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EXHIBIT 10.9c
SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT (hereinafter this "Agreement") is entered
into on this 2nd day of March , 1998, by and between Xxxxx X. Xxxxxxxx,
now residing at 0000 Xxxxxxxxxxx Xxx, Xxxxxxxx, Xxxxxxxx 00000, (the
"Employee") and Suburban Bank of Maryland, 0000 Xxxxxxxx Xxxxxx Xxxxx,
Xxxxxxxxx, Xxxxxxxx, 00000, (the "Employer").
RECITAL
The Employee is employed as Senior Vice President of Suburban Bank
of Maryland. This Agreement is intended to supplement the existing terms of
such employment by providing the terms and conditions under which the Employer
shall pay severance compensation to the Employee. For all purposes of this
Agreement, unless otherwise indicated, all references to the "Employer" shall
be construed to include Suburban Bancshares, Inc. or any successor entity or
organization of Suburban Bank of Maryland or Suburban Bancshares, Inc. (or any
parent, subsidiary or affiliate of either such entity or its successor).
NOW THEREFORE, the parties, intending to be legally bound, agree as
follows:
1. SEVERANCE PAYMENT. In the event that the Employee's employment is
terminated or, if the Employee is employed under a written agreement
with a specified term, not renewed by the Employer at the next
opportunity for termination or non-renewal, as a result of any merger
or buy-out or change in control of the Employer, the Employer shall
continue to pay to the Employee his or her base compensation
(exclusive of bonus or incentive compensation and exclusive of
benefits) for a period of Six (6) months following the date of such
termination or non-renewal (the "Severance Period").
2. EVENTS OF DISQUALIFICATION. Notwithstanding the foregoing provisions
of paragraph 1, the Employee shall be disqualified from receiving such
severance compensation in any of the following events.:
(a) ACCEPTANCE OF EMPLOYMENT. In the event that the Employee
accepts new or continued employment from the Employer,
regardless of the compensation level, benefits or other terms
or conditions of such employment;
(b) REJECTION OF EQUIVALENT EMPLOYMENT. In the event that the
Employee is offered new or continued employment with the
Employer at a level of compensation and with benefits
equivalent to or better than those then governing his or her
employment and at a location within Fifty (50) miles of the
Employer's current address; or
(c) VIOLATION OF COVENANT. In the event that the Employee
violates any term or provision of the Covenants of the
Employee provided in paragraph 3, below.
3. COVENANTS OF THE EMPLOYEE.
(a) NON-DISPARAGEMENT, NON-DISCLOSURE AND NON-SOLICITATION.
Throughout the term of the Employee's employment and the
Severance Period thereafter (together defined as the "Covenant
Period") the Employee covenants and agrees that he or she:
(1) Shall not directly or indirectly disparage the
business of the Employer, nor disclose any
information relating to the Employer's business,
processes, trade secrets, procedures, computer
software or any other information learned as an
employee of the Employer, to any person, firm or
corporation;
(2) Shall not directly or indirectly discuss or disclose
to any other person, firm or corporation the names of
past, present or future customers or employees of the
Employer, where such discussion or disclosure is
undertaken for the purpose of soliciting the banking
business of any such customer or soliciting the
employment of any such employee.
(b) PROPRIETARY INFORMATION. The Employee acknowledges that in
the course of his or her employment, the Employee
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will be making use of, acquiring and adding to the Employer's
confidential and proprietary information of a special and
unique nature and value relating to such matters as, but not
limited to the Employer's business operations, internal
structure, financial affairs, programs, software systems,
procedures, manuals, confidential reports, and sales and
marketing methods, as well as the amount, nature and type of
services, equipment and methods used an preferred by the
Employer's suppliers, and customers, all of which shall be
deemed to be confidential information. The Employee
acknowledges that such confidential information has been and
will continue to be of central importance to the business of
the Employer and that disclosure of it or its use by others
could cause substantial loss to the Employer. In
consideration of his anticipated and thereafter continued
employment by the Employer, upon acceptance hereof, the
Employee agrees that during the entire period of his
employment with the Employer, and upon and after leaving the
employ of the Employer for any reason whatsoever, the Employee
shall not, for any purpose whatsoever, directly or indirectly,
divulge, reveal, report, publish, transfer, or disclose to any
person or entity any of such confidential information which
was obtained by the Employee as a result of the Employee's
employment with the Employer, nor shall the Employee reveal to
any person or entity any trade secrets of the Employer, but
the Employee shall hold all of the same confidential and
inviolate.
(c) PROPERTY OF THE EMPLOYER. All contracts, agreements, forms,
financial books, records, instruments and documents, supplier
lists, memoranda, data, reports, programs, software, tapes,
rolodexes, telephone and address books, letters, research,
listings, programming, and any other instruments, records or
documents relating or pertaining to the Employer (hereinafter
referred to as "Records") shall at all times be and remain the
property of the Employer. Upon termination of the Employee's
employment with the Employer for any reason whatsoever, the
Employee shall return to the Employer all Records (whether
furnished by the Employer, by a third party or prepared by the
Employee), and the Employee shall neither make nor retain any
copies of any such Records after such termination.
(d) INVENTIONS AND CREATIONS. All inventions and other creations,
whether or not patentable or copyrightable, and all ideas,
reports and other creative works, including, without
limitation, innovations, manuals or other materials, made or
conceived in whole or in part by the Employee while employed
by the Employer, which relate in any manner whatsoever to the
business, existing or proposed of the Employer or any other
businesses or research development effort in which the
Employer or any of its subsidiaries or affiliates engages
during the Employee's employment by the Employer, will be
disclosed promptly by the Employee to the Employer and shall
be the sole and exclusive property of the Employer.
4. BREACH; REMEDIES.
(a) RIGHT TO CURE; DEFAULT. In the event either party shall be
alleged to be in breach of this Agreement, written notice
shall be given by the other party and a Thirty (30) day
opportunity to cure shall be provided. After such Thirty (30)
day cure period, if the breach is not cured and remains as
alleged, the breaching party shall be deemed in default and
this Agreement may be terminated by written notice to the
breaching or defaulting party.
(b) INJUNCTIVE RELIEF. In the event of a breach of this
Agreement, the Employer shall be entitled to injunctive relief
restraining the Employee form taking or continuing any action
which would constitute a breach of the covenants contained
herein. Such injunctive remedies shall not be exclusive and
shall be in addition to any and all other remedies which may
be available to the Employer at law or equity, including,
without limitation, the recovery of direct, indirect,
incidental, consequential and/or punitive damages.
5. ENTIRE AGREEMENT: This Agreement represents the entire agreement of
the parties relating to the services of the Employee. All prior
negotiations between the parties are merged into this Agreement and
there are no understandings or agreements other than those
incorporated herein.
6. MISCELLANEOUS.
(a) SEVERABILITY; COURT ENFORCEMENT. The parties hereto covenant
and agree that to the extent any provisions or portion of this
Agreement shall be held, found or deemed to be unreasonable,
unlawful or unenforceable, by any Court of law, then the
parties hereto expressly covenant and agree that any such
provision or portion thereof shall be modified to the extent
necessary in order that any such provision or portion thereof
shall be legally enforceable to the fullest extent
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permitted by applicable law and that any court of competent
jurisdiction shall, and the parties hereto do hereby expressly
authorize any court of competent jurisdiction to, enforce any
such provision or portion thereof or to modify any such
provision thereof shall be enforced by such court to the
fullest extent permitted by applicable law.
(b) WAIVER. The Employer and the Employee each reserve the right
to waive any of the terms of this Agreement which benefits the
party waiving same. Any such waiver must be in a writing
signed by the party waiving the same.
(c) CHOICE OF LAW. It is the intention of the parties hereto that
this Agreement shall be governed by the laws of the State of
Maryland.
(d) SUCCESSORS. The terms of this Agreement shall inure to the
benefit of and be binding upon the Employer, its successors
and assigns, and upon the Employee, his heirs, guardians and
personal and legal representatives.
(e) GENDER. The use of the masculine gender herein shall be
deemed to be or include the feminine gender, wherever
appropriate.
(f) NOTICES. All notices, demands and other communications
hereunder shall be in writing and shall be deemed to have been
duly given if delivered personally or if sent registered or
certified mail, return receipt requested, properly addressed
and postage prepaid to the addresses set forth hereinabove.
(g) 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 shall constitute one and the same
instrument.
(h) HEADINGS. The Section and paragraph headings used herein are
for convenience and reference only and shall not enter into
the interpretation hereof.
(i) REPRESENTATION BY COUNSEL. The parties hereto acknowledge
that Xxxxxxx X. Xxxxx, of the law firm, XxXxxxx, Xxxxx,
Xxxxxxxx & Xxx, X.X., Xxxxx 000, 0000 Xxx Xxxx, Xxxxxxxxx,
Xxxxxxxx 00000 has acted as counsel to the Employer in this
matter. The parties hereto acknowledge that the Employee, for
the purposes of this Agreement, has sought and obtained, or
acknowledges his right and opportunity to seek and obtain the
advise of his independent legal counsel with regard to the
contents and interpretation of this Agreement and each party
hereto is fully and independently apprised of the meaning and
legal effect of this Agreement.
(j) MODIFICATIONS. There shall be no modifications or amendment
of this Agreement except by written amendment hereto signed by
both parties.
IN WITNESS WHEREOF this Agreement has been executed by the parties of
the day and year first above written.
WITNESS/ATTEST: SUBURBAN BANK OF MARYLAND
/s/ /s/
Xxxxx X. Xxxxxx By: Xxxxxxxx X. Xxxxx, Xx.
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Xxxxxxxx X. Xxxxx, Xx., Chairman
/s/ /s/
Xxxxx X. Xxxxxx Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, Employee
