protection for the Bank from the Bank Officer leaving the
Bank's employ absent a sale of the Bank as defined above, the Bank Officer
covenants with the Bank that, should he voluntarily leave the employ of the Bank
without there being any such sale of the Bank heretofore described, he will not
become employed with and work in any office of any financial institution (bank,
savings bank, or savings and loan association) which is located in Gloucester,
Xxxxxxx, or Middlesex Counties. This covenant shall become null and void in the
event the Bank is sold as described above.
WITNESS the following signatures and seals as of the day and year first
above written (November 29, 1988).
ATTEST: Peninsula Trust Bank (Bank)
/s/ X. X. Xxxxxxxxx By /s/ Xxxxxx X. Xxxxxxx, Xx.
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/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx (Bank Officer)
