Exhibit 10.29
March 5, 1998
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▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇:
This letter contains amended and restated terms of The ▇▇▇▇▇ National
Bank's (the "Bank") offer to employ you as the Bank's Senior Vice President,
Lending, and this letter agreement supersedes our original agreement dated
January 21, 1998. The Board of Directors believes that the interests of the Bank
and its parent, ▇▇▇▇▇▇▇ ▇▇▇▇▇ National Bancorp, Inc. (the "Company") will best
be served by providing you with economic assurances which will help to relieve
you of uncertainty about your personal economic interests in the event of any
actual or proposed Change in Control, and thereby permit you to devote your
uninterrupted attention to the performance of your duties to the Bank.
As the Senior Vice President, ▇▇▇▇▇▇▇, you will be responsible for the
overall management and operation of the Bank's loan department including
compliance with all applicable regulations. All employees of the department
shall report to you and shall report to the CEO of the Bank.
The base compensation for the performance of your duties shall be a
salary of $99,500.00 per annum, payable in cash in accordance with the Bank's
normal payroll practices. Such compensation shall be reviewed annually by the
CEO and the Personnel Committee of the Board of Directors. In addition, you
shall be eligible to receive annual or other bonuses at the sole discretion of
the Board of Directors of the Bank. You shall also participate in any plan that
the Bank maintains for the benefit of its executive employees relating to profit
sharing, retirement benefits, medical insurance and other group benefits,
including disability and life insurance. Enclosed herewith is a summary of the
Bank's current package of benefits for which you would qualify as the Bank's
Senior Vice President, Lending.
Further, you will be an important member of the management of the Bank
upon whose services the Bank will depend for its future growth and prosperity.
You shall be entitled to resign from the Bank within one year following a
"Change in Control" (hereinafter defined) of the Bank or
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March 5, 1998
the Company and if such Change in Control has not been approved by a majority of
the Board of Directors then in office, you shall receive a lump sum payment
equal to one year's full base salary at the rate applicable to you in effect
immediately prior to the Change in Control (the "Severance Payment"). You shall
also receive the Severance Payment in the event you are asked to resign or your
employment with the Bank is "Terminated" (hereinafter defined) as a condition
to, in preparation for, or otherwise in connection with a Change in Control, or
within the one year period following a Change in Control, prior to your
resignation, whether or not such Change in Control was approved by a majority of
the Board of Directors.
Change in Control means any ofthe following events:
(a) when the Company or the Bank acquires actual knowledge that any
person (as such term is used in Section 13(d) and 15(d)(2) of the
Securities and Exchange Act of 1934 (the "Exchange Act")), other than
an employee benefit plan established or maintained by the Company or
the Bank, is or becomes the beneficial owner (as defined in Rule 13d-3
of the Exchange Act) directly or indirectly, or record owner of
securities of the Company representing 20% or more of the combined
voting power of the Company's then outstanding securities;
(b) upon the first purchase of the Company's common stock pursuant to a
tender or exchange offer (other than a tender or exchange offer made by
an employee benefit plan established or maintained by the Company or
the Bank);
(c) upon the approval by the Company's stockholders of (1) a merger or
consolidation of the Company with or into another corporation (other
than a merger or consolidation the definitive agreement for which
provides that at least two-thirds of the directors of the surviving or
resulting corporation immediately after the transaction are Continuing
Directors (hereinafter defined)), (2) a sale or disposition of all or
substantially all of the Company's assets, or (3) a plan of liquidation
or dissolution of the Company;
(d) if during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board of Directors of
either the Company or the Bank (the "Continuing Directors") cease for
any reason to constitute at least two-thirds thereof;
(e) upon a sale of (1) common stock of the Bank if after such sale any
person, other than an employee benefit plan established or maintained
by the Company or the Bank, owns a majority of the Bank's common stock
or (2) all or substantially all of the Bank's assets; or
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March 5, 1998
(f) any other agreement, happening or device which has substantially
the same effect on control of the Company or the Bank as any of the
foregoing.
The events described above shall be deemed a Change in Control
regardless of whether such event was approved by a majority of the Continuing
Directors then in office.
Your employment will be deemed to be "Terminated" upon the occurrence
of any one of the following events:
(a) the involuntary termination without cause of your employment with
the Bank;
(b) the relocation of the principal place at which your duties are to
be performed to a location outside a 35-mile radius of the District of
Columbia;
(c) a reduction in the your compensation;
(d) a change in benefits or perquisites provided to you which is deemed
materially adverse by you;
(e) a change in your responsibilities, authorities or functions which
is deemed materially adverse by you; or
(f) you are requested by management or the Board of Directors to engage
in conduct which you can demonstrate is illegal.
In conjunction with the execution of this letter agreement, the Bank
shall establish a grantor trust, as that term is defined in Section 671 of the
Internal Revenue Code, in order to fund its Severance Payment obligations under
this letter agreement. This grantor trust, which shall be irrevocable, will be
governed by the terms of a trust agreement entered into between the Bank and
NationsBank, the terms of which are incorporated by reference. To the extent
that you acquire a right to receive benefits under this letter agreement, your
right shall be no greater than the right of any unsecured general creditor of
the Bank.
Any Severance Payment payable in accordance with this letter agreement
shall be reduced to the extent that any such payment constitutes an "Excess
Parachute Payment," as such term is defined in the Internal Revenue Code of
1986, as amended.
This amended and restated letter agreement is for the purpose of
inducing you to continue your employment with the Bank and in consideration of
the services rendered by you to the Bank
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March 5, 1998
from and after the date of this letter agreement, which consideration the Bank
hereby acknowledges is fair and adequate.
This letter agreement shall inure to your benefit and the benefit of
your heirs, personal representatives and assigns and shall bind the Bank and its
successors.
The parties hereto acknowledge that this amended and restated letter
agreement and the related grantor trust was prepared pursuant to their mutual
request by the law firm of Ober, Kaler, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel solely to the
Company and the Bank. You acknowledge that you are sophisticated in business
matters (including, but not limited to, employment agreements) and that you have
had the opportunity to seek independent legal advice. You and we specifically
waive any actual or apparent conflict of interest of ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ &
▇▇▇▇▇▇▇ in connection with the preparation and negotiation of this amended and
restated letter agreement.
Please confirm for me your acceptance of these amended and restated
terms of your employment.
Sincerely,
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
Chairwoman & CEO
ACCEPTED March ___, 1998:
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