Exhibit 10.1
THIS AGREEMENT, made this 29 day of November, 1988, by and between
Peninsula Trust Bank, party of the first part, herein referred to as "Bank", and
X. X. Xxxxxxxxx, party of the second part, herein referred to as "Bank Officer".
R E C I T A L S
(a) Bank Officer is employed as President and C.E.O. of
Peninsula Trust Bank and has been instrumental in the planning and organization
of said Bank.
C O V E N A N T S
In consideration of the mutual covenants and undertakings herein set
forth, the parties hereto do agree as follows:
1. Bank Officer shall be entitled to receive from Peninsula Trust
Bank the sum of One Hundred and Fifty Thousand Dollars ($150,000) in the event
the Bank, acting either through its shareholders or its Board of Directors,
sells or disposes of the controlling interest in the corporation to a
conglomerate or bank holding company (as said term is defined in Article I of
Title 6.1 of the Code of Virginia, as amended) with the result that the Bank is
either 50% or more owned or controlled by such entity, provided that the Bank
Officer is at the time of said transaction then employed as the President and
C.E.O. (or equal or higher ranking position) of the Bank and elects to thereupon
terminate his employment and not become re-employed with any such surviving
entity or subsidiary thereof or any affiliate or related company thereof for a
period
of at least one year after disbursement of such amount above. Such sum of money
shall be in addition to any and all other forms and amounts of compensation to
which the Bank Officer is at that time entitled and paid.
2. Bank Officer shall be entitled to the payment of said
additional compensation, described in Covenant #1 above, either upon demand /
lump sum, or in such increments or installments as he shall request in writing,
periodically over a period not to exceed three (3) years. Such payment shall be
considered a contract right and a part of the Bank Officer's estate in the event
of his death between the time the benefit is earned, accrued, or conferred and
the time the total amount ($150,000) has been paid in full.
3. This agreement does not give Bank Officer any vested right
in any benefit payable by Bank or to continued employment with Bank, except as
may be negotiated by Bank Officer individually with the surviving entity. Bank
Officer shall remain in the employ of the Bank at the discretion of the Board of
Directors of Bank and this agreement shall in no way restrict, limit or impair
the right or privilege of Bank, through its Board of Directors to contract with
Bank Officer concerning employment and to change and modify such terms of
employment or to terminate employment of Bank Officer.
4. Payment of the $150,000 additional compensation stated above
shall be dependent upon the sale price of the Bank being at least equal to one
hundred and seventy-five percent (175%) of or 1-3/4 times the then current "book
value" of the Bank's common stock as
determined by the independent accounting firm being utilized by the Bank at the
time of such sale of the Bank.
5. As incentive for the Bank Officer to remain in the employ of
the Bank and as protection for the Bank from the Bank Officer leaving the Bank's
employ absent a sale of the Bank as defined above, the Bank Officer covenants
with the Bank that, should he voluntarily leave the employ of the Bank without
there being any such sale of the Bank heretofore described, he will not become
employed with and work in any office of any financial institution (bank, savings
bank, savings and loan association, or credit union) which is located in
Gloucester, Xxxxxxx, or Middlesex Counties. This covenant shall become null and
void in the event the Bank is sold as described above.
WITNESS the following signatures and seals as of the day and year first
above written (November Twenty-ninth, Nineteen hundred & Eighty eight).
ATTEST: Peninsula Trust Bank (Bank)
/s/ Xxxxxxx X. Xxxxx By /s/ Xxxxxx X. Xxxxxxx, Xx.
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/s/ X. X. Xxxxxxxxx
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X. X. Xxxxxxxxx (Bank Officer)
