EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 31st day
of March, 2003, between Old Line Bank (the "Bank" or "Employer"), a
Maryland-chartered commercial bank , and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, a resident of the
State of Maryland (the "Employee").
RECITALS:
The Employer desires to employ the Employee as the President and Chief
Executive Officer of the Employer and the Employee desires to accept such
employment.
In consideration of the above premises and the mutual agreements
hereinafter set forth, the parties hereby agree as follows:
1. DEFINITIONS. Whenever used in this Agreement, the following terms and their
variant forms will have the meaning set forth below:
1.1 "Agreement" means this Agreement and any exhibits incorporated herein
together with any amendments hereto made in the manner described in this
Agreement.
1.2 "Affiliate" means any business entity which controls the Employer, is
controlled by or is under common control with the Employer.
1.3 "Area" means the geographic area within a radius of 25 miles of any
office or facility maintained by the Employer. It is the express intent of the
parties that the Area as defined herein is the area where the Employee performs
or performed services on behalf of the Employer under this Agreement as of, or
within a reasonable time prior to, the termination of the Employee's employment
hereunder.
1.4 "Board" means the board of directors of the Bank.
1.5 "Business of the Employer" means the business conducted by the
Employer, which is community banking.
1.6 "Cause" means, any of the following events or conduct preceding a
termination of employment initiated by the Employer:
(a) any act that constitutes, on the part of the Employee, fraud or
dishonesty toward the Employer;
(b) the conviction of the Employee of a felony or crime involving
moral turpitude;
(c) the Employee's entering into any transaction or contractual
relationship (other than this Agreement) with, or diversion of business
opportunity from, the Employer (other than on behalf of the Employer or
with the prior written consent of the Board); provided, however, that in
the case of this Clause (c), such conduct will not constitute Cause unless
the Board delivers to the Employee written notice setting forth (1) the
conduct deemed to qualify as Cause, (2) reasonable remedial action that
might remedy such objection, and (3) a reasonable time (not less than
thirty (30) days) within which the Employee may take such remedial action,
and the Employee has not taken the specified remedial action with the
specified reasonable time;
(d) the Employee breaches the covenants contained in Sections 6, 7 or
8 hereof;
(e) conduct by the Employee that results in removal of the Employee as
an officer or employee of the Employer pursuant to a written order by any
regulatory agency with authority or jurisdiction over the Employer; or
1.7 "Company Information" means Confidential Information and Trade Secrets.
1.8 "Confidential Information" means data and information relating to the
business of the Employer (which does not rise to the status of a Trade Secret)
which is or has been disclosed to the Employee or of which the Employee became
aware as a consequence of or through the Employee's relationship to the Employer
and which has value to the Employer and is not generally known to its
competitors. Confidential Information does not include any data or information
that has been voluntarily disclosed to the public by the Employer (except where
such public disclosure has been made by the Employee without authorization) or
that has been independently developed and disclosed by others, or that otherwise
enters the public domain through lawful means.
1.9 "Change in Control" means any one of the following events first to
occur after the completion of the initial public offering of the common stock of
the Bank:
(a) the acquisition by any person or persons acting in concert of the
then outstanding voting securities of either the Bank or the Company, if,
after the transaction, the acquiring person (or persons) owns, controls or
holds with power to vote twenty-five percent (25%) or more of any class of
voting securities of the Bank or the Company, as the case may be, or such
other transaction as may be described under 12 C.F.R. Section 225.41(b)(1)
or any successor thereto;
(b) within any twelve-month period (beginning on or after the
Effective Date) the persons who were directors of either the Bank or the
Company immediately before the beginning of such twelve-month period (the
"Incumbent Directors") cease to constitute at least a majority of such
board of directors; provided that any director who was not a director as of
the Effective Date will be deemed to be an Incumbent Director if that
director was elected to such board of directors by, or on the
recommendation of or with the approval of, at least two-thirds of the
directors who then qualified as Incumbent Directors;
2
(c) the approval by the stockholders of either the Bank or the Company
of a reorganization, merger or consolidation, with respect to which persons
who were the stockholders of either the Bank or the Company, as the case
may be, immediately prior to such reorganization, merger or consolidation
do not, immediately thereafter, own more than fifty percent (50%) of the
combined voting power entitled to vote in the election of directors of the
reorganized, merged or consolidated company's then outstanding voting
securities; or
(d) the sale, transfer or assignment of all or substantially all of
the assets of the Company or the Bank to any third party.
1.10 "Effective Date" means March 31, 2003.
1.11 "Good Reason" means, any of the following events or conduct preceding
a termination of employment initiated by the Employee:
(a) a material diminution in the powers, responsibilities or duties of
the Employee hereunder or a material change as to whom Employee reports and
who reports to Employee;
(b) the failure of the Board to elect the Employee as the President
and Chief Executive Officer of the Bank and the Company;
(c) a material breach of the terms of this Agreement by the Employer;
(d) the failure of the Board to nominate the Employee for re-election
following expiration of each of the Employee's terms of service on the
Board that arises during the Term (as defined below);
(e) a change in the location of the principal office of Employee more
than thirty five (35) miles from its existing location.
provided, however, that no termination of employment which is triggered by any
conduct or event described in this Section 1.11 shall constitute a termination
of employment for Good Reason unless the Employee has first provided the
Employer with the opportunity to cure the event or conduct by giving the
Employer a written notice describing in sufficient detail the Employee's belief
that a Good Reason exists and the Employee defers resigning until the expiration
of a thirty (30) day cure period, beginning with the date such notice is
received by the Employer.
1.12 "Permanent Disability" means the total inability of the Employee to
perform the Employee's duties under this Agreement for a period of one hundred
and eighty (180) consecutive days as certified by a physician chosen by the
Employer and reasonably acceptable to the Employee.
1.13 "Trade Secrets" means information including, but not limited to,
technical or nontechnical data, formulas, patterns, compilations, programs,
devices, methods, techniques,
3
drawings, processes, financial data, financial plans, product plans or lists of
actual or potential customers or suppliers which:
(a) derives economic value, actual or potential, from not being
generally known to, and not being readily ascertainable by proper means by,
other persons who can obtain economic value from its disclosure or use; and
(b) is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy.
1.14 "Company" means any entity that, on or after the Effective Date,
controls the Bank.
2. DUTIES.
-------
2.1 The Employee is employed as the President and Chief Executive
Officer of the Bank and the Company, subject to the direction of the Board
or its designee, must perform and discharge well and faithfully the duties
which may be assigned to him from time to time by the Employer in
connection with the conduct of its business. The duties and
responsibilities of the Employee are set forth on Exhibit A attached
hereto.
2.2 In addition to the duties and responsibilities specifically
assigned to the Employee pursuant to Section 2.1 hereof, the Employee must:
(a) devote substantially all of the Employee's time, energy and
skill during regular business hours to the performance of the duties
of the Employee's employment (reasonable vacations and reasonable
absences due to illness excepted) and faithfully and industriously
perform such duties;
(b) diligently follow and implement all management policies and
decisions communicated to him by the Board; and
(c) timely prepare and forward to the Board all reports and
accounting as may be requested of the Employee.
2.3 The Employee must devote the Employee's entire business, time,
attention and energies to the Business of the Employer and must not during
the Term of this Agreement be engaged (whether or not during normal
business hours) in any other business or professional activity, whether or
not such activity is pursued for gain, profit or other pecuniary advantage;
but this will not be construed as preventing the Employee from:
(a) investing the Employee's personal assets in businesses which
are not in competition with the Business of the Employer and which
will not require any services on the part of the Employee in their
operation or affairs and in which the Employee's participation is
solely that of an investor;
4
(b) purchasing securities in any corporation whose securities are
regularly traded provided that such purchase will not result in him
collectively owning beneficially at any time five percent (5%) or more
of the equity securities of any business in competition with the
Business of the Employer; and
(c) participating in civic and professional affairs and
organizations and conferences, preparing or publishing papers or books
or teaching so long as the Board approves of such activities prior to
the Employee's engaging in them.
2.4 Directorship. Employee will also be appointed to and serve as a
member of the Board of Directors of the Bank.
3. TERM AND TERMINATION.
---------------------
3.1 Term. The term of this Agreement will initially be set at five (5)
years commencing on the date hereof. On or before the first anniversary of
the Effective Date and on or before each succeeding consecutive anniversary
of the Effective Date, the Board may, in its sole discretion, extend the
term of this Agreement for one additional year or such greater term as the
Board deems appropriate. The initial term and any extensions thereof made
pursuant to this Section 3.1 are referred to herein as the "Term".
3.2 Termination. The employment of the Employee under this Agreement
may be terminated prior to the expiration of the Term only as follows,
subject to the conditions set forth below:
3.2.1 By the Employer:
(a) for Cause at any time, upon written notice to the
Employee, in which event the Employer will have no further
obligation to the Employee except for the payment of any amounts
due and owing under Section 4 on the effective date of the
termination; or
(b) without Cause or upon the Permanent Disability of
Employee at any time, provided that the Employer gives the
Employee sixty (60) days' prior written notice of its intent to
terminate, in which event the Employer will be required to make
the termination payments under Section 3.7.
3.2.2 By the Employee:
(a) for Good Reason at any time, in which event the Employer
will be required to make the termination payments under Section
3.7; or
(b) without Good Reason or upon the Permanent Disability of
the Employee, provided that the Employee gives the Employer sixty
(60) days' prior written notice of the Employee's intent to
terminate, in which event the Employer will have no further
obligation to the Employee except for future payment of any
amounts due and owing under Section 4 on the effective date of
the termination.
5
3.2.3 By the Employee:
(a) within six (6) months following a Change in Control;
provided that the Employee gives at least thirty (30) days' prior
written notice to the Employer of the Employee's intention to
terminate this Agreement with such resignation to be effective
immediately, in which event the Employer will be required to make
a termination payment under Section 3.7; or
(b) prior to the date on which a Change in Control occurs if
the Employee can demonstrate that a third party has taken steps
reasonably calculated to effect a Change in Control or in
connection with or anticipation of a Change in Control, in which
event the Employer will be required to make a termination payment
under Section 3.7.
3.2.4 At any time upon mutual, written agreement of the parties,
in which event the Employer will have no further obligation to the
Employee except for the payment of any amounts due and owing under
Section 4 on the effective date of termination unless otherwise set
forth in the written agreement.
3.2.5 Immediately upon the Employee's death, in which event the
Employer will have no further obligation to the Employee except for
the payment of any amounts due and owing under Section 4 on the
effective date of termination.
3.3 Effect of Termination. Termination of the employment of the
Employee pursuant to Section 3.2 will be without prejudice to any right or
claim which may have previously accrued to either the Employer or the
Employee hereunder and will not terminate, alter, supersede or otherwise
affect the terms and covenants and the rights and duties prescribed in this
Agreement.
3.4 Suspension With Pay. Nothing contained herein will preclude the
Employer from releasing the Employee of the Employee's normal duties and
suspending Employee, with pay, during the pendency of any investigation or
examination to determine whether or not Cause exists for termination of
employee.
3.5 Suspension Without Pay. If Employee is suspended and/or
temporarily prohibited from participating in the conduct of the Employer's
affairs by a notice served under Section 8(e)(3) or (g)(1) of the Federal
Deposit Insurance Act, the Employer's obligations under this Agreement will
be suspended as of the date of service thereof, unless stayed by
appropriate proceedings. If the charges in such notice are dismissed, the
Employer may in its discretion:
(a) pay Employee all or part of the compensation withheld while
its contract obligations were suspended; and/or
(b) reinstate (in whole or in part) any of its obligations which
were suspended.
3.6 Other Regulatory Requirements. If the Bank is in default, as
defined in Section (3)(x)(1) of the Federal Deposit Insurance Act, all
obligations under this Agreement will terminate as the date of such
default, but no vested rights of the Employee will be affected.
6
Further, all obligations under this Agreement will be terminated, except, to the
extent determined that continuation of the Agreement is necessary for the
continued operation of the Bank:
(a) by the Director (the "Director") of the Federal Deposit
Insurance Corporation ("FDIC") or his or her designee, at the time the
FDIC enters into an agreement to provide assistance to or on behalf of
the Bank under the authority of the Federal Deposit Insurance Act; or
(b) by the Director or his or her designee, at the time the
Director or his or her designee approves a supervisory merger to
resolve problems relating to the operation of the Bank or when the
Bank is determined by the Director to be in an unsafe or unsound
condition.
3.7 Termination Payments. In the event this Agreement is terminated by
the Employer pursuant to Section 3.2.1(b) or by the Employee pursuant to
Section 3.2.2(a) and a Change in Control has not occurred, then commencing
with the first payroll date immediately following the effective date of
such termination, the Employer will pay to the Employee as severance pay
and liquidated damages an amount equal to the Average Annual Compensation
(as defined below) for a period equal to the remaining Term. In the event a
Change in Control has occurred or in anticipation thereof and this
Agreement is terminated by Employer or by Employee pursuant to Section
3.2.3, the Employee shall be entitled to a lump sum payment equal to the
excess of (a)2.99 times his Average Annual Compensation over (b) the
aggregate present value, as determined for federal income tax purposes, of
all other payments to the Employee in the nature of compensation that are
treated for federal income tax purposes as contingent on the Change in
Control, and shall be paid such lump sum payment by Employer within 24
hours of the effective date of termination of this Agreement. As used
herein, the term "Average Annual Compensation" means the Employee's average
annual taxable compensation paid by the Employer during the most recent
five (5) taxable years ending before the date the Change in Control occurs
(or such portion of such period during which the Employee was employed by
the Employer.
Notwithstanding any other provisions to this Agreement to the
contrary, if the aggregate of the payments provided for in this Agreement and
other payments and benefits which the Employee has the right to receive from the
Employer (the "Total Payments") would constitute a "parachute payment," as
defined in Section 280G(b)(2) of the Internal Revenue Code, the Employee shall
receive the Total Payments unless (a) the after-tax amount that would be
retained by the Employee (after taking into account all federal, state and local
income taxes payable by the Employee and the amount of any excise taxes payable
by the Employee under Section 4999 of the Internal Revenue Code that would be
payable by the Employee (the "Excise Taxes")) if the Employee were to receive
the Total Payments has an aggregate value less than (b) the after-tax amount
that would be retained by the Employee (after taking into account all federal,
state and local income taxes payable by the Employee) if the Employee were to
receive the Total Payments reduced to the largest amount as would result in no
portion of the Total Payments being subject to Excise Taxes (the "Reduced
Payments"), in which case the Employee shall be entitled only to the Reduced
Payments. If the Employee is to receive the Reduced Payments, the Employee shall
be entitled to determine which of the Total Payments, and the relative portions
of each, are to be reduced.
7
4. COMPENSATION AND BENEFITS.
--------------------------
4.1 Compensation. The Employee will receive the following salary and
benefits:
(a) Base Salary. During the Term, the Employee will receive a
base salary at the rate of $135,000 per annum, payable in
substantially equal installments in accordance with the Bank's regular
payroll practices ("Base Salary"). The Employee's Base Salary will be
reviewed by the Board annually, and the Employee will be entitled to
receive annually an increase in such amount, if any, as may be
determined by the Board.
(b) Incentive Compensation.
(i) In addition to Employee's Base Salary under Section
4.1(a), within ninety (90) days following the end of each fiscal
year of the Employer's operations, the Employer may pay the
Employee a bonus as determined each year by the Board.
(ii) Provided that sufficient options are available for
grant under a stockholder approved stock option plan, on the 31st
of December of each year, the Bank or the Company (if an entity
then controls the Bank) shall grant options to Employee to
purchase not less than 1250 shares of stock in the Bank or the
Company or such greater amount as may be approved by the Board.
The exercise price for the options shall be the fair market value
of the Bank's or Company's stock on the date the options were
granted. The options must be exercised within ten (10) years of
the date such options were granted. Notwithstanding anything to
the contrary contained in this Section 4.1(b)(ii), the options to
be granted pursuant to this Section 4.1(b)(ii) will only be
evidenced by, and will be subject to the terms and conditions of,
a stock option agreement to be entered into between the Bank and
Employee.
(iii) The Employee will also be entitled to participate in
such other bonus, incentive and other executive compensation
programs as are made available to senior management of the
Employer from time to time.
The bonus amounts which may be payable to the Employee pursuant to
this Section 4.1(b) is referred to herein as "Incentive Compensation".
4.2 Compensation as a Director. The Employee will not be compensated
for attendance at regular and special Board meetings.
4.3 Automobile. The Bank will make available to the Employee an
automobile equivalent in value to the vehicle provided to Employee
immediately prior to the date of this Agreement to be utilized by Employee
for business and personal use as is customary for presidents of financial
institutions in the Area.
4.4 Business Expenses; Memberships. The Employer specifically agrees
to reimburse the Employee for (a) reasonable business (including travel)
expenses incurred by the Employee in the performance of the Employee's
duties hereunder, as approved from time to time by the Board, and (b) the
dues and business related expenditures, including initiation fees,
associated with membership in professional associations which are
commensurate with the Employee's position; provided, however, that the
Employee must, as a condition of reimbursement, submit verification of the
nature and amount of such expenses in accordance with reimbursement
8
policies from time to time adopted by the Employer and in sufficient detail to
comply with rules and regulations promulgated by the Internal Revenue Service.
4.5 Vacation. On a non-cumulative basis the Employee will be entitled
to vacation in each year of this Agreement in accordance with the Bank's
vacation policy as then in effect, during which the Employee's Base Salary
will be paid in full.
4.6 Benefits. In addition to the Base Salary and Incentive
Compensation, the Employee will be entitled to such benefits as may be
available from time to time for executives of the Employer similarly
situated to the Employee or for Employee individualy. All such benefits
will be awarded and administered in accordance with the Employer's standard
policies and practices. Such benefits may include, by way of example only,
profit-sharing plans, retirement, life and disability insurance benefits
and such other benefits as the Employer deems appropriate.
4.7 Withholding. The Employer may deduct from each payment of
compensation hereunder all amounts required to be deducted and withheld in
accordance with applicable federal and state income, FICA and other
withholding requirements.
5. COMPANY INFORMATION.
--------------------
5.1 Ownership of Information. All Company Information received or
developed by the Employee while employed by the Employer will remain the
sole and exclusive property of the Employer.
5.2 Obligations of the Employee. The Employee agrees (a) to hold
Company Information in strictest confidence, and (b) not to use, duplicate,
reproduce, distribute, disclose or otherwise disseminate Company
Information or any physical embodiments thereof and may in no event take
any action causing or fail to take any action necessary in order to prevent
any Company Information from losing its character or ceasing to qualify as
Confidential Information or a Trade Secret. In the event that the Employee
is required by law to disclose any Company Information, the Employee will
not make such disclosure unless (and then only to the extent that) the
Employee has been advised by the Company's legal counsel that such
disclosure is required by law and then only after prior written notice is
given to the Employer when the Employee becomes aware that such disclosure
has been requested and is required by law. This Section 5 will survive the
termination of this Agreement with respect to Confidential Information for
so long as it remains Confidential Information, but for no longer than
three (3) years following termination of this Agreement, and this Section 5
will survive termination of this Agreement with respect to Trade Secrets
for so long as is permitted by the then-current Maryland Trade Secrets Act.
5.3 Delivery upon Request or Termination. Upon request by the
Employer, and in any event upon termination of employment with the
Employer, the Employee will promptly deliver to the Employer all property
belonging to the Employer, including without limitation, all Company
Information then in the Employee's possession or control.
6. NON-COMPETITION. The Employee agrees that during the Term hereunder and, in
the event of the Employee's termination of employment for any reason, thereafter
for a period equal
9
to the greater of (a) six (6) months; or (b) the period during which the
Employee is to be paid monthly termination payments, if any, in accordance with
Section 3.7 hereof, the Employee will not (except on behalf of or with the prior
written consent of the Employer), within the Area, either directly or
indirectly, on the Employee's own behalf or in the service or on behalf of
others, as a principal, partner, officer, director, manager, supervisor,
administrator, consultant, executive employee or in any other capacity which
involves duties and responsibilities similar to those undertaken for the
Employer, engage in any business which is the same as or essentially the same as
the Business of the Employer.
7. NON-SOLICITATION OF CUSTOMERS. The Employee agrees that during the Term
hereunder and, in the event of the Employee's termination of employment for any
reason, thereafter for a period equal to the greater of (a) twelve (12) months;
or (b) the period during which the Employee is to be paid monthly termination
payments, if any, in accordance with Section 3.7 hereof, the Employee will not
(except on behalf of or with the prior written consent of the Employer), within
the Area, on the Employee's own behalf or in the service or on behalf of others,
solicit, divert or appropriate or attempt to solicit, divert or appropriate,
directly or by assisting others, any business from any of the Employer's
customers, including actively sought prospective customers, with whom the
Employee has or had material contact during the last two (2) years of the
Employee's employment, for purposes of providing products or services that are
competitive with those provided by the Employer.
8. NON-SOLICITATION OF EMPLOYEES. The Employee agrees that during the Term
hereunder and, in the event of the Employee's termination of employment for any
reason, thereafter for a period equal to the greater of (a) twelve (12) months;
or (b) the period during which the Employee is to be paid monthly termination
payments, if any, in accordance with Section 3.7 hereof, the Employee will not,
except for Employee's Administrative Assistant, within the Area, on the
Employee's own behalf or in the service or on behalf of others, solicit, or
recruit or attempt to solicit or recruit, directly or by assisting others, any
employee of the Employer or its Affiliates, whether or not such employee is a
full-time employee or a temporary employee of the Employer or its Affiliates and
whether or not such employment is pursuant to written agreement and whether or
not such employment is for a determined period or is at will.
9. REMEDIES. The Employee agrees that the covenants contained in Sections 5
through 8 of this Agreement are of the essence of this Agreement; that each of
the covenants is reasonable and necessary to protect the business, interests and
properties of the Employer; and that irreparable loss and damage will be
suffered by the Employer should the Employee breach any of the covenants.
Therefore, the Employee agrees and consents that, in addition to all the
remedies provided by law or in equity, the Employer will be entitled to a
temporary restraining order and temporary and permanent injunctions to prevent a
breach or contemplated breach of any of the covenants. The Employer and the
Employee agree that all remedies available to the Employer or the Employee, as
applicable, will be cumulative.
10. SEVERABILITY. The parties agree that each of the provisions included in this
Agreement is separate, distinct and severable from the other provisions of this
Agreement and that the invalidity or unenforceability of any Agreement provision
will not affect the validity or enforceability of any other provision of this
Agreement. Further, if any provision of this Agreement is ruled invalid or
unenforceable by a court of competent jurisdiction because of a
10
conflict between the provision and any applicable law or public policy, the
provision will be redrawn to make the provision consistent with and valid and
enforceable under the law or public policy.
11. NO SET-OFF BY THE EMPLOYEE. The existence of any claim, demand, action or
cause of action by the Employee against the Employer, or any Affiliate of the
Employer, whether predicated upon this Agreement or otherwise, will not
constitute a defense to the enforcement by the Employer of any of its rights
hereunder.
12. NOTICE. All notices and other communications required or permitted under
this Agreement will be in writing and, if mailed by prepaid first-class mail or
certified mail, return receipt requested, will be deemed to have been received
on the earlier of the date shown on the receipt or three (3) business days after
the postmarked date thereof. In addition, notices hereunder may be delivered by
hand, facsimile transmission or overnight courier, in which event the notice
will be deemed effective when delivered or transmitted. All notices and other
communications under this Agreement must be given to the parties hereto at the
following addresses:
(i) If to the Employer, to it at:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Chairman of the Board
(ii) If to the Employee, to the Employee at:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
13. ASSIGNMENT. Neither party hereto may assign or delegate this Agreement or
any of its rights and obligations hereunder without the written consent of the
other party hereto.
14. WAIVER. A waiver by the Employer of any breach of this Agreement by the
Employee will not be effective unless in writing, and no waiver will operate or
be construed as a waiver of the same or another breach on a subsequent occasion.
15. ARBITRATION. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, will be settled by binding arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association. The decision of the arbitration panel will be final and binding on
the parties, and judgment upon the award rendered by the arbitration panel may
be entered by any court having jurisdiction thereof.
16. ATTORNEYS' FEES. In the event that the parties have complied with this
Agreement with respect to arbitration of disputes and litigation ensues between
the parties concerning the enforcement of an arbitration award and the Employee
must employ separate legal counsel, the
11
Employer shall advance to the Employee, within thirty (30) days after receiving
copies of invoices submitted by Employee, any and all reasonable attorneys' fees
and expenses incurred with preparing, investigating and litigating such action,
proceeding or suit. The Employee must reimburse the Employer for any and all
advances that exceed the first $5,000 advanced to the Employee for such legal
expenses only if and to the extent that a final decision by a court of competent
jurisdiction has determined that the Employee is not entitled to receive any
amounts due or to enforce any of the rights under this Agreement.
17. APPLICABLE LAW. This Agreement will be construed and enforced under and in
accordance with the laws of the State of Maryland. The parties agree that any
appropriate state court located in Baltimore County, Maryland, will have
jurisdiction of any case or controversy arising under or in connection with this
Agreement and will be a proper forum in which to adjudicate such case or
controversy. The parties consent to the jurisdiction of such courts.
18. INTERPRETATION. Words importing the singular form shall include the plural
and vice versa. The terms "herein", "hereunder", "hereby", "hereto", "hereof"
and any similar terms refer to this Agreement. Any captions, titles or headings
preceding the text of any article, section or subsection herein are solely for
convenience of reference and will not constitute part of this Agreement or
affect its meaning, construction or effect.
19. ENTIRE AGREEMENT. This Agreement embodies the entire and final agreement of
the parties on the subject matter stated in the Agreement. No amendment or
modification of this Agreement will be valid or binding upon the Employer or the
Employee unless made in writing and signed by both parties. All prior
understandings and agreements relating to the subject matter of this Agreement
are hereby expressly terminated.
20. RIGHTS OF THIRD PARTIES. Nothing herein expressed is intended to or will be
construed to confer upon or give to any person, firm or other entity, other than
the parties hereto and their permitted assigns, any rights or remedies under or
by reason of this Agreement.
21. SURVIVAL. The obligations of the Employee pursuant to Sections 5, 6, 7, 8
and 9 will survive the termination of the employment of the Employee hereunder
for the period designated under each of those respective sections.
22. JOINT AND SEVERAL. The obligation of the Bank and the Company to Employee
hereunder will be joint and several.
12
IN WITNESS WHEREOF, the Employer and the Employee have executed and
delivered this Agreement as of the date first shown above.
THE EMPLOYER:
OLD LINE BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------
Title: Chairman
----------------------------------
THE EMPLOYEE:
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
Exhibit A
---------
OLD LINE BANK
JOB DESCRIPTION
JOB TITLE: PRESIDENT/CHIEF EXECUTIVE OFFICER
FSLA: EXEMPT
REPORTS TO: BOARD OF DIRECTORS
SUMMARY:
Plans, develops, and establishes policies and objectives of business
organization in accordance with Board directives and corporation charter by
performing the following duties personally or through subordinate managers.
ESSENTIAL DUTIES AND RESPONSIBILITIES: The primary duty and responsibility of
this position is quality service to both internal and external customers.
Specific duties are listed below. Other duties may be assigned.
Confers with corporate managers to plan business objectives, to develop
organizational policies, to coordinate functions and operations between
divisions and departments, and to establish responsibilities and procedures for
attaining objectives.
Provides leadership representations for the bank and holding company board of
directors and its committees. Contributes to the effective, profitable operation
of the corporation by participation in Liquidity and Asset/Liability Management,
Loan Committee, Public Relations /Marketing Committee, and Asset Review
Committee activities.
Ensures that the spirit and intent of regulatory and supervisory trusts and
concerns are met or exceeded.
Keeps the Board informed concerning major developments and consults with same
regarding major decisions affecting the bank or holding company.
Represents the bank and provides leadership in key community activities,
including business, charitable, civic, and social organizations to maintain a
proper responsible citizen stature for the bank.
Reviews activity reports and financial statements to determine progress and
status in attaining objectives and revises objectives and plans in accordance
with current conditions.
Directs and coordinates formulation of financial programs to provide funding for
new or continuing operations to maximize returns on investments and to increase
productivity.
Plans and develops labor and public relations policies designed to improve
company's image and relations with customers, employees, and the public.
Evaluates performance of executives for compliance with established policies and
objectives of bank.
SUPERVISORY RESPONSIBILITY:
Manages subordinate supervisors in the Lending/Deposit function, Finance and
Operations function, Human Resources, and Quality Services and Sales function.
Also, responsible for the direct supervision of the Corporate Secretary. Is
responsible for the overall direction, coordination, and evaluation of these
units.
Provides direct guidance on personnel activities which affect the key bank
management team, including salary administration, management incentive,
performance objectives, and compliance with established policies to ensure solid
team efforts toward the attainment of department, bank, and corporation goals.
Carries out supervisory responsibilities in accordance with the organization's
policies and applicable laws. Responsibilities include interviewing, hiring, and
training employees; planning, assigning, and directing work; appraising
performance; rewarding and disciplining employees; and addressing complaints and
resolving problems.
CRA REQUIREMENT:
Expected to understand the bank's obligations under the Community Reinvestment
Act and how to fulfill them. Expected to cooperate with and support the bank's
CRA program. Will be held accountable for any lack of cooperation that weakens
the bank's CRA performance, as reflected in internal audits, agency
examinations, and/or community projects.
PRODUCT AND KNOWLEDGE REQUIREMENT:
Should know and understand the products and services that are provided by Bank
and give quality service at all times to our customers.
QUALIFICATION REQUIREMENTS:
To perform this job successfully, an individual must be able to perform each
essential duty satisfactorily. The requirements listed below are representative
of the knowledge, skill, and/or
2
ability required. Reasonable accommodations may be made to enable individuals
with disabilities to perform the essential functions.
EDUCATION AND/OR EXPERIENCE:
College graduate and graduate of recognized graduate banking school or
equivalent; ten years related experience and/or training; or equivalent
combination of education and experience.
LANGUAGE SKILLS:
Ability to read, analyze, and interpret common technical journals,
financial reports, and legal documents. Ability to respond to common
inquiries or complaints from customers, regulatory agencies, or members
of the community. A high level of interpersonal skills to effectively
communicate policies, procedures, staff objectives, and information to
top management, public groups, and/or boards of directors.
ANALYTICAL SKILLS:
A high level of analytical, mathematical and reasoning skills to assess
and evaluate the operation of subordinate areas of responsibility,
participate in establishing bank-wide financial goals, and draft
operational reports to the board.
PHYSICAL DEMANDS:
Reasonable accommodations may be made to enable individuals with disabilities to
perform the essential functions.
WORK ENVIRONMENT:
Good. There is little discomfort from noise, heat, dust, or other adverse
factors.
PERFORMANCE EXPECTATIONS:
ORGANIZATIONAL EXPECTATIONS:
Understands that the position exists to ultimately serve the customer
either directly or indirectly through assisting front-line personnel to
answer customer inquiries quickly.
3
Practices a high degree of professionalism and sets an example for
others to follow.
Demonstrates commitment to and understanding of continuous quality
improvement. Uses creativity and initiative to recommend quality
enhancements when relevant and appropriate.
Has satisfactory attendance within policy guidelines and is punctual.
Manages time effectively. Completes assigned duties within required
deadlines.
FINANCIAL EXPECTATIONS:
Makes recommendations to the Board of Directors concerning budgetary
needs of the bank.
Within parameters of job, uses good judgment related to Bank income
opportunities and expense control.
Is financially responsible.
RELATIONSHIP EXPECTATIONS:
Conducts in-bank and public relationships in a manner that enhances the
image and marketing efforts of the Bank.
Participates in community organizations, activities, and projects.
Contributes to an overall team effort by being an effective team
player.
This job description is not intended to be and should not be construed as an
all-inclusive list of the responsibilities, skills, or working conditions
associated with the position. While this job description is intended to
accurately reflect the position's activities and requirements, management
reserves the right to modify, add, or remove duties and assign other duties as
necessary.
4