EXHIBIT 10.2
EMPLOYMENT AGREEMENT
XXXX X. XXXXXX
This EMPLOYMENT AGREEMENT is made this 19th day of December, 1996 between
COUNTY NATIONAL BANK, a Maryland Corporation (the "Employer") and Xx. Xxxx X.
Xxxxxx ("Employee"). In consideration of the mutual covenants recited herein,
the parties agree as follows:
1. EMPLOYMENT. The Employer employs the Employee and the Employee accepts
employment upon the terms and conditions of this agreement.
2. TERM. The initial term of this agreement shall be two years to begin on
January 1, 1997 (the "Anniversary Date") and shall be renewed for an additional
period of two years on each Anniversary Date thereafter provided neither party
submits a notice of termination thirty days prior to any Anniversary Date.
3. DUTIES. The Employee is engaged as Executive Vice President of the Bank
located in Glen Burnie, Maryland.
4. COMPENSATION. For all services rendered by the Employee, the Employer
shall pay to the Employee the following compensation:
A. A base salary of $100,000 a year, payable in equal bi-weekly
installments on the normal pay day as established by the Employer. Salary
payments shall be subject to withholding and other applicable taxes. The
Employee is entitled to receive annual merit increases based on performance
reviews that shall become additions to the base salary.
B. The Employee may be entitled to receive a discretionary annual
bonus from the Bank based on criteria set forth by the Board of Directors.
5. EMPLOYEE BENEFITS. The Employer will provide the employee with benefits
as shall be provided from time to time to other senior officer employees and on
the same terms and conditions as applicable to such other employees.
6. TERMINATION.
A. Death. This agreement shall immediately terminate upon the death of
the Employee, in which event the Employer shall not thereafter be obligated to
make any further payments hereunder other than amounts accrued as of the date of
the Employee's death and amounts payable to Employee under insurance policies on
the life of the Employee maintained by the Employer.
B. Disability. In the event the Employee becomes, in the good faith
opinion of the Board of Directors, incapable of performing his duties due to
physical or mental illness, the Bank may terminate the Employee's employment
upon not less than five (5) days notice. Upon such termination, the Bank shall
not thereafter be obligated to make any further payments other than amounts
accrued as of the date of termination. Thereafter, the Employee will be eligible
for such payments as may be provided by the Bank's disability plans.
C. Termination only for Cause. Employment hereunder shall terminate
immediately if the Employer discharges Employee for cause, in which event the
Employer shall not be obligated to make any further payments hereunder other
than amounts accrued as of the date of termination. "Cause" shall include only
the following:
(i) Employee's fraud, misappropriation, or embezzlement.
(ii) Employee's material violation of any provision of this Agreement;
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(iii) Employee's conviction of a felony;
D. If the Employer terminates the Employee without such cause, the
Employee shall continue to receive all compensation and Employee benefits for
twenty-four (24) months following any such termination. Further, if the Employer
terminates Employee without cause and fails to pay the compensation and benefits
described herein, Employer shall pay the Employee's reasonable attorney fees and
cost in pursuing his legal remedies to obtain the twenty-four (24) months of
compensation and benefits which the Employer is required to pay under this
contract.
E. If the Employee wishes to terminate employment prior to the end of
the term, and upon written notice of resignation, a departure date will be
agreed upon by mutual agreement. Upon such termination, the Bank shall not
thereafter be obligated to make any further payments other than amounts accrued
as of the date of termination.
8. WAIVER OF BREACH. The waiver by the Employer of a breach of any
provision of this Agreement by the Employee shall not operate or be construed as
a waiver of any subsequent breach by the Employee. No waiver shall be valid
unless in writing and signed by an authorized officer of the Employer.
9. ASSIGNMENT. The Employee acknowledges that the services to be rendered
by him are unique and personal. Accordingly, the Employee may not assign any of
his rights or delegate any of his duties or obligations under this Agreement.
The rights and obligations of the Employer under this Agreement shall inure to
the benefit of and shall be binding upon the successors and assigns of the
Employer.
10. NOTICES. All notices hereunder shall be in writing and either
delivered in person or mailed by registered or certified mail, return receipt
requested, to the Employee at the
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Employee's address as it appears on the Bank's records and to County National
Bank, directed to the attention of the Chairman of the Board, and shall be
deemed given when so delivered or mailed.
11. ENTIRE AGREEMENT. This Agreement contains the entire understanding of
the parties. It may not be changed orally but only by an agreement in writing
signed by the party against whom enforcement of any waiver, change,
modification, extension, or discharge is sought.
12. BINDING EFFECT. Subject as aforesaid, this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, personal representatives, successors and assigns. If
any provision of this Agreement shall become illegal or unenforceable, in whole
or in part, for any reason whatsoever, the remaining provisions shall
nevertheless be deemed valid and binding.
13. APPLICABLE LAW. This Agreement is made pursuant to and shall be
governed, construed and enforced in all respects and for all purposes in
accordance with the laws of the State of Maryland.
14. ARBITRATION. Any dispute or controversy arising under or in connection
with this Agreement or in any manner associated with Employee's employment shall
be settled exclusively by arbitration in Maryland, in accordance with the rules
of the American Arbitration Association then in effect.
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IN WITNESS WHEREOF the parties have executed this Agreement on December
19, 1996.
EMPLOYEE COUNTY NATIONAL BANK
/s/ Xxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxx
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Xxxx X. Xxxxxx Xxxxx X. Xxxx
Executive Vice President Chairman of the Board
Attest: /s/ Attest: /s/
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