For and in consideration of the premises and of the mutual promises and undertakings of the
parties as hereinafter set forth, the parties covenant and agree as follows:
Section 1. Employment
. Executive shall be employed as the Interim President and
Chief Executive Officer of the Corporation and the Bank. He shall perform such executive services
for the Corporation and the Bank as may be assigned by the Board of Directors of the Corporation
and Executives office shall be located at the offices of the Corporation in Chantilly, Virginia
Section 2. Term
. The term (Term) of this Agreement
shall continue for ninety (90)
calendar days from the date first above written (Effective Date) unless sooner terminated under the
terms of this Agreement
(Initial Term). This Agreement
may be extended after the Initial Term for
up to two (2) successive thirty (30) day periods upon fifteen (15) days written notice given by
the Bank only prior to the end of any then existing Term.
Section 3. Exclusive Service
. Executive shall devote his best efforts and full time
to rendering services on behalf of the Corporation in furtherance of its best interests. Executive
shall comply with all policies, standards and regulations of the Corporation now or hereafter
promulgated, and shall perform his duties under this Agreement
to the best of his abilities and in
accordance with standards of conduct applicable to chief executive officers of banks.
Notwithstanding the foregoing, however, during the Term, the parties agree to cooperate with one
another to the extent reasonably necessary to allow Executive time away from his duties hereunder
to attend to personal commitments.
Section 4. Executives Deliverables. (a) Not later than thirty (30) days following
the Effective Date, Executive shall deliver a comprehensive written report to the Corporation in
which Executive provides his evaluation of the overall, current situation of the Bank and the
(b) Not later than sixty (60) days following the Effective Date, Executive shall have
reviewed all aspects of the business plans for the Corporation and the Bank and shall deliver a
written report to the Corporation of such review that includes his findings and recommendations.
(c) Not later than ninety (90) days following the Effective Date, after sufficient study and
reflection, Executive shall deliver to the Corporation his recommendations for the future direction
of the Corporation and the Bank.
(d) The failure of Executive to deliver timely the written reports required by this Section
shall be grounds for the termination of the Executives employment for cause.
Section 5. Salary. As compensation while employed hereunder, Executive shall be paid
a monthly salary, prorated as necessary, in the amount of $24,292, payable in accordance with the
normal payroll practices of the Corporation and less any legally required or agreed upon
Section 6. Corporate Benefit Plans. Executive shall be entitled to participate in
any employee benefit plan maintained by the Corporation for which he is or will become eligible
under the terms of such plans and at a cost to Executive that is the same as that for other senior
executives of the Corporation.
Section 7. Expenses. (a) The Corporation shall reimburse Executive for reasonable
and customary business expenses incurred in the conduct of the Corporations business. Such
expenses will include business meals and out-of-town lodging and travel expenses, for example. The
Corporation agrees to make prompt payment to Executive following receipt and verification of such
(b) The Corporation will reimburse Executive at the rate per mile published by the U.S.
Internal Revenue Service for all business travel and, as well, for all travel between Executives
home in Charlottesville, Virginia
and the Corporations offices.
(c) The Corporation shall pay or reimburse the reasonable costs for temporary housing for
Executive in the Chantilly, Virginia
area during the Term hereof.
(d) The parties intend that any expenses reimbursable to Executive, or paid for Executive,
under this Section shall be either (i) non-taxable reimbursement of ordinary and necessary business
expenses of the Corporation or (ii), if taxable as ordinary income to Executive, then the
Corporation shall pay to Executive an additional 40% of any such taxable reimbursement to cover
taxes payable by Executive on account of such reimbursement.
(e) All expense reimbursement requests under this Section 7 shall be submitted to the
Corporation, and reimbursements and payments hereunder shall be made, in accordance with the
Corporations existing policies, provided that all reimbursements or payments shall be paid no
later than September 1, 2010.
Section 8. Termination
. (a) Notwithstanding the termination of Executives
employment pursuant to any provision of this Agreement
, the parties shall be required to carry out
any provisions of this Agreement
which contemplate performance by them subsequent to such
(b) Executives employment hereunder may be terminated by Executive upon fifteen (15) days
written notice to the Corporation or at any time by mutual agreement in writing.
(c) The Corporation may terminate Executives employment other than for cause which
termination shall be effective upon fifteen (15) days notice. In such case, Executive shall be
paid the lesser of the salary due through the end of the Term, or the equivalent of four (4) weeks
pay, following the effective date of termination.
(d) The Corporation shall have the right to terminate Executives employment under this
Agreement at any time for cause which termination shall be effective immediately.
(e) If Executive is removed and/or permanently prohibited from participating in the conduct
of the Corporations affairs by an order issued under the Federal Deposit Insurance Act or the Code
, all obligations of the Corporation under this Agreement shall terminate as of the
effective date of the order.
Section 9. Confidentiality/Nondisclosure. Executive covenants and agrees that any
and all information concerning the customers, businesses and services of the Corporation of which
he has knowledge or access as a result of his association with the Corporation in any capacity,
shall be deemed confidential in nature and shall not, without the proper written consent of the
Corporation, be directly or indirectly used, disseminated, disclosed or published by Executive to
third parties other than in connection with the usual conduct of the business of the Corporation.
Such information shall expressly include, but shall not be limited to, information concerning the
Corporations trade secrets, business operations, business records, customer lists or other
customer information. Upon termination of employment Executive shall deliver to the Corporation
all originals and copies of documents, forms, records or other information, in whatever form it may
exist, concerning the Corporation or its business, customers, products or services. In construing
this provision it is agreed that it shall be interpreted broadly so as to provide the Corporation
with the maximum protection. This Section 9 shall not be applicable to any information which,
through no misconduct or negligence of Executive, has previously been disclosed to the public by
anyone other than Executive.
Section 10. Notices. Any and all notices, designations, consents, offers, acceptance
or any other communications provided for herein shall be given in writing and shall be deemed
properly delivered if delivered in person or by registered or certified mail, return receipt
requested, addressed in the case of the Corporation to its registered office or in the case of
Executive to his last known address.
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