EXHIBIT 10.2
SUPPLEMENTAL RETIREMENT PLAN AGREEMENT
BETWEEN TANEYTOWN BANK & TRUST COMPANY
AND XXXXXXX X. XXXXXXXX, XX.
SUPPLEMENTAL RETIREMENT PLAN AGREEMENT
THIS SUPPLEMENTAL RETIREMENT PLAN AGREEMENT ("Agreement") is
made this 25th day of April, 1994, by and between TANEYTOWN BANK
& TRUST COMPANY (the "Bank") and XXXXXXX X. XXXXXXXX, XX.
("Employee").
WITNESSETH
WHEREAS, Employee is expected to play a key role in the
future growth and profitability of the Bank; and
WHEREAS, the Bank desires to establish for Employee's
benefit a performance-based supplemental retirement plan on the
terms and conditions set forth herein, in order to provide
additional incentives for Employee to strengthen the financial
condition of the Bank.
NOW THEREFORE, in consideration of the premises and of the
mutual covenants and undertakings hereinafter set forth, and
other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree to as follows:
1. SUPPLEMENTAL RETIREMENT PLAN AWARDS. In addition to
any payments of current compensation for his services which may
be paid by the Bank to Employee from time to time, the Bank
agrees to make to, or on behalf of, Employee, the following
supplemental retirement plan awards on the terms and conditions
set forth herein.
2. DEFINITIONS. Unless otherwise expressly stated herein,
the following words or phrases shall be defined as set forth
below:
A. Good Cause. "Good Cause" shall be deemed to exist
upon written notice from the Board of Directors of the Bank to
Employee of the occurrence of any of the following, as determined
in the sole and absolute discretion of the Board of Directors;
(1) Employee's negligence or willful misconduct
which is clearly injurious to the Bank's business affairs;
(2) Employee's breach of any material provision of
this Agreement or any other agreement to which he and the Bank
are parties;
(3) Employee's conviction of or guilty plea to a
criminal act, potentially punishable by imprisonment of one (1)
year or more;
(4) Employee's failure to satisfactorily perform
the duties as required by the terms of his employment agreement
with the Bank;
(5) Employee's failure to follow directions,
policies, rules or procedures established from time to time by
the Board of Directors of the Bank; or
(6) Employee's suspension or other disciplinary
action by any duly constituted governmental or other authority
regulating the banking industry.
Notwithstanding anything herein to the contrary, for
purposes of subsections (2), (4) and (5) of this Section 2.A.,
Good Cause shall be deemed to exist only upon thirty (30) days
prior written notice from the Bank of the occurrence of such
events and Employee's failure to cure the same to the
satisfaction of the
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Board of Directors within the thirty (30) day period.
Notwithstanding the foregoing, no such prior notice shall be
required to be given where to do so would be impractical, such as
where the action giving rise to Good Cause is not reasonably
capable of being cured.
B. Disability. For purposes of this Agreement,
"Disability" shall be defined as Employee's inability to perform
the duties he is required to perform under the terms of his
employment agreement with the Bank by reason of illness or
incapacity, as determined by the Board of Directors of the Bank
in its sole and absolute discretion.
C. Retirement. For purposes of this Agreement,
"Retirement" shall be defined as the termination of Employee's
employment with the Bank at any time after the Restriction Period
(as hereinafter defined) for any reason except due to
circumstances and for reasons related to Good Cause, or
Employee's death or Disability.
3. DEFERRED CASH ACCOUNT.
A. Establishment of Deferred Cash Account. The Bank
hereby agrees to establish, fund and maintain an account
(hereinafter referred to as the "Deferred Cash Account") to which
the Bank shall allocate an annual amount equal to four hundred
fifty-five one thousandths percent (.455%) of the pre-tax net
income of the Bank for each fiscal year of the Bank commencing
with the 1994 Fiscal Year ("Annual Cash Award"); provided,
however, that the allocation of an Annual Cash Award shall be
conditioned upon
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the achievement by the Bank during such fiscal year of such
goals, conditions and criteria as are set by the Boards of
Directors pursuant to Section 5 of this Agreement and that the
calculation of the amount of the Annual Cash Award to be made
each year shall be based upon such percentage of pre-tax net
income as is set each year by the Board of Directors. The pre-tax net income
of the Bank for each fiscal year shall be based upon the audited financial
statements of the Bank prepared for such fiscal year.
B. Investment. At Employee's request, the funds in
the Deferred Cash Account shall be invested by the Bank each year
in such investment vehicles as are proposed in writing by
Employee and approved by the Board of Directors. Earnings,
losses or other fluctuations in value on such investments as are
made by the Bank of the Deferred Cash Account shall be credited
to or debited from the Employee's cumulative Deferred Cash
Account. The Board of Directors shall not be required to make
any proposed investment and may at any time terminate its prior
approval of any investment (i) if such investment would violate
any federal or state regulatory rules or requirements applicable
to the Bank or (ii) if the Board of Directors, in its sole and
absolute discretion, determines that such investment is imprudent
or otherwise inadvisable. In the event that the Bank determines
that it will not make a proposed investment or terminates its
prior approval of an investment, and so notifies Employee,
Employee shall designate an alternate investment. If at any time
Employee has not requested an investment vehicle which the Board
of Directors has approved, the
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funds in the Deferred Cash Account shall be increased by
crediting the Deferred Cash Account with an annual rate of return
equal to the Bank's one (1) year certificate of deposit rate of
interest (based on the then value of the cumulative Deferred Cash
Account) as of the date hereof and adjusted as of each January
1st thereafter.
The Board of Directors shall not be liable to Employee for
the performance of or results with respect to any investments
undertaken or not approved pursuant to the terms hereof.
Employee expressly acknowledges and agrees that he will bear any
and all risk and will hold the Board of Directors harmless with
respect to the performance of any investment made by the Board of
Directors at the request of Employee pursuant to the terms of
this Agreement.
C. Timing of Allocations. In the event that the
goals, conditions and criteria as set by the Board have been met
for the prior fiscal year, the Bank shall, within thirty (30)
days after the availability of the information necessary to make
those determinations, make an allocation of the Annual Cash Award
to Employee's Deferred Cash Account. At the time of each such
allocation, the Bank shall provide Employee with a written
statement (the "Statement") indicating the amount that has been
credited to the Deferred Cash Account, the investments made, the
results with respect to such investments and the cumulative
balance in the Deferred Cash Account. The Bank shall make
investments from funds in the Deferred Cash Account as soon as is
practicable after the Employee submits a written selection of
investment and the
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Board of Directors approves such selection. For purposes of
crediting the annual rate of return, if applicable, the
allocation of funds attributable to each fiscal year shall be
credited to the Deferred Cash Account as of the first day of the
succeeding fiscal year.
D. Change to Annual Cash Award Formula. The Board of
Directors may, in its sole discretion, increase or decrease at
any time during any fiscal year the current percentage of pre-tax
net income upon which the Annual Cash Award for such fiscal year
is based in the event of a fundamental change in the nature of
and/or operations of the Bank, such as might result from a merger
or a public offering of stock.
E. Initial Award. As of the date of the execution of
this Agreement, Twelve Thousand Three Hundred Ninety-Seven
Dollars ($12,397.00) shall be allocated to the Deferred Cash
Account as the initial Annual Cash Award.
4. RESTRICTED STOCK PLAN.
A. In addition to establishing the Deferred Cash
Account, the Bank shall cause to be issued to Employee, for each
fiscal year of the Bank commencing with the 1994 Fiscal Year,
common stock of Monocacy Bancshares, Inc. ("Bank Stock"), valued
at eleven and one-half percent (11.5%) of Employee's base salary
as of the end of such fiscal year ("Annual Stock Award");
provided, however, that the issuance of the Annual Stock Award
shall be conditioned upon the achievement by the Bank during such
fiscal year of such goals, conditions and criteria as are set by
the Board
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of Directors pursuant to the provisions of Section 5 of this
Agreement and that the determination of the Annual Stock Award to
be made each year shall be based upon such percentage of base
salary as is set each year by the Board of Directors.
B. Timing of Stock Issuance. In the event that the
goals, conditions and criteria set by the Board have been met for
the prior fiscal year, the Bank shall cause to be issued to
Employee, within thirty (30) days after the availability of the
information necessary to make that determination, the appropriate
number of shares of Bank Stock constituting the Annual Stock
Award. At the time of each such issuance of Bank Stock, the Bank
shall include in the Statement the number of shares of Bank Stock
which are being issued to Employee.
C. Valuation. Each share of Bank Stock issued to
Employee pursuant to this Agreement shall be valued as of the
date of the issuance of such Bank Stock to Employee at that value
for Bank Stock established pursuant to a dividend reinvestment
plan adopted for Bank Stock by the Board of Directors of Monocacy
Bancshares, Inc. In the event that no value has been established
for Bank Stock pursuant to a dividend reinvestment plan, Bank
Stock issued to Employee pursuant to this Agreement shall be
valued at one and one-half (1.5) times the book value of such
shares as of the end of the fiscal year for which the Annual
Stock Award is issued.
D. Restrictions on Transfer. Employee shall not,
until such time that Employee's interest in the Bank Stock
acquired by
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Employee under this Agreement has fully vested as set forth in
Section 6.A., sell, hypothecate, pledge, assign, or otherwise
transfer, with or without consideration, any or all of such Bank
Stock to any person, corporation, partnership, association, trust
or any other entity whatsoever, except pursuant to the terms of
this Agreement. Any attempt at transfer made in contravention of
this Agreement shall be null and void and of no force and effect.
E. Voting and Dividend Rights. Employee shall have the
right to vote all shares of Bank Stock which he receives pursuant
to this Agreement. In the event that a dividend reinvestment
plan has been established by the Board of Directors of Monocacy
Bancshares, Inc., Employee shall participate in such dividend
reinvestment plan with respect to all shares of Bank Stock
received pursuant to this Agreement and all shares of Bank Stock
received pursuant thereto shall be subject to the restrictions
imposed on the underlying Bank Stock awarded pursuant to this
Agreement. In the event that no dividend reinvestment plan has
been established, Employee will receive and retain any cash
dividends (free of restrictions) declared and paid with respect
to shares of Bank Stock awarded pursuant to this Agreement. In
the event of a stock dividend, stock split, issuance of
additional stock or recapitalization, Employee shall receive the
additional Bank Stock subject to the same restrictions imposed on
the underlying Bank Stock awarded pursuant to this Agreement.
F. Prepayment Rights. The Board of Directors may, in
its sole discretion, cause the prepayment to Employee of any
number
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of shares of Bank Stock to be applied toward future Annual Stock
Awards to which Employee may become entitled. All shares of Bank
Stock that are prepaid to Employee shall be subject to the same
restrictions imposed on the shares distributed with respect to
the Annual Stock Awards.
G. Initial Award. As of the date of the execution of
this Agreement, 630 shares of Bank Stock, which are valued in
accordance with this Agreement at Twelve Thousand Three Hundred
Sixty-Three Dollars ($12,363.00), shall be issued to Employee as
the initial Annual Stock Award.
5. GOALS FOR ALLOCATION OF ANNUAL CASH AWARDS AND ISSUANCE
OF ANNUAL STOCK AWARDS. Prior to the beginning of each fiscal
year, the Board of Directors shall adopt a budget and such other
financial goals as it deems advisable. The Board shall then
provide Employee with a written description of those certain
goals, conditions and criteria within the budget and financial
goals which must be met in order for him to earn the Annual Cash
Award and Annual Stock Award, respectively. The Board of
Directors shall have absolute discretion to (i) identify and
determine the goals, conditions and criteria which must be met,
(ii) change the goals, conditions and criteria from year to year,
and (iii) set different goals, conditions and criteria to be met
to earn the Annual Cash Award and the Annual Stock Award,
respectively. In addition, the Board of Directors shall be the
sole and final arbiter in connection with any dispute as to
whether the goals, conditions and criteria set by the Board have
been met. In the event that the
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Board of Directors does not establish any goals, conditions and
criteria for purposes of the Annual Cash Award and/or the Annual
Stock Award in any year, the Bank shall not make an Annual Cash
Award and/or an Annual Stock Award, as appropriate, for any such
year.
6. VESTING.
A. General Rule. For each full year that Employee is
employed by the Bank after the end of the Restriction Period (as
hereinafter defined), Employee shall become conditionally vested
with respect to an amount equal to twenty percent (20%) of (i)
the Deferred Cash Account and (ii) the aggregate of the Annual
Stock Awards.
B. Vesting in the Event of Prepayment. In the event
of a prepayment of Bank Stock as described in Section 4.F.,
above, Employee shall become vested in the Bank Stock not based
upon the amount of any prepayment, but based upon the aggregate
of the Annual Stock Awards that Employee has earned pursuant to
the terms of this Agreement. For example, assume that the Bank
causes the prepayment to Employee of $250,000 in Bank Stock. If
thereafter Employee earns $20,000 in Bank Stock each year for ten
(10) years, Employee shall, at the end of year ten (10), have
earned a total of $200,000. His rights vest twenty percent (20%)
per year in each of years eight (8), nine (9), and ten (10), so
that at the end of year ten (10) Employee will be sixty percent
(60%) vested. At that time, however, Employee will be sixty
percent (60%) vested in the
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$200,000 that Employee has earned, not the $250,000 that was
prepaid.
C. Vesting In the Event of Change of Control. In the
event that the controlling interest in Monocacy Bancshares, Inc.
Is transferred in a merger, consolidation, corporate takeover or
similar transaction or related series of transactions,
notwithstanding any other provision of this Agreement to the
contrary, the employee shall become conditionally vested with
respect to an amount equal to 100% of (i) the Deferred Cash
Account and (ii) the aggregate of the Annual Stock Awards.
Thereafter, for purposes of Section 7, below, any termination of
the Employee's employment shall be deemed to have occurred after
the Restriction Period.
7. TERMINATION.
A. Termination During Restriction Period. If, during
the period ending on December 31, 2000 (the "Restriction
Period"), Employee's employment is terminated for any reason
except death or Disability, whether by Employee or the Bank, and
whether for Good Cause or without Good Cause, Employee shall
forfeit all rights to the Deferred Cash Account and shall sell,
and the Bank shall cause to be purchased, upon the terms
hereinafter set forth, all Bank Stock awarded to Employee
pursuant to this Agreement.
B. Termination After Restriction Period. If after the
Restriction Period, Employee's employment with the Bank is
terminated for Good Cause, Employee shall forfeit all rights to
the Deferred Cash Account and shall sell, and the Bank shall
cause to
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be purchased, upon the terms hereinafter set forth, all Bank
Stock awarded to Employee pursuant to this Agreement.
C. Retirement. In the event Employee's Retirement
occurs after the Restriction Period but prior to such time that
Employee has become fully vested, Employee shall forfeit his
rights to that portion of the Deferred Cash Account in which he
is not vested and shall sell, and the Bank shall cause to be
purchased, upon to the terms hereinafter set forth, that amount
of Bank Stock awarded to him in which he is not vested. In the
event Employee's Retirement occurs after Employee has become
fully vested, Employee shall retain all rights to the amount
accrued in the Deferred Cash Account and to all Bank Stock
awarded to Employee pursuant to this Agreement as of the date of
his Retirement.
D. Death or Disability. Notwithstanding anything to
the contrary contained herein, in the event Employee's employment
with the Bank terminates by reason of Employee's death or
Disability at any time, Employee or his estate, as the case may
be, shall retain all rights to the amount accrued in the Deferred
Cash Account and to all Bank Stock awarded to Employee pursuant
to this Agreement as of the date of his death or Disability.
E. No Awards After Termination. Allocations to the
Deferred Cash Account and issuances of the Annual Stock Awards
shall continue (provided the requisite conditions are met) until
the date of the termination of Employee's employment. No awards
shall be made to or for the benefit of Employee on or after the
termination of his employment with the Bank for any reason,
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including with respect to any part of a fiscal year preceding
such termination.
8. PAYMENT TERMS.
A. Distribution of Deferred Cash Account. Upon
Employee's death or Disability, the amount in the Deferred Cash
Account shall be paid in full, to Employee or his estate, as
appropriate, within sixty (60) days after the date of death or
Disability unless the Bank and Employee (or his estate) mutually
agree otherwise. Upon Employee's Retirement, the vested portion
of the Deferred Cash Account shall be paid in full, to Employee
within sixty (60) days after the date of Employee's Retirement
unless the Bank and Employee mutually agree otherwise. The Bank
may, in its sole and absolute discretion, make the payments
described in this Section 8.A to Employee in cash or by
transferring the assets in which the Deferred Cash Account is
invested. Employee shall have no right, title or interest in or
to any of the investment assets purchased by the Board of
Directors with funds from the Deferred Cash Account.
B. Repurchase of Bank Stock. The purchase price
payable to Employee upon a purchase and sale of Bank Stock
pursuant to the terms of Sections 7.A., 7.B., and 7.C., above,
shall be one cent ($.01) per share for each share of Bank Stock
being purchased, which amount shall be payable to Employee within
sixty (60) days after the date of Employee's termination of
employment. The effective date of the purchase of the Bank Stock
shall be the date of payment ("Effective Date") and all rights of
Employees as a
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stockholder of Monocacy Bancshares, Inc. with respect to the
shares of Bank Stock being transferred shall terminate at such
time. Employee hereby agrees to transfer, convey and assign the
shares of Bank Stock immediately on the Effective Date and hereby
appoints any officer of the Bank as his attorney-in-fact for the
purpose of executing an assignment of the shares of Bank Stock in
the event Employee fails to do so immediately upon the request of
the Bank and in accordance with this Agreement.
9. THE BANK'S OBLIGATIONS TO BE UNSECURED. It is
understood and agreed that the Bank's obligations with respect to
the Deferred Cash Account shall not be secured in any manner. No
asset of the Bank shall be placed in trust or in escrow or
otherwise physically or legally segregated for the benefit of
Employee, and the eventual payment of the Deferred Cash Account
described in this Agreement to Employee shall not be secured to
him by the issuance of any negotiable instrument of the Bank.
Employee shall not be deemed to have any property interest, legal
or equitable, in any specific asset of the Bank and, to the
extent that any person acquires any right to receive Deferred
Cash Account payments under the provisions of this Agreement,
such right shall be no greater than, nor shall it have any
preference or priority over, the right of any unsecured general
creditor of the Bank.
10. ALIENATION OR ENCUMBRANCE. No payments, benefits or
rights under this Agreement shall be subject in any manner to
anticipation, sale, transfer, assignment, mortgage, pledge,
encumbrance, charge or alienation by Employee. If any person
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entitled to any payments under this Agreement has become
insolvent, bankrupt, or has attempted to anticipate, sell,
transfer, assign, mortgage, pledge, encumber, charge or otherwise
in any manner alienate any amount payable to him under this
Agreement or there is any danger of any levy, attachment or other
court process or encumbrance on the part of any creditor of such
person entitled to payments hereunder, against any benefit or
other amounts payable to such person, the Bank may, in its
discretion, at any time, withhold any or all such payments or
benefits and apply the same for the benefit of such person, in
such manner and in such proportion as the Bank may deem proper.
11. NON-GUARANTEE OF EMPLOYMENT. The parties hereto
acknowledge the existence of that certain Employment Agreement by
and between Employee and the bank dated June 16, 1993 (the
"Employment Agreement"). Nothing contained in this Agreement
shall be construed as a contract of employment between the Bank
and Employee, or as a right of Employee to be continued in the
employment of the Bank or as a limitation of the right of the
Bank to discharge Employee, with or without cause. The rights
and obligations of the parties hereto are in addition to their
respective rights and obligations under the Employment Agreement,
and nothing set forth herein shall be construed to amend or
modify the Employment Agreement.
12. NOTICES. All communications or notices required or
permitted by this Agreement shall be in writing and shall be
deemed to have been given at the earlier of the date when
actually
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delivered to an individual party or to an executive officer of a
corporate party or when deposited in the United States mail,
certified or registered mail, postage prepaid, return receipt
requested, and addressed as follows, unless and until any of such
parties notifies the others in accordance with this Section 12 of
a change of address:
If to the Bank: Xxxxxx Xxxx, Chairman of the Board
Taneytown Bank & Trust Company
c/o Hull Company Accountants, Inc.
000 Xxxxxxxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
Xxxx X. Xxxxx, Vice Chairman of the Board
Taneytown Bank & Trust Company
c/o The Taney Corporation
0000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
With a copy to: Xxxxx X. Xxxxxxxx, Esquire
Levan, Schimel, Xxxxxx & Xxxxxxxx, P.A.
Woodmere I, Suite 400
0000 Xxxxxx Xxxx Xxxxxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
If to Employee: Xxxxxxx X. Xxxxxxxx, Xx.
000 Xxxxxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
13. STOCK CERTIFICATES. All Bank Stock acquired by
Employee under the terms of this Agreement shall conspicuously
bear the following legend.
The shares of stock represented by this certificate are
restricted as to transfer by the terms, conditions and covenants
of a Supplemental Retirement Plan Agreement between the
stockholder and Taneytown Bank & Trust Company dated the --- day
of ------- 1994, a copy of which is on file with the Corporation.
The Corporation will gratuitously furnish a copy of said
Agreement to any party having a valid interest therein. Any
attempted transfer of stock other than in accordance with said
Agreement shall be absolutely null and void.
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14. CHOICE OF LAW AND VENUE. This Agreement shall be
subject to and governed by the laws of the State of Maryland.
15. PARTIES TO BE BOUND. All the provisions hereof shall
be binding upon, and shall inure to the benefit of, the parties
themselves and their respective heirs, personal representatives,
successors and assigns. In addition, the obligation of the Bank
shall become the obligation of any other entity which constitutes
the transferee of a substantial portion of the assets and/or
business of the Bank or any other entity which is a successor to
the Bank in a merger of or consolidation of the Bank with or into
such other entity.
16. INTEGRATION. This Agreement sets forth (and is
intended to be an integration of) all the promises, agreements,
conditions, understandings, warranties and representations among
the parties hereto with respect to the terms of Employee's
supplemental retirement plan, and there are no promises,
agreements, conditions, understandings, warranties or
representations, oral or written, express or implied, among them
other than as set forth herein.
17. ALTERATION, AMENDMENT, OR TERMINATION. No change or
modification of this Agreement shall be valid unless the same is
in writing and signed by all the parties hereto. No waiver of
any provision of this Agreement shall be valid unless in writing
and signed by the person against whom it is sought to be
enforced. The failure of any part at any time to insist upon
strict performance of any condition, promise, agreement or
understanding set forth herein shall not be construed as a waiver
or relinquishment of the
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right to insist upon strict performance of the same condition,
promise, agreement or understanding at a future time.
18. ARBITRATION. Except as otherwise set forth herein, any
question or controversy arising under this Agreement shall be
settled by arbitration under the then existing rules of the
American Arbitration Association, and the decision of the
arbitrator shall be final and binding upon the parties (including
an award of costs of the arbitration which shall be paid by the
non-prevailing party, as determined by the arbitrator). The
arbitration shall be conducted by a single arbitrator in Xxxxxxx
County, Maryland.
19. CONSTRUCTION. Any titles, captions or paragraph
headings contained herein are inserted for purposes of
convenience and reference only, and shall not operate to define
or modify the portions of the text to which they relate.
20. SEVERABILITY. In case any provision of this Agreement
shall be held illegal, invalid or void, such illegality or
invalidity shall not affect the remaining provisions of this
Agreement, but shall be fully severable, and the Agreement shall
be construed and enforced as if said illegal or invalid
provisions had never been inserted herein.
21. FURTHER ASSURANCES. At any time and from time to time
after the date hereof, Employee shall be obligated to take all
reasonable steps and execute and deliver such consents, documents
and instruments which may be reasonably necessary or desirable to
effectuate or evidence the assumption of obligations hereunder or
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to perform the agreement contemplated hereby. Without limiting
the generality of the foregoing, Employee shall execute and
deliver such consents or other documents as may be necessary to
register shares of Bank Stock under a dividend reinvestment plan
established by Monocacy Bancshares, Inc.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement under seal as of the day and year first above written.
WITNESS/ATTEST: TANEYTOWN BANK & TRUST COMPANY
By: /s/ Xxxxxx X. Xxxx (SEAL)
--------------- ----------------------
Xxxxxx X. Xxxx
Chairman of the Board
--------------- By: /s/ Xxxx X. Xxxxx (SEAL)
----------------------
Xxxx X. Xxxxx
Vice-Chairman of the Board
WITNESS:
--------------- /s/ Xxxxxxx X. Xxxxxxxx, Xx. (SEAL)
------------------------------
Xxxxxxx X. Xxxxxxxx, Xx.
