Exhibit (10) Q
Agreement dated February 24, 1999
with Xxxx X. Xxxxxx
Exhibit (10) Q
AGREEMENT AND GENERAL RELEASE
This is an Agreement and General Release (Agreement) between
Mercantile Bankshares Corporation and Mercantile-Safe Deposit and Trust Company
(the Companies) and Xxxx X. Xxxxxx (Xx. Xxxxxx). It embodies the mutual
agreement of the parties for Xx. Xxxxxx'x retirement from his employment with
the Companies. The parties agree as follows:
1. The Companies will pay Xx. Xxxxxx, in bi-weekly payments, his
current regular salary which is $295,000 annually (less all lawful deductions).
Xx. Xxxxxx shall be entitled to these bi-weekly payments for the period from the
effective date of this Agreement to February 1, 2000. In the event that Xx.
Xxxxxx accepts other employment, any remaining balance of the amount due him
under this paragraph shall be paid to him in a lump sum (less all lawful
deductions) within a reasonable time after Xx. Xxxxxx notifies the Companies of
his obtaining other employment.
2. The Companies will provide Xx. Xxxxxx his current level of
employee benefits for the same period set forth in Paragraph 1 for salary
payments. In accordance with the salary payment period, these benefits shall
cease upon acceptance of other employment except to the extent that Xx. Xxxxxx
is entitled to such benefits under the Companies' retirement program. The
Companies will provide these benefits to Xx. Xxxxxx in the following areas:
dental coverage, medical coverage, life insurance coverage, pension benefits,
thrift plan, employee assistance program, blood program, and checking account
benefits. Payment for benefits and premiums for benefit coverage will continue
to be made in the same manner as prior to this Agreement, and allowable
deductions from Xx. Xxxxxx'x pay shall be made for such payments. The Companies
and Xx. Xxxxxx will continue to make payment for benefits and benefit premiums
in substantially the same proportion as before this Agreement. The level of
benefits specified in this paragraph shall be at the same level as if Xx. Xxxxxx
remained employed in his current capacities for the Companies, except that the
parties expressly agree that if any of the benefit programs or plans change for
comparable employees of the Companies, Xx. Xxxxxx'x level of benefits and
proportional share of payments or premiums will change in a like manner.
3. With respect to the Supplemental Executive Retirement Plans
(SERPs), Xx. Xxxxxx shall receive a lump sum payment for the amounts vested as
of February 1, 1999 or such earlier date as he retires from the Companies, for
the cash balance SERP and for the 401(K)SERP, and any accrued interest thereon
pursuant to the SERPs. If Xx. Xxxxxx has not accepted other employment by
February 1, 2000, the Companies will further supplement his retirement benefits
with a lump sum payment of $25,000.
Xx. Xxxxxx is a participant for 1998 in the Annual Incentive
Compensation Plan of Mercantile Bankshares Corporation and Affiliates ("AICP").
The AICP incentive compensation will be payable in the first quarter of 1999.
Xx. Xxxxxx will not be eligible for AICP participation for the year 1999 or
thereafter.
4. The Companies will provide to Xx. Xxxxxx the title, free and
clear of any liens, to the automobile currently provided for his use. The
Companies shall be responsible for transfer taxes incurred in this transfer of
title. Xx. Xxxxxx will be solely responsible for any insurance coverage on or
related to the vehicle. The Companies will
cease any insurance coverage on the automobile as of five days following the
effective date of this Agreement. In addition, the parties expressly agree that
the Companies will cease all travel and accident coverage applicable to Xx.
Xxxxxx, and will cease the payment of any club dues for Xx. Xxxxxx, as of the
effective date of this Agreement. Xx. Xxxxxx'x Caves Valley membership
privileges have terminated.
5. The Companies will provide Xx. Xxxxxx with outplacement
assistance. This assistance will include the provision of an office, telephone
and secretarial assistance for a period of six months at an outside facility.
6. Xx. Xxxxxx'x positions as an officer of the Companies, as an
officer or director of any subsidiaries of the Companies, and as a member of
committees of the Companies and subsidiaries, have terminated. Xx. Xxxxxx shall,
after the effective date of this Agreement, not be required to perform any
executive or line management responsibilities for the Companies but he shall
make himself available for transitional activities during the period specified
for salary payments in paragraph 2 of this Agreement.
7. Xx. Xxxxxx agrees that the benefits listed in paragraphs 1
through 5 are not benefits to which he is otherwise entitled by reason of his
employment, and that in consideration of the promises set forth in paragraphs 1
through 5, he will, and hereby does, forever and irrevocably release and
discharge the Companies, their officers, directors, employees, agents,
subsidiaries, affiliates, predecessors, successors, purchasers, assigns, and
representatives, of any and all grievances, claims, demands, debts, defenses,
actions or causes of action, obligations, damages, and liabilities whatsoever
which he now has, has had, or may have, whether the same be at law, in equity,
or mixed, in any
way arising from or relating to any act, occurrence, or transaction before the
date of this Agreement. This is a General Release. Xx. Xxxxxx expressly
acknowledges that this General Release includes, but is not limited to, Xx.
Xxxxxx'x intent to release the Companies from any claim of age, race, sex,
religion, national origin or any other claim of employment discrimination under
the Age Discrimination in Employment Act (29 U.S.C. ss.2000 et seq.), the
Employee Retirement Income Security Act (29 U.S.C. ss.1001 et seq.), Article 49B
of the Maryland Annotated Code, and any other law prohibiting employment
discrimination. Xx. Xxxxxx agrees not to xxx the Companies or to join in any
lawsuit against the Companies, or any other person or entity specified in this
paragraph, concerning any matter which arose on or before the date of this
Agreement. Xx. Xxxxxx agrees that he shall not be regarded as the prevailing
party for any purpose, including, but not limited to, determining responsibility
for or entitlement to attorneys' fees, under any statute or otherwise.
8. Xx. Xxxxxx will retire from his employment with the Companies
on or before February 1, 2000 or such earlier time as he accepts other
employment. Xx. Xxxxxx has received this Agreement on January 22, 1999. Xx.
Xxxxxx understands that he has twenty-one (21) days from his receipt of this
Agreement to consider his decision to sign it. By signing this Agreement, Xx.
Xxxxxx expressly acknowledges that his decision to sign this Agreement was of
his own free will. Xx. Xxxxxx understands that he may revoke this Agreement for
up to and including seven (7) days after his execution of the Agreement, and
that the Agreement shall not become effective until the expiration of seven days
from its execution, the effective date of this Agreement.
Xx. Xxxxxx has been advised by the Companies to consult an attorney regarding
the terms of this Agreement before signing it.
9. Xx. Xxxxxx expressly acknowledges and understands that this
Agreement is not an admission of liability under any statute or otherwise by the
Companies, and does not admit any violation of Xx. Xxxxxx'x legal rights, but is
solely entered into as an exchange for the terms described above.
10. This Agreement shall be binding upon and inure to the benefit
of the assigns, heirs, executors, and administrators of Xx. Xxxxxx and the
Companies, their officers, directors, employees, agents, subsidiaries,
affiliates, predecessors, successors, purchasers, assigns, and representatives,
that this Agreement contains the entire agreement and understanding of the
parties, that there are no additional promises or terms among the parties other
than those contained herein, and that this Agreement shall not be modified
except in writing signed by each of the parties.
11. This Agreement shall in all respects be interpreted,
enforced, and governed under the laws of the State of Maryland. The language of
all parts of this Agreement shall in all cases be construed as a whole,
according to its fair meaning, and not strictly for or against any of the
parties.
12. Xx. Xxxxxx represents that he has read this Agreement, that
he understands all of its terms, and that he enters into this Agreement
voluntarily and with knowledge of its effect.
2-24-99 /s/ Xxxx X. Xxxxxx
------- ------------------
Date Xxxx X. Xxxxxx
Mercantile Bankshares Corporation
February 24, 1999 By: /s/ X. Xxxxxxx Xxxxxxx
----------------------------- ----------------------------------------
Date X. Xxxxxxx Xxxxxxx, Chairman,
President and Chief Executive
Officer
Mercantile-Safe Deposit and Trust
Company
February 24, 1999 By: /s/ X. Xxxxxxx Xxxxxxx
----------------------------- ----------------------------------------
Date X. Xxxxxxx Xxxxxxx, Chairman
And Chief Executive Officer
