Exhibit 10.1
EMPLOYMENT AGREEMENT BETWEEN
TANEYTOWN BANK & TRUST COMPANY AND
XXXXXXX X. XXXXXXXX, XX.
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (hereinafter referred to as the
"Agreement") is made this 16th day of June, 1993, effective as of
January 1, 1993 (the "Effective Date"), by and between TANEYTOWN
BANK & TRUST COMPANY, a Maryland corporation (hereinafter
referred to as the "Employer"), and XXXXXXX X. XXXXXXXX, XX.
(hereinafter referred to as the "Employee").
WITNESSETH
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WHEREAS, the Board of Directors of the Employer has
determined that it is to the advantage and interest of the
Employer to avail itself of Employee's services in connection
with the business of the Employer; and
WHEREAS, Employee desires to accept employment with the
Employer upon the terms and conditions contained herein.
NOW THEREFORE, in consideration of the premises and the
mutual covenants herein set forth, the parties do hereby covenant
and agree as follows:
1. AGREEMENT.
This Agreement constitutes the entire understanding
of the parties relating to the transactions outlined herein and
conclusively supersedes all prior writings and understandings,
whether oral or written, with respect hereto.
2. DEFINITIONS.
Unless otherwise expressly stated herein, the
following words or phases shall be defined as set forth below:
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A. Good Cause. "Good Cause" shall be deemed to
exist upon written notice from the Board of Directors 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 Employer's business affairs;
(2) Employee's breach of any material provision
of this Agreement;
(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 hereof;
(5) Employee's failure to follow directions,
policies, rules or procedures established from time to time by
the Board of Directors of the Employer; or
(6) the Employee's suspension or other
disciplinary action by any duly constituted governmental or other
authority regulating the banking industry.
Nothwithstanding 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 upon only thirty (30) days
prior written notice from the Employer of the occurrence of such
events and the Employee's failure to cure the same to the
satisfaction of the Board of Directors within the thirty (30) day
period. Nothwithstanding the foregoing, no such prior notice
shall be
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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 this
Agreement by reason of illness or incapacity, as determined by
the Board of Directors of the Employer in its sole and absolute
discretion; provided that Employee shall be considered disabled
for purposes hereof as of the onset of the illness or incapacity
if he is reasonably anticipated, as of such date of onset, to be
unable, by reason of such illness or incapacity, to perform full-time
services for a period in excess of thirty (30) consecutive
days.
3. EMPLOYMENT AND DUTIES.
The Employer hereby employs Employee and Employee hereby
accepts employment upon the terms and conditions hereinafter set
forth. Employee agrees to devote his best efforts and full
business time to rendering services as Executive Vice-President/Chief Operating
Officer of the Employer or in such other positions as he may hold with the
Employer. Employee agrees that he will not engage in any other gainful
occupation during the term of this Agreement without the prior written
consent of the Employer. Nothing contained herein shall be
construed, however, to prevent Employee from trading, for his own
account and benefit, in stocks, bonds, securities, real estate,
commodities or other forms of investments. The Employee shall
perform assigned work in a
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competent, professional and timely manner. Employee, in the
discharge of his responsibilities, will at all times act in good
faith and use his best efforts to comply with applicable
provisions of federal and Maryland law and regulations. In
addition, Employee agrees to comply with the Employer's policies,
rules and regulations, as determined from time to time by the
Board of Directors of the Employer.
The parties hereto acknowledge and agree that it is
anticipated that Employee will be elected to serve as President
of the Employer effective January 1, 1994. However,
notwithstanding the foregoing, Employee acknowledges that he
shall only become the President of Employer at such time as the
Board of Directors of Employer, in its sole and absolute
discretion, properly adopts an appropriate resolution electing
Employee to serve as President of the Employer.
4. EMPLOYEE AS PRESIDENT.
(a) In the event that the Employee is not elected by
the Board of Directors to serve as President of the Employer on
or before January 1, 1994, either party may provide the other,
during the period commencing on January 1, 1994 and ending
January 31, 1994, with thirty (30) days written notice of the
termination of this Agreement.
(b) In the event that Employee is elected by the
Board of Directors to serve as President of the Employer on or
before January 1, 1994 and (i) thereafter the controlling
interest in the Employer is transferred in a merger,
consolidation, corporate
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takeover or similar transaction or related series of transactions
(the "Change Event"), and (ii) within thirty (30) days after the
occurrence of the Change Event the Employee is notified that he
will not continue to serve as President of the Employer or its
successor, either party may provide the other, within thirty (30)
days after the date of such notification, with thirty (30) days
written notice of the termination of this Agreement.
(c) In the event of a termination of this Agreement
by either party pursuant to Section 4(a) or 4(b) above, (i) the
Employee shall not be obligated to repay the unvested portion of
the Relocation Bonus as defined in Section 14 below, and (ii) the
restrictions contained in subparagraphs (i), (ii), (iii) and (iv)
of Section 12(a) below shall not apply.
5. TERM.
The initial term of this Agreement shall begin on the
Effective Date hereof and shall continue for a period of two (2)
years thereafter ("Initial Term"), or until terminated as
provided herein (including as set forth in Section 4 or 11
hereof). This Agreement shall be subject to automatic renewal
for successive one (1) year periods, subject to the terms and
conditions set forth in this Agreement, unless either party
notifies the other in writing at least one hundred eighty (180)
days prior to termination of the then current term of the party's
desire to terminate this Agreement. The Initial Term and each
renewal of this Agreement shall be collectively referred to as
the "Term."
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6. COMPENSATION.
In consideration of and for the services rendered by
the Employee under this Agreement, the Employer shall pay the
Employee a base salary of One Hundred Seven Thousand Five Hundred
Dollars ($107,500.00) per annum, as well as such additional
salary and bonuses as may be determined in accordance with the
policies for determination of salary and bonuses established by
the Employer's Board of Directors from time to time.
7. FRINGE BENEFITS.
During the Term of this Agreement, the Employee shall
be entitled to all fringe benefits offered generally to the
Employer's executive employees, as determined by the Board of
Directors from time to time, subject to the rules and regulations
in effect regarding participation in such benefit plans. In
addition, the Board of Directors of Employer shall consider
alternative non-qualified retirement plans for the benefit of the
Employee; provided that the parties acknowledge that the Board
shall retain complete discretion to adopt only such plan as it
deems advisable, if any.
8. BUSINESS EXPENSES.
The Employee is authorized to incur reasonable
expenses in connection with the business of the Employer,
including dues and subscriptions for professional organizations
and periodicals, travel and entertainment expenses. Any such
expenses shall be subject to any requirements or limitations
imposed by the Board of Directors of the Employer. To the extent
practicable, fees for
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professional seminars and post-graduate courses, expenses
incurred in attending professional meetings and coventions as
necessary in order to be fully and currently informed as to new
developments in the field of banking and other similar items
shall be approved in advance by the Chairman of the Board of
Directors or the Chairman of the Executive Committee of the
Employer.
The Employer will reimburse Employee for the expenses
incurred pursuant to this Section 8, unless such expenses have
been paid directly by the Employer, upon presentation by Employee
of an itemized account of such expenditures in a manner
prescribed and authorized by the Employer.
9. VACATION.
The Employee shall be entitled to twenty (20) working
days per calendar year paid vacation, to be taken at such times
as determined by the Employee and approved by the Board of
Directors of the Employer; provided that if the Employee fails to
fully take such vacation in any calendar year, any unused
vacation time may only be carried forward from year to year with
the prior written approval of the Employer's Chairman of the
Board or Chairman of the Executive Committee. Upon termination
of the Employee's employment, Employer shall be paid for any
accrued but unused vacation time except in the event that
Employee terminates his employment with Employer or fails to
renew this Agreement or Employer terminates the employment of
Employee due to circumstances or for reasons constituting Good
Cause. For purposes of this Section 9, Good Cause shall be
deemed to exist only if the Board of
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Directors reasonably determines that any of the events listed in
Section 2.A. above have occurred. Attendance at seminars
approved in advance by the Board of Director shall not be
chargeable against the vacation time provided for hereinabove.
10. DISABILITY.
If the Employee is unable to perform his services by
reason of Disability, as defined in Section 2.B. hereof, he shall
be entitled to receive salary continuation payments (but only for
so long as he shall remain so disabled) as follows:
(a) During the first ninety (90) days of Disability,
the Employee shall receive an amount equal to One Hundred Percent
(100%) of the compensation to which he would have otherwise been
entitled as hereinabove provided in Section 6, reduced by any
insurance benefits received by the Employee from disability
insurance purchased by the Employer.
(b) After ninety (90) days of Disability, the Employee
shall no longer receive any compensation from the Employer.
If the Employee is unable to perform the services
required hereunder by reason of Disability for a period exceeding
ninety (90) continuous days, this Agreement may be terminated at
the end of such ninety (90) day period in the sole and absolute
discretion of the Board of Directors without further liability on
the part of either of the parties hereto; provided, however, that
the purposes of this Section 10, the restrictions set forth in
Section 12 hereinbelow shall remain in full force and effect.
Notwithstanding the foregoing, however, the provisions of
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subparagraphs (i), (ii), (iii) and (iv) of Section 12(a) shall be
of no further force and effect unless the Board of Directors
reasonably determines that Disability exists as defined in
Section 2.B.
11. TERMINATION.
(a) Notwithstanding any provision of this Agreement
to the contrary, this Agreement may be terminated by the Employer
(acting through its Board of Directors) effective immediately for
Good Cause, as defined herein.
(b) Upon the termination of this Agreement for Good
Cause or otherwise, Employee shall return all records, files,
documents and other written materials of the Employer and shall
have no further involvement in or access to the Employer's
customer files, records or affairs. He shall thereafter have no
further professional duties to perform for the Employer or any of
its customers. Employee shall thereupon immediately remove
himself and his personal effects from the Employer's premises.
(c) If Employee's employment is terminated as
provided for herein, Employee shall not be entitled to any sums
other than those expressly provided for hereunder or under the
terms of any employee benefit plan or other agreement to which
Employee is a party or participant.
12. RESTRICTIVE COVENANT.
(a) Covenant Not to Compete. During the Term of
this Agreement, and for a period of two (2) years after
termination of employment (with or without cause), Employee will
not, directly or
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indirectly, either as an individual or as a proprietor,
stockholder, partner, officer, director, employee, agent,
consultant or independent contractor of any individual,
partnership, corporation or other entity (excluding an ownership
interest of one percent (1%) or less in the stock of a publicly
traded company):
(i) become employed by, participate in, or be
connected in any manner with the ownership, management,
operation, or control of any bank, savings and loan or other
similar financial institution if Employee's responsibilities will
include providing banking or other financial services in Xxxxxxx
County or Xxxxxx County or any other county or city in which the
Employer maintains an office as of the date of the termination of
the Employee's employment or if Employee regularly conducts
business in or from an office or branch in Xxxxxxx County or
Xxxxxx County or any other county or city in which Employer has
an office or branch as of the date of the termination of the
Employee's employment; or
(ii) participate in any way in hiring or otherwise
engaging, or assist any other person or entity in hiring or
otherwise engaging, on a temporary, part-time or permanent basis,
any individual who was employed by Employer during the one (1)
year period immediately prior to the termination of the
Employee's employment; or
(iii) assist, advise, or serve in any capacity,
representative or otherwise, any third party in any action
against the Employer or transaction involving the Employer; or
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(iv) sell, offer to sell, provide banking or
other financial services, assist any other person in selling or
providing banking or other financial services, or solicit or
otherwise compete for, either directly or indirectly, any orders,
contracts, or accounts for services of a kind or nature like or
substantially similar to the services performed or products sold
by the Employer (the preceding hereinafter referred to as
"Services"), to or from any person or entity from whom Employee
or the Employer provided banking or other financial services,
sold, offered to sell or solicited orders, contracts or accounts
for services, during the one (1) year period
immediately prior to the termination of the Employee's
employment; or
(v) divulge, disclose, or communicate to
others in any manner, whatsoever, any confidential information of
the Employer, including, but not limited to, the names and
addresses of customers of the Employer, as they may have existed
from time to time or of any of the Employer's prospective
customers, work performed or services rendered for any customer,
any method and/or procedures relating to projects or other work
developed for the Employer, earnings or other information
concerning the Employer. The restrictions contained in this
subparagraph (v) apply to all information regarding the Employer,
regardless of the source who provided or compiled such
information. Notwithstanding anything to the contrary, the terms
of this subparagraph (v) shall not be limited to the two (2) year
restriction set forth above and all information referred to
herein shall not be disclosed unless and
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until it becomes known to the general public from sources other
than Employee.
(b) Remedies. In the event of a breach or a
threatened breach by Employee of any provision of these
restrictions, Employee recognizes the substantial and immediately
harm that a breach or threatened breach will impose upon the
Employer, and further recognizes that in such event monetary
damages may be inadequate to fully protect Employer.
Accordingly, Employee consents to Employer's entitlement to such
ex parte, preliminary, interlocutory, temporary or permanent
injunctive, or any other equitable relief, protecting and fully
enforcing Employer's rights hereunder and preventing Employee
from further breaching any of his obligations set forth herein.
Employee expressly waives any requirement, based on any statute,
rule of procedure, or other source, that Employer post a bond as
a condition of obtaining any of the above-described remedies.
Nothing herein shall be construed as prohibiting Employer from
pursuing any other remedies available to Employer at law or in
equity for such breach or threatened breach, including the
recovery of damages from Employee. Employee expressly
acknowledges and agrees that: (i) the restrictions set forth in
this Section 12 are reasonable, in terms of scope, duration,
geographic area, and otherwise, (ii) the protections afforded
Employer in this Section 12 are necessary to protect its
legitimate business interest, (iii) the restrictions set forth in
this Section 12 will not be materially adverse to Employee's
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ability to obtain gainful employment comparable to Employee's
employment with the Employer, and (iv) his agreement to observe
such restrictions forms a material part of the consideration for
this Agreement.
(c) Overbreadth of Restrictive Covenant. It is the
intention of the parties that if any restrictive covenant in this
Agreement is determined by a court of competent jurisdiction to
be overly broad, then the court should enforce such restrictive
covenant to the maximum extent permitted under the law as to
area, breadth and duration.
(d) Notwithstanding anything to the contrary
contained herein, the restrictions contained in subparagraphs
(i), (ii) and (iii) and (iv) of Section 12 (a) shall not apply in
the event that the Employer terminates the employment of the
Employee or the Employer fails to renew this Agreement upon the
expiration of the Initial Term or any renewal term, unless such
termination or non-renewal is due to circumstances or for reasons
constituting Good Cause. For purposes of this Section 12(d)
only, Good Cause shall be deemed to exist only if the Board of
Directors reasonably determines that any of the events listed in
Section 2.A. above have occurred.
13. EMPLOYEE COVENANT.
Employee shall not during the Term of this Agreement or
at any time thereafter divulge, disclose or communicate to others
in any manner whatsoever, information or statements which
disparage
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or are intended to disparage the Employer and its business
reputation.
14. RELOCATION ASSISTANCE.
(a) Employer and Employee hereby acknowledge and agree
that in connection with his employment hereunder, the Employee
will use reasonable good faith efforts to move his primary
residence to the Westminster community of Xxxxxxx County,
Maryland as soon as is practicable and to sell his current
primary residence in Xxxxxx County, Maryland which is the
property currently known as 000 Xxx Xxx Xxxxxxx Xxxxx, Xxxxxxxx,
Xxxxxxxx 00000 (the "House"). Employer and Employee further
acknowledge and agree that the cost of the House was Four Hundred
Nine Thousand Two Hundred Thirty Five Dollars ($409,235.00) and
that the House was originally listed for sale at a price of Three
Hundred Ninety-Nine Thousand Dollars ($399,000.00). Employee
acknowledges that in order to expedite the sale of the House,
Employee has and shall reduce the sale price of the house on or
after the following dates as follows:
$379,000 February 1, 1993
$359,000 April 1, 1993
$349,000 June 1, 1993
$329,000 July 1, 1993
In addition, Employee agrees that he will offer the
selling agent a bonus of $5,000 if the House is sold prior to
June 1, 1993. In the event that the Employee sells the House for
less than $409,235.00 (based upon the gross contract price
unreduced by any costs or expenses of sale), Employer hereby
agrees that it will
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pay a bonus to Employee at the time of closing of the sale of the
house, in that amount by which $409,235.000 exceeds the gross
contract sale price that Employee receives for the House (the
"Relocation Bonus"). Employee agrees that with respect to the
sale of the House, Employee and the buyer shall allocate and pay
any points, taxes and similar closing costs in a commercially
reasonable manner.
(b) Upon thirty (30) days prior written notice at any
time after the date hereof, the Employer may require the Employee
to move to the Westminster community of Xxxxxxx County, Maryland
prior to the end of such thirty (30) day period. The Employee
may move to the Westminster community of Xxxxxxx County,
Maryland, at any time of his own volition and shall give the
Employer thirty (30) days prior written notice thereof. In
either event, if the House has not previously been sold as of the
time the Employee moves, the Employer shall purchase the House at
the later to occur of (i) when the Employee moves and (ii) the
end of the thirty (30) days notice period for a price payable at
closing equal to Three Hundred Ninety-Six Thousand Nine Hundred
Fifty-Eight Dollars ($396,958.00) (which is the difference
between Four Hundred Nine Thousand Two Hundred Thirty-Five
Dollars ($409,235.00) and the three percent (3%) real estate
commission which would have been paid by the Employee on a sale
at that price) (the "Employer Purchase Price"). Notwithstanding
the foregoing, the Employer shall not be required to purchase the
House pursuant to this paragraph (b) prior to September 30, 1993
unless the Employee has
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moved prior to such date upon the demand of the Employer as
herein provided. For so long as the House remains unsold or the
Employer owns the House, Xxxxxxx Xxxxxxxx shall use diligent good
faith efforts to market the House and shall serve as the listing
agent for the House at the Employer's option. By her joinder
herein, Xxxxxxx Xxxxxxxx hereby expressly waives her right to
receive a commission upon the purchase and/or sale of the House
whether by the Employer or a third party. If the Employer
purchases the House pursuant to this subsection (b), the
Relocation Bonus shall be that amount by which the Employer
Purchase Price exceeds the Employer Disposition Price (as herein
defined). The Employer Disposition Price shall be the net amount
received by the Employer, after reduction for all out-of-pocket
costs and expenses, upon the Employer's sale of the House in the
event that the Employer purchases the House pursuant to this
subsection (b).
(c) For each full year that Employee is employed by
the Employer from and after January 1, 1993, the Employee shall
be fully vested with respect to an amount equal to twenty percent
(20%) of the Relocation Bonus. For purposes of this Section 14,
"Year" shall be defined as a period of twelve (12) consecutive
months. In the event that Employee's employment with the
Employer terminates for any reason prior to January 1, 1998,
Employee shall repay the unvested portion of the Relocation Bonus
to the Employer upon the terms set forth in subsection (d) below;
provided, however, that the Employee or the Employee's estate, as
appropriate, shall not be obligated to repay the unvested portion
16
of the Relocation Bonus upon the termination of the Employee's
employment by reason of the Employee's death or Disability, the
Employer's termination of Employee's employment or the Employer's
failure to renew this Agreement after the Initial Term or any
renewal term, unless such termination or non-renewal is due to
circumstances and for reasons related to the Employee's
unsatisfactory job performance or with Good Cause.
(d) From and after the termination of the Employee's
employment hereunder, the unvested portion of the Relocation
Bonus will bear interest at an annual rate equal to the prime
rate announced in the Wall Street Journal (Eastern Edition), plus
one percent (1%), which rate shall be adjusted on each January 1.
The unvested portion of the Relocation Bonus shall be amortized
and repaid over a ten (10) year period by the payment of one
hundred twenty (120) equal monthly installments of principal and
interest (provided that the monthly installment shall be adjusted
on each date that the interest rate changes in order to continue
to provide for the amortization of the obligation over the
remaining portion of the ten (10) year term). The unvested
portion of the Relocation Bonus may be prepaid at anytime, in
whole or in part, without the prior written consent of the
Employer and without penalty. The Employee's spouse, Xxxxxxx
Xxxxxxxx, has joined herein for the purpose of agreeing that
Employee and Xxxxxxx Xxxxxxxx shall be jointly and severally
liable to the Employer for the repayment of the unvested portion
of this Relocation Bonus.
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(e) Notwithstanding the foregoing provisions of this
Section 14, the parties acknowledge that the Board of Directors
of the Employer shall have the right to modify the terms and
conditions set forth above as may be deemed necessary or
appropriate in order to comply with federal or state regulatory
requirements, including, but not limited to, Federal Reserve
Board Regulation O.
15. INSURANCE.
The Employer may purchase life insurance and/or
disability insurance on the Employee to protect its interests
hereunder. All policies so purchased shall name the Employer as
beneficiary. The Employee shall cooperate with the Employer in
obtaining such insurance, including, but not limited to, by
completing such applications and documents as are required by the
insurers and submitting to physical examinations, if necessary.
16. ENFORCEMENT OF PROVISIONS.
The failure of Employer or Employee at any time to
enforce any of the provisions of this Agreement, or any right
with respect thereto, will in no way be construed to be a waiver
of such provisions or rights or in any way to affect the validity
of this Agreement. The exercise by either party thereto of any
rights under the term or covenants herein shall not preclude or
prejudice the exercising thereafter of the same or any other
rights under this Agreement.
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17. RECORDS.
All records pertaining to customers of Employer, including
but not limited to work papers, receipts, financial reports and
statements, applications, statements, records of fees, xxxxxxxx
and payment of fees and all personnel records pertaining to
compensation and expenses of Employee within the scope of his
employment shall at all times be the property of Employer.
18. 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 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 18 of a
change of address:
If to Employer: Xxxxxx Xxxx, Chairman of the Board
Taneytown Bank & Trust Company
c/o Hull Company Accounts, 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
Leven, Schimel, Xxxxxx & Xxxxxxxx, P.A.
Woodmere I, Suite 400
0000 Xxxxxx Xxxx Xxxxxxx
Xxxxxxxx, Xxxxxxxx 00000-0000
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If to Employee: Xxxxxxx X. Xxxxxxxx, Xx.
000 Xxx Xxx Xxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
19. INVALID PROVISION.
The invalidity or unenforceability of any particular
provision of this Agreement shall not affect the other provisions
hereof, and the Agreement shall be construed in all respects as
though such invalid or unenforceable provisions were omitted.
20. INTERPRETATION.
This Agreement shall be interpreted in accordance with
the laws of the State of Maryland, exclusive of its conflicts of
law provisions.
21. MODIFICATION.
This Agreement may be changed, modified or amended only
by an agreement in writing signed by the parties.
22. HEADINGS.
The section headings herein are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.
23. ASSIGNMENT.
The rights and obligations of Employer undre this
Agreement shall inure to the benefit of and be ginding upon the
successors and assigns of Employer. This Agreement being for the
personal services of Employee, shall not be assignable nor
delegable by him.
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24. COUNTERPARTS.
This Agreement may be executed simultaneously in any
number of counterparts, each of which shall be deemed an
original, but all of which shall together constitute one and the
same document.
25. ARBITRATION.
Any question or controversy arising under this
Agreement shall be settled by arbitration, except any action
seeking equitable relief initiated by Employer pursuant to
Section 12 above, 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.
26. COSTS OF BREACH.
The parties agree that the non-breaching party shall be
entitled to all attorneys' fees, court costs and other expenses
incurred by the non-breaching party as a result of any breach by
Employer or employee of any covenant, agreement, term condition
or obligation contained in this Agreement.
27. WITHHOLDING FUNDS; RIGHT TO OFFSET AND APPLY PAYMENTS.
In the event that Employee shall owe an obligation of
any type whatsoever to Employer at any time during the Term or
after termination hereof, and shall not have paid such obligation
as and when the same became due and payable, Employee hereby
expressly
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authorizes Employer to withhold or deduct an amount equal to said
obligation from any wages due to Employee from Employer. for
purposes of this provision, wages shall mean any remuneration,
compensation, bonus, commission, and/or fringe benefit provided
in return for services provided by Employee. In addition,
notwithstanding the terms of any other agreement or obligation
between Employer and Employee, any amounts due under any
agreement or obligation to Employee, including under the terms
set forth herein, including wages shall first be applied and
offset against any money owed by Employee to Employer.
28. SURVIVAL.
Except as otherwise expressly set forth herein, the
provisions of Sections 12, 13, 14, 25, 26 and 27 of this
Agreement shall survive the termination of this Agreement for any
reason.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement under seal the day and year first above written.
ATTEST: TANEYTOWN BANK & TRUST COMPANY
By: /s/ Xxxxxx Xxxx
-------------------------- ----------------------------(SEAL)
Xxxxxx Xxxx, Chairman of
the board
By: /s/ Xxxx X. Xxxxx
-------------------------- ----------------------------(SEAL)
Vice Chairman of the Board
WITNESS:
/s/ Xxxxxxx X. Xxxxxxxx, Xx.
-------------------------- ----------------------------(SEAL)
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JOINDER
The undersigned xxxxxx herein to evidence her agreement to
be bound by the provisions of Section 14 of the foregoing
Employment Agreement.
WITNESS:
/s/ Xxxxxxx Xxxxxxxx
------------------------ ---------------------------(SEAL)
