EXHIBIT 10.2
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into as of
December 14, 1999, between Shore Financial Corporation, a Virginia corporation
having its principal place of business at Onley, Virginia (hereinafter
"Employer"), and Xxxxx X. Harvard, residing in Pungoteague, Virginia
(hereinafter "Executive").
RECITALS:
A. The Executive has heretofore been employed, and currently is rendering
services to the Employer as President and Chief Executive Officer;
B. The Employer considers the continued availability of the Executive's
services to be important to the management and conduct of the Employer's
business and desires to secure for it the continued availability of the
Executive's services; and
C. The parties hereto desire to enter into this Amended and Restated
Employment Agreement whereby the Executive's services will continue to be made
available to the Employer on the terms and subject to the conditions set forth
herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter contained, it is agreed as follows:
1. Term:
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The Employer shall employ Executive as its President and Chief Executive
Officer for a period that begins on December 14, 1999 and expires on December
31, 2002; provided that on December 31, 2001 and on each December 31st
thereafter (each such December 31st is referred to as the "Renewal Date"), this
Agreement will be automatically extended for an additional calendar year so as
to terminate two years from such Renewal Date. This Agreement will not,
however, be extended if the Company gives written notice of such non-renewal to
the Executive no later than September 30 before the Renewal Date (the original
and any extended term of this Agreement is referred to as the "Employment
Period").
2. Exclusive Employment:
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Subject to normal and reasonable absences for reasons of illness, accident
and/or other incapacity, the Executive shall devote all of his attention and
energies to the business of the Employer and shall not, during the term of this
Agreement, be engaged in any other business activity whether or not such
business activity is pursued for gain, profit or other pecuniary advantage that
will significantly interfere with his duties as an executive officer of
Employer. With prior approval of the Board of Directors of the Employer,
Executive may serve on the boards of directors of other companies.
3. Titles and Duties:
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Subject at all times to the supervision and direction of the Employer's
Board of Directors, Executive will be employed as the President and Chief
Executive Officer of Employer and its banking subsidiary, Shore Bank, to
conduct, operate, manage and promote the business of the Employer and its
affiliated companies and act generally in a supervisory capacity.
4. Compensation:
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A. Base Salary. During the Employment Period, the Executive will be paid
an annual base salary of One Hundred Twenty Thousand Dollars ($120,000.00)
(hereinafter "Base Salary"). During the term of this Agreement, the Base Salary
will be reviewed and revised annually by the Board of Directors of the Employer
on or before each March 1st to reflect external conditions, Executive's
performance, and the changing size and nature of the Employer's operations.
B. Annual Bonus. During the term of this Agreement, the Executive may be
entitled to receive annual cash bonus payments in such amounts and at such times
as may be determined by the Board of Directors of the Employer.
C. Additional Compensation. In addition to the Base Salary and Annual
Bonus, if any, Executive shall receive, except as specifically modified or
stated hereinafter, the following:
(i) the use of a company-owned automobile;
(ii) coverage in the Employer's group health and life insurance plans;
(iii) officers' liability insurance;
(iv) payment by the Employer for all existing club memberships and
dues, plus any other memberships duly approved by the Board of Directors; and
(v) four (4) weeks vacation each year during the term hereof.
The provisions of this Section 4C shall not serve to exclude Executive from
any other incentive or compensation plans adopted by the Board of Directors for
senior management.
5. Non-Disclosure:
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The Executive recognizes and acknowledges that the Employer has secret
business practices and trade secrets, lists of customers and other matters which
are special and unique assets of the Employer's business. The Executive agrees
that he will not, during or after the term of his employment, disclose such
information or any part thereof to any person, firm or corporation, association
or other entity for any reason or purpose whatsoever. In the event of a breach
or threat to breach by the Executive of any of the provisions of this paragraph,
the Employer shall be entitled to an injunction restraining the Executive from
disclosing, in whole or in part, such information or from rendering any services
to any firm, corporation, association or other entity to whom such information,
in whole or in part, has been disclosed or is threatened to be disclosed.
Nothing herein contained shall be construed as prohibiting the Employer from
pursuing any other remedies available to the Employer for such breach or
threatened breach, including and not limited to the recovery of damages from the
Executive.
6. Disability or Death:
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In the event of Executive's permanent disability, the Base Salary and any
bonuses that would have otherwise been earned will continue to be paid for at
least six (6) months. All payments will be reduced by the amount of any
disability income benefits for which the Executive is eligible under the
Employees disability benefit plan. For purposes of this Employment Contract,
the phrase "permanently disabled" shall mean the inability of Executive to
perform his duties hereunder for a continuous period of more than four (4)
months. Such permanent disability shall be determined by the insurance provider
under the terms and provisions set forth in the policy. In the event of death
of the Executive, his estate will receive any bonuses that would have been
earned by him for that calendar year.
7. Discharge or Resignation:
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A. The Employer's Board of Directors may terminate the Executive's
employment at any time, but any termination by the Employer's Board of Directors
other than termination for cause, shall not prejudice the Employee's right to
compensation or other benefits under this Agreement. The Executive shall have no
right to receive compensation or other benefits for any period after termination
for cause. Termination for cause shall include termination because of the
Executive's personal dishonesty, incompetence, willful misconduct breach of
fiduciary duty involving personal profit, intentional failure to perform stated
duties, willful violation of any law, rule, or regulation (other than traffic
violations or similar offenses) or final cease-and-desist order, or material
breach of any provision of this Agreement.
B. If the Executive is suspended and/or temporarily prohibited from
participating in the conduct of Shore Bank's affairs by a notice served under
Section 8(e)(3) or (g)(1) of (the) Federal Deposit Insurance Act (12 U.S.C.
1818(e)(3) and (g)(1) the Employer's obligations under this Agreement shall be
suspended as of the date of service unless stayed by appropriate proceedings.
If the charges in the notice are dismissed, the Employer may in its discretion
(i) pay Executive all or part of the compensation withheld while its contract
obligations were suspended and (ii) reinstate (in whole or in part) any of its
obligations which were suspended.
C. If the Executive is removed and/or permanently prohibited from
participating in the conduct of Shore Bank's affairs by an order issued under
Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C.
1818(e)(4) or (g)(1), all obligations of the Employer under this Agreement shall
terminate as of the effective date of the order, but vested rights of the
contracting parties shall not be affected.
D. If Shore Bank is in default (as defined in Section 3(x)(1) of the
Federal Deposit Insurance Act), all obligations under the contract shall
terminate as of the date of default, but this paragraph (b)(4) shall not affect
any vested rights of the contracting parties.
E. All obligations under this Agreement shall be terminated, except to the
extent determined that continuation of this Agreement is necessary for the
continued operation of the Employer:
(1) by the Director or his or her designee at the time the Federal
Deposit Insurance Corporation enters into an agreement to provide assistance to
or on behalf of Shore Bank under the authority contained in Section 13(c) of the
Federal Deposit Insurance Act; or
(2) by the Director or his or her designee at the time the Director or
his or her designee approves a supervisory merger to resolve problems related to
operation of Shore Bank or when Shore Bank is determined by the Director to be
in an unsafe or unsound condition.
F. In the event that Executive is terminated without cause, then the
payment of Base Salary and all benefits in Section 4, with exception of the
automobile, shall continue until the expiration of twelve (12) months from the
date of termination. For purposes of this Agreement, the definition of
termination without cause shall include (i) the voluntary resignation of
Executive due to any material curtailment of his responsibilities or duties;
(ii) Executive's termination due solely to the Chairman of the Board's decision
to personally handle Executive's responsibilities; and (iii) termination for any
ground which is not enumerated above as termination for cause.
8. Change in Control of the Employer:
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This Agreement will terminate in the event there is a change in control of
the Employer, and the Management Continuity Agreement, dated as of December 14,
1999 and as it may hereafter be amended, between the Employer and the Executive
will become effective and any termination benefits will be determined and paid
solely pursuant to such Management Continuity Agreement.
9. Place of Performance:
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It is contemplated that Executive will perform his principal duties in
Onley, Virginia, except for temporary or emergency assignments.
10. Notices:
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Any notice required or permitted to be given under this Agreement shall be
sufficient, if in writing, and if sent by registered and certified mail, to his
residence in the am of the Executive, and to its principal office in the case of
the Employer.
11. Waivers:
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The waiver by the Employer or the Executive of any breach of any provision
of this Agreement by the other party shall not operate or be construed as a
waiver of any subsequent breach by the other party.
12. Binding Effect:
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The rights and obligations of the Employer under this Agreement shall inure
to the benefit of and shall be binding upon the successors and assigns of the
Employer and the rights, to the extent vested, and obligations of Executive
hereunder shall inure to the benefit of his heirs, executors and assigns.
13. Construction:
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Agreement shall be construed and interpreted under the laws of the State of
Virginia.
14. Entire Agreement:
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This Agreement, together with the Management Continuity Agreement, dated
December 14, 1999 and as it may hereafter be amended, entered into between the
parties hereto, constitutes the entire agreement between the parties with
respect to the subject matter hereof and no agreements or representations, oral
or otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not expressly set forth in this Agreement or
in the Management Continuity Agreement. For purposes of this Agreement, the
term "Employer" includes any subsidiaries of the Employer. This instrument
contains the entire Agreement of the parties and may not be altered, modified or
amended except in writing executed by both parties. The unenforceability of any
provision of this Agreement shall not be construed to, nor shall it, cause any
other provision of this Agreement to be unenforceable by reason thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year above written.
Employer:
SHORE FINANCIAL CORPORATION
By /s/ Xxxxx X. Xxxxxx, Xx.
_________________________________
Xxxxx X. Xxxxxx, Xx.
Chairman of the Board
Executive:
/s/ Xxxxx X. Harvard
____________________________________
Xxxxx X. Harvard
