EXECUTIVE EMPLOYMENT AGREEMENT

Contract Categories: Human Resources - Employment Agreements
EX-10.XX 10 a05-4585_1ex10dxx.htm EX-10.XX

EXHIBIT 10.XX

 

EXECUTIVE EMPLOYMENT AGREEMENT

 

THIS EXECUTIVE EMPLOYMENT AGREEMENT, effective on the 15th day of August, 2002, by and between MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY (“Merc-Safe”), Mercantile Capital Advisors, Inc. (“Mercantile Capital”) (collectively the “Employer”), corporations of the State of Maryland, Two Hopkins Plaza, Baltimore, Maryland 21201, and Kevin A. McCreadie, hereinafter referred to as “Executive”.

 

WHEREAS, Employer is engaged in the banking, trust and investment management business, and Executive has special skills and talents in that business; and

 

WHEREAS, Employer has employed Executive on the terms provided herein, and Executive, in turn, has accepted full-time employment with Employer according to such terms.

 

NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the parties do hereby agree as follows:

 

1.             Office of Executive.  Executive will serve as Chief Investment Officer, Investment and Wealth Management Division of Merc-Safe, and Chief Investment Officer of Mercantile Capital and will report directly to the Chairman, Investment and Wealth Management of Merc-Safe, and the Chairman of the Board, Mercantile Capital, respectively.  These offices may be changed during the term of this Agreement by mutual consent of the parties.

 

2.             Term.  The term of this Agreement shall begin on August 15, 2002, and shall terminate on August 1, 2005; provided that the termination date shall be extended (but not beyond Executive’s retirement date) for one additional year on August 1, 2005, and on August 1st of each succeeding year, unless either Employer or Executive on or before the immediately preceding December 31 declines such an extension by written notice to the other party.

 

3.             Compensation.  Executive shall be paid a base annual salary as determined by the Board of Directors of Merc-Safe from time to time, at a rate of not less than $475,000 per calendar year, subject to withholding for appropriate items. Executive shall be eligible for such annual bonus amounts as the Board of Directors of Merc-Safe may in its discretion award, up to $375,000. Recommendations as to salary and bonus will be made to the Board of Directors by the Board’s Committee on Executive Compensation, Promotion and Retirement.

 

4.             Other Benefits.  Executive shall be entitled to participate in, and to receive benefits under, any long-term incentive plan, deferred compensation plan, qualified

 

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retirement plan, profit sharing plan, savings plan, group life, disability, sickness, accident and health programs, or any other benefit plan or arrangement made available by Employer to its executive officers generally (other than the Mercantile Bankshares Corporation Annual Incentive Compensation Plan), subject to and on a basis consistent with the terms, conditions and overall administration of each such plan or arrangement.

 

5.             Grants of Restricted Stock.  Subject to the approval of the Compensation Committee of the Board of Directors of Mercantile Bankshares Corporation (“Mercshares”), which approval Management of Employer will recommend, Executive:

 

1)             will receive a grant of 10,000 restricted shares of common stock of Mercshares, which shares shall vest entirely three (3) years from Executive’s date of employment.

 

2)             if he is actively employed by Employer on December 31, 2003, will receive a grant of 10,000 restricted shares of common stock of Mercshares, which shares shall vest entirely three (3) years after December 31, 2003.

 

The restricted shares referred to herein shall only vest if Executive is actively employed by Employer on the dates of vesting. Otherwise the grants of restricted shares shall lapse. Furthermore, the grants will become effective only upon the execution and delivery of, and will be subject to the terms of, restricted stock agreements to be approved by counsel and entered into between Mercshares and Executive and, to the extent necessary, by Employer.

 

6.             Expenses.  Employer shall reimburse Executive for all reasonable expenses incurred by Executive in connection with the business of the Employer, including expenses for entertainment, travel and similar items. Executive shall submit to Employer substantiation for reimbursable expenses.

 

7.             Vacation.  Executive shall be entitled to a minimum of four weeks vacation each year.

 

8.             Scope of Employment.  Executive shall perform the duties of Chief Investment Officer, Investment and Wealth Management Division of Merc-Safe and Chief Investment Officer of Mercantile Capital or any designated successor divisions, and for affiliates defined by Employer.  Executive agrees to serve with undivided loyalty to Employer and to devote all of his working time and efforts in performance of such duties, except for attention to personal investments, participation in family business enterprises, outside directorships, and public service commitments, provided that none of the foregoing shall unreasonably interfere with his principal employment. Employer shall provide Executive with suitable office, secretarial and other support assistance appropriate to his position.

 

9.             Early Termination.  This Agreement shall terminate prior to its specified expiration, as may be extended from time to time, on the occurrence of the death of Executive, or termination by the Employer for good cause.  For purposes of this

 

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Agreement, good cause shall be limited to proven or admitted fraud or material illegal acts by Executive or a breach of any of Executive’s covenants of undivided loyalty to and the performance of duties for Employer, as set out in Section 7 of this Agreement.  In addition, if Executive is unable to perform his duties of office by reason of illness or incapacity for a period of more than one hundred eighty (180) consecutive days, Employer shall be entitled to remove Executive from some or any of his offices; provided that Employer shall restore Executive to any such office if he shall become able to perform the duties of any such office at any time within the three hundred sixty-five (355) days next following his removal from any such office.  Notwithstanding the provisions of Section 3 of this Agreement, in the event of Executive’s long-term disability as defined under Employer’s Disability Insurance Plan, Executive shall be compensated as provided under such Plan and shall not receive his base salary or earn any bonus under this Agreement for the period of time that such disability shall continue.

 

In the event that this Agreement is terminated for good cause as herein provided, all obligations hereunder of Employer to Executive (other than for reimbursement of expenses incurred by Executive prior to termination and any employee benefits that are not extinguished by termination for cause) shall also simultaneously terminate forthwith.

 

In the event that Employer terminates Executive’s employment without good cause during the original or any extended term of this Agreement, all benefits (including salary and the average of bonus awards during the term of this Agreement) to Executive provided for in this Agreement shall continue until the expiration of the remaining term of this Agreement.  To the extent that it shall not be practicable or legally feasible to continue any such benefit in the form provided for in this Agreement, Employer may provide an equivalent benefit in some other form or may pay or provide to Executive the economic value of such benefit.

 

10.           Non-Competition.  Executive agrees that upon termination of his employment with Employer, he shall not engage in the State of Maryland or in contiguous states, or the District of Columbia, or in any other state in which any offices are maintained by Mercshares, Merc-Safe or affiliated entities, as an employee of, consultant to, or in any other comparable capacity with, any other banking institution, bank holding company, financial holding company, or entity engaged in furnishing investment advice or investment management services, for a period of six months following such termination.  Executive agrees that Employer shall be entitled to injunctive relief, in lieu of or in addition to damages, for a violation by Executive of the Prime rate ovisions of this Section 9.

 

11.           Successors.  This Agreement shall be binding upon and inure to the benefit of all successors of Employer, whether by merger, consolidation, reorganization, share exchange, transfer of assets or otherwise.  This Agreement shall not be otherwise assignable by Employer except with the prior written consent of Executive. Executive shall not assign his rights or duties under this Agreement, except (a) as provided in Section 1 of this Agreement, and (b) as provided under any employee or executive benefit plan with Employer relating to Executive.

 

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12.           Notices.  All notices called for under this Agreement shall be in writing addressed to Employer at Two Hopkins Plaza, Baltimore, Maryland 21201, Attention:  Corporate Secretary, and to Executive at Two Hopkins Plaza, Baltimore, Maryland 21201, or to such other address as either party may designate to the other in writing from time to time.  Any such notice shall be effective when received or two (2) business days after mailing, postage prepaid, by first class, certified or registered mail, return receipt requested.

 

13.           Entire Agreement.  This Agreement represents the entire agreement between the parties, and all prior representations, agreements and understandings between the parties as to its subject matter are of no further force or validity.

 

14.           Amendments.  Any amendments to this Agreement must be in writing signed by both parties hereto.

 

15.           Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without reference to principles of conflict of laws.

 

16.           Headings.  The headings used in this Agreement are solely for convenience and are not to be used in the construction or interpretation hereof.

 

17.           Severability.  In the event that one or more of the provisions of this Agreement are found to be unenforceable or illegal, the remaining provisions of the Agreement shall remain in full force and effect.

 

IN WITNESS WHEREOF, the parties have executed this Executive Employment Agreement, as of the day and year first above written.

 

WITNESS:

 

 

 

 

 

 

SEAL)

 

 

Kevin A. Mccreadie

 

 

 

 

ATTEST:

MERCANTILE-SAFE DEPOSIT

 

AND TRUST COMPANY

 

 

 

 

 

 

By:

 

(SEAL)

DENNIS W. KREINER

WALLACE MATHAI-DAVIS

Senior Vice President and

Chairman, Investment and Wealth

Assistant Secretary

Management

 

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ATTEST:

 

MERCANTILE CAPITAL ADVISORS, INC.

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

(SEAL)

DENNIS W. KREINER

 

WALLACE MATHAI-DAVIS

Secretary

 

Chairman of the Board

 

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