EXHIBIT 10.3
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT is made as of this 31st day of
March, 2003, by and between OLD LINE BANK, a Maryland-chartered commercial bank
(the "Bank" or "Employer") and XXXXXXXXX XXXX (the "Employee").
EXPLANATORY STATEMENT
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The Bank desires to employ the Employee as the Senior Vice President on
the terms and conditions herein set forth, and the Employee has agreed to accept
employment with the Bank on the terms and conditions herein set forth.
NOW THEREFORE, in consideration of the premises and the mutual promises
made herein, the parties agree as follows:
1. Employment. The Bank hereby employs the Employee as a Senior Vice
President and agrees to continue to employ the Employee in that position (or in
any other position approved by the Bank) during the term of this Agreement,
except as otherwise provided below.
2. Term. The term of this Agreement will initially be set at two (2)
years commencing on the date hereof and will automatically be extended for
periods of one (1) year on the first anniversary hereof (calculated based on the
date hereof) and on each consecutive anniversary thereafter; provided however
that the automatic renewals as set forth in this paragraph 2 may be terminated
by either party hereto giving notice to the other party of such termination not
less than ninety (90) days prior to any anniversary date hereof, in which event
the term will end on the second anniversary of the initial term or at the end of
any extensions hereof. The initial term and any extensions thereof are referred
to herein as the "Term".
3. Compensation.
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A. The Employee's base salary for the first year under this
Agreement shall be $90,000.00 per annum, payable on a bi-weekly basis. Employee
may receive a bonus at the end of each calendar year but such bonus is payable
in the sole discretion of the CEO. 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 such entity (the "Company") that then may
control the Bank) shall grant options to Employee to purchase not less than 750
shares of stock in the Bank or the Company or such greater amount as may be
approved by the Board of Directors or an appropriate committee of the Board of
Directors. 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 3(A), the
options to be granted pursuant to this Section 3(A) 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.
4. Duties.
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A. During the term of this Agreement, the Employee shall serve
as the Senior Vice President. She shall have such powers and shall perform such
duties that are incident and customary to this office, and as granted and
assigned to her by the Chief Executive Officer ("CEO") and/or the Board of
Directors.
B. The Employee shall devote her full time, attention, skill,
and energy to the performance of her duties under this Agreement, and shall
comply with all reasonable professional requests of the Bank; provided, however,
that the Employee will be permitted to engage in and manage personal investments
and to participate in community and charitable affairs, so long as such
activities in the judgment of the Bank's CEO do not create a conflict of
interest or interfere with the performance of her duties under this Agreement.
In furtherance of this commitment, the Employee shall disclose all positions she
holds with other organizations and any ownership interests she has in other
business entities where she may influence or control management decisions. Such
disclosures shall be made at the commencement of the Employee's employment and
from time-to-time throughout her employment where her circumstances have changed
to make such a disclosure appropriate.
C. The Employee shall immediately notify the Company of (i)
her own illness and consequent absence from work or (ii) any intended
significant change in her plans to work for the Company.
5. Vacation, Sick and Personal Leave.
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A. The Employee shall be entitled to a total of twenty (20)
days of paid vacation each calendar year, which she may use in accordance with
the Bank's announced policy that is in effect from time-to-time. The Employee
may take her vacation at such times that do not interfere with the performance
of her duties under this Agreement.
B. The Employee shall be entitled to eight (8) days of paid
sick leave each calendar year, which she may use in accordance with the Bank's
announced policy that is in effect from time-to-time.
6. Expenses. The Bank shall reimburse the Employee for all reasonable
expenses incurred in connection with her duties on behalf of the Bank, provided
that the Employee shall keep and present to the Bank records and receipts
relating to reimbursable expenses incurred by her. Such records and receipts
shall be maintained and presented in a format, and with such regularity, as the
Bank reasonably may require in order to substantiate the Bank's right to claim
income tax deductions for such expenses. For any expenditure in excess of
$500.00, the Employee must obtain written approval from the CEO if she is to be
reimbursed for the expense. Without limiting the generality of the foregoing,
the Employee shall be entitled to reimbursement for any business-related travel,
business-related entertainment and other costs and expenses reasonably incident
to the performance of her duties on behalf of the Bank.
7. Fringe Benefits.
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A. Insurance. The Employee shall receive health insurance,
consistent with the terms set forth in the plan established by the Bank for its
employees. The Bank shall also pay the premiums for Employee to receive the
following insurance, consistent with the terms set
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forth in the plans established by the Bank for its employees: dental; life;
short-term disability; and long-term disability.
B. Banking. The Bank shall not charge the Employee for use of
a savings account, checking account or debit card issued by the Bank. The Bank
also shall offer discounted interest rates on loans to the Employee. The
Employee is eligible to have her paychecks deposited directly in any account she
has with the Bank or elsewhere.
8. Termination of Employment.
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A. This Agreement shall terminate prior to the expiration of
its Term only upon the occurrence of one or more of the following events: (i)
death of the Employee; (ii) if the Bank reasonably determines that the Employee
is physically or mentally incapacitated and has been unable to perform her
duties under this Agreement for a period of sixty (60) consecutive days and, in
order to assist the Bank in making such determination, the Employee agrees to
make herself available for medical examination by one or more physicians chosen
by the Bank and grants to the Bank and such physicians access to all relevant
medical information, including copies of the Employee's medical records and
access to the Employee's own physicians; (iii) if the Employee gives sixty (60)
days written notice of her resignation to the Bank's CEO; or (iv) if the Bank
terminates the Employee for "cause" as defined below. In the event that the Bank
terminates this Agreement for "cause" as defined below, the Employee shall use
her best efforts to assist the Bank, as requested, in the orderly transition of
the Employee's duties to the Bank and her successor, if any.
B. Termination for Cause. Notwithstanding the provisions of
Section 2 above, the Employee's employment (and all of her rights and benefits
under this Agreement) shall terminate immediately after written notice upon the
happening of any one or more of the following events, which constitute "cause":
(i) the Employee has breached, in any material respect, a provision of this
Agreement; (ii) the Employee refuses to perform the duties of her employment
under this Agreement in any material respect; (iii) the Employee has committed
any act or omission materially and adversely affecting her reputation or that of
the Bank or any of its affiliates or materially and adversely affecting any
product, policy, program or service offered through or developed by the Bank or
any of its affiliates; (iv) the Employee is convicted of or pleads guilty to a
charge of any felony or of any lesser crime involving fraud or moral turpitude
or directed against the Bank, its affiliates or any of their shareholders,
employees, agents or contractors; (v) the Employee commits any other act which
is inconsistent with the good faith fulfillment of her responsibilities as an
employee of the Bank or is done with the intent to harm the Bank, its affiliates
or any of their shareholders, employees, agents or contractors; (vi) the
Employee violates any material statute, rule or regulation of any federal, state
or local governmental authority pertaining to the marketing, sale, solicitation
or offer of any product, policy or program of the Bank or its affiliates; and
(vii) the Employee commits any other act or omission which an arbitrator or a
court of competent jurisdiction justifies as grounds for dismissal for cause.
C. Unused Vacation, Sick and Personal Leave. The Employee
shall be eligible to receive the remaining balance of her unused vacation and
personal leave at the termination of her employment only if she is not
terminated for "cause" as defined above and she
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returns all Bank property to the Bank prior to her final day of employment.
Employee shall have no right receive any unused sick leave. If the Employee
fails to return any Bank property prior to her last day of employment, the
Employee authorizes the Bank to deduct from her final paycheck the reasonable
cost (not value) of that item. In the event that the Employee elects to
terminate her employment, she must provide the Company with 60 days notice as
provided above in order to receive the remaining balance of her unused vacation
and sick leave.
9. Non-Competition Agreement.
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A. The Employee agrees that, for one (1) year following
termination from the Bank, regardless of reason, she will not, as an individual,
stockholder, officer, director, partner, agent, employee, consultant, or
representative, act for or on behalf of or have any interest, direct or
indirect, in any business similar to or competitive with the Bank's business
within a 25-mile radius of the main office of the Bank exclusive of the State of
Virginia or Washington, D.C.
B. The Employee agrees, during the period of employment and
for one (1) year following the termination of employment, not to solicit or sell
or attempt to solicit or sell, for her own account or on behalf of any person or
corporation other than the Bank, services or products that are competitive with
the services or products of the Bank to any customer or client to which the
Employee (or employees under her managerial control) has solicited or sold any
services or products on behalf of the Bank during any part of the two (2) years
immediately preceding the termination of her employment. This restriction shall,
in the case of a multi-location customer or client, apply to the location or
locations where Employee (or employees under her managerial control) solicited
or sold services or products, as well as any offices of that customer or client
within a 25-mile radius of the main office of the Bank.
C. Employee agrees, during the period of employment and for
one (1) year following termination, not to perform or render services or attempt
to perform or render services, for her own account or on behalf of any person or
corporation other than the Bank, for any customer or client of the Bank for
which the Employee (or employees under her managerial control) has performed any
services, during any part of the two (2) years immediately preceding the
termination of her employment. This restriction shall, in the case of a
multi-location customer or client, apply to the location or locations where the
Employee (or employees under her managerial control) performed or rendered
services, as well as any offices of that customer or client within a 25-mile
radius of the main office of the Bank.
D. The Employee agrees, during the period of employment and
for one (1) year following termination, not to solicit or hire, either directly
or indirectly, any current employee of the Bank to work or perform services for
her own account or on behalf of any person or corporation other than the Bank,
or attempt to induce any employee to leave the employ of the Bank to work for
the Employee or any other person, firm or corporation.
E. The Employee acknowledges that any breach of these
provisions will cause irreparable harm to the Bank and entitle the Bank to
injunctive or other equitable relief, as well as damages. In the event of a
breach of Paragraphs A through C of this Section, the Employee shall pay to the
Bank liquidated damages equal to any money received by the Employee due to
violation of these Paragraphs, as well as court costs and reasonable attorneys'
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fees incurred by the Bank to enforce this Agreement. In the event of a breach of
Paragraph D of this Section, the Employee shall pay to the Bank liquidated
damages equal to any money received by the Employee due to violation of this
Paragraph or the equivalent of the most recent one (1) year's salary (at the
company) of the hired solicited employee, whichever is greater. Additionally,
the Employee agrees to pay the Bank court costs and reasonable attorneys' fees
incurred by the Bank to enforce this Agreement.
10. Trade Secrets, Confidential Information and Intellectual Property.
The Employee acknowledges that and as a result of her employment with the Bank,
the Employee has, is and will be making use of, acquiring, and adding to
information of a special and unique nature and value relating to the Bank's
intellectual property, trade secrets and other confidential information. In that
regard, the Employee agrees to the following:
A. The Employee shall not, at any time during or following her
employment with the Bank, divulge or disclose, or employ for any purpose
whatsoever, any of the Bank's trade secrets or other confidential information
that have been obtained by or disclosed to the Employee as a result of the
Employee's employment by the Bank. For purposes of this Agreement, "trade
secrets or other confidential information" shall mean all information which is
used in the Bank's business and which gives the Bank the opportunity to obtain
advantage over its competitors who do not know or use such information,
regardless of whether written or otherwise, including, but not limited to, trade
secrets, business methods, business plans, financial data, customer lists and
contracts, pricing plans, marketing plans or strategies, security devices,
product information, billing procedures, employee lists, salaries and other
personnel information, and other business arrangements. The term "trade secrets
or other confidential information" is not meant to include any information
which, at the time of disclosure, is generally known by the public or any
competitors of the Bank. If the Employee has any questions regarding the
confidential status of information, she should contact the CEO.
B. All notes, data, reference items, sketches, drawings,
memoranda, records, and other materials in any way relating to any of the
information referred to in the Paragraph above or to the Bank's business shall
belong exclusively to the Bank and the Employee agrees to turn over to the Bank
all copies of such materials in the Employee's possession or control (whether
hard copy or electronic) at the Bank's request or upon the termination of the
Employee's employment.
C. All intellectual property, including, but not limited to,
all software (including, without limitation, computer programs, object code,
source code, documentation, notes, records, work papers, and all other materials
associated therewith), and all copyrights, trademarks, patents, trade secrets
and other proprietary rights related thereto shall be deemed (1) the sole and
exclusive property of the Bank (and/or the Bank's clients or customers if the
Bank so determines), and (2) "trade secrets or other confidential information."
The Employee also agrees that any work prepared for the Bank or its customers or
clients that are susceptible of copyright protection shall be a
work-made-for-hire for the Bank. If any such work is deemed for any reason not
to be a work-made-for-hire, the Employee hereby agrees to irrevocably assign to
the Bank all of the Employee's right, title and interest in and to the copyright
in such work and the Employee further agrees to execute all such documents and
assurances, and to take all such action, as the Bank shall request, in order to
cause the rights assigned hereby fully to vest in the
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Bank. The Employee hereby waives all so-called "moral rights" relating to all
work developed or produced by the Employee hereunder, including, without
limitation, any and all rights of attribution, rights of approval, restriction
or limitation of use or subsequent modifications. In furtherance of the
foregoing, and not in limitation thereof, the Employee agrees to assign the Bank
all of the Employee's right, title and interest in and to any and all ideas,
concepts, know-how, techniques, processes, methods, inventions, discoveries,
developments, innovations and improvements conceived or made by the Employee,
whether alone or with others, during the Employee's employment with the Bank,
and which either (i) involve or are reasonably related to the Bank's business or
(ii) incorporate or are based on, in whole or in part, any of the Bank's trade
secrets or other confidential information. (all of the aforesaid sometimes
referred to herein as the "Inventions"). The Employee agrees to disclose all
Inventions to the Bank promptly, and to provide all assistance reasonably
requested by the Bank in the preservation of the Bank's interest in the
Inventions, such as by executing documents, testifying and the like, which
assistance shall be provided at the Bank's expense but without any additional
compensation to the Employee. The Employee shall, at the Bank's expense, assist
the Bank or its nominee to obtain patent protection for such Inventions in any
countries the Bank may elect in its sole discretion throughout the world. All
Inventions shall be the property of the Bank or its nominees, whether patentable
or not. The Employee hereby assigns and agrees to assign to the Bank, all of the
Employee's right title and interest in and to all patent applications, patents
and reissues related to any Inventions. The Employee agrees to execute,
acknowledge and deliver all documents, and to provide other assistance, at the
Bank's request and expense, during and subsequent to the Employee's employment
by the Bank, confirming the complete ownership by the Bank of any and all
Inventions, enabling the Bank or its nominees to apply for and maintain patent
protection (if applicable), and/or any other legal protection that may then be
available for the Inventions.
D. The Employee acknowledges that any breach of this Section
will cause irreparable harm to the Bank and entitle the Bank to injunctive or
other equitable relief, as well as damages. Damages shall include, but are not
limited to, the Employee's payment of the court costs and reasonable attorneys'
fees incurred by the Bank to enforce this Agreement.
11. Governing Law. This Agreement shall be governed by, and enforceable
by, the laws of the State of Maryland.
12. Other Agreements. Any earlier employment agreements between the
Employee and the Bank are hereby terminated and shall be of no further effect
after the effective date hereof.
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13. Miscellaneous.
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A. Any notices required by this Agreement shall (i) by made in
writing and mailed by certified mail, return receipt requested, with adequate
postage repaid; (ii) be deemed given when so mailed; (iii) be deemed received by
the addressee within ten (10) days after given or when the certified mail
receipt of such mail is executed, whichever if earlier; and (iv) in the case of
the Bank, be mailed to its principal office, or in the case of the Employee, be
mailed to the last address that the Employee has given to the Bank.
B. This Agreement may not be modified orally. Any changes,
amendments, or modifications to this Agreement must be made in writing and
signed by both parties.
C. Except as otherwise provided in this Agreement, if any term
or provision of this Agreement is held to be illegal or invalid, said illegality
or invalidity shall not affect the remaining terms or provisions hereof and each
term and provision of this Agreement shall be enforced to the fullest extent
permitted by law.
D. This Agreement shall extend to, and be binding upon the
Employee, and upon the Bank and its successors and assigns and the term "Bank"
as used herein shall include its successors and assigns whether by merger,
consolidation, combination or otherwise.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, under seal, as of the day and year first hereinabove written.
ATTEST:
OLD LINE BANK.
/s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxxxx (SEAL)
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Xxxxxx Xxxxxxx, Secretary Xxxxx X. Xxxxxxxxx, President and
Chief Executive Officer
WITNESS:
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxxxxx X. Xxxx (SEAL)
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Xxxxxxxxx X. Xxxx
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