EXHIBIT 10(M)
SETTLEMENT AND NONCOMPETITION
AGREEMENT
THIS SETTLEMENT AND NONCOMPETITION AGREEMENT (the "Agreement") made
and entered into this 1st day of July 1997, by and between BB&T CORPORATION, a
North Carolina corporation with its principal office at Winston-Salem, North
Carolina ("BB&T"), and ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, an individual residing in Whiteville,
North Carolina ("▇▇▇▇▇▇").
R E C I T A L S:
- - - - - - - -
▇▇▇▇▇▇ has been employed by United Carolina Bancshares Corporation
("UCB") as its Chairman of the Board of Directors and Chief Executive Officer
pursuant to an Employment Agreement entered into by ▇▇▇▇▇▇ and UCB dated as of
January 18, 1995 (the "UCB Employment Agreement"). As of November 1, 1996, BB&T
and UCB entered into an Agreement and Plan of Reorganization (later modified as
of the same date in an Amended and Restated Agreement and Plan of
Reorganization, and referred to herein as the "Reorganization Agreement"),
pursuant to which UCB has been merged with and into BB&T (the "Merger"). The
parties hereto acknowledge that the UCB Employment Agreement constitutes a
legally enforceable agreement by ▇▇▇▇▇▇, that ▇▇▇▇▇▇ has complied with his
obligations thereunder in all material respects, and that ▇▇▇▇▇▇ is willing and
able to continue to perform his obligations thereunder, BB&T, as successor to
UCB, desires to terminate the UCB Employment Agreement and ▇▇▇▇▇▇'▇ employment
by BB&T and to enter into this Agreement in full settlement of the UCB
Employment Agreement. BB&T and ▇▇▇▇▇▇ acknowledge that this Agreement has been
negotiated at arms-length, that both parties hold equal bargaining positions,
and that each has relied on the advice of experienced counsel in negotiating the
terms and provisions of this Agreement.
BB&T also recognizes that ▇▇▇▇▇▇ has broad experience in the banking
business and close relations with many of UCB's major customers, has close
relations with key employees of UCB, and has extensive knowledge of UCB trade
secrets and other proprietary information, and BB&T thus believes that ▇▇▇▇▇▇
could substantially damage the business of BB&T were he to compete with BB&T or
attempt to solicit away customers or employees of BB&T.
▇▇▇▇▇▇, in consideration of the payments in Article I and the benefits
provided in Article II, agrees that the UCB Employment Agreement shall be and
hereby is terminated in its entirety effective on the date hereof, and
acknowledges and agrees that he has no further rights or entitlements
thereunder.
NOW, THEREFORE, for and in consideration of the premises and the
mutual promises and agreements hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, BB&T and ▇▇▇▇▇▇ covenant and agree as follows:
ARTICLE I
COMPENSATION
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1.01. Annual Compensation.
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(a) Payments to ▇▇▇▇▇▇.
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Commencing on the date hereof and continuing through the earlier
of (i) attainment by ▇▇▇▇▇▇ of his sixty-fifth birthday, or (ii) ▇▇▇▇▇▇'▇ death,
BB&T shall pay to ▇▇▇▇▇▇ $769,392 per annum, as adjusted as provided in Section
1.01(d) (such amount as adjusted is referred to herein as the "Base Amount").
The payments made pursuant to this Section 1.01 are in addition to the benefits
provided in Article II. One-twelfth of the Base Amount shall be paid for each
calendar month in accordance with the normal payroll practices of BB&T on the
date set from time to time for payment of monthly salary to BB&T senior
executives (the "Payment Date"). If ▇▇▇▇▇▇ shall survive to the date of his
sixty-fifth birthday (the "Determination Date"), he shall receive for the
remainder of his lifetime monthly amounts (payable on the Payment Date each
month) of seventy percent of the highest monthly Base Amount paid to him during
the twelve calendar months preceding the Determination Date, reduced as provided
in Section 1.02.
(b) Payments following Death of ▇▇▇▇▇▇.
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If ▇▇▇▇▇▇'▇ death occurs before the Determination Date, BB&T
shall pay through and including the Determination Date, to ▇▇▇▇▇▇'▇ current
spouse, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("Current Spouse"), if she survives him and was
married to ▇▇▇▇▇▇ at the date of his death, or if not, in equal portions to
Saaser's two sons, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, if they both
survive him, or if they do not both survive him, to ▇▇▇▇▇▇'▇ estate (the
foregoing to be referred to hereinafter, as appropriate, as "▇▇▇▇▇▇'▇
Beneficiary") a monthly death benefit equal to one-twelfth of the Base Amount,
including continuing adjustments as provided in Section 1.01(d). The monthly
payment for each calendar month shall be made on the Payment Date for the month.
Upon the occurrence of the Determination Date (if ▇▇▇▇▇▇'▇ death occurs before
the Determination Date), or upon ▇▇▇▇▇▇'▇ death if he dies following the
Determination Date, BB&T shall pay to his Current Spouse, if she is then living
and was married to ▇▇▇▇▇▇ at the date of his death, a monthly death benefit for
her life, payable on the Payment Date each month, equal to thirty-five percent
of the highest monthly Base Amount paid by BB&T to ▇▇▇▇▇▇ or ▇▇▇▇▇▇'▇
Beneficiary during the twelve-month period immediately preceding the
Determination Date, reduced as provided in Section 1.02. No payments shall be
made under this Section 1.01(b) following the Determination Date if ▇▇▇▇▇▇ dies
prior to the Determination Date and his Current Spouse either is not married to
him on the date of his death or does not survive beyond the Determination Date,
or following ▇▇▇▇▇▇'▇ death if ▇▇▇▇▇▇ dies following the Determination Date and
his Current Spouse is not married to him on the date of his death.
(c) Partial Month.
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If any payment pursuant to 1.01(a) or (b) commences on a day
other than the first day of a calendar month, or ceases on a day other than the
last day of a calendar month, the monthly amount payable for such partial month
shall equal the amount payable for a full month multiplied by a fraction, the
numerator of which is the number of days in the month during the period for
which the payment is to be made, and the denominator of which is the number of
days in the month.
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(d) CPI Adjustment
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The Base Amount shall be automatically increased as of each year
(commencing on July 1, 1998 and ending with July 1 next preceding the
Determination Date) to reflect increases in the cost of living (as hereinafter
described). The amount of any annual automatic cost of living increase in the
Base Amount shall be determined by multiplying the most recent Base Amount by a
fraction, the numerator of which shall be the Consumer Price Index (the "CPI")
[All Urban Consumers, South Region Average (1982-84 = 100); All Items, Bureau of
Labor Statistics of The United States Department of Labor], for the month of May
preceding the July 1 of the current calendar year, and the denominator of which
shall be the CPI for May of the calendar year preceding the current year. If the
quotient obtained in the foregoing fraction shall be less than one, the Base
Amount shall not be adjusted for the current year (and, for the purpose of
determining the CPI adjustment, if any, for future years, the denominator of the
above fraction shall be the CPI for May of the calendar year in which a CPI
adjustment was last made to the Base Amount). In the event (i) the CPI ceases to
use the 1982-84 average of 100 as the base of calculation, or (ii) a substantial
change is made in the quality or quantity of the items utilized in determining
the CPI, or (iii) the publishing of the CPI shall be discontinued for any
reason, the parties hereto shall thereafter accept and use such other index or
comparable statistics to measure the cost of living as shall be mutually
agreeable to BB&T and ▇▇▇▇▇▇ or ▇▇▇▇▇▇'▇ Beneficiary.
(e) Parachute Payment Adjustment.
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In the event that any amount required to be paid or distributed to
▇▇▇▇▇▇ pursuant to this Agreement shall constitute a parachute within the
meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and
the rules and regulations thereunder (the "Code"), and the aggregate of such
parachute payments and any other amounts otherwise required to be paid or
distributed to ▇▇▇▇▇▇ by BB&T shall cause ▇▇▇▇▇▇ to be subject to the excise
tax on excess parachute payments under Section 4999 of the Code (the "Excise
Tax"), BB&T shall pay to ▇▇▇▇▇▇ an additional amount (the "Gross-Up Payment")
such that the net amount ▇▇▇▇▇▇ shall receive after the payment of any Excise
Tax shall equal the amount which he would have received if the Excise Tax had
not been imposed. The Gross-Up Payment shall be determined by BB&T's regular
independent auditors and shall equal the sum of the following:
(i) The rate of the Excise Tax multiplied by the amount of the excess
parachute payments;
(ii) Any federal income tax, social security tax, unemployment tax or
Excise Tax imposed upon ▇▇▇▇▇▇ as a result of the Gross-Up Payment required
to be made under this paragraph (e); and
(iii) Any state income or other tax imposed upon ▇▇▇▇▇▇ as a result of
the Gross-Up Payment required to be made under this paragraph (e).
For purposes of determining the amount of the Gross-Up Payment, ▇▇▇▇▇▇
shall be deemed to pay federal income taxes at the highest marginal rate of
federal income taxation for individuals in the calendar year in which the Excise
Tax is required to be paid. In addition, ▇▇▇▇▇▇ shall be deemed to pay state
income taxes at a rate determined in accordance with the following formula:
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( l - (highest marginal rate of federal income taxation for
individuals)) X (highest marginal rate of North Carolina income taxes
for individuals in the calendar year in which the Excise Tax is required
to be paid).
The Gross-Up Payment shall be made on or before the date that ▇▇▇▇▇▇ is required
to pay the Excise Tax; provided, that if the amount of such Payment cannot be
finally determined on or before such date, BB&T shall pay to ▇▇▇▇▇▇ on such date
an estimate, as determined in good faith by BB&T's regular independent auditors,
of the minimum amount of such payment and shall pay the remainder of such
payment (together with interest at the rate provided under Section 1274(b)(2)(B)
of the Code) as soon as the amount can be determined but no later than the
thirtieth day after the date ▇▇▇▇▇▇ becomes subject to the payment of the Excise
Tax. In the event that the Excise Tax is subsequently determined to be less than
the amount taken into account hereunder at the time the Gross-Up Payment is
made, ▇▇▇▇▇▇ shall repay to BB&T at the time that the amount of such reduction
in Excise Tax is finally determined, the portion of the Gross-Up Payment
attributable to such reduction (plus the portion of the Gross-Up Payment
attributable to the Excise Tax, federal and state taxes imposed on the Gross-Up
Payment being repaid by ▇▇▇▇▇▇, if such repayment results in a reduction in
Excise Tax and/or a federal or state tax deduction) plus interest on the amount
of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In
the event that the Excise Tax is determined to exceed the amount taken into
account hereunder at the time the Gross-Up Payment is made (including by reason
of any payment the existence or amount of which cannot be determined at the time
of the Gross-Up Payment), BB&T shall make an additional Gross-Up Payment in
respect of such excess (plus any interest payable with respect to such excess)
at the time that the amount of such excess is finally determined.
1.02. Other Payments.
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The payments due after the Determination Date to ▇▇▇▇▇▇ or his
Current Spouse under Section 1.01 shall be reduced by the sum of the following
amounts:
(a) BB&T Pension Plan.
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The amount actually paid each month to ▇▇▇▇▇▇ (and to
his Current Spouse, if applicable) under the BB&T Pension Plan (which plan shall
succeed by plan merger to the assets and liabilities under the UCB defined
benefit pension plan), based on the payment option applicable with respect to
▇▇▇▇▇▇ under the BB&T Pension Plan.
(b) Benefit Equivalency Plan.
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The amount actually paid each month to ▇▇▇▇▇▇ (and to
his Current Spouse, if applicable) under the UCB Benefit Equivalency Plan, based
on the payment option applicable with respect to ▇▇▇▇▇▇ under such Plan.
1.03. Liquidated Damages.
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The amounts payable pursuant to this Article I and the life
insurance coverages and other benefits provided in Article II are payable to or
for the benefit of ▇▇▇▇▇▇ as liquidated damages for settlement of the UCB
Employment Agreement, as well as compensation for the covenants in Article III.
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ARTICLE II
ADDITIONAL BENEFITS
In order to protect ▇▇▇▇▇▇ against the loss of certain rights and
benefits to which he is entitled under the UCB Employment Agreement, and to
provide certain additional benefits, BB&T hereby agrees to the following:
2.01. Life Insurance.
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BB&T shall maintain ▇▇▇▇▇▇'▇ split-dollar life insurance policies and
shall provide additional life insurance, as follows:
(a) Split-Dollar Life Insurance.
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BB&T shall continue to pay through the earlier of the Determination
Date or ▇▇▇▇▇▇'▇ death the employer's portion of the premiums on the UCB
split-dollar insurance policies on ▇▇▇▇▇▇'▇ life. ▇▇▇▇▇▇ or his designee shall
continue to own the policies subject to BB&T's interest therein.
(b) Life Insurance.
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BB&T has acquired and shall maintain one or more life insurance
policies with an insurer reasonably acceptable to ▇▇▇▇▇▇ with an aggregate death
benefit of $1,000,000 on ▇▇▇▇▇▇'▇ life, payable to one or more beneficiaries
designated from time to time by ▇▇▇▇▇▇. BB&T shall pay the premium payments for
such policies until the date of ▇▇▇▇▇▇'▇ death.
2.02. Medical Insurance.
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BB&T shall provide medical benefits coverage to ▇▇▇▇▇▇, including
dependent coverage for his Current Spouse (if she shall remain married to
▇▇▇▇▇▇), at the same level as provided by BB&T to participants under the BB&T
Corporation Retiree Health Care Plan (the "BB&T Plan") for the period beginning
on the date hereof and ending on the date of death of ▇▇▇▇▇▇ or, if later, the
date of death of his Current Spouse if she shall be married to him at the date
of his death; provided, however, that in on event will the level of such
benefits be less than that provided under UCB's retiree health plan in effect
immediately prior to the effective time of the Merger. ▇▇▇▇▇▇ (or, if coverage
extends beyond ▇▇▇▇▇▇'▇ death, his Current Spouse) shall be responsible for that
percentage of the cost of his coverage (and that of his dependent spouse) under
the BB&T Plan which is paid by other similarly situated participants under the
BB&T plan.
2.03. Other Benefits.
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In addition to the benefits provided in Section 2.02, ▇▇▇▇▇▇ shall be
entitled to participate in the benefit plans or arrangements under the BB&T
Corporation Flexible Compensation Program (the "BB&T Flexible Benefits Plan"),
if and to the extent he is eligible to participate in accordance with the terms
and provisions of the BB&T Flexible Benefits Plan. ▇▇▇▇▇▇ shall be responsible
for that portion of the cost of his coverage under the BB&T Flexible Benefits
Plan which is paid by other similarly situated
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participants under the BB&T Plan. If ▇▇▇▇▇▇ is not eligible to participate in
accordance with the terms and conditions of the BB&T Flexible Benefits Plan,
BB&T shall, if ▇▇▇▇▇▇ so requests, provide similar coverage outside such plan at
a level not less than that provided under UCB's flexible benefits plan in effect
immediately prior to the effective time of the Merger, and ▇▇▇▇▇▇ will pay an
amount towards such alternate coverage as he would have paid had he been
eligible to participate in the BB&T Flexible Benefits Plan.
2.04 Long Term Incentive Plan.
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In accordance with the UCB Long Term Incentive Plan, immediately prior
to the effective time of the Merger, the dollar amount of ▇▇▇▇▇▇'▇ accrued
benefits under such plan were converted to shares of UCB common stock based on
the average of the closing price of such stock over the 20 trading days
immediately preceding the Merger. Such UCB shares were converted to shares of
BB&T common stock in the Merger, based on the Exchange Ratio (as defined in the
Reorganization Agreement). Such shares of BB&T common stock shall be distributed
to ▇▇▇▇▇▇ in a single lump sum on the date hereof.
2.05 Stock Options.
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Any Stock Options (as defined in the Reorganization Agreement) issued
pursuant to the Stock Option Plan (as defined in the Reorganization Agreement)
in which ▇▇▇▇▇▇ is vested as of the date hereof shall be converted to options to
acquire shares of common stock of BB&T pursuant to Section 2.10 of the
Reorganization Agreement. Such Stock Options as so converted shall be subject to
and governed by the terms of the Stock Option Plan as defined in the
Reorganization Agreement.
ARTICLE III
NONCOMPETITION AND CONFIDENTIALITY
3.01 Background for Covenants.
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▇▇▇▇▇▇ has been an employee of UCB for approximately 29 years, of
which 14 years have been as Chairman of the Board of Directors, Chief Executive
Officer or in other senior executive positions. During his tenure with UCB,
▇▇▇▇▇▇ has established close personal relationships with many of UCB's largest
and most significant customers. In addition, he has established close personal
relationships with many of UCB's key employees at all levels within the
organization, many of whom will be important to BB&T in the transition period
following the merger of UCB into BB&T and in conducting the former business of
UCB on an on-going basis. ▇▇▇▇▇▇ and BB&T recognize and acknowledge that ▇▇▇▇▇▇
could cause serious harm to the business formerly conducted by UCB (and now to
be conducted by BB&T) if he were to compete with BB&T in its market area or if
he were to attempt to entice key employees of UCB (now employees of BB&T) to
terminate their employment with BB&T. The parties further acknowledge that the
terms and provisions of this Article III have been negotiated at arms-length,
that both parties hold equal bargaining positions, that each party has relied on
the advice of experienced legal counsel in negotiating the terms and provisions
of this Article III, and that each party intends to be legally bound by these
terms and provisions.
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3.02. Noncompetition and Nonsolicitation Covenants.
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Following the date of this Agreement, ▇▇▇▇▇▇ shall not directly
or indirectly, (i) anywhere in the states of North Carolina, South Carolina and
Virginia and in any county outside such states contiguous to one or more of such
states, either as a principal, agent, employee, employer, stockholder, owner,
member, proprietor, partner or in any other individual or representative
capacity whatsoever, engage in the banking and financial services business,
which includes consumer, savings and commercial banking and the insurance and
trust businesses, or the savings and loan or mortgage banking business, or any
other business in which BB&T is engaged at this time; (ii) solicit or assist any
other person in soliciting, any depositors or customers of BB&T (including
without limitation any former depositors or customers of UCB) to become
depositors or customers of any other institution; or (iii) induce any employee
of BB&T (including without limitation any former employee of UCB) to terminate
his or her employment with BB&T; provided, that nothing contained in part (i) of
this Section 3.02 shall be deemed to limit ▇▇▇▇▇▇'▇ right to invest in a
business similar to BB&T's business if such investment is limited to less than
one percent of the capital stock or other securities of any corporation or
similar organization with stock or securities publicly owned or regularly traded
on any public exchange or market. This Section 3.02 shall apply for a period of
ten years from the date hereof.
3.03. Proprietary and Confidential Information.
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▇▇▇▇▇▇ acknowledges that during his employment with UCB he
learned a substantial amount of information which is now proprietary and
confidential to BB&T. Such proprietary and confidential information includes,
but is not limited to, UCB's business, marketing, customer development,
strategic planning and expansion plans, methods of doing business, trade secrets
and similar information as related to the business formerly conducted by UCB.
▇▇▇▇▇▇ acknowledges that BB&T would be damaged if such proprietary and
confidential information were made available to BB&T's competitors. ▇▇▇▇▇▇
agrees that, except as required by law, he shall not at any time divulge to any
person, agency, institution, company or other entity any information which he
knows or has reason to believe is proprietary or confidential to BB&T. ▇▇▇▇▇▇
agrees that his duties and obligations under this Section 3.03 shall continue
for as long as such information remains proprietary or confidential to BB&T.
3.04. Breach of Obligations.
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Payments and benefits due ▇▇▇▇▇▇ under Article I (other than
under Section 1.01(e)) shall be discontinued in the event ▇▇▇▇▇▇ breaches the
provisions of Section 3.02 or 3.03; provided that ▇▇▇▇▇▇ has received written
notice from BB&T of such breach and such breach remains uncured thirty days
after the delivery of such notice. If there is a disagreement between the
parties as to whether ▇▇▇▇▇▇ has breached Section 3.02 or 3.03, then after the
above thirty-day period, if such breach remains uncured in BB&T's opinion, BB&T
may suspend payments and benefits to ▇▇▇▇▇▇ until such time as BB&T and ▇▇▇▇▇▇
shall agree as to BB&T's right to discontinue payments and benefits or until
there is a final determination of the issue. In the event such determination
results in a continuation of payments and benefits to ▇▇▇▇▇▇, BB&T shall pay any
suspended payments in a lump sum, together with interest at the rate provided
under Section 1274(b)(2)(B) of the Code from the date of suspension, and shall
resume regular payments and benefits in accordance with Article I.
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3.05 Reasonableness of Restrictions.
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BB&T and ▇▇▇▇▇▇ acknowledge and agree that this Agreement,
including without limitation the noncompetition provisions of Section 3.02 and
the nondisclosure provisions of Section 3.03, does not unduly or unfairly
curtail ▇▇▇▇▇▇'▇ ability to support himself and his family due to ▇▇▇▇▇▇'▇
financial resources, extensive business experience and expertise, and ability to
engage in banking and related businesses outside of North Carolina, South
Carolina and Virginia. BB&T and ▇▇▇▇▇▇ further acknowledge and agree that the
protections to BB&T in this Article III are reasonable and necessary in relation
to the need of BB&T to protect its business.
ARTICLE IV
AMENDMENT OR TERMINATION
BB&T may, with the prior written consent of ▇▇▇▇▇▇ or ▇▇▇▇▇▇'▇
Beneficiary following his death, modify, alter, amend or terminate this
Agreement, in whole or in part at any time. An amendment may be made
retroactively if it is necessary to make this Agreement conform to applicable
law or if agreeable to the parties. No amendment or modification of this
Agreement or any covenant, condition or limitation shall be valid unless in
writing and duly executed by the parties to this Agreement.
ARTICLE V
BOARD OF DIRECTOR AND EXECUTIVE COMMITTEE SERVICE
At the first meeting of the Board of Directors of BB&T following
the date hereof, ▇▇▇▇▇▇ will be appointed to BB&T's Board of Directors, which
appointment will continue for so long as ▇▇▇▇▇▇ is willing and able to serve
and until the next annual meeting of shareholders of BB&T. ▇▇▇▇▇▇ will also at
such meeting be appointed as a member of the Executive Committee of BB&T's Board
of Directors. Thereafter, BB&T will use to best efforts, subject to the
fiduciary duties of the members of the Nominating Committee and the other
members of its Board of Directors, to nominate ▇▇▇▇▇▇ for election to BB&T's
Board of Directors and to appoint him to the Executive Committee, in each case
so that he will serve on the Board and Executive Committee until the normal
retirement age for BB&T directors as established from time to time (currently
age 70). ▇▇▇▇▇▇ will receive the normal compensation of an outside director or
committee member with respect to these services.
ARTICLE VI
GENERAL PROVISIONS
6.01. Construction.
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Headings and subheadings used in this Agreement have been inserted
for convenience of reference only and shall be ignored in any construction of
the provisions. If a provision of this Agreement is illegal or invalid, that
illegality or invalidity does not affect other provisions in this Agreement.
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6.02. Governing Law.
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This Agreement shall be construed, enforced, and administered in
accordance with the laws of the State of North Carolina (other than its choice
of law rules), except to the extent that those laws are superseded by the laws
of the United States of America.
6.03. Mitigation.
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▇▇▇▇▇▇ shall not be required to mitigate the amounts of any payments
provide for in this Agreement by seeking other employment or otherwise, nor
shall the amount of any such payment be reduced by any compensation earned by
▇▇▇▇▇▇ as the result of employment by another employer, subject to compliance by
▇▇▇▇▇▇ with the provisions of Sections 3.02 and 3.03.
6.04 Withholding.
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All payments provided for hereunder shall be paid net of any
applicable withholding required under federal, state or local law.
6.05. Notice.
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For purposes of this Agreement, notices and all other communications
shall be in writing. All notices to BB&T shall be directed to the attention of
the Chief Executive Officer. Notices and communications are effective when
personally delivered or sent by nationally recognized air courier, charges
prepaid, addressed to the addressee at the addressee's last known address.
Notices of change in address are effective only upon receipt.
6.06 Certain Expenses.
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In the event a dispute arises as to ▇▇▇▇▇▇'▇ entitlements to any
rights or benefits hereunder, and thereafter ▇▇▇▇▇▇ incurs legal fees and other
expenses, including court costs or arbitrator fees, in seeking to obtain or to
enforce such rights or benefits, and ▇▇▇▇▇▇ prevails in obtaining or enforcing
such rights or benefits through settlement, arbitration, judgment or otherwise,
BB&T shall promptly pay ▇▇▇▇▇▇'▇ reasonable legal fees and expenses incurred in
so enforcing this Agreement. Except to the extent provided in the preceding
sentence, each party hereto shall pay its own legal fees and other expenses
associated with any dispute.
6.07. Entire Agreement.
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This Agreement sets forth all of the promises, covenants, agreements,
conditions and understandings between the parties to this Agreement with respect
to the subject matter hereof, and supersedes all prior and contemporaneous
agreements, understandings, inducements or conditions, express or implied, oral
or written, with respect thereto, except as contained herein. Specifically,
without limitation, ▇▇▇▇▇▇ agrees that (i) this Agreement fulfills the
obligations of BB&T with respect to him as set forth in that letter agreement
between UCB and BB&T dated November 1, 1996, as amended and supplemented, (ii)
the UCB Employment Agreement is terminated in its entirety effective on the date
hereof, and he has no further rights or entitlements under the UCB Employment
Agreement, and (iii) his employment with UCB
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is terminated and the benefits and payments herein are in full settlement of all
obligations to him under the UCB Employment Agreement or otherwise arising out
of his employment with UCB.
6.08. Recitals.
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The Recitals to this Agreement shall form a part of this
Agreement.
6.09. Counterparts.
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This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
6.10. Contests and Audits.
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▇▇▇▇▇▇ agrees that for tax purposes he shall report the payments
made to him hereunder in a manner that is consistent with the tax treatment of
such payments by BB&T. ▇▇▇▇▇▇ shall promptly notify BB&T in writing upon receipt
of notice of any pending or threatened audit or assessment with respect to
▇▇▇▇▇▇ which may relate to the treatment of payments hereunder. BB&T shall have
the right at its option and expense to exclusively control and have
responsibility for the conduct of any audit, examination, proceeding or
litigation (a "Contest") to the extent such Contest relates to the treatment of
payments hereunder, but ▇▇▇▇▇▇ shall retain control of any other matter included
in such Contest. BB&T agrees to notify ▇▇▇▇▇▇ reasonably in advance of any
proposed settlement.
[signature page follows]
10
IN WITNESS WHEREOF, BB&T, by its duly authorized officer and ▇▇▇▇▇▇ have
hereunto set their hands as of the day and year first written above.
BB&T CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇
Chairman of the Board of Directors
and Chief Executive Officer
-----------------------------------------
▇. ▇▇▇▇▇ ▇▇▇▇▇▇
IN WITNESS WHEREOF, BB&T, by its duly authorized officer and ▇▇▇▇▇▇ have
hereunto set their hands as of the day and year first written above.
BB&T CORPORATION
By:
--------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇
Chairman of the Board of Directors
and Chief Executive Officer
/s/ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
▇. ▇▇▇▇▇ ▇▇▇▇▇▇
