Exhibit 10 U
EXECUTIVE EMPLOYMENT AGREEMENT
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THIS EXECUTIVE EMPLOYMENT AGREEMENT, entered into this 2nd day of February,
2001, 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 XXXXXX X. XXXXX, III, hereinafter
referred to as "Executive."
WHEREAS, Employer is engaged in the banking industry, and Executive has
special skills and talents in that industry; 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 has been engaged as an employee of
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Mercshares and Merc-Safe as of February 1, 2001. Commencing on March 1, 2001,
Executive will serve as President and Chief Executive Officer of Mercshares and
Chairman of the Board and Chief Executive Officer of Merc-Safe. These offices
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, effective March 1, 2001, 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, effective March 1, 2001, 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 2, 2001, and
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shall terminate on February 2, 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 Employer from time to time, at a rate of
not less than $850,000 per calendar year, subject to withholding for appropriate
items. In no year shall his base salary be less than in the preceding year. For
2001, Executive shall be eligible for a full year's bonus (payable on or before
March 1, 2002) as if he had been a Class I participant in the Employer's Annual
Incentive Compensation Plan ("AICP").
For succeeding years, Executive shall be eligible for annual bonuses as a
designated Class I AICP participant. Such bonuses shall be determined by
Employer's Compensation Committee under the AICP in good faith. If the AICP is
revoked or amended for other than good faith economic reasons so as to decrease
or eliminate a bonus to which Executive would otherwise have been entitled as a
designated participant under the immediately pre-existing terms of the AICP, he
shall be paid any such diminution in bonus as additional compensation on or
before March 1 next following the close of each year for which such a bonus
would otherwise have been payable under the terms of the AICP for such year.
Executive also shall be eligible for such other annual bonuses as may be
determined by Employer's Compensation Committee.
4. Other Benefits. Executive shall be entitled to participate in, and to
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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, 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 dated February 2, 2001 and to certain benefits under an
Executive Severance Agreement among Executive, Mercshares and Merc-Safe dated
February 2, 2001 (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. On or before March 1, 2001, Executive shall be
granted options to purchase 100,000 shares of common stock of Mercshares under
the 1999 Omnibus Stock Plan, in accordance with the terms of an Option Agreement
previously provided to Executive.
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 (including club memberships), 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 President
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and Chief Executive Officer of Mercshares and Chairman of the Board and Chief
Executive Officer of Merc-Safe (or of such other offices as Employer and
Executive shall mutually agree) as provided in Employer's bylaws and as directed
from
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time to time by the Board of Directors of Employer, consistent with the duties
and responsibilities of a chief executive officer. Executive agrees to serve in
such capacities 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 as a chief executive officer.
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 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
(365) 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 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 the banking industry in the
State of Maryland or in contiguous states or the District of Columbia as an
employee of, consultant to, or in any other comparable capacity with, any other
banking institution or bank holding company or financial holding company for a
period of two years following
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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.
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 in
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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 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 the day and year first above written.
WITNESS:
/s/ Xxxx X. Xxxxxx Xxxxxx X. Xxxxx, III
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XXXX X. XXXXXX XXXXXX X. XXXXX, III
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ATTEST: MERCANTILE-SAFE DEPOSIT
AND TRUST COMPANY
/s/ Xxxx X. Xxxxxx By: /s/ X. Xxxxxxx Xxxxxxx (SEAL)
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XXXX X. XXXXXX X. XXXXXXX XXXXXXX
Secretary Chief Executive Officer
ATTEST: MERCANTILE BANKSHARES
CORPORATION
/s/ Xxxx X. Xxxxxx By: /s/ X. Xxxxxxx Xxxxxxx (SEAL)
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XXXX X. XXXXXX X. XXXXXXX XXXXXXX
Secretary President and
Chief Executive Officer
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