Exhibit 10.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered into as of the 1st day of April 1999,
by and between Union Bankshares Corporation, a Virginia corporation (the
"Company"), and G. Xxxxxxx Xxxxx (the "Executive").
WITNESSETH
WHEREAS, the Executive has heretofore been employed, and currently is
rendering services to the Company as President and Chief Executive Officer;
WHEREAS, the Company considers the continued availability of the
Executive's services to be important to the management and conduct of the
Company's business and desires to secure for it the continued availability of
the Executive's services; and
WHEREAS, the Executive is willing to make his services available to the
Company on the terms and subject to the conditions set forth herein.
NOW THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the parties hereby agree as follows:
1. Employment. Executive shall be employed as President and Chief
Executive Officer of Company. The Executive shall have such duties and
responsibilities as are commensurate with such positions and shall also render
such other services and duties as may be reasonably assigned to him from time to
time by the Company, consistent with his positions as President and Chief
Executive Officer of the Company. The Executive hereby accepts and agrees to
such employment.
2. Term of Employment. This Agreement is effective April 1, 1999 (the
"Commencement Date") and will continue for a two year term to expire on March
31, 2001; provided that beginning on April 1, 2001 and on each April 1st
thereafter (each such April 1st is referred to as the "Renewal Date"), the term
of this Agreement will be automatically extended for an additional year from
such Renewal Date. This Agreement will not, however, be extended if the Company
gives written notice to the Executive of its intent not to renew at least twelve
months in advance of a Renewal Date. The last day of such term as so extended
from time to time is herein sometimes referred to as the "Expiration Date."
3. Compensation and Benefits.
(a) Base Salary. The Company shall pay the Executive an annual base salary
of $170,000 subject to adjustment as provided below (the "Base Salary"), which
will be payable in accordance with the payroll practices of the Company
applicable to all officers. The Base Salary will be reviewed annually by the
Board of Directors and may be adjusted upward or downward in the sole discretion
of the Board of Directors. In no event, however, will the Base Salary be less
than $170,000.
(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 Company.
(c) Benefits. During the term of the Agreement, Executive shall be
entitled to participate in and receive the benefits of any pension or other
retirement benefit plan, profit sharing, stock option, employee stock ownership,
or other plans, benefits and privileges given to employees and executives of the
Company, to the extent commensurate with his then duties and responsibilities,
as fixed by the Board of Directors of the Company.
(d) Business Expenses. The Company shall reimburse Executive or otherwise
provide for or pay for all reasonable expenses incurred by Executive in
furtherance of, or in connection with the business of the Company, including,
but not by way of limitation, travel expenses car allowance, and memberships in
professional organizations, subject to such reasonable documentation and other
limitations as may be established by the Board of Directors of the Company.
(e) Vacation. The Executive shall be entitled to such number of weeks of
vacation per year as shall be established by the Board of Directors of the
Company, as modified from time to time, to be taken at such times and intervals
as shall be determined by the Executive with the approval of the Company, which
approval shall not be unreasonably withheld.
4. Termination and Termination Benefits.
Notwithstanding the provisions of Section 2, the Executive's employment
hereunder shall terminate under the following circumstances and shall be subject
to the following provisions:
(a) Death. In the event of the Executive's death during the Executive's
employment hereunder, the Executive's employment shall terminate on the date of
his death; provided, however, that the Company shall continue to pay an amount
equal to the Executive's Base Salary to the Executive's beneficiary designated
in writing to the Company prior to his death (or to his estate, if he fails to
make such designation) for six (6) months after the date of the Executive's
death, at the Base Salary rate in effect on the date of his death, said payments
to be made on the same periodic dates as salary payments would have been made to
the Executive had he not died.
(b) Disability. The Executive's employment hereunder may be terminated at
any time because of the Executive's inability to perform his duties with the
Company on a full time basis for 180 consecutive days or a total of at least 240
days in any twelve month period as a result of the Executive's incapacity due to
physical or mental illness (as determined by an independent physician selected
by the Board); provided, however, that the Company shall provide continued
medical insurance in the Company's health plan for the benefit of the Executive
for a period of twelve (12) months after the date of such termination.
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(c) Termination by the Company for Cause. The Executive's employment may be
terminated at any time without further liability on the part of the Company
effective immediately by a two-thirds vote of the Board of Directors of the
Company for Cause by written notice to the Executive setting forth in reasonable
detail the nature of such Cause. Only the following shall constitute "Cause" for
such termination:
(i) continued failure by the Executive for reasons other than
disability to follow reasonable instructions or policies of the Board of
Directors of the Company after being advised in writing of such failure,
including specific actions or inaction on the part of the Executive and the
particular instruction or policy involved, and being given a reasonable
opportunity and period (as determined by the Board of Directors of the Company)
to remedy such failure;
(ii) gross incompetence, gross negligence, willful misconduct in
office or breach of a material fiduciary duty owed to the Company or any
subsidiary or affiliate thereof;
(iii) conviction of a felony or a crime of moral turpitude (or a plea
of nolo contendere thereto) or commission of an act of embezzlement or fraud
against the Company or any subsidiary or affiliate thereof;
(iv) any breach by the Executive of a material term of this Agreement,
including without limitation material failure to perform a substantial portion
of his duties and responsibilities hereunder as established from time to time by
the Board of Directors of the Company;
(v) dishonesty of the Executive with respect to the Company or any
subsidiary or affiliate thereof; or
(vi) the willful engaging by the Executive in conduct that is
demonstrably and materially injurious to the Company, monetarily or otherwise,
or any conduct deemed by the Board of Directors of the Company to be immoral or
which may bring embarrassment or disrepute to the Company, its good name or
status.
(d) Termination by the Company without Cause. The Executive's employment
may be terminated without Cause by a two-thirds vote of the Board of Directors
of the Company effective immediately by written notice to the Executive. In the
event of termination without Cause, the Executive shall be entitled to the
benefits specified in Section 4(f).
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(e) Termination by the Executive. The Executive may terminate his
employment hereunder with or without Good Reason (as defined below) by written
notice to the Board of Directors of the Company effective 30 days after receipt
of such notice by the Board of Directors. In the event the Executive terminates
his employment hereunder for Good Reason, the Executive shall be entitled to the
benefits specified in Section 4(f). The Executive shall not be required to
render any further services to the Company. Upon termination of employment by
the Executive without Good Reason, the Executive shall be entitled to no further
compensation or benefits under this Agreement. "Good Reason" shall be (i) the
failure by the Company to comply with the provisions of Section 3 or material
breach by the Company of any other provision of this Agreement, which failure or
breach shall continue for more than 30 days after the date on which the Board of
Directors of the Company receives such notice, (ii) the assignment of the
Executive without his consent to a position, responsibilities, or duties of a
materially lesser status or degree of responsibility than his position,
responsibilities, or duties at the Commencement Date other than as a direct
result of the change in control of the Company (which is otherwise addressed
herein), or (iii) the requirement by the Company that the Executive be based at
any office that is greater than 50 miles from where the Executive's office is
located at the Commencement Date.
(f) Certain Termination Benefits. In the event of termination by the
Company without Cause and other than for death or disability, or by the
Executive with Good Reason, the Executive shall be entitled to the following
benefits:
(i) For the period subsequent to the date of termination until the
Expiration Date, the Company shall continue to pay the Executive a Base Salary
(not including any bonus other than any unpaid bonus relating to a fiscal year
of the Company completed prior to the date of termination) at the rate
in effect
on the date of termination, such payments to be made on the same periodic dates
as salary payments would have been made to the Executive had he not been
terminated.
(ii) For the period subsequent to the date of termination until the
Expiration Date, the Executive shall continue to receive medical and life
insurance benefits pursuant to plans made available by the Company to its
employees at the expense of the Company to substantially the same extent the
Executive received such benefits on the date of termination (it being
acknowledged that the post-termination plans may be different from the plans in
effect on the date of termination). For purposes of application of such
benefits, the Executive shall be treated as if he had remained in the employ of
the Company, with a Base Salary at the rate in effect on the date of
termination.
(iii) The Company's obligation to pay the Base Salary to the Executive
pursuant to subsection 4(f)(i) above shall terminate thirty (30) days after the
Executive obtains full-time employment with another employer that offers an
annualized base salary that is at least equal to 75% of the Base Salary being
paid by the Company.
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(iv) The Company's obligation to provide the Executive with medical
and insurance benefits pursuant to subsection 4(f)(ii) hereof shall terminate in
the event the Executive becomes employed and has insurance made available to him
in connection with such employment.
5. Change in Control of the Company. This Agreement will terminate in the
event there is a change in control of the Company, and the Change in Control
Agreement, dated October 22, 1996 and as it may hereafter be amended, between
the Company and the Executive will become effective and any termination benefits
will be determined and paid solely pursuant to such Change in Control Agreement.
6. Mitigation; Exclusivity of Benefits.
(a) The Executive shall not be required to mitigate the amount of any
benefits hereunder by seeking other employment or otherwise.
(b) The specific arrangements referred to herein are not intended to
exclude any other benefits which may be available to the Executive upon a
termination of employment with the Company pursuant to employee benefit plans of
the Company or otherwise.
7. Withholding. All payments required to be made by the Company hereunder
to the Executive shall be subject to the withholding of such amounts, if any,
relating to tax and other payroll deductions as the Company may reasonably
determine should be withheld pursuant to any applicable law or regulation.
8. Assignability. The Company may assign this Agreement and its rights and
obligations hereunder in whole, but not in part, to any corporation, company or
other entity with or into which the Company may hereafter merge or consolidate
or to which the Company may transfer all or substantially all of their assets,
if in any such case said corporation, company or other entity shall by operation
of law or expressly in writing assume all obligations of the Company hereunder
as fully as if it had been originally made a party hereto, to the extent that
any such transaction does not trigger the operation of Section 5 above. The
Executive may not assign or transfer this Agreement or any rights or obligations
hereunder.
9. Notice. For the purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth below:
To the Company: Chairman of the Board
Union Bankshares Corporation
P. O. Box 446
000 Xxxxx Xxxx Xxxxxx
Xxxxxxx Xxxxx, Xxxxxxxx 00000
And at the Chairman's home address as shown on the
records of the Company.
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To the Executive: G. Xxxxxxx Xxxxx
00000 Xxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
10. Amendment; Waiver. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by the Executive and such officer or officers as may be
specifically designated by the Boards of Directors of the Company to sign on
their behalf. No waiver by any party hereto at any time of any breach by any
other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.
11. Entire Agreement. This Agreement, together with the Change in Control
Employment Agreement, dated October 22, 1996 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 Change in Control Employment Agreement. For
purposes of this Agreement, the term "Company" includes any subsidiaries of the
Company
12. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Virginia.
13. Nature of Obligations. Nothing contained herein shall create or require
the Company to create a trust of any kind to fund any benefits which may be
payable hereunder, and to the extent that the Executive acquires a right to
receive benefits from the Company hereunder, such right shall be no greater than
the right of any unsecured general creditor of the Company.
14. Headings. The section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
15. Validity. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement, which shall remain in full force and effect.
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16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement has been executed as of the date first
above written.
UNION BANKSHARES CORPORATION
By: /s/ Xxxxxx X. Xxxxx
---------------------------
Xxxxxx X. Xxxxx
Chairman of the Board
EXECUTIVE
/s / G. Xxxxxxx Xxxxx
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G. Xxxxxxx Xxxxx
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