Exhibit 10.14
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of __________________, between THE COLUMBIA
BANK, a Maryland trust company and a principal subsidiary of COLUMBIA BANCORP, a
Maryland corporation, (the "Bank"), and Xxxxxxx X. Xxxxxxx. (the "Executive").
The Employment Agreement dated as of December 9, 1996, between the Bank as
successor in interest to Suburban Bank of Maryland and the Executive, is hereby
terminated effective with the execution of this Employment Agreement.
W I T N E S S E T H:
- - - - - - - - - -
The Executive will serve as the Executive Vice President - Washington
Region of the Bank and will possess an intimate knowledge of the business and
affairs of the Bank. The Bank recognizes the Executive's contribution to the
organization and its predecessor by merger, Suburban Bank of Maryland, growth
and success of the Bank and desire to enter into an employment agreement with
the Executive in order to assure to the Bank the benefits of the Executive's
expertise and knowledge. The Executive, in turn, desires to enter into full-
time employment with the Bank on the terms provided herein.
Accordingly, in consideration of the mutual covenants and representations
contained herein and the mutual benefits derived herefrom, the parties hereto
agree as follows:
1. Full-Time Employment of Executive.
----------------------------------
1.1. Duties and Status.
-----------------
(a) The Bank hereby engages the Executive as a full-time
executive employee for the period (the "Employment Period") specified in
paragraph 4.1, and the Executive accepts such employment, on the terms
and conditions set forth in this Agreement. During the Employment Period,
the Executive shall exercise authority and perform executive duties as an
Executive Vice President of the Bank.
(b) During the Employment Period, the Executive shall (i) not
engage in consulting work or any trade or business for his own account or
for or on behalf of any other person, firm or corporation which competes,
conflicts or materially interferes with the performance of his duties
hereunder in any way and (ii) accept such additional office or offices to
which he may be elected by the Board of Directors of the Bank, provided
that the performance of the duties of such office or offices shall be
consistent with the scope of the duties provided for in paragraph 1.1(a).
(c) The Executive shall be required to perform the services and
duties provided for in paragraph 1.1(a) only at the principal office of
the Bank in Columbia, Maryland, or at such other locations acceptable to
the Executive. The Executive shall be entitled to vacation, leave of
absence, and leave for illness or temporary disability in accordance with
the policies to be established for the Bank, which shall be similar to
those commonly offered at comparable
banking institutions, and any leave on account of illness or temporary
disability shall not constitute a breach by the Executive of his
agreements hereunder.
1.2. Compensation and General Benefits. As compensation for his
---------------------------------
services under this Agreement, the Executive shall be compensated as
follows:
(a) The Bank shall pay the Executive an annual salary which is not
less than the greater of (i) a base salary of $150,000.00 per annum, or
(ii) any subsequently established higher annual base salary. Such salary
shall be payable in periodic equal installments which are no less
frequent than monthly. Such salary shall be subject to normal periodic
review at least annually for increases based on the salary policies of
the Bank and contributions to the enterprises.
(b) The Executive shall be entitled to participate in such
pension, profit sharing, stock incentive, stock option, stock purchase,
incentive, group and individual disability, group and individual life,
survivor income, sickness, accident, dental, medical or health insurance
and other plans of the Bank which are in effect immediately prior to the
effective date of this Agreement or in any other or additional benefit
programs, plans or arrangements of the Bank which may be established by
the Bank, as and to the extent any such benefit programs, plans or
arrangements are or may from time to time be in effect, as determined by
the Bank and terms hereof. The Bank shall neither (i) terminate or amend
any benefit program, plan or arrangement of the Bank pursuant to which
the Executive, or his dependents, beneficiaries or estate, is or shall be
entitled to benefits, nor (ii) terminate or amend any formula or method
set forth in any benefit program, plan or arrangement of the Bank
pursuant to which the amount and type of benefits to which the Executive,
or his dependents, beneficiaries or estate, is or shall be entitled
thereunder are determined, if such termination or amendment would in any
way modify or deprive the Executive, or his dependents, beneficiaries or
estate, of any benefits to which he, or his dependents, beneficiaries or
estate, is or shall be entitled under any benefit program, plan or
arrangement of the Bank, unless (a) the Executive expressly consents in
writing to such termination or amendment or (B) the amendment is required
by law or regulation and the Bank shall, to the extent necessary,
provide, pay or provide for payment of amounts equal to any benefits lost
or reduced by such amendment. Throughout the period of his employment
hereunder, the Executive shall be entitled to the receipt of any personal
benefits from the Bank at the Bank's expense including, but not limited
to, any other perquisites provided by the Bank to executives with
comparable authority or duties. The term "benefit programs, plans, or
arrangements of the Bank" as used in this Agreement refers to the matters
in this paragraph 1.2(b).
2. Competition; Confidential Information. The Executive and the Bank
-------------------------------------
recognize that due to the nature of his association with the Bank and of his
engagements hereunder, and the relationship of the Executive to the Bank, both
in the past as an organizer and in the future hereunder, the Executive has had
access to and has acquired, will have access to and will acquire, and has
assisted in and may assist in developing, confidential and proprietary
information relating to the business and operations of the Bank and its
affiliates, including, without limiting the generality of the foregoing,
information with respect to its present and prospective systems, customers,
agents, accounts, deposits, loans, and sales and marketing methods. The
Executive acknowledges that such information has been and will continue to be of
central importance to the business of the Bank and its affiliates and that
disclosure of it to or its use by
others could cause substantial loss to the Bank. The Executive and the Bank also
recognize that an important part of the Executive's duties will be to develop
goodwill for the Bank and its affiliates through his personal contact with
customers, agents and others having business relationships with the Bank and its
affiliates, and that there is a danger that this goodwill, a proprietary asset
of the Bank and its affiliates, may follow the Executive if and when his
relationship with the Bank is terminated. The Executive accordingly agrees as
follows:
2.1. Non-Competition.
---------------
(a) During the Non-Competition Period, the Executive will
not, directly or indirectly, either individually or as owner, partner,
agent, employee, consultant or otherwise, except for the account of
and on behalf of the Bank or its affiliates ("affiliates" is defined
solely for purposes of this paragraph 2 as "Columbia Bancorp and its
subsidiaries"), engage in any activity competitive with the business
of the Bank or its affiliates, nor during the Non-Competition Period
will he, in competition with the Bank or its affiliates, solicit or
otherwise attempt to establish for himself or any other person, firm
or entity, any business relationships with any person, firm or
corporation which was, at any time during the Non-Competition Period,
(i) a state or national bank, (ii) a bank holding company, or (iii) a
direct or indirect subsidiary of a state or national bank or a bank
holding company, in each case which has its principal operations
located in Xxxxxx County, Xxxxxxxxxx County and Prince George's
County, Maryland or within a 15 mile radius of the principal office of
the Corporation in Columbia, Maryland, excepting both the City of
Baltimore and Washington, D.C.
(b) The Non-Competition Period shall commence on the date
of this Agreement and shall terminate on:
(i) The date of the termination of the Employment
Period; or
(ii) If the Executive resigns in circumstances other
than those described in paragraph 4.3(a)(ii), two years
after the date of such resignation; provided, however, that
if the Executive resigns during a Change in Control Period
in circumstances other than those described in paragraph
4.3(a)(ii), the Non-Competition Period shall terminate on
the date of such resignation; or
(iii) If the Executive is terminated for cause (as
defined in paragraph 4.3(b)), two years after the date of
such termination for cause.
(c) Nothing in this paragraph 2 shall be construed to prevent
the Executive from owning, as an investment, not more than 1% of a
class of equity securities issued by any issuer and publicly traded
and registered under Section 12 of the Securities Exchange Act of
1934.
2.2. Trade Secrets. The Executive will keep confidential any trade
-------------
secrets or confidential or proprietary information of the Bank and its
affiliates which are now known to him or which hereafter may become
known to him as a result of his employment or association with the
Bank and shall not at any time directly or indirectly disclose any
such information to any person, firm or corporation, or use the same
in any way other than in connection with the business of the Bank or
its affiliates during and at all times after the expiration of the
Employment Period. For purposes of this Agreement, "trade secrets or
confidential or proprietary information" means information unique to
the Bank or any of its affiliates which has a significant business
purpose and is not known or generally available from sources outside
the Bank or any of its affiliates or typical of industry practice.
3. Bank's Remedies for Breach. It is recognized that damages in the
--------------------------
event of breach of paragraph 2 by the Executive would be difficult, if not
impossible, to ascertain, and it is therefore agreed that the Bank, in addition
to and without limiting any other remedy or right it may have, shall have the
right to an injunction or other equitable relief in any federal or state court
of competent jurisdiction in the State of Maryland, enjoining any such breach,
and the Executive hereby waives any and all defenses he may have on the ground
of lack of jurisdiction or competence of the court to grant such an injunction
or other equitable relief. The existence of this right shall not preclude any
other rights and remedies at law or in equity which the Bank may have. In the
event the Bank seeks an injunction against the Executive and lose, then the Bank
shall be liable for damages and for any legal fees incurred by the Executive in
defending the action.
4. Employment Period.
-----------------
4.1. Duration. The Employment Period shall commence on the date of
--------
this Agreement (the "Effective Date") and shall continue until the
earlier of (i) the close of business on the date which is two years
after the date on which, during the Employment Period, the Bank gives
written notice of termination to the Executive or the Executive gives
written notice of termination to the Bank but not later than the close
of business on [65/th/ Birthday] (ii) termination of this Agreement
(as defined in paragraph 4.3(a)), (iii) death of the Executive, (iv)
total disability of the Executive (as defined in paragraph 4.3(c)),
(v) resignation of the Executive in circumstances other than those
described under paragraph 4.3(a)(ii), or (vi) discharge of the
Executive for cause (as defined in paragraph 4.3(b)).
4.2. Payments after Employment Period.
--------------------------------
(a) In the event of a termination of this Agreement under
paragraph 4.1(ii), the Bank shall pay to the Executive and
provide him with the following:
(i) During the remainder of the Employment Period
(determined without regard to paragraph 4.1(ii)), but not
less than one year following the occurrence of any event of
termination under paragraph 4.1(ii), the Bank shall continue
to pay the Executive his salary at the rate and as required
by paragraph 1.2(a) and in effect immediately prior to the
date of termination plus (in any year after the first year)
an annual bonus payable at the time or times customary
during the Employment Period, which bonus shall be
equivalent to a certain percentage of his salary paid to him
by the Bank for each such year during the remainder of the
Employment Period (determined without regard to paragraph
4.1(ii) but with regard to paragraphs 4.1(iii) and (iv)),
such percentage to be equal to the average of the percentage
of his salary which his annual bonus represented during each
of the three years immediately preceding termination of this
Agreement.
(ii) During the remainder of the Employment Period
(determined without regard to paragraph 4.1(ii) but with
regard to paragraphs 4.1(iii) and
(iv)), the Executive shall continue to be treated as an
executive (at the level provided for in paragraph 1.1(a))
under all of the benefit programs, plans or arrangements of
the Bank described in paragraph 1.2(b). In addition, the
Executive shall continue to be entitled to all benefits and
service credits for benefits under all of the benefit
programs, plans or arrangements of the Bank described in
paragraph 1.2(d) as if he were still employed during such
period under this Agreement.
(iii) If, despite the provisions of subparagraph (ii)
above, benefits, service credits, or the right to accrue
further benefits or service credits under any benefit
programs, plans or arrangements of the Bank described in
paragraph 1.2(b) shall not be payable or provided to the
Executive, or his dependents, beneficiaries and estate,
because he is not longer an employee of one or both of the
Bank, the Bank shall, to the extent necessary, provide, pay
or provide for payment of equivalent benefits, service
credits and rights to accrue further benefits or service
credits to or for the benefit of the Executive, his
dependents, beneficiaries and estate.
(b) In the event of a termination of this Agreement under
paragraph 4.1(ii), the Executive in his discretion may elect,
within 60 days after such termination, to be paid a lump sum or
other agreed severance allowance in lieu of termination
payments provided for in paragraph 4.2(a) in an amount of cash
which shall be negotiated and agreed upon in writing between
the Executive and the Bank. Among the forms which the severance
allowance may take, if negotiated and agreed upon in writing
between the Executive and the Bank, shall be payment of equal
installments to the Executive the present value of which,
computed at the time required by Section 4999 of the Internal
Revenue Code of 1986 (the "Code"), is below the threshold
necessary to trigger applicability of Section 4999 of the Code
which imposes a nondeductible excise tax on any recipient of an
"excess parachute payment" equal to 20% of the amount of such
payment. In the event that the Executive makes an election
pursuant to this paragraph 4.2(b), the severance allowance
shall represent the present fair market value of the amount of
salary, bonuses and all benefit programs, plans and
arrangements of the Bank which the Executive would be entitled
to during the Employment Period (determined without regard to
paragraph 4.1(iii)) under this Agreement. Upon the date that
the Bank and the Executive enter into a written agreement
providing for a severance payment, the Bank's obligations to
the Executive pursuant to paragraph 4.2(a) shall terminate. In
the event that the Executive and the Bank are unable to
negotiate a mutually satisfactory agreement concerning the
amount of a severance payment pursuant to this paragraph
4.2(b), then the Executive shall receive termination payments
and benefits as provided in paragraphs 4.2(a). Payments made
under this paragraph 4.2(b) shall continue notwithstanding the
subsequent death or disability of the Executive.
(c) In the event of a termination of this Agreement under
paragraph 4.1(iii), (i) the Bank shall pay the Executive's
estate an amount equal to six months' salary at the rate and as
required by paragraph 1.2(a) and in effect immediately prior to
the date of death, (ii) the Bank shall continue benefits under
the Bank's sickness, accident or
health insurance for a period of six months following death of
the Executive for those dependents and beneficiaries of the
Executive who were covered by such programs, plans or
arrangements at the date of the Executive's death, and (iii)
the Executive's dependents, beneficiaries and estate, as the
case may be, will receive such survivor and other benefits as
they may be entitled under the terms of the benefit programs,
plans, and arrangements described in paragraph 1.2(b) which
provide benefits upon death of the Executive.
(d) In the event of a termination of this Agreement under
paragraph 4.1(iv), (i) the Bank shall pay the Executive an
amount equal to six months' salary at the rate and as required
by paragraph 1.2(a) and in effect immediately prior to the date
of total disability, (ii) the Bank shall continue benefits
under the Bank's sickness, accident and health insurance for
two years following the date of total disability for the
Executive and his dependents and beneficiaries who are covered
by such programs, plans and arrangements during the two-year
period; and (iii) the Executive, and his dependents,
beneficiaries and estate, as the case may be, will receive such
benefits as they may be entitled under the terms of the benefit
programs, plans, and arrangements described in paragraph 1.2(b)
which provided benefits upon total disability of the Executive.
(e) In the event of a termination of this Agreement under
paragraph 4.1(v) or (vi), the Executive, and his dependents,
beneficiaries and estate, as the case may be, will receive such
benefits as they may be entitled under the terms of the benefit
programs, plans, and arrangements of the Bank described in
paragraph 1.2(b) which provide benefits upon retirement,
resignation or discharge for cause, as the case may be.
(f) The Executive shall not be required to mitigate the
amount of any payment provided for in this paragraph 4.2 by
seeking employment or otherwise, nor shall the amount of any
payment provided for in this paragraph 4.2 be reduced by any
compensation or remuneration earned by the Executive as the
result of employment by another employer, or self-employment,
or as a partner, after the date of termination or otherwise.
Any payment provided for in this paragraph 4.2 shall be deemed
"liquidated damages" rather than a "penalty."
4.3. Definitions. The following words shall have the specified
------------
meanings when used in the paragraphs specified:
(a) In paragraphs 4.1(ii), 4.2(a) and (b) and 5, the term
"termination" means termination (i) by the Bank of the
employment of the Executive with the Bank for any reason other
than death or total disability of the Executive or other than
for cause, or (ii) by resignation of the Executive due to a
significant change in the nature or scope of his authorities or
duties from those contemplated in paragraph 1.1, a reduction in
total compensation from that provided in paragraph 1.2, or the
breach by the Bank of any other provision of this Agreement.
(b) In paragraphs 4.1(vi) and 4.3(a)(i), the term "cause"
means (i) substantiated fraud, or substantiated
misappropriation resulting in material damage to the property
or business of the Bank; conviction for commission of a felony;
(ii) continuance of either willful and repeated failure or
grossly negligent and repeated failure by the Executive to
perform his duties in compliance with this Agreement after
written notice to the Executive by the Board of Directors
specifying such failure, provided that such "cause" shall have
been found by a majority vote of the Board of Directors of the
Bank (who are not serving as a designee of a person having an
interest in excess of 25% of the outstanding stock of Columbia
Bancorp) after at least 10 days' written notice to the
Executive specifying the cause proposed to be claimed and after
an opportunity for the Executive to be heard at meetings of
such Board of Directors; or (iii) a continued violation of
paragraph 2 after written notice to the Executive by the Board
of Directors specifying such violation and providing the
Executive the opportunity to cease such violation within 20
days from the date of receipt by the Executive of such notice.
(c) In paragraphs 1.1(c), 4.1(iv), 4.2(d) and 4.3(a)(i),
the term "total disability" means total disability as defined
in the Bank's group and individual disability plans. If there
is no such plan, then "total disability" means total disability
as defined in the Executive's individual disability policy, and
if there is no such policy, as defined in the group disability
plan for the law firm of Piper & Marbury l.l.p., 00 Xxxxx
Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000.
4.4. (a) If prior to the first anniversary date of this Agreement,
the Executive resigns for any reason, the Bank will pay, or cause to
be paid, to the Executive an amount equal to one times the Executive's
annual base salary immediately before the Executive's resignation.
(b) Such payment shall be made in one lump sum within 15
business days after the Executive's resignation.
5. Payments for Termination or Resignation after a Change in
---------------------------------------------------------
Control.
--------
5.1. Definitions.
-----------
(a) A "Change in Control," as used in this Agreement, shall be
deemed to have occurred when:
(i) Any person (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended, and the regulations
promulgated thereunder) is or becomes the beneficial owner, directly
or indirectly, of 25% or more of the voting equity stock of Columbia
Bancorp, or any person (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended, and the
regulations promulgated thereunder) other than Columbia Bancorp is or
becomes the beneficial owner, directly or indirectly, of 25% or more
of the Common Stock of the Bank; or
(ii) Any person (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended, and the
regulations promulgated thereunder) gains control of the election of a
majority of the Board of Directors of Columbia Bancorp, or any person
(as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of
1934, as amended, and the regulations promulgated thereunder) other
than Columbia Bancorp gains control of the election of a majority of
the Board of Directors of the Bank; or
(iii) Any person (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended, and the
regulations promulgated thereunder) gains control of the management or
policies of the Bank; or
(iv) the Bank consolidates with, or merges with or into, another
entity (including a corporation, bank, partnership, trust,
association, joint venture, pool, syndicate, sole proprietorship,
unincorporated organization or any other form of entity not
specifically listed herein) or sells, assigns, conveys, transfers,
leases or otherwise disposes of all or substantially all of its
assets, or another such entity consolidates with, or merges with or
into, the Bank, in any such event pursuant to a transaction in which
the issued and outstanding shares of the voting equity stock of the
Bank are converted into or exchanged for cash, securities or other
property; or
(v) during any consecutive two-year period, individuals who at
the beginning of such period constituted the Board of Directors of the
Bank (together with any directors who are members of the Board of
Directors on the date hereof and any new directors whose election by
such Board of Directors or whose nomination for election by the
stockholders of the Bank was approved by a vote of 66-2/3% of the
directors then still in office who were either directors at the
beginning of such period of whose election or nomination for election
was previously so approved) cease for any reason to constitute a
majority of the Board of Directors of the Bank then in office.
(b) A "Change in Control Period" shall mean the period
commencing 90 days before a Change in Control and ending 365 days
after such Change in Control.
5.2. Amount of Payments. Except as provided in paragraph 5.2(e), and
------------------
in lieu of amounts payable under paragraph 4, the Bank will pay the
Executive the following amounts in the following circumstances:
(a) (i) If the Executive is terminated by the Bank in the
circumstances described under paragraph 4.3(a)(i), or if the Executive
resigns during a Change in Control Period in the circumstances
described under paragraph 4.3(a)(ii), or if during a Change in Control
Period the Executive resigns in circumstances other than those
described under paragraph 4.3(a)(ii) without having been offered an
employment agreement the terms of which are comparable to those of
this Agreement, the Bank will pay, or cause to be paid, to the
Executive: (a) if the Executive's termination or resignation occurs
before the Executive has attained the age of 63 years, an amount equal
to two times the sum of (i) the Executive's annual base salary
immediately before the Change in Control and (ii) the average of the
bonuses paid to the Executive over the past three years (including
years in which no bonus was awarded); or (b) if the Executive's
termination or resignation occurs on or after the Executive has
attained the age of 63 years, an amount equal to the amount set forth
in paragraph 5.2(a)(i)(a) multiplied by a fraction, the numerator of
which shall be 730 minus the number of days which have passed since
the Executive's 63rd birthday, and the denominator of which shall be
730.
(ii) Such payment shall be made in one lump sum within 15
business days after the Executive's termination or resignation.
(b) (i) If the Executive resigns during a Change in Control
Period in circumstances other than those described under paragraph
4.3(a)(ii) after having been offered an employment agreement the terms
of which are comparable to those of this Agreement, the Bank will pay,
or cause to be paid, to the Executive: (a) if the Executive's
resignation occurs before the Executive has attained the age of 64
years, an amount equal to the sum of (i) the Executive's annual base
salary immediately before the Change in Control and (ii) the average
of the bonuses paid to the Executive over the past three years
(including years in which no bonus was awarded); or (b) if the
Executive's resignation occurs on or after the Executive has attained
the age of 64 years, an amount equal to the amount set forth in
paragraph 5.2(b)(i)(a) multiplied by a fraction, the numerator of
which shall be 365 minus the number of days which have passed since
the Executive's 64th birthday, and the denominator of which shall be
365.
(ii) Such payment shall be made in one lump sum within 15
business days after the Executive's resignation.
(c) Except as provided in paragraph 5.2(e), if the Executive is
terminated by the Bank or resigns as described in paragraph 5.2(a), or
resigns as described in paragraph 5.2(b), the Executive shall continue
to receive all health, life, and disability insurance benefits
available to him pursuant to paragraph 1.2(b) of this Agreement
immediately before such termination or resignation. The Executive
shall continue to receive such benefits until the earliest of (a) such
time as the Executive shall have been receiving substantially similar
insurance benefits for six months under subsequent employment, (b) 24
months after the date of a termination or resignation described in
paragraph 5.2(a) or 12 months after the date of a resignation
described in paragraph 5.2(b), or (c) such date as the Executive shall
have attained the age of 65 years.
(d) All options granted to the Executive under the Bank's stock
option award arrangements providing for the granting of options to
acquire common stock to founders, directors and key employees shall
immediately become fully vested in the event of a Change in Control.
(e) The Executive is to receive no payments under paragraph
5.2(a) or (b) and no benefits under paragraph 5.2(c) if the Executive
is terminated during a Change in Control Period after having already
attained the age of 65 years, or if the Executive is terminated by the
Bank during a Change in Control Period upon the death or total
disability of the Executive or for cause. In an instance of death or
total disability of the Executive, however, the Executive and his
dependents, beneficiaries and estate shall receive any benefits
payable to them under paragraphs 4.2 (c) and 4.2 (d).
(f) Notwithstanding the foregoing, in the event that any of the
amounts payable to the Executive under paragraph 5.2 would, if made,
cause the Executive to have tax under Section 4999 of the Code, the
Executive may elect, at his discretion, to reduce the amount payable
to him under paragraph 5.2(a) or (b) by an amount such that the
aggregate after-
tax amounts the Executive will receive under paragraph 5.2 will be
equal to the aggregate after-tax amounts the Executive would receive
without the reduction he elected (i.e., the aggregate amounts after
the application of the tax under Section 4999 of the Code and other
taxes)."
6. Legal Costs. If (i) the Bank shall fail to pay or provide
-----------
for payment of any amounts required to be paid or provided for hereunder at any
time, (ii) the Executive desires to consult with or retain counsel as to any
possible breach by the Bank of this Agreement or as to any of his rights under
this Agreement, or (iii) the Executive desires to retain counsel to review or
negotiate the terms of this Agreement prior to the effective date of this
Agreement, the Executive shall be entitled to consult with counsel, and the Bank
agree to pay the reasonable fees and expenses of independent counsel for the
Executive in reviewing or negotiating this Agreement, advising him or in
bringing any proceedings, or in defending any proceedings, involving the
Executive's rights under this Agreement, such right to reimbursement to be
immediate upon the presentment by Executive of written xxxxxxxx for such
reasonable fees and expenses. The Executive shall be entitled to receive
interest (at the prime rate of interest established from time to time at The
First National Bank of Maryland) on any payments of such expenses, or any other
payments under this Agreement, that are overdue.
7. Notices. Any notice, requests, demands and other
-------
communications provided for by this Agreement shall be sufficient if in writing
and if sent by registered or certified mail/return receipt to the Executive at
the last address he has filed in writing with either of the Bank or, in the case
of the Bank, at its principal executive offices.
8. Binding Agreement. This Agreement shall be effective as of
-----------------
the date hereof and shall be binding upon and inure to the benefit of the
Executive, his executors, administrators and personal representatives. The
rights and obligations of the Corporation and of the Bank under this Agreement
shall inure to the benefit of and shall be binding upon the Bank, and shall be
transferred to and be binding upon any successor of the Bank including, but not
limited to, any successor of the Bank pursuant to a merger, conversion,
consolidation, or transfer of assets; provided, that this Agreement may not be
assigned by the Bank without the consent of the Executive, and in the case of a
successor by transfer of all or substantially all of the assets of the Bank, or
any other successor in which the Bank does not cease to exist by operation of
the transaction in question as a matter of law, the Bank shall not be relieved
of its obligations hereunder; provided further, that in the case of dissolution
and winding up of the business of the Bank, this Agreement and the obligations
hereunder shall be binding upon the trustee of the Bank's assets.
9. Entire Agreement. This Agreement constitutes the entire
----------------
understanding of the Executive and the Bank with respect to the subject matter
hereof and supersedes any and all prior understandings, written or oral,
including any prior employment agreements between the Bank and the Executive.
This Agreement may not be changed, modified, or discharged orally, but only by
an instrument in writing signed by the parties. This Agreement shall be
governed by the laws of the State of Maryland and the invalidity or
unenforceability of any provisions hereof shall in no way affect the validity or
enforceability of any other provision.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement on ____________ _____.
ATTEST: THE COLUMBIA BANK
___________________ ______________________________
Xxxx X. Xxxx, Xx.
President and Chief Executive Officer
WITNESS:
___________________ ______________________________
Xxxxxxx X. Xxxxxxx
