UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
Amendment 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number 0-16234
CENTURY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1489098
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer
Identification No.)
1275 Pennsylvania Avenue, N.W. Washington, DC 20004
--------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(202) 496-4100
(Registrant's Telephone Number, Including Area Code)
Securities Registered Pursuant To Section 12(b) of the Act:
Title of Each Class Name of each exchange on which registered
None None
Securities Registered Pursuant To Section 12(g) of the Act:
Title of Each Class
Common Stock, $1.00 par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X].
As of March 23, 1999, the number of shares of common stock outstanding
was 2,583,462. As of such date, the aggregate market value of voting stock held
by nonaffiliates was approximately $11,212,000.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive annual proxy statement to be
filed within 120 days of the Registrant's fiscal year ended December 31, 1998
are incorporated by reference into Part III.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
CENTURY BANCSHARES, INC.
(Registrant)
By: /s/ JOSEPH S. BRACEWELL
-----------------------------
Joseph S. Bracewell
Chairman of the Board, President and
Chief Executive Officer
By: /s/ CHARLES V. JOYCE III
-----------------------------
Charles V. Joyce III
Senior Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Dated: March 29, 1999.
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, this report has been signed below by the
following persons on behalf of the Registrant in the capacities indicated, on
the 29th day of March, 1999.
<TABLE>
<CAPTION>
<S> <C>
/s/ JOSEPH S. BRACEWELL Chairman of the Board, President and
- -----------------------------------------------------
Joseph S. Bracewell Chief Executive Officer
* Director
- -----------------------------------------------------
*George Contis
* Director
- -----------------------------------------------------
*John R. Cope
* Director
- -----------------------------------------------------
*Bernard J. Cravath
* Director
- -----------------------------------------------------
*Neal R. Gross
Director
- -----------------------------------------------------
William McKee
* Director
- -----------------------------------------------------
*William C. Oldaker
*By: /s/ Joseph S. Bracewell
- -----------------------------------------------------
Attorney-in-Fact
-61-
</TABLE>
<PAGE>
Index to Exhibits
Exhibit No. Description
- -------------------------------------------------------------------------------
10.13 Lease Agreement dated July 23, 1993, by and between McLean
Poplar Partners and Eastern American Bank, F.S.B which was
assumed by Century National Bank under the Purchase and
Assumption Agreement (dated July 24, 1997 and noted in 2.1
above).
10.14 Lease Agreement dated September 30, 1997, by and between The
Life Underwriter Training Council and Century National Bank.
10.15 Century Directors' Trust established June 24, 1998, by the
Company and the Bank for the benefit of the directors of the
Company and the Bank.
10.16 Amendment dated March 1, 1998, of the employment agreement
between the Company and the Bank and Mr. Joseph S. Bracewell.
11 Earnings per share computation.
21 List of Subsidiaries.
24 Power of Attorney.
27 Financial Data Schedule.
EXHIBIT- 10.13
PURCHASE AND ASSUMPTION AGREEMENT
BY AND BETWEEN EASTERN AMERICAN BANK, FSB
AND CENTURY NATIONAL BANK
JULY 24, 1997
Exhibit 1.02(b)
Lease Agreement - 6832 Old Dominion Drive
<PAGE>
July 23, 1993
Eastern American Bank
208 Elden Street
Suite 200
Herndon, Virginia 22070
Gentlemen:
You (the "Bank") and we have today executed a Lease for certain
premises (the "Premises") located on the ground floor of the office building
situated at 6892 Old Dominion Drive, McLean, Virginia. Pursuant to the terms of
the Lease, the Landlord has undertaken to perform certain tenant improvements
in the Premises (the "Landlord Work"). The Bank intends make a loan (the
"Loan") in the amount of $50,000 to provide Landlord with the necessary funds
for the construction of the Landlord Work.
In the event the Bank fails to disburse the Loan to the Landlord by
not later than August 15, 1993, the Bank agrees that it shall pay for the
Landlord Work itself. Such payment shall be made promptly following
presentation by Landlord of invoices for such work. in such event the Buildout
Cost component of the Base Rent will be eliminated and the deposit contemplated
by Section 7 of the Lease will be reduced by $50,000. All other terms of the
Lease shall remain in full force and effect.
Very truly yours,
MCLEAN POPLAR PARTNERS
BY:
William J. Englat
ACCEPTED AND AGREED TO
this on 23 day of July, 1993
EASTERN AMERICAN BANK
By:_______________________
James Miller
<PAGE>
6832 Old Dominion Drive
McLean, Virginia
LEASE
THIS LEASE is made and entered into this 23 day of July 1993, by and between
MCLEAN POPLAR PARTNERS ("Landlord"), and EASTERN AMERICAN BANK, F.S.B.
("Tenant").
In consideration of the agreements hereinafter set forth, the parties
hereto mutually agree as follows:
1. DEMISED PREMISES. Landlord hereby leases to Tenant, and Tenant
hereby leases from Landlord, certain space (the "Demised Premises") on the
ground floor of the office building (the "Building") situated at 6832 Old
Dominion Drive, McLean, Virginia, 22101 which Demised Premises are outlined on
Exhibit A attached hereto together with the uninterrupted, non-exclusive right
to use all parking areas not assigned to other tenants, driveways, walkways,
corridors, elevators and other common areas and amenities of the Building. It
is agreed by the parties that the Demised Premises contain approximately 1,902
square feet of rentable area.
2. TERM. This Lease shall be for a term of ten (10) years beginning on
the Lease Commencement Date, which shall be October 1, 1993, or if later, as
soon thereafter as the Landlord Work, as specified on Exhibit D hereto, has
been substantially completed. As used herein, "substantial completion" shall
mean that state of completion of the Landlord Work that permits the Tenant to
use the Demised Premises for the operation of its normal business operations
even though certain minor cosmetic work remains unfinished, and that permits a
certificate of occupancy or other similar required document to be issued by the
governmental authority having jurisdiction over the Landlord Work. Within
thirty (30) days after the Lease Commencement Date, Landlord and Tenant shall
execute Exhibit C attached hereto, setting forth the dates of commencement and
expiration of the term of this Lease.
3. USE. Tenant will use and occupy the Demised Premises solely for a
bank and uses incidental thereto in accordance with the use permitted under
applicable zoning regulations, and for no other purpose. Tenant will not use or
occupy the Demised Premises for any unlawful, disorderly, or hazardous purpose,
and will not manufacture any commodity or prepare or dispense any food or
beverage therein, except for Tenant's employee's personal use in the Demised
Premises.
4. RENTAL. A. Tenant shall pay to Landlord a basic annual rental of
Eighty-Two Thousand, Three Hundred Eighteen and 56/100 Dollars ($82, 318. 56) ,
subject to adjustment in accordance with the provisions of Addendum A (Rent
Adjustment Formula") attached hereto and made a part hereof, payable in equal
monthly installments in advance on the first day of each calendar month during
the term of this Lease. If the Lease Commencement Date occurs on a day other
than the first day of a month, rent from the Lease Commencement Date until the
first day of the following month shall be prorated at the rate of one-thirtieth
(1/30th) of the monthly rental for each such day, payable in advance on the
Lease Commencement Date. Tenant will pay said rent without demand, deduction,
set-off or counterclaim, by direct deposit to an account maintained by Landlord
at Eastern American Bank or to such other party or address as Landlord may
designate by written notice to Tenant. If Landlord shall at any time or times
accept said rent after it shall become due and payable, such acceptance shall
not excuse delay upon subsequent occasions, or constitute a waiver of any or
all of Landlord's rights hereunder.
B. Tenant shall have the exclusive right to use parking spaces (the
"Parking Spaces") at no additional rent. Six (6) of the Parking Spaces shall be
surface parking spaces in the parking lot of the Building and four (4) of the
Parking Spaces shall be garage spaces in the garage of the Building. All of
Tenant's parking spaces shall be clearly marked as reserved for Tenant's use.
C. Tenant covenants to pay to Landlord, without notice or demand and
without deduction or set-off for any reason, the basic annual rental, the
escalation rental and all other sums which under any of the provisions of this
Lease may become payable to Landlord, all of which shall be treated as rental
payments hereunder, at the times and in the manner in this Lease provided. All
such amounts shall be paid to Landlord at Landlord's address as specified in
this Lease unless and until Landlord otherwise notifies the Tenant in writing,
after which the Tenant shall make such payments to such party and at such place
as Landlord may designate. If Landlord shall at any time or times accept said
rent after it becomes due and payable, such acceptance shall not excuse delay
upon subsequent occasions or constitute a waiver of any or all of Landlord's
rights hereunder.
D. Abatement of Base Rent. Notwithstanding any other provision of the
Lease to the contrary, the basic rental payable by Tenant hereunder for the
first eight full calendar months of the term hereof shall be $2,421.88 per
month (based on an annual rental rate of $15.28 per square foot), representing
an abatement of basic rent equal to $4,438 per month, or a total rent abatement
of $35,504, subject to adjustment in accordance with the provisions of Addendum
A. Such abatement is based upon and is equal to the basic rent payable by
Tenant under the lease (Existing Lease") of its current McLean, Virginia bank
branch for the period from October 1, 1993 until June 1, 1994. In the event
Tenant is not required to pay all or any portion of such basic rental under the
Existing Lease for any reason, the amount of the rent abatement provided
hereunder shall be reduced in an amount equal to such unpaid amount. In
addition, in the event the Commencement Date occurs after October 1, 1993, the
amount of the rent abatement provided hereunder shall be reduced by an amount
equal to the basic rent payable by Tenant under the Existing Lease for the
period from October 1, 1993 until the Commencement Date.
5. INCREASES IN REAL ESTATE TAXES AND OPERATING COSTS. During the term
of this Lease, Tenant shall pay to Landlord, as additional rent, Eight and
Thirty-one Hundredths percent (8.31%) (being the proportion which the floor
area of the Demised Premises bears to the total rentable floor area of the
Building (the "Tenant's Share") of any increase during the term of this Lease
in Operating Costs over a base index of $6.00 per square foot of rentable space
in the Building. For the purposes of this Article 5 the term "Real Estate
Taxes" means the total of all taxes and assessments, general and special,
ordinary and extraordinary, foreseen or unforeseen, including assessments for
public improvements and betterments, assessed, levied or imposed with respect
to the land on which the Building is located (the "Land") and the Building and
the Fairfax County gross receipts tax. Real Estate Taxes shall not include any
sales tax or excise tax imposed by any governmental authority upon the rent
payable by Tenant hereunder, and in the event that any sales tax or excise tax
is imposed by any governmental authority on the rent payable by Tenant
hereunder, such sales tax or excise tax shall be paid by Tenant. For purposes
of this Article 5, the term "Operating Costs" are hereby defined as all Real
Estate Taxes, heat, cooling, utilities, insurance, janitorial and cleaning
service, security services, salaries, wages and other personnel costs of
engineers, superintendents, watchmen and other Building employees (but not
executive officers of Landlord), charges under maintenance and service
contracts for chillers, boilers, controls and/or elevators, exterior window
cleaning and building and grounds maintenance, management fees, all maintenance
and repair expenses and supplies which are deducted for such calendar year (and
not capitalized) for federal income tax purposes, and all other costs and
expenses of operating the Building; provided, however, that Operating Costs of
the Building shall not-, include (i) leasing commissions and other costs of
procuring new tenants, (ii) payments of principal and interest on any
mortgages, deeds of trust or other encumbrances upon the Building, (iii) items
for which other tenants of the Building are directly responsible under their
respective leases, (iv) legal and accounting fees (other than fees relating
directly to the operation of the Building), (v) capitalized improvements which
are required to be capitalized under standard accounting principles, except for
the amortized cost of capital improvements reasonably anticipated to reduce
Building Operating Costs, (vi) the cost of any tenant build-out for other
tenants of the Building, (vii) cost resulting from the negligence of Landlord
or its employees, agents, or contractors, (viii) costs which are or could be
covered by insurance maintainable by Landlord, (ix) the cost of Landlord's
violation of any law or regulation, and (x) costs of any structural repairs to
the Building or the Demised Premises. Annually, Landlord shall submit to Tenant
a statement (the "Expense Statement") of the determination by Landlord of the
increase (the "Expense Increase") in the Operating Costs for the preceding
year, including Tenant's aforesaid proportionate share (the "Tenant's Expense
Increase Share") of such increase. Within fifteen (15) days after the delivery
of the Expense Statement, Tenant shall pay to Landlord Tenant's Expense
Increase Share. In order to provide for payment by Tenant of Tenant's Expense
Increase Share for any Lease Year on an estimated monthly installment basis
during such calendar year, Tenant agrees that commencing as of the first day of
the first calendar month following the Lease Commencement Date, Tenant shall
pay to Landlord an amount (the "Monthly Expense Increase") equal to one-twelfth
(1/12th) of Tenant's Expense Increase Share for the previous calendar year (had
the Lease then been in effect), which additional monthly payment shall be
applied as a credit against Tenant's Expense Increase Share for such Lease
Year. In the event that after the Operating Costs for such Lease Year have been
determined, such additional monthly payments are in excess of Tenant's Expense
Increase Share for such Lease Year, Landlord shall promptly refund such excess
to Tenant, and in the event that the amount of such monthly payments is
insufficient to pay the full amount of Tenant's Expense Increase Share for such
Lease Year, Tenant shall pay to Landlord, within fifteen (15) days after the
delivery of the Expense Statement, the entire amount of such deficiency. Tenant
shall have the right, at Tenant's expense, for a period of twelve (12) months
following the date of any Expense Statement, to audit Landlord's books with
respect to such Expense Statement. All information disclosed to Tenant during
such audit shall be kept in strict confidence by Tenant.
6. RENTAL ESCALATION. For the second Lease Year and for each Lease
Year thereafter, Tenant shall pay in equal monthly installments as rental for
the Demised Premises the annual rental set forth in Article 4 increased to one
hundred three percent (103%) of the annual rental applicable during the
immediately preceding Lease Year. With the first monthly payment of rental
during a Lease Year which is due at least fifteen (15) days after tenant's
receipt of a statement (the "Escalation Statement") from Landlord specifying
the monthly rental payable during such Lease Year (computed as aforesaid) ,
Tenant shall pay the monthly rental specified therein for such month and, in
addition, shall pay the difference for all prior months of such Lease Year
between the monthly rental so specified and the monthly rental which Tenant was
theretofore required to pay for such prior months. Thereafter, Tenant shall pay
the monthly rental specified in the Escalation Statement until the first
monthly rental payment due at least fifteen (15) days after Tenant receives the
next Escalation Statement-, when Tenant shall make the payments specified in
the preceding sentence. For purposes of this Lease, if the Lease Commencement
Date occurs on the first day of a calendar month, the first, Lease Year is the
twelve (12)-month period commencing on such day, and if the Lease Commencement
Date occurs on other than the first day of a calendar month, the first Lease
Year is the twelve (12) -month period commencing on the first day of the first
calendar month after the Lease Commencement Date. Each subsequent Lease Year
shall begin on the annual anniversary of the commencement of the first Lease
Year.
7. DEPOSITS. Tenant's security deposit in the amount of Fifty-six
Thousand Eight Hundred Fifty-nine and 00/100 Dollars ($56,859.00) (sometimes
hereinafter referred to as the "Original Deposit") , which is being paid to
Landlord simultaneously with the execution hereof, shall become the security
deposit for this Lease. Such security deposit shall be considered as security
for the performance by Tenant of all of Tenant's obligations under this Lease.
Such security deposit shall be deposited in a federally insured account with a
bank mutually acceptable to Landlord and Tenant (it being agreed that Eastern
American Bank is acceptable to both Landlord and Tenant). All interest accruing
on the security deposit shall become a part of the security deposit. Provided
Tenant is not then in default of its obligations under this Lease, on each
anniversary date of the Lease Commencement Date, the Original Deposit shall be
reduced by an amount equal to the amount of principal curtailments of that
certain loan from Eastern American Bank to Landlord in the original principal
amount of Fifty Thousand and 00/100 Dollars ($50,000.00) (the "Loan") paid
during the preceding twelve (12) months. Upon final repayment of the Loan the
amount of the original Deposit shall be reduced to Six Thousand Eight Hundred
Fifty-nine and 00/100 Dollars ($6,859.00) plus interest accrued therein. Upon
expiration of the term hereof, Landlord shall (provided that Tenant is not then
in default under the terms hereof) return and pay back such security deposit to
Tenant, less such portion thereof as Landlord shall have appropriated to cure
any default by Tenant. In the event of any default by Tenant hereunder,
Landlord shall have the right, but shall not be obligated, to apply all or any
portion of the security deposit to cure such default, in which event Tenant
shall be obligated to deposit with Landlord upon demand therefor the amount
necessary to restore the security deposit to its original amount and such
amount shall constitute additional rent hereunder. In the event of the sale or
transfer of Landlord's interest in the Building, Landlord shall have the right
to transfer the security deposit to such purchaser or transferee, and in the
event Landlord does transfer the security deposit to such purchaser or
transferee, Tenant shall look solely to the new Landlord for the return of the
security deposit and the transferor Landlord shall thereupon be released from
all liability to Tenant for the return of such security deposit. Landlord is
expressly authorized to pledge the security deposit as collateral for any loan
obtained by Landlord for the performance of the Landlord Work.
8. ASSIGNMENT AND SUBLETTING. Tenant may not assign, transfer,
mortgage or encumber this Lease, nor sublet (or permit occupancy or use of) the
Demised Premises, or any part thereof, nor shall any assignment or transfer of
this Lease be effectuated by operation of law or otherwise, without the prior
written consent of Landlord, which consent shall not be unreasonably withheld
only if such proposed subtenant or assignee is a federally insured bank
rendering retail banking services. In addition, Tenant may not assign or
transfer this Lease, nor sublet (or permit occupancy or use of) the Demised
Premises or any part thereof, without giving Landlord thirty (30) days prior
written notice of Tenant's intention to sublet all or any part of the Demised
Premises. For thirty (30) days following receipt of said notice, Landlord shall
have the right, exercisable by sending written notice to Tenant, to sublet from
Tenant for the balance of the term of this Lease, (i) all of the Demised
Premises in the event Tenant notified Landlord of its intention to assign or
transfer this Lease, or (ii) only so much of the Demised Premises as Tenant
intends to sublet in the event Tenant notified Landlord of its intention to
sublet the Demised Premises or portion thereof, at the same rental per square
foot Tenant is obligated to pay to Landlord hereunder. In the event Landlord
does not exercise its right to sublet such space within thirty (30) days from
receipt of said notice, Tenant may assign or transfer or sublet such space if
Tenant has obtained the prior written consent of Landlord which consent shall
not be unreasonably withheld only if such proposed subtenant or assignee is a
federally insured bank rendering retail banking services. In the event that
Tenant defaults hereunder, Tenant hereby assigns to Landlord the rent due from
any subtenant of Tenant and hereby authorizes each such subtenant to pay said
rent directly to Landlord. The consent by Landlord to any assignment, transfer,
or subletting to any party shall not be construed as a waiver or release of
Tenant from the terms of any covenant or obligation under this Lease, nor shall
the collection or acceptance of rent from any such assignee, transferee,
subtenant or occupant constitute a waiver or release of Tenant of any covenant
or obligation contained in this Lease, nor shall any such assignment, transfer
or subletting be construed to relieve Tenant from giving Landlord said thirty
(30) days notice or from obtaining the consent in writing of Landlord to any
further assignment or subletting.
9. MAINTENANCE BY TENANT. Tenant will keep the Demised Premises and
the fixtures and equipment therein in clean, safe and sanitary condition, will
take good care thereof, will suffer no waste or injury thereto, and will, at
the expiration or other termination of the term of this Lease, surrender the
same, broom clean, in the same order and condition in which they are on the
commencement of the term of this Lease, except for ordinary wear and tear and
damage by the elements, fire and other casualty not due to the negligence of
the Tenant; and upon such termination of this Lease, Landlord shall have the
right to reenter and resume possession of the Demised Premises. Tenant shall
make all repairs to the Demised Premises caused by any negligent act or
omission of Tenant, or its employees or invitees.
10. ALTERATIONS. Tenant will not make or permit anyone to make any
alterations, additions or improvements, structural or otherwise (hereinafter
referred to as "Alterations"), in or to the Demised Premises or the Building,
without the prior written consent of Landlord. Tenant shall secure at its sole
cost and expense all necessary permits required for the performance of the
Alterations prior to the commencement of any work. if any mechanic's lien is
filed against the Demised Premises, the Building, and/or the Land, for work or
materials done for, or furnished to, Tenant (other than for work or materials
supplied by Landlord), such mechanic's lien shall be discharged by Tenant
within ten (10) days thereafter, at Tenant's sole cost and expense, by the
payment thereof or by the filing of any bond required by law. If Tenant shall
fail to discharge any such mechanic's lien, Landlord may, at its option,
discharge the same and treat the cost thereof as additional rent hereunder,
payable with the monthly installment of rent next becoming due; and such
discharge by Landlord shall not be deemed to waive the default of Tenant in not
discharging the same. Tenant will indemnify and hold Landlord harmless from and
against any and all expenses, liens, claims or damages to person or property
which may or might arise by reason of the making of any Alterations. If any
Alteration is made without the prior written consent of Landlord, Landlord may
correct or remove the same, and Tenant shall be liable for all expenses so
incurred by Landlord. All Alterations in or to the Demised Premises or the
Building made by either party shall immediately become the property of Landlord
and shall remain upon and be surrendered with the Demised Premises as a part
thereof at the end of the term hereof; provided, however, that if Tenant is not
in default in the performance of any of its obligations under this Lease,
Tenant shall have the right to remove, prior to the expiration of the term of
this Lease, all movable furniture, furnishings or equipment installed in the
Demised Premises at the expense of Tenant, and if such property of Tenant is
not removed by Tenant prior to the expiration or termination of this Lease, the
same shall, at Landlord's option, become the property of Landlord and shall be
surrendered with the Demised Premises as a part thereof.
Should Landlord elect that Alterations installed by Tenant be removed upon the
expiration or termination of this Lease, Tenant shall remove the same at
Tenant's sole cost and expense, and if Tenant fails to remove the same,
Landlord may remove the same at Tenant's expense and Tenant shall reimburse
Landlord for the cost of such removal together with any and all damages which
Landlord may sustain by reason of such default by Tenant.
11. SIGNS, SAFES, & FURNISHINGS. Except as otherwise provided herein,
no sign, advertisement or notice shall be inscribed, painted, affixed or
displayed by Tenant on any part of the outside or the inside of the Building
except on the doors of offices, and then only in such place, number, size,
color and style as is approved by Landlord, and if any such sign, advertisement
or notice is exhibited without Landlord's approval, Landlord shall have the
right to remove the same and Tenant shall be liable for any and all expenses
incurred by Landlord by said removal. Landlord shall provide, at no additional
cost to Tenant, one listing to consist of Tenant's name and suite number in the
Building directory located in the Building lobby. Any additional directory
listings, if approved by Landlord, shall be installed by Landlord at the sole
cost and expense of Tenant. Except as otherwise provided herein, Landlord shall
have the right to prescribe the weight and position of safes and other heavy
equipment or fixtures that Tenant desires to install in the Demised Premises.
Landlord hereby consents to the weight and position of the vault (the "Vault")
currently in the Demised Premises. Tenant shall not be required to remove the
Vault at the expiration of the term of this Lease. Tenant shall have the right
to install additional safety deposit boxes inside of the Vault and, provided
Tenant is not then in default, at: the expiration of the term of this Lease,
Tenant shall have the right to remove such additional safety deposit boxes so
long as Tenant restores the Vault to its original condition. Any and all damage
or injury to the Demised Premises or the Building caused by moving the property
of Tenant into or out of the Demised Premises, or due to the same being on the
Demised Premises, shall be repaired by and at the sole cost of Tenant. No
furniture, equipment or other bulky matter of any description will be received
into the Building or carried in the elevators except as approved by Landlord.
All moving of furniture, equipment and other material within the public areas
shall be at such times and conducted in such manner as Landlord may reasonably
require in the interests of all tenants in the Building. Tenant agrees to
remove promptly from the sidewalks adjacent to the Building any of Tenant's
furniture, equipment or other property. Landlord hereby consents to the
relocation of the existing Automatic Teller Machine ("ATM") to a wall of the
Building in the location specified on Exhibit D-1 attached hereto, provided
Tenant otherwise complies with all of the applicable provisions of this Lease.
Landlord shall perform all work in connection with moving the ATM, including
restoring the wall in which the ATM is located as of the date hereof, provided,
however, that Tenant shall be responsible for all costs and expenses incurred
in connection therewith. Tenant shall pay Landlord for such Work within thirty
(30) days following completion thereof. Such ATM is and shall remain the
property of Landlord. No representation or warranty of any kind is made by
Landlord with respect to the ATM, the Vault or any other bank equipment in the
Demised Premises. Tenant shall be solely responsible for all repairs to and
maintenance of such ATM, Vault or other equipment.
12. ENTRY FOR REPAIRS AND INSPECTIONS. Tenant will permit Landlord, or
its representatives with reasonable advance notice except in the event of an
emergency, to enter the Demised Premises, at all reasonable times, without
diminution of the rent payable by Tenant, to examine, inspect and protect the
same, and to make such alterations and/or repairs as in the reasonable judgment
of Landlord may be deemed necessary, or to exhibit the same to prospective
tenants during the last one hundred eighty (180) days of the term of this
Lease.
13. INSURANCE RATING. Tenant will not conduct or permit to be
conducted any activity or place any equipment in or about the Demised Premises,
which will, in any way, increase the rate of insurance premiums on the
Building; and if any increase in the rate of insurance premiums is stated by
any insurance company or by the applicable Insurance Rating Bureau to be due to
any activity or equipment in or about the Demised Premises, such statement
shall be conclusive evidence that the increase in such rate is due to such
activity or equipment and, as a result thereof, Tenant shall be liable for such
increase, as additional rent hereunder, and shall reimburse Landlord therefor.
14. TENANT'S EQUIPMENT. Tenant will not install or operate in the
Demised Premises any electrically operated equipment or other machinery, other
than electric typewriters, adding machines, radios, televisions, tape
recorders, dictaphones, clocks, standard size office copiers, other standard
office machines and any special equipment approved in writing by Landlord,
without first obtaining the prior written consent of Landlord, who may
condition such consent upon the payment by Tenant of additional rent in
compensation for such excess consumption of utilities (including additional air
conditioning costs) and for the cost of additional wiring as may be occasioned
by the operation of said equipment or machinery. Tenant shall not install any
other equipment of any kind or nature whatsoever which may necessitate any
changes, replacements or additions to, or in the use of the water, heating,
plumbing, air conditioning, or electrical systems of the Building without first
obtaining the prior written consent of Landlord. Business machines and
mechanical equipment belonging to Tenant which cause noise or vibration that
may be transmitted to any part of the Building to such a degree as to be
objectionable to Landlord or to any tenant in the Building shall be installed
and maintained by Tenant-, at Tenant's expense, on vibration eliminators or
other devices sufficient to eliminate such noise and vibration. Landlord shall
furnish, for each square foot contained within the Demised Premises, up to a
total of five (5) watts of electrical energy, connected load, at eighty-five
percent (85%.) demand, for a total number of hours per month equal to the
number of hours, in total, during which Landlord provides heating and/or
cooling pursuant to Article 16B hereof. If the installations within the Demised
Premises (including all lighting fixtures) in the judgment of a registered
engineer selected by Landlord use a higher connected load and/or a higher
demand factor and/or are used for a greater number of hours than as aforesaid,
then Tenant shall reimburse Landlord, as additional rent hereunder, for the
cost of such additional electricity as determined by such engineer.
15. INDEMNITY AND PUBLIC LIABILITY INSURANCE. Tenant will indemnify
and hold harmless Landlord from and against any loss, damage or liability
occasioned by or resulting from any default hereunder or any willful or
negligent act on the part of Tenant, its agents, employees, or invitees. Tenant
shall obtain and maintain in effect at all times during the term of this Lease,
a policy of comprehensive public liability insurance, naming Landlord and any
mortgagee of the Building as additional insureds, protecting Landlord, Tenant
and any such mortgagee against any liability for bodily injury, death or
property damage occurring upon, in or about any part of the Building or the
Demised Premises arising from any of the items set forth in this Article 15
against which Tenant is required to indemnify Landlord, with such policies to
afford protection to the limit of not less than Three Million Dollars
($3,000,000.00) with respect to bodily injury or death to any one person, to
the 'Limit of not less than Three Million Dollars ($3,000,000.00) with respect
to any one accident, and to the limit of not less than One Million Dollars
($1,000,000.00) with respect to damage to the property of any one owner. Such
insurance policies shall be issued by responsible insurance companies licensed
to do business in the Commonwealth of Virginia. Neither the issuance of any
insurance policy required under this Lease, nor the minimum limits specified
herein with respect to Tenant's insurance coverage, shall be deemed to limit or
restrict in any way Tenant's liability arising under or out of this Lease.
16. SERVICES AND UTILITIES. So long as Tenant is not in default under
any of the provisions of this Lease after the expiration of any applicable
notice and cure periods, Landlord shall provide the following facilities and
services to Tenant without additional charge to Tenant (except as otherwise
provided herein):
A. Automatically operated elevator service at all times.
B. Adequate electric current, water and condenser water to
the Tenant's heat pump, Monday through Friday, from 7:00 a.m. to 6:00 p.m. and
on Saturdays from 8:00 a.m. to 1:00 p.m.
C. Reasonably adequate electricity seven days a week for
normal office equipment permitted under Article 14.
D. Replacement of light tubes or bulbs for building standard
lighting fixtures. All light tubes or bulb replacements for other than building
standard lighting fixtures shall be furnished at Tenant's expense, but will be
installed by Landlord when so requested.
E. Restroom facilities and necessary lavatory supplies,
including hot and cold running water, at those points of supply provided for
general use of other tenants in the Building, and routine maintenance,
painting, and electric lighting service for all public areas and special
service areas of the Building in the manner and to the extent that is standard
for first-class office buildings in the Washington, D.C. metropolitan area.
F. Normal and usual cleaning and char services after business
hours Monday through Friday, (including rest room cleaning and sanitizing)
without additional cost to Tenant. it shall be Tenant's responsibility to
maintain the cleanliness of the kitchen sink, counter top and cabinets and to
wash Tenant's own dishes and utensils.
G. Access to the Demised Premises on a full time twenty-four
hour basis, subject to such reasonable regulations Landlord may impose for
security purposes.
Any failure by Landlord to furnish the foregoing services as a result of
governmental restrictions, energy shortages or from any cause beyond the
control of Landlord, shall not render Landlord liable in any respect for
damages to either person or property, nor be construed as an eviction of
Tenant, nor work an abatement of rent, nor relieve Tenant from Tenant's
obligations hereunder. If the Building equipment should cease to function
properly, Landlord shall use reasonable diligence to repair the same promptly.
17. RESPONSIBILITY FOR DAMAGE TO DEMISED PREMISES. All injury or
damage to the Demised Premises or the Building caused by Tenant or its agents,
employees and invitees, shall be repaired by Tenant at Tenant's sole expense.
If Tenant shall fail so to do, Landlord shall have the right to make such
repairs or replacements after notice to Tenant, and any cost so incurred by
Landlord shall be paid by Tenant, in which event such cost shall become
additional rent payable with the installment of rent next becoming due under
the terms of this Lease. All injury or damage to the Demised Premises or the
Building caused by the willful or negligent act of Landlord, or its agents or
employees, shall be the responsibility of Landlord and shall be repaired with
due diligence and as soon as practicable, at Landlord's sole expense, and in no
event shall Tenant be liable for any such in-jury or damage caused by the
willful or negligent act of Landlord.
18. LIABILITY FOR DAMAGE TO PERSONAL PROPERTY AND PERSON. All personal
property of Tenant, its employees, agents and invitees in the Demised Premises
shall be and remain at their sole risk. Landlord shall not be liable for any
damage to or loss of such personal property arising from any act or negligence
of any person, or from any cause other than any damage or loss resulting
directly from the gross negligence of Landlord. Landlord shall not be liable
for any interruption or loss to Tenant's business, and shall not be liable for
any personal injury to Tenant, its employees, agents, or invitees, arising from
the use, occupancy and condition of the Demised Premises other than from the
negligence of Landlord. Notwithstanding the foregoing, Landlord shall not be
liable to Tenant for any loss or damage to personal property, or injury to
person, whether or not the result of Landlord's gross negligence, to the extent
that Tenant is compensated therefor by Tenant's insurance.
19. FIRE AND OTHER CASUALTY DAMAGE TO DEMISED PREMISES. If the Demised
Premises shall be damaged by fire or other cause, other than the willful fault
or neglect of Tenant, Landlord shall as soon as practicable after such damage
occurs (taking into account the time necessary to effectuate a satisfactory
settlement with any insurance company) repair such damage at the expense of
Landlord, and the rent shall be reduced in proportion to the extent the Demised
Premises are rendered unrentable until such repairs are completed. Other than
such abatement, no compensation or reduction of rent will be allowed or paid by
Landlord by reason of inconvenience, annoyance, or injury to business arising
from the necessity of repairing the Demised Premises or any portion of the
Building. If such damage renders the Demised Premises substantially unrentable,
and such damage cannot be repaired within 180 days, Tenant may terminate this
Lease.
20. BANKRUPTCY OR INSOLVENCY. If a petition shall be filed, either by
or against Tenant, in any court or pursuant to any federal, state or municipal
statute, whether in bankruptcy, insolvency, for the appointment of a receiver
of Tenant's property or because of any general assignment made by Tenant of
Tenant's property for the benefit of Tenant's creditors, then after the
happening of any such event [or in the case of an involuntary petition, then if
such petition is not discharged within ninety (90) days from the filing
thereof] , Landlord shall have the right, at its option, to terminate this
Lease by sending written notice to Tenant, in which event Landlord shall be
entitled to immediate possession of the Demised Premises and to recover damages
from Tenant in accordance with Article 22 hereof.
21. DEFAULT OF TENANT. If Tenant shall fail to pay any monthly
installment of rent as aforesaid and, if such violation or failure shall
continue for a period of ten (10) days after written notice thereof to Tenant
by Landlord, or if Tenant shall violate or fail to perform any of the other
conditions, covenants or agreements herein made by Tenant and if such violation
or failure shall continue for a period of thirty (30) days after written notice
thereof to Tenant by Landlord, or if Tenant shall abandon or vacate the Demised
Premises before the Expiration Date of this Lease, then and in any of said
events Landlord shall have the right, at its election, then or at any time
thereafter while such event of default shall continue, either:
(i) To give Tenant written notice of its intent to terminate
this Lease on the date of such notice or, on any later date specified therein,
and on the date specified in such notice Tenant's right to possession of the
Demised Premises shall cease and this Lease shallthereupon be terminated; or
(ii) With not less than twenty-four (24) hours prior written
notice, to reenter and take possession of the Demised Premises, or any part
thereof, and repossess the same as of Landlord's former estate and expel Tenant
and those claiming through or under Tenant and remove the effects of both or
either, by summary proceedings, or by action at law or in equity or otherwise,
without being deemed guilty of any manner of trespass and without prejudice to
any remedies for arrears of rent or breach of covenant. If Landlord elects to
reenter under this clause, Landlord may terminate this Lease, or, from time to
time, without terminating this Lease, may relet the Demised Premises, or any
part thereof, as agent for Tenant for such term or terms and at such rental or
rentals and upon such other terms and conditions as Landlord may deem
advisable, with the right to make alterations and repairs to the Demised
Premises. No such reentry or taking of possession of the Demised Premises by
Landlord shall be construed as an election on Landlord's part to terminate this
Lease unless a written notice of such intention is given to Tenant under clause
(i), above, or unless the termination thereof be decreed by a court of
competent- jurisdiction at the instance of Landlord. Tenant waives any right to
the service of any notice of Landlord's intention to reenter provided for by
any present or future law.
If Landlord terminates this Lease pursuant to this Article 21, Tenant shall
remain liable (in addition to accrued liabilities) for (i) the (A) rent and all
other sums provided for in this Lease until the date this Lease would have
expired had such termination not occurred, or (B) any and all expenses incurred
by Landlord in reentering the Demised Premises, repossessing the same, making
good any default of Tenant, painting, altering or dividing the Demised
Premises, putting the same in proper repair, protecting and preserving the same
by placing therein watchmen and caretakers, reletting the same (including any
and all reasonable attorney's fees and disbursements and brokerage fees
incurred in so doing) , and any and all expenses which Landlord may incur
during and which result from the occupancy of any new tenant; less (ii) the net
proceeds of any reletting prior to the date when this Lease would have expired
if it had not been terminated. Tenant agrees to pay to Landlord the difference
between items (i) and (ii) of the foregoing sentence with respect to each month
during the term of this Lease, at the end of such month. Any suit brought by
Landlord to enforce collection of such difference for any one month shall not
prejudice Landlord's right to enforce the collection of any difference for any
subsequent month. In addition to the foregoing, and without regard to whether
this Lease is terminated, Tenant shall pay to Landlord all costs incurred,
including reasonable attorney's fees with respect to any successful lawsuit or
action taken instituted by Landlord to enforce the provisions of this Lease.
Landlord shall have the right, at its sole option, to relet the whole or any
part of the Demised Premises for the whole of the unexpired term of this Lease,
or longer, or from time to time for shorter periods, for any rental , then
obtainable, giving such concessions of rent and making such special repairs,
alterations, decorations and paintings for any new tenant as Landlord, in its
sole and absolute discretion, may deem advisable. Tenant's liability as
aforesaid shall survive the institution of summary proceedings and the issuance
of any warrant thereunder. Landlord shall be under no obligation to relet the
Demised Premises, but agrees to use reasonable efforts to do so. If Landlord
terminates this Lease pursuant to this Article 21, Landlord shall have the
right, at any time, at its option, to require Tenant to pay to Landlord, on
demand, as liquidated and agreed final damages in lieu of Tenant's liability
for damages hereunder, the rent and all other charges which would have been
payable from the date of such demand to the date when this Lease would have
expired if it had not been terminated, minus the fair rental value of the
Demised Premises for the same period. If the Demised Premises shall have been
relet for all or part of the remaining balance of the term by Landlord after a
default but before presentation of proof of such liquidated damages, the amount
of rent reserved upon such reletting, absent proof to the contrary, shall be
deemed the fair rental value of the Demised Premises for purposes of the
foregoing determination of liquidated damages. Upon payment of such liquidated
and agreed final damages, Tenant shall be released from all further liability
under this Lease with respect to the period after the date of such demand. For
purposes of this Article 21, the term rent shall include monthly rental,
additional rent and all other charges to be paid by Tenant under this Lease.
All rights and remedies of Landlord under this Lease shall be cumulative and
shall not be exclusive of any other rights and remedies provided to Landlord
under applicable law.
22. WAIVER. If under the provisions hereof Landlord shall institute
proceedings and a compromise or settlement thereof shall be made, the same
shall not constitute a waiver of any covenant herein contained nor of any of
Landlord's rights hereunder. No waiver by Landlord of any breach of any
covenant, condition or agreement herein contained shall operate as a waiver of
such covenant, condition, or agreement itself, or of any subsequent breach
thereof. No payment by Tenant or receipt by Landlord of a lesser amount than
the monthly installments of rent stipulated shall be deemed to be other than on
account of the earliest stipulated rent nor shall any endorsement or statement
on any check or letter accompanying a check for payment of rent or any other
amounts owed to Landlord be deemed an accord and satisfaction and Landlord may
accept such check or payment without prejudice to Landlord's right to recover
the balance of such rent or other amount owed or to pursue any other remedy
provided in this Lease. No reentry by Landlord, and no acceptance by Landlord
of keys from Tenant, shall be considered an acceptance of a surrender of this
Lease.
23. ATTORNMENT. This Lease is subject and subordinate to the
lien of any first mortgage (which term "mortgage" shall include both
construction and permanent financing and shall include deeds
of trust and similar security instruments) which may now or hereafter encumber
or otherwise affect the Land and the Building or Landlord's interest therein,
and to all and any renewals, extensions, modifications, recastings or
refinancings thereof, but shall not be subordinate to any mortgage other than a
first mortgage. In confirmation of such subordination, Tenant shall, at
Landlord's request, promptly execute any requisite or appropriate certificate
or other document. Tenant agrees that in the event that any proceedings are
brought for the foreclosure of any such mortgage, Tenant shall attorn to the
purchaser at such foreclosure sale, if requested to do so by such purchaser,
and shall recognize such purchaser as the Landlord under this Lease, and Tenant
waives the provisions of any statute or rule of law, now or hereafter in
effect, which may give or purport to give Tenant any right to terminate or
otherwise adversely affect this Lease and the obligations of Tenant hereunder
in the event that any such foreclosure proceeding is prosecuted or completed.
if Tenant is asked to attorn to any such mortgagee, Tenant shall be provided
with a customary non-disturbance agreement from the holder of such mortgage.
24. CONDEMNATION. If the whole or a substantial part of the Demised
Premises shall be taken or condemned by any governmental authority for any
public or quasi-public use or purpose, then the term of this Lease shall cease
and terminate as of the date when title vests in such governmental authority,
and the rent shall be abated on such date. If less than a substantial part of
the Demised Premises is taken or condemned by any governmental authority for
any public or quasi-public use or purpose, the rent shall be equitably adjusted
on the date when title vests in such governmental authority and this Lease
shall otherwise continue in full force and effect. For purposes hereof, a
substantial part of the Demised Premises shall be considered to have been taken
if more than fifty percent (50%) of the Demised Premises are unusable by
Tenant. In the case of any such taking or condemnation, whether or not
involving the whole or a substantial part of the Demised Premises, Tenant shall
have no claim against Landlord or the condemning authority for any portion of
the amount that may be awarded as damages as a result of such taking or
condemnation or for the value of any unexpired term of this Lease, and Tenant
hereby assigns to Landlord all its right, title and interest in and to any such
award; provided, however, that Tenant may assert any claim that it may have
against the condemning authority for compensation for any fixtures owned by
Tenant and for any relocation expenses compensable by statute, and receive such
awards therefor as may be allowed in the condemnation proceeding if such awards
shall be made in addition to and stated separately from the award made for the
Land and the Building or the part thereof so taken.
25. RULES AND REGULATIONS. Tenant, its agents and employees shall
abide by and observe the rules and regulations attached hereto as Exhibit B.
Tenant, its agents and employees, shall abide by and observe such other
reasonable rules or regulations as may be promulgated from time to time by
Landlord for the operation and maintenance of the Building provided that the
same are in conformity with common practice and usage in similar buildings and
are not inconsistent with the provisions of this Lease and a copy thereof is
sent to Tenant. Nothing contained in this Lease shall be construed to impose
upon Landlord any duty or obligation to enforce such rules and regulations, or
the terms, conditions or covenants contained in any other lease, as against any
other tenant, and Landlord shall not be liable to Tenant for violation of the
same by any other tenant, its employees, agents, or invitees.
26. RIGHT OF LANDLORD TO CURE TENANT'S DEFAULT; LATE PAYMENTS. If
Tenant defaults in the making of any payment or in the doing of any act herein
required to be made or done by Tenant, then after the expiration of any
applicable notice and cure periods, after ten (10) days notice from Landlord,
Landlord may, but shall not be required to, make such payment or do such act,
and the amount of the expense thereof, if made or done by Landlord, with
interest thereon at the rate of ten percent (10%) per annum, but not to exceed
the highest lawful rate, from the date paid by Landlord, shall be paid by
Tenant to Landlord and shall constitute additional rent hereunder due and
payable with the next monthly installment of rent; but the making of such
payment or the doing of such act by Landlord shall not operate to cure such
default or to stop Landlord from the pursuit of any remedy to which Landlord
would otherwise be entitled. If Tenant fails to pay any installment of rent on
or before the first day of the calendar month when such installment is due and
payable, such unpaid installment shall bear interest at the rate of ten percent
(10%) per annum, but not to exceed the highest lawful rate, from the date such
installment became due and payable to the date of payment thereof by Tenant.
Such interest shall constitute additional rent hereunder due and payable with
the next monthly installment of rent. In addition, Tenant shall pay to
Landlord, as a "late charge," four percent (4%) of any payment herein required
to be made by Tenantwhich is more than ten (10) days late to cover the costs of
collecting amounts past due.
27. NO PARTNERSHIP. Nothing contained in this Lease shall be deemed or
construed to create a partnership or joint venture of or between Landlord and
Tenant or to create any other relationship between the parties hereto other
than that of Landlord and Tenant.
28. NO REPRESENTATIONS BY LANDLORD. Neither landlord nor any agent or
employee of Landlord has made any representations or promises with respect to
the Demised Premises or the Building except as herein expressly set forth, and
no rights, privileges, easements or licenses are granted to Tenant except as
herein set forth herein. Tenant, by taking possession of the Demised Premises,
shall accept the same "as is," and such taking of possession shall be
conclusive evidence that the Demised Premises are in good and satisfactory
condition at the time of such taking of possession.
29. BROKERS. Tenant represents that no brokers represented Tenant in
this transaction in carrying on the negotiations relating to this Lease. Tenant
shall indemnify and hold Landlord harmless from and against any claim for
brokerage or other commission arising from or out of any breach of the
foregoing representation and warranty. Any representation or statement by a
leasing company or other third party (or employee thereof) engaged by Landlord
as an independent contractor which is made with regard to the Demised Premises
or the Building shall not be binding upon Landlord nor serve as a modification
of this Lease and Landlord shall have no liability therefor, except to the
extent such representation is also contained herein or is approved in writing
by Landlord.
30. NOTICES. All notices or other communications hereunder shall be in
writing and shall be deemed duly given if delivered in person and receipted or
sent by a nationally recognized overnight. delivery service (e.g. Federal
Express) or by certified or registered mail, return receipt requested, first
class, postage prepaid, (i) if to Landlord, at c/o Englat Construction Company,
6858 Old Dominion Drive, McLean, Virginia 22101, and (ii) if to Tenant, Eastern
American Bank, 208 Elden Street, Suite 200, Herndon, Virginia 22070 prior to
the Lease Commencement Date, and at the Demised Premises after the Lease
Commencement Date, unless notice of a change of address is given pursuant to
the provisions of this Article.
31. ESTOPPEL CERTIFICATES. Tenant agrees, at any time and from time to
time, upon not less than five (5) days prior written notice by Landlord, to
execute, acknowledge and deliver to Landlord a statement in writing (i) to the
extent true, certifying that this Lease has been unmodified since its execution
and is in full force and effect (or if there have been modifications, that this
Lease is in full force and effect, as modified, and stating the modifications)
, (ii) stating the dates, if any, to which the rent and sums hereunder have
been paid by Tenant, (iii) stating whether or not to the knowledge of Tenant,
there are then existing any defaults under this Lease (and, if so, specifying
the same) , (iv) stating the address to which notices to Tenant should be sent,
and (v) stating such additional matters as are requested by Landlord. Any such
statement delivered pursuant hereto may be relied upon by Landlord or any
prospective purchaser or mortgagee of the Land and Building or any part thereof
or estate therein.
32. WAIVER OF JURY TRIAL. Landlord and Tenant hereby waive' trial by
jury in any action, proceeding or counterclaim brought by either of them
against the other with respect to any matters whatsoever arising out of or in
any way connected with this Lease, the relationship of Landlord and Tenant
hereunder, Tenant's use or occupancy of the Demised Premises or any claim of
injury or damage.
33. COVENANTS OF LANDLORD. Landlord covenants that it has the right to
make this Lease, and that if Tenant shall pay the rental and perform all of
Tenant's obligations under this Lease, Tenant shall, during the term hereof,
freely, peaceably and quietly occupy and enjoy the full possession of the
Demised Premises without molestation or hindrance by Landlord or any party
claiming through or under Landlord. In the event of any sale or transfer of
Landlord's interest in the Demised Premises, the covenants and obligations of
Landlord hereunder accruing after the date of such sale or transfer shall be
imposed upon such successor-in-interest (subject to the provisions of Article
23 hereof) and any prior Landlord shall be freed and relieved of all covenants
and obligations of Landlord hereunder accruing after the date of such sale or
transfer.
34. LANDLORD'S LIABILITY. Tenant shall look solely to the equity in
the Building of the then owner of the Demised Premises, for the satisfaction of
any remedies of the Tenant in the event of a breach by Landlord of any of its
obligations hereunder. There shall be no personal liability on Landlord or any
of the persons or entity constituting Landlord, Landlord's beneficiaries, or
any successor in interest with respect to any provisions of this Lease.
35. GENDER. Feminine or neuter pronouns shall be substituted for those
of the masculine form, and the plural shall be substituted for the singular
number, in any place or places herein in which the context may require such
substitution.
36. BENEFIT AND BURDEN. The provisions of this Lease shall be binding
upon and inure to the benefit of the parties hereto and each of their permitted
successors and assigns. Landlord may freely and fully assign its interest
hereunder.
37. LANDLORD WORK. Landlord at its sole cost and expense, shall
perform and complete the improvements to the Demised Premises ("Landlord Work")
described in the Scope of Work Letter and Space Plan, both attached hereto as
Exhibit D and made a part hereof. Exhibit D also sets forth certain trade
fixtures currently within the Demised Premises that Landlord shall incorporate
into the Landlord Work. Landlord shall perform the Landlord Work in a good and
workmanlike manner and in accordance with all applicable laws, codes, statutes,
and regulations of any governmental authorities having jurisdiction thereover,
including the Americans with Disabilities Act. Landlord shall use its best
efforts to substantially complete the Landlord Work on or before October 1,
1993. In the event that the Landlord Work is not substantially completed on or
before February 1, 1994, Tenant shall have the right to terminate this Lease,
and upon such termination neither party shall have any further obligation to
the other. Landlord shall promptly and properly repair any defects in the
Landlord Work, and shall promptly complete any "punch list" items that remain
incomplete at the time the Landlord Work
is substantially completed.
38. SIGNAGE. Landlord, at Landlord's sole cost and expense, shall
provide exterior signage over the main entrance door of the Demised Premises
and a monument type sign on the front lawn of the Building, which signs shall
be in accordance with the signage plan attached hereto as Exhibit E and
otherwise acceptable to Tenant. Such signs shall be subject to the requisite
approval of the authorities of Fairfax County. Notwithstanding any other
provision of the Lease to the contrary, Tenant shall be permitted to place such
signs, placards, and decals within the Demised Premises as are required by
governmental authority.
39. OTHER TENANTS. Landlord shall not lease space in the Building to
any other depository institution during the term hereof.
40. HOLDING OVER. If Tenant shall hold over possession of the Demised
Premises after the end of the term, Tenant shall be deemed to be occupying the
Demised Premises as a Tenant from month to month, at double the sum of the
basic rental and Tenant's share of Operating Costs for the last Lease Year of
the Term (without accounting for waiver, abatement or set-off), adjusted to a
monthly basis, and subject to all the other conditions, provisions and
obligations of this Lease insofar as the same are applicable, or as the same
shall be adjusted, to a month-to-month tenancy. In the event that Tenant shall
hold over possession of the Demised Premises after the end of the Term, and if
Landlord shall desire to regain possession of the Demised Premises promptly at
the expiration of the Term, then at any time prior to Landlord's acceptance of
rent from Tenant as a monthly tenant hereunder, Landlord, at its option, may
forthwith reenter and take possession of the Demised Premises without process,
or by any legal process then in force in the Commonwealth of Virginia. If the
Demised Premises are not surrendered after the expiration or sooner termination
of this Lease, Tenant hereby indemnifies Landlord against any and all losses,
claims, damages or liabilities (including, without limitation, reasonable
attorneys' fees) resulting from Tenant's delay in surrendering the Demised
Premises, including any claims made by any succeeding tenant or prospective
tenant founded upon such delay and any loss of rent with respect to such
prospective tenant.
41. ENTIRE AGREEMENT. This Lease, together with Exhibits A, B, C, and
D and Addendum A attached hereto, contain and embody the entire agreement of
the parties hereto, and no representations, inducements, or agreements, oral or
otherwise, between the parties not contained in this Lease, Addenda (if any)
and Exhibits, shall be of any force or effect. This Lease may not be modified,
changed or terminated in whole or in part in any manner other than by an
agreement in writing duly signed by both parties hereto.
42. OPTION TO RENEW. A. Subject to the provisions of Section 40.C
below, Tenant shall have and is hereby granted the option to renew or extend
the term of this Lease for one (1) additional period of five (5) years (such
five (5) year period being hereinafter referred to as the "Renewal Term") . All
references in this Lease to the term hereof shall be construed to mean the
Lease term and unless the context clearly indicates that another meaning is
intended.
B. The option to renew for the Renewal Term shall be
exercisable by Tenant by giving written notice of the exercise of such renewal
option to Landlord at least two hundred seventy (270) days prior to the
expiration of the Lease term. If Tenant shall fail to exercise the renewal
option at the time and in the manner herein above provided, such option shall
be void and of no effect. The Renewal Term shall be upon the same terms,
covenants and conditions as set forth herein with respect to the Lease term of
this Lease, except that the basic annual rental and the additional rent for the
Parking Spaces shall mean the applicable fair market. rental for the Demised
Premises and the Parking Spaces effective on the first day of the Renewal Term,
as determined in accordance with the provisions of this Section 40.B. In the
event Landlord and Tenant cannot agree on such fair market rental within ten
(10) days following Tenant's exercise of its option to renew for the Renewal
Term, then Tenant and Landlord shall each, by written notice to the other given
within twenty (20) days following the date of such exercise, designate an
appraiser who shall be an MAI with not less than ten (10) years' experience
appraising properties in the McLean area. if Tenant fails to timely designate
an appraiser, Landlord's appraiser shall determine the fair market rental for
the Renewal Term. If the two appraisers are unable to agree upon a fair market
rental within forty-five (45) days following the date of Tenant's exercise, the
two appraisers shall designate a third appraiser who shall deliver his
appraisal within seventy-five (75) days following the date of Tenant's
exercise. The costs of the appraisers shall be shared equally by Landlord and
Tenant.
C. The renewal option referred to in Section 40.A above may not be
exercised by Tenant if, at the time specified for exercising such option, (i)
this Lease shall not be in full force and effect, (ii) Tenant shall not be in
possession of the Demised Premises, or (iii) a Default as described in Article
21 of this Lease shall have occurred and shall be continuing. Tenant shall not
be entitled to exercise such option because of the foregoing provisions of this
Article 40, such unexercisable option shall be void and of no force and effect.
<PAGE>
IN WITNESS WHEREOF, on the day and year first herein above written,
Tenant has executed this Lease and all exhibits hereto under seal and Landlord
has executed this Lease and all exhibits hereto under seal.
LANDLORD
MCLEAN POPLAR PARTNERS
By:_________________________
William J. Englet
Attest: TENANT:
EASTERN AMERICAN BANK
By:-----------------------
James M. Miller
<PAGE>
ADDENDUM A
RENT FORMULA ADDENDUM
Pursuant to the provisions of Article 4A, the basic annual rental for
the first Lease Year is $82,318.36 (i.e., 1902 square feet at $43.28 per square
foot (the "Unit Cost Rental Amount")).
Notwithstanding any provision in the Lease to the contrary, the Unit
Cost Rental Amount shall be increased or decreased by the following:
a) A variation from the projected Demised Premises total buildout cost
of $65,189.34 before the application of the Landlord allowance of $19,020.00.
(See Exhibit D for the scope and specifications of the buildout of the Demised
Premises. See below for the formula to be used to adjust this component of the
Unit Cost Rental Amount.) Only changes caused by change orders requested by
Tenant will result in a variation which causes an increase in the buildout
cost. Tenant shall be entitled to receive copies of all invoices in connection
with the Landlord Work upon request therefor.
b) A variation in the total cost to the Landlord of the rental
abatement figure which initially is calculated as $28.00 per square foot per
year for 1902 square feet for a period of eight (8) months, for a total cost of
$35,504.00 (See below for the formula to be used to adjust this component of
the Unit Cost Rental Amount.)
c) Any savings to the Landlord by reason of an interest rate lower
than 12% on any loan for buildout costs. It is understood and agreed that a
loan in the amount of 80% of the buildout costs (such loan not to exceed
$50,000) will be made by Tenant to the Landlord. (See below for the formula to
be used to adjust this component of the Unit Cost Rental Amount.)
FORMULAS:
1. Total buildout costs adjustment:
A. Total Cost of Construction from Space Plan
dated 6/9/93 $65,189.34
Landlord Allowance 19,020.00
---------
Cost before Amortization $46,169.34
B. Therefore, in order to amortize such amount at 12% over 10 years:
$46,169.34 x 14.35/month/$1,000 x 120 months = 79,503.60
1,000
Total Cost after ten (10) years. 79,503.60
$79,503.60 x 10 years = $4.18
1902 SF
$4.18 per square foot of leased area is the amount of the
Unit Cost Rental Amount attributable to the Landlord cost of improvements above
the Landlord allowance.
<PAGE>
FUTURE ADJUSTMENT - Subtract $19,020 from the
total costs of the buildout as noted in "A" above. Substitute the remainder
for the $46,169.34 of the buildout in "B" above. Substitute the applicable
total amortization cost figure for the applicable $79,503.60 figure in "C"
above and the result will be the revised buildout component of the first year
Unit Cost Rental Amount.
2. RENTAL ABATEMENT COST ADJUSTMENT:
$28.00 per square foot based rent for 1902 square feet of leased area
for eight (8) months after the Lease Commencement Date is a total sum of
$35,504.00.
Therefore, in order to amortize such amount at 12% over 10 years:
A. $135,504 x $14.35/month/1,000 x 120 months = $61,137.88
-------
1,000
Total Cost to Landlord after ten (10) years = $61,137.88
B. $61,137.88 x 10 years = $3.21
----------
1902 SF
$3.21 per square foot of leased area is the amount of the
Unit Cost Rental Amount attributable to the rental abatement being provided to
Tenant.
FUTURE ADJUSTMENT - The rental abatement component of the Unit Cost
Rental Amount shall be reduced by any actual reduction in the amount of the
total rental abatement cost to the Landlord. In particular, in the event that
after the Lease Commencement Date for Suite 105 at 6832 Old Dominion Drive,
McLean, Virginia, the Tenant enters into a sublease for its existing Elm Street
location, the amount of the sublet rent proceeds is to be paid to Landlord
immediately upon receipt, and on a monthly basis thereafter, thereby reducing
the total abatement cost to the Landlord which will reduce accordingly, as
noted in "B" above the rental abatement component of the first year Unit Cost
Rental Amount.
3. LOAN INTEREST RATE ADJUSTMENT
As indicated in "1" above, the total buildout cost is amortized at 12%
over a period of ten years. As part of this Lease, Tenant is to provide to
Landlord a non-recourse loan for 80% of the buildout costs, not to exceed
$50,000, to be amortized over the ten (10) year term of the Lease.
A substitution of an interest rate lower than 12% would directly
affect the component of the Unit Cost Rental Amount and the buildout cost
component of the Unit Cost Rental Amount shall be recalculated using the
formulas set forth in Paragraph 1 of this Addendum substituting, with respect
to all buildout costs funded by a loan, such lower interest rate for 12%.
<PAGE>
EXHIBIT "B"
RULES AND REGULATIONS
6832 Old Dominion Drive
McLean, Virginia
LEASE
The following rules and regulations have been formulated for the
safety and well-being of all the tenants of the Building. Strict adherence to
these rules and regulations is necessary to guarantee that each and every
tenant will enjoy a safe and unannoyed occupancy in the Building. In the event
of conflict between these rules and regulations and the Lease, the Lease shall
control.
The Landlord may, upon request by any tenant, waive the compliance by
such tenant of any of the following rules and regulations, provided that (i) no
waiver shall be effective unless signed by Landlord or Landlord's authorized
agent, (ii) any such waiver shall not relieve such tenant from the obligation
to comply with such rule or regulation in the future unless expressly consented
to by Landlord, and (iii) no waiver granted to any tenant shall relieve any
other tenant from the obligation of complying with the following rules and
regulations unless such other tenant has received a similar waiver in writing
from Landlord.
1. The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors or halls or other parts of the Building not occupied by
any tenant shall not be obstructed or encumbered by any tenant or used for any
purpose other than ingress and egress to and from the Demised Premises.
Landlord shall have the right to control and operate the public portions of the
Building, and the facilities furnished for the common use of the tenants, in
such manner as Landlord deems best for the benefit of the tenants generally. No
tenant shall permit the visit to the Demised Premises of persons in such
numbers or under such conditions as to interfere with the use and enjoyment by
other tenants of the entrances, corridors, elevators and other public portions
or facilities of the Building.
2. No awnings or other projections shall be attached to the outside
walls of the Building without the prior written consent of Landlord. No drapes,
blinds, shades, or screens shall be attached to or hung in, or used in
connection with, any window or door of the Demised Premises, without the prior
written consent of Landlord. Such awnings, projections, curtains, blinds,
screens or other fixtures must be of a quality, type, design and color, and
attached in the manner approved by Landlord.
3. No sign, advertisement, notice or other lettering shall be
exhibited, inscribed, painted or affixed by any tenant on any part of the
outside or inside of the Demised Premises or Building without the prior written
consent of Landlord. In the event of the violation of the foregoing by any
tenant, Landlord may remove same without any liability, and may charge the
expense incurred by such removal to the tenant or tenants violating this rule.
All interior signs on the doors and directory tablet shall be inscribed,
painted or affixed for each tenant by Landlord, and shall be of a size, color
and style acceptable to Landlord.
4. No show cases or other articles shall be put in front of or affixed
to any part of the exterior of the Building, nor placed in the halls, corridors
or vestibules without the prior written consent of Landlord.
5. The water and wash closets and other plumbing fixtures shall not be
used for any purposes other than those for which they were constructed, and no
sweepings, rubbish, rags, or other substances shall be thrown therein. All
damages resulting from any misuse of the fixtures shall be borne by the tenant
who, or whose servants, employees, agents, visitors or licensees, shall have
caused the same.
6. There shall be no marking, painting, drilling into or other form of
defacing or damage of any part of the Demised Premises or the Building. No
boring, cutting or stringing of wires shall be permitted. No tenant shall
construct, maintain, use or operate within the Demised Premises or elsewhere
within or on the outside of the Building, any electrical device, wiring or
apparatus in connection with a loudspeaker or other sound system.
7. No bicycles, vehicles or animals, birds or pets of any kind shall
be brought into or kept in or about the Demised Premises, and no cooking shall
be done or permitted by any tenant on said Demised Premises except for such
tenant's employees' use. No tenant shall cause or permit any unusual or
objectionable odors to originate from the Demised Premises.
8. No space in the Building shall be used for manufacturing, for the
storage of merchandise, or for the sale of merchandise, goods or property of
any kind at auction.
9. No tenant shall make, or permit to be made, any disturbing noises
or disturb or interfere with occupants of this or neighboring buildings or
premises or those having business with them, whether by the use of any musical
instrument, radio, talking machine or in any other way. No tenant shall throw
anything out of the doors or windows or down the corridors or stairs.
10. No inflammable, combustible or explosive fluid, chemical or
substances shall be brought or kept upon the Demised Premises.
11. All removals, or the carrying in or out of any safes, freight,
furniture or bulky matter of any description must take place during the hours
which Landlord or its agent may determine from time to time. Landlord reserves
the right to inspect all freight to be brought into the Building and to exclude
from the Building all freight which violates any of these Rules and Regulations
or the Lease of which these Rules and Regulations are a part.
12. Any person employed by any tenant to do janitorial work within the
Demised Premises must obtain Landlord's consent prior to commencing such work,
and such person shall, while in the Building and outside of said Demised
Premises, comply with all instructions issued by the superintendent of the
Building. No tenant shall engage or pay any employees on the Demised Premises,
except those actually working for such tenant on said Demised Premises.
13. No tenant shall purchase spring water, ice, coffee, soft drinks,
towels, or other merchandise services from any company or persons whose
repeated violations of Building regulations have caused, in Landlord's opinion,
a hazard or nuisance to the Building and/or its occupants.
14. Landlord shall have the right to prohibit any advertising by any
tenant which, in Landlord's opinion, tends to impair the reputation of the
Building or its desirability as a building for offices, and upon written notice
from Landlord, such tenant shall refrain from or discontinue such advertising.
15. Landlord reserves the right to exclude from the Building at all
times any person who is not known or does not properly identify himself to the
Building management or watchman on duty. Landlord may, at its option, require
all persons admitted to or leaving the Building between the hours of 6 P.M. and
7 A.M., Monday through Friday, and at all times on Saturdays, Sundays and legal
holidays, to register with Building security guards. Each tenant shall be
responsible for all persons for whom he authorizes entry into the Building, and
shall be liable to Landlord for all acts of such persons.
16. The Demised Premises shall not be used for lodging or sleeping or
for any immoral or illegal purpose.
17. No tenant shall occupy or permit any portion of the Demised
Premises to be used or occupied as an office for a public stenographer or
typist, or for the possession, storage, manufacture, or sale of liquor,
narcotics, dope, tobacco in any form, or as a barber or manicure shop, or as an
employment bureau, unless said tenant's lease expressly grants permission to do
so. No tenant shall engage or pay any employees on the Demised Premises, except
those actually working for such tenant on said Demised Premises, nor advertise
for laborers giving an address at said Demised Premises.
18. Each tenant, before closing and leaving the Demised Premises at
any time, shall see that all lights are turned off.
19. The requirements of tenants will be attended to only upon
application at the office of the Building. Building employees shall not perform
any work or do anything outside of their regular duties, unless under special
instruction from the management of the Building.
20. Canvassing, soliciting and peddling in the Building is prohibited
and each tenant shall cooperate to prevent the same.
21. No plumbing or electrical fixture shall be installed by any
tenant.
22. There shall not be used in any space, or in the public halls of
the Building, either by any tenant or by jobbers or others, in the delivery or
receipt of merchandise, any hand trucks, except those equipped with rubber
tires and side guards.
23. Access plates to underfloor conduits shall be left exposed. Where
carpet is installed, carpet shall be cut around access plates.
24. Mats, trash or other objects shall not be placed in the public
corridors.
25. Any drapes installed by any tenant which are visible from the
exterior of the Building must be cleaned by such tenant at least once a year,
without notice, at such tenant's own expense.
<PAGE>
EXHIBIT "C"
6832 Old Dominion Drive
McLean, Virginia
LEASE
DECLARATION BY LANDLORD AND TENANT AS TO
DATE OF DELIVERY AND ACCEPTANCE OF POSSESSION OF DEMISED PREMISES
Attached to and made a part of the Lease dated the 23 day July 1993,
entered into by and between McLean Poplar Partners as Landlord, and Eastern
American Bank as Tenant.
Landlord and Tenant do hereby declare that possession of the demised
Premises was accepted by Tenant on the 23 day of July 1993. The Demised
Premises have been satisfactorily completed by Landlord and accepted by Tenant,
the Lease is now in full force and effect, and as of the date hereof, Landlord
has fulfilled all of its obligations under the Lease. The Lease Commencement
Date is hereby established as ____________. 19-- The term of the Lease shall
terminate on ___________________,19-.
LANDLORD:
MCLEAN POPLAR PARTNERS
(SEAL) By:__________________
William J. Englat
Witness: TENANT:
EASTERN AMERICAN BANK
By:__________________
(SEAL)
<PAGE>
EASTERN AMERICAN BANK. F. S. B.
LEASE EXHIBIT D
Landlord to provide turnkey buildout by Englat Construction Company
with a guaranteed maximum cost of $65,189.34.
The guaranteed cost will include the demising partition with the
corner new retail area, the dividing of the toilet rooms, the reworking of the
mechanical systems. Contractor is to use the building standard materials and
existing materials if they are in usable condition and acceptable to the
Tenant. An allowance of $19,020.00 ($10.00 per rentable square foot) credit
will be applied to the total cost by the Landlord in the final calculations.
Buildout Specifications include:
1. All designs, plans and permits.
2. Preparation of the space including demolition, wall construction.
doors, door frames, drywall patching, carpentry work for new entrances.
The existing lighting fixtures will be cleaned and re-used.
3. The systems modification include HVAC. sprinklers, plumbing, and
electrical work including the installation of new electrical panels to separate
the circuits from the new retail area. A moderate number of duplex receptacles
will be installed as indicated on Exhibit A.
Special outlets and/or direct connection to Tenant's banking
equipment. new or existing, will be completed at Tenant's cost. All security
and communication wiring shall be at Tenant's cost.
4. Entrances shall be modified and will include a new single entrance
from the front sidewalk utilizing a previously purchased and stored single
glass door. This sidewalk door is to be eliminated at the prerogative of the
Tenant and no objection from the Building Inspector or Fire Marshall. A new
entrance from the lobby with a pair of glass doors similar in design to the
style installed in the second floor office entrance in the Tenant's Herndon
office location into the new bank area.
Building Allowances which make up part of the total buildout cost are
as follows:
a) Paint - Two coats of building standard paint on all wall
surfaces not receiving wall covering.
(Building Allowances continued)
b) Wall Covering - 1292 square feet of wall surface at $1.50
per square foot include labor, material, shipping costs, and taxes.
c) Marble Flooring - 425 square feet at $12.00 per square foot,
complete, including labor, material and terrazzo strips at the carpet line.
d) Carpeting and Base - 966 square feet at $1.50 per square foot
of floor surface.
e) Signage - $5,000.00 for all signage including standard light box
signage over the front door and a lighted free standing sign approximately
5'0" x 2' 6" located in the grass area in front of the demised premises.
All signage must be in accordance with Fairfax County code. The exact
location, height, and support will be determined with the advice of the
Tenant but the final determination shall be by Landlord.
Note: All items of work not shown on the drawing and this specification will
be covered by a Change order initiated by the Landlord and approved in writing
by the Tenant before the work is started.
Landlord is to submit to Tenant all invoices that make up the total
buildout cost of the suite.
The total shall include the costs of labor, material, equipment, insurance,
taxes and 10% for overhead and 10% for profit.
<PAGE>
FIRST AMENDMENT TO LEASE DATED JULY 23, 1993
BY AND BETWEEN MCLEAN POPLAR PARTNERS, LTD.
AND
EASTERN AMERICAN BANK FSB.
Tenant and Landlord agree that the total leased area of 1902 square
feet shall be increased by 175 square feet to a new total area of 2077 SF by
reason of the addition of a Manager's Office, utilizing area from a contiguous
retail tenant.
Accordingly, as of January 15, 1996, the total rent per year shall be
increased as follows:
$38.27 x 175 SF = $6,697.25/yr. or $558.10/mo.
All other terms and conditions of the original lease shall remain
unchanged.
APPROVED: LANDLORD
EASTERN AMERICAN BANK FSB MCLEAN POPLAR
PARTNERS, LTD.
By: W.J. Englat
By: James Miller Date: 1/1/96
Date: 3/12/96
7625 Wisconsin Avenue
Bethesda, Maryland
LEASE AGREEMENT
Between
THE LIFE UNDERWRITER TRAINING COUNCIL
("Landlord")
AND
CENTURY NATIONAL BANK
("Tenant")
<PAGE>
LEASE
BASIC LEASE INFORMATION
<TABLE>
<CAPTION>
<S> <C>
Date: September 30, 1997
Landlord: The Life Underwriter Training Council
Tenant: Century National Bank, a national banking
association
Building: The building constructed on the land described
on Exhibit B hereto and known as 7625
Wisconsin Avenue, Bethesda, Maryland, as the
same may be modified from time to time during
the term of this Lease
Premises: The premises located on the ground floor of the
Building, as more fully described in Article I of
this Lease and shown in the floor plans attached
as Exhibit A to this Lease
Commencement Date: October 1, 1997
Rental Payment Commencement Date: The earlier to occur of (i) Tenant's opening for
business in the Premises or (ii) January 1, 1998
Expiration Date: January 1, 2008
Rentable Area 18,940 square feet
of the Building:
Rentable Area 2,022 square feet
of the Premises:
Tenant's 10.68%
Proportionate
Share:
Annual Rental: $40,440 per year ($3,370 per month), subject to
adjustment pursuant to Section 5.02 of this
Lease, which amount shall be the total of $20
multiplied by the Rentable Area of the Premises
<PAGE>
Fiscal Year: The 12-month period beginning January I and
ending December 31 or such other
twelve-month period as Landlord may elect on
at least thirty days' prior written notice to
Tenant
Security Deposit: $3,370
Lease Year: The 12-month period beginning on the first day
of the month in which the Rental Payment
Commencement Date falls and each anniversary
thereof
Landlord's Address 7625 Wisconsin Avenue
for Notices: Bethesda, Maryland
Tenant's Address 1875 Eye Street, NW
for Notices: Washington, DC 20006
Broker: Barnes, Morris. Pardoe & Foster, Inc.
Exhibits:
Exhibit A Floor Plans
Exhibit B The Land
Exhibit C Rules and Regulations
Exhibit D Form of Insurance Certificate
Exhibit E Sign Plans
Exhibit F Garage Layout
</TABLE>
The foregoing Basic Lease Information is hereby incorporated into and made a
part of this Lease. Each reference in this Lease to any information and
definitions contained in the Basic Lease Information shall mean and refer to
the information and definitions hereinabove set forth.
<PAGE>
TABLE OF CONTENTS
OFFICE LEASE AGREEMENT
<TABLE>
<CAPTION>
Page
<S> <C> <C>
ARTICLE 1 - PREMISES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 2 - TERM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 3 - QUIET ENJOYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 4 - ACCEPTANCE OF THE PREMISES AND BUILDING BY TENANT 2
ARTICLE 5 - RENTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE 6 - OPERATING COSTS AND TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE 7 - SERVICES BY LANDLORD AND LANDLORD'S OBLIGATIONS . . 7
ARTICLE 8 - UTILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE 9 - USE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE 10- LAWS, ORDINANCES, AND REQUIREMENTS OF PUBLIC AUTHORITIES. . . . . . . . . . . . . . . . . . 10
ARTICLE 11- OBSERVANCE OF RULES AND REGULATIONS. . . . . . . . . . . . . . 10
ARTICLE 12- ALTERATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE 13- LIENS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE 14- REPAIRS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE 15- INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE 16- DAMAGE BY FIRE OR OTHER CASUALTY. . . . . . . . . . . . . . . . . . . 15
ARTICLE 17- CONDEMNATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE 18- ASSIGNMENT AND SUBLETTING. . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE 19- WAIVER OF CLAIMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
<PAGE>
ARTICLE 20- SURRENDER OF THE PREMISES AND TERMINATION. . . . . . . . 19
ARTICLE 21- ESTOPPEL CERTIFICATES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
ARTICLE 22- SUBORDINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
ARTICLE 23- DEFAULT AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
ARTICLE 24- WAIVER BY TENANT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
ARTICLE 25- SIGNAGE AND AUTOMATED TELLER MACHINE . . . . . . . . . . . . . . . 24
ARTICLE 26- ATTORNEYS' FEES AND LEGAL EXPENSES. . . . . . . . . . . . . . . . . . . . 25
ARTICLE 27- NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
ARTICLE 28- PARKING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
ARTICLE 29- RENEWAL OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
ARTICLE 30- MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
</TABLE>
Exhibits:
Exhibit A Floor Plans
Exhibit B The Land
Exhibit C Rules and Regulations
Exhibit D Form of Insurance Certificate
Exhibit E Sign Plans
Exhibit F Garage Layout
<PAGE>
OFFICE LEASE AGREEMENT
THIS LEASE, dated as of the date specified in the Basic Lease Information.
is made between Landlord and Tenant.
ARTICLE I
PREMISES
Landlord leases to Tenant, and Tenant leases from Landlord, for the
Term (as defined below) and subject to the provisions hereof, to each of which
Landlord and Tenant mutually agree, the Premises, together with the right to
use, in common with others, walkways, open spaces, landscaped areas, and
similar public areas located on, above, beneath, or immediately adjacent to the
Land, and any truck accessways, loading docks, or similar facilities, if any,
which serve the office tower, and other public portions of the Building, which
Building has been constructed on the real property described in Exhibit B
hereto (the "Land"). Tenant shall have the right to erect and/or maintain two
(2) signs on the Building in accordance with the provisions of Article 25
("Signage").
ARTICLE 2
TERM
The term of this Lease (the "Term") shall begin on the Commencement
Date, and unless sooner terminated, the Term shall end at midnight on the
Expiration Date.
ARTICLE 3
QUIET ENJOYMENT
Provided Tenant performs all of Tenant's obligations under this Lease,
including the payment of Rental (as defined below), Tenant shall, during the
Term, enjoy the Premises without disturbance from Landlord or any other persons
claiming or acting by, through, or under Landlord; subject, however, to the
terms of this Lease. This covenant and all other covenants of Landlord now or
hereafter in this Lease shall be binding upon Landlord and its successors only
with respect to breaches based on Landlord's acts or omissions occurring during
its and their respective ownership of Landlord's interest hereunder.
<PAGE>
ARTICLE 4
ACCEPTANCE OF THE PREMISES
AND BUILDING BY TENANT
The execution of this Lease by Tenant shall be conclusive evidence that Tenant:
(a) accepts the Premises as suitable for the purposes for which they are
leased; and (b) accepts the Building and every part and appurtenance thereof as
being in a good and satisfactory condition.
ARTICLE 5
RENTAL
Section 5.01. Commencing on the Rental Payment Commencement Date,
Tenant shall pay to Landlord monthly, in advance, without demand, on the first
day of each calendar month during each Lease Year, an annual rental ("Annual
Rental") in an amount equal to 1/ 12 of the Annual Rental specified in the
Basic Lease Information, subject to adjustment as provided in Section 5.02
hereof The first monthly installment of Annual Rental shall be payable in
advance by Tenant on the date of execution of this Lease. If the Commencement
Date is a date other than the first day of a calendar month, then the monthly
installment of Rental for the first month for which rent is owing, being a
fractional month, shall be appropriately prorated. If the Expiration Date is a
date other than the last day of a calendar month, then the monthly installment
of Rental for the last month for which rent is owing, being a fractional month.
shall be appropriately prorated.
Section 5.02. During the Term, the Annual Rental (which term, as used
in this Lease, means the original Annual Rental as adjusted from time to time
pursuant to this Section 5.02) shall be increased on the first anniversary of
the Rental Payment Commencement Date and each anniversary thereafter, by a
fixed amount of $0.50 per square foot; provided, however, that on the fifth
anniversary of the Rental Payment Commencement Date, the Annual Rental shall be
increased by $2.00 per square foot, so that the Annual Rental for each Lease
Year shall be as follows:
Time Period Annual Rental
First Lease Year $40,440
Second Lease Year $41,451
Third Lease Year $42,462
Fourth Lease Year $43,473
Fifth Lease Year $44,484
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Sixth Lease Year $48,528
Seventh Lease Year $49,539
Eighth Lease Year $50,550
Ninth Lease Year $51,561
Tenth Lease Year $52,572
Section 5.03. All Rental shall be paid to Landlord by Tenant when due,
without deduction, offset or counterclaims, in lawful money of the United
States, at Landlord's Address for Notices as specified in the Basic Lease
Information, or such other place as Landlord may from time to time designate.
The term "Rental" as used herein means the then applicable Annual Rental,
Tenant's Proportionate Share of Basic Costs (as hereinafter defined), Tenant's
Proportionate Share of Taxes (as hereinafter defined), Utility Costs (as
hereinafter defined), and all other sums payable by Tenant under this Lease.
All past due installments of Rental more than five (5) days past due shall bear
interest from the date due until paid at a rate per annum equal to three
percent (3%) above the prime rate (the "Prime Rate") publicly announced by The
Riggs National Bank of Washington, D.C. (or its successor), from time to time;
provided, however, that any interest payable pursuant to this Section 5.03
shall never exceed the Highest Lawful Rate. The term "Highest Lawful Rate" as
used herein shall mean the maximum rate of interest from time to time permitted
to be charged under applicable law to Tenant with respect to the indebtedness
for which such interest is charged under this Lease.
ARTICLE 6
OPERATING COSTS AND TAXES
Section 6.01. Throughout the Term, Tenant shall pay to Landlord
Tenant's Proportionate Share of the Basic Costs, as defined below, in the
manner hereinafter set forth; provided, however, that Tenant's Proportionate
Share of Basic Costs shall not exceed the following amounts during the
following Lease Years:
Time Period Tenant's Share
of Annual Basic
Costs Amount
First Lease Year $8,088.00
Second Lease Year $8,492.40
Third Lease Year $8,917.02
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Fourth Lease Year $9,362.87
Fifth Lease Year $9,831.01
Sixth Lease Year $10,322.56
Seventh Lease Year $10,838.69
Eighth Lease Year $11.380.62
Ninth Lease Year $11,949.65
Tenth Lease Year $12,547.13
Such payments of Tenant's Proportionate Share of Basic Costs shall be made as
follows:
(a) Before the beginning of each Lease Year during the Term,
Landlord shall furnish Tenant with Landlord's reasonable estimate of the Basic
Costs for such Lease Year. By the first day of each month during such Lease
Year, Tenant shall pay 1/12th of its Proportionate Share of the estimated Basic
Costs for such Lease Year.
(b) (i) Within the first sixty (60) days of each Lease Year
during the Term (beginning with the second Lease Year, or as soon thereafter as
reasonably practical, Landlord shall furnish to Tenant a statement ("Expense
Statement") of the actual Basic Costs for the previous Lease Year.
(ii) Within thirty (30) days after the delivery of the
Expense Statement, subject to the limits set forth in
Section 6.01 above, Tenant will make a lump sum
payment to Landlord equal to the amount, if any, by
which Tenant's Proportionate Share of the actual Basic
Costs exceeds the Basic Costs paid by Tenant for such
previous Lease Year.
(iii) If Tenant's Proportionate Share of the actual Basic
Costs is less than the Basic Costs paid by Tenant for
such previous Lease Year, Landlord shall refund the
excess to Tenant within thirty (30) days after the
issuance of the Expense Statement or, at Landlord's
option, Landlord shall apply such amount to the next
payments of Rental due hereunder.
(iv) The effect of the reconciliation payment or
adjustment pursuant to (11) or (iii) above is that,
subject to the limits set forth in Section 6.01 above,
Tenant shall pay during each Lease Year during the
Term its Proportionate Share of the actual Basic
Costs.
(c) Within forty-five (45) days after delivery of an Expense
Statement, Tenant shall have the right to notify Landlord if it intends to
examine Landlord I s books and records with respect to such Expense Statement.
If Tenant so notifies Landlord, then Tenant and its
<PAGE>
representatives shall have the right, at Tenant's expense, during normal
business hours for a period of ninety (90) days after Tenant's notice, to
examine Landlord's books and records relating to Basic Costs for the Building
for the previous Lease Year. Tenant shall notify Landlord within such ninety
(90) day period if it disputes such Expense Statement setting forth the reasons
therefor (a "Notice of Dispute"). If Tenant either (i) falls to notify Landlord
of its intention to examine Landlord's books and records within forty-five (45)
days after delivery of an Expense Statement, or (ii) fails to give Landlord a
Notice of Dispute within the ninety (90) day period of examination hereinabove
referred to, then Tenant shall be deemed to have accepted such Expense Statement
for all purposes hereunder. If Landlord shall have overstated Tenant's
obligation for Basic Costs for any calendar year, Landlord shall promptly refund
such excess; and If Landlord overstated such amount by ten percent (10%) or more
then (i) such refund shall include interest thereon from the end of the previous
Fiscal Year until paid at a rate per annum equal to three percent (3%) above the
Prime Rate, and (ii) Landlord shall reimburse Tenant for the cost of the audit
not to exceed the amount overcharged.
Section 6.02. As used herein, "Basic Costs" means all expenses, costs,
and disbursements of every kind (net of discounts, credits, rebates or direct
reimbursements) which Landlord incurs in connection with the operation, repair,
and maintenance of the Building, computed on an accrual basis. Basic Costs
shall include, but are not limited to, the following:
(a) Wages, salaries, and fees of all personnel or entities
(exclusive of Landlord's executive personnel) engaged in the operation, repair,
maintenance, or security of the Building, including taxes, insurance, and
benefits relating thereto;
(b) All supplies and materials used in the operation, repair,
security, and maintenance of the Building.
(c) Costs of all maintenance, security and service agreements
for the Building and the equipment therein, including, without limitation,
alarm service, water services, window cleaning, service on electrical and
mechanical components, rubbish removal, elevator maintenance, extermination
service, plumbing service, and landscaping.
(d) Cost of all insurance relating to the Building for which
Landlord is responsible hereunder, or which Landlord considers reasonably
necessary for the operation of the Building, including, without limitation, the
cost of property, casualty and liability insurance applicable to the Building
and Landlord's personal property used in connection with the common areas
thereof and the cost of business interruption or rental insurance in such
amounts as will reimburse Landlord for all losses of earnings and other income
attributable to such perils as are insured against by Landlord.
(e) Cost of repairs and maintenance of the Building.
<PAGE>
(f) Amortization of the cost of installation of capital
improvement items (i) which are primarily to reduce operating costs for the
general benefit of the Building's tenants or (ii) which are necessary to comply
with a statute, rule, regulation or directive promulgated by any governmental
authority after the Commencement Date, together with interest on the
unamortized cost at the rate of the Prime Rate plus two percent (2%) per annum.
All such costs shall be amortized over the reasonable life of the capital
investment items, with the reasonable life and amortization schedule being
determined by Landlord in accordance with generally accepted accounting
principles.
(g) Salaries and fees incurred for the preparation of Expense
Statements or in order to reduce Basic Costs.
(h) A management fee or allowance (whether or not paid) to the
manager of the Building equal to three percent (3%) of the gross receipts
generated from the operation of the Building (assuming that all tenants or
occupants of the Building are paying rent at the Building at a per square foot
rate equal to the rental reserved hereunder, whether or not such is the case).
(i) Legal and appraisal fees relating to the operation, repair
or maintenance of the Building, including legal fees incurred in order to
reduce Basic Costs, including without limitation the costs (including expert
witness fees) incurred by Landlord in the filing, institution and prosecution
of any application or proceeding filed or instituted by Landlord in order to
reduce the taxes included in Basic Costs.
Section 6.03. Notwithstanding anything in Section 6.02 to the
contrary, Basic Costs shall not include:
(a) any tenant work performed or alteration of space leased to
Tenant or other tenants or occupants of the Building, whether such work or
alteration is performed for the initial occupancy by such tenant or occupant or
thereafter:
(b) costs of negotiation or enforcement of leases;
(c) interest and amortization of indebtedness or any costs of
financing or refinancing, depreciation or ground rent (other than any amount
payable by Landlord for real estate taxes, insurance or repairs or other items
of Basic Costs under any ground lease, to the extent such amounts are otherwise
includable in Basic Costs under Section 6.02 and 6.03 hereunder):
(d) compensation paid to officers or executives of Landlord
(other than the management fee, if applicable, referred to in Section 6.02(h));
(e) leasing commissions and Advertising and promotional expenses;
<PAGE>
(f) Utility Costs (as defined in Section 8.01);
(g) costs of capital improvement items other than those
described in Section 6.02(f).
Section 6.04. Throughout the Term, Tenant shall pay to Landlord
Tenant's Proportionate Share of Taxes, as defined below, at the same time and
in the same manner as Tenant pays Tenant's Proportionate Share of Basic Costs;
provided, however, that there shall be no annual limitation on Tenant's
Proportionate Share of Taxes. As used herein, "Taxes" means all taxes,
assessments, and other governmental charges applicable to the Land, the
Building, or any portion thereof, or to Landlord's personal property used in
connection with the common areas thereof, whether Federal, state, county,
municipal or other authority, and whether assessed by taxing districts or
authorities presently taxing the Land or the Building or the operation thereof
or by other taxing authorities subsequently created or otherwise. If at any
time during the Term there shall be levied, assessed, or imposed on Landlord or
the Building by any governmental authority any general or special ad valorem or
other charge or tax directly upon rentals received under leases covering space
in the Building, or if any fee, tax, assessment, or other charge is imposed
which is measured by or based, in whole or in part, upon such rents, or if any
charge or tax is made based directly or indirectly upon the transactions
represented by leases covering space in the Building or the occupancy or use
thereof, such taxes, fees, assessments, or other charges shall be included in
"Taxes"; provided, however, that any inheritance, estate, gift, franchise,
corporation, income, or net profits tax which may be assessed against Landlord
and/or the Building shall be excluded from Taxes. Landlord hereby agrees that
at Tenant's recommendation, Landlord will consider in good faith contesting the
Taxes. If Landlord agrees to contest the Taxes, Tenant shall pay all costs and
fees incurred in connection with the same.
Section 6.05. If any taxes paid by Landlord and previously included in
Taxes are refunded, Landlord shall promptly pay to Tenant an amount equal to
the amount of such refund multiplied by Tenant's Proportionate Share in effect
for the period to which such refund relates, or, at Landlord's election, credit
such amounts to the next accruing installments of Rental. In the event any such
refund is received after the Expiration Date, Landlord shall pay such
Proportionate Share to Tenant within thirty (30) days thereafter.
ARTICLE 7
SERVICES BY LANDLORD AND LANDLORD'S OBLIGATIONS
Section 7.01. Landlord, at its cost and expense, shall keep and
maintain the Building structure, and the sidewalks, plazas and landscaped areas
adjoining the Building, in good condition and repair and shall make all
repairs, as and when needed in or about the Premises or the Building, except
the leasehold improvements of Tenant and those repairs for which Tenant is
expressly responsible pursuant to any other provisions of this Lease. If Tenant
requires services
<PAGE>
which are not specified herein and Landlord provides such services to
Tenant, Tenant will pay to Landlord, upon demand, as additional Rental,
Landlord's charges for providing such services.
Section 7.02. Landlord, at its cost and expense, shall;
(i)keep the sidewalks, plazas and landscaped areas adjoining the Building
free of accumulation of snow and ice, dirt, refuse, rubbish and unlawful
obstructions:
(ii) keep the common and public areas of the Building clean and presentable
and
(iii) care for and maintain the shrubbery, planting and landscaping, if
any, on the plaza or plazas adjacent to the Building or other public areas of
the Building.
Section 7.03. Nothing contained in this Article 7 shall preclude
Landlord from including in Basic Costs (pursuant to Section 6.02) any of the
costs and expenses referred to in this Article 7 to the extent the same are
within the definition of Basic Costs.
ARTICLE 8
UTILITIES
Section 8.01. Prior to the Commencement Date, Tenant shall at its sole
cost and expense, cause gas and electric utilities serving the Premises to be
separately metered so that the applicable serving utility company will bill
Tenant directly for such utilities serving the Premises. In the event that a
particular utility cannot be separately metered, Tenant shall at its sole cost
and expense, install a submeter to determine the usage of such utility. Tenant
shall pay when due all utility bills for those utilities separately metered and
which are billed directly to Tenant. The cost of all utilities which serve or
benefit the Premises but which are sub-metered ("Utility Costs") shall be paid
by Tenant to Landlord as hereinafter set forth.
Section 8.02.
(a) Before the beginning of each Fiscal Year during the Term,
including the partial Fiscal Year in which the Commencement Date occurs,
Landlord shall furnish Tenant with Landlord's estimate of the Utility Costs for
such Fiscal Year. By the first day of each month during such Fiscal year,
Tenant shall pay 1/12th of the estimated Utility Costs for such Fiscal Year.
(b) (i) Within the first sixty (60) days of each Fiscal Year
during the Term (beginning with the Fiscal Year following the Fiscal Year in
which the Commencement Date occurs), or as soon thereafter as reasonably
practical, Landlord shall furnish to Tenant a statement of the actual Utility
Costs for the previous Fiscal Year ("Utility Statement").
<PAGE>
(ii) Within thirty (30) days after the deliver of the Utility Statement,
Tenant shall make a lump sum payment to Landlord equal to the amount, if any, by
which the actual Utility Costs exceeds the amount Paid by Tenant for such
previous Fiscal Year, toward the estimated Utility Costs for such previous
Fiscal Year.
(iii) If the actual Utility Costs is less than the amount paid by Tenant
for such previous Fiscal Year, Landlord shall refund the excess to Tenant within
thirty (30) days after the issuance of the Utility Statement or, at Landlord's
option, Landlord shall apply such amount to the next payments of Rental due
hereunder.
(iv) The effect of the reconciliation payment or adjustment pursuant to
(ii) and (iii) above is that Tenant shall pay during each Fiscal Year during the
Term the actual Utility Costs.
Section 8.03. At all times Tenant agrees that its use of electric
current will never exceed the level which Landlord reasonably determines to be
the capacity of existing feeders to the Building or the risers or wiring
installations. Any riser or risers or wiring to meet Tenant's excess electrical
requirements will, upon Tenant's written request, be installed by Landlord at
Tenant's sole cost (if the same are necessary and will not cause permanent
damage or injury to the Building or to the Premises or cause or create a
dangerous or hazardous condition, or entail excessive or unreasonable
alterations, repairs, or expense or interfere with or disturb other tenants or
occupants).
Section 8.04. With respect to the cost of domestic water and sewer and
any other utility which serves the Premises (or any equipment or machinery
benefiting the Premises), Landlord shall charge Tenant for its share of such
cost in a fair and equitable manner as part of Basic Costs. For example, if it
Is impractical or impossible to separately meter or submeter the electricity
for Tenant's HVAC units, the cost therefor shall be allocated to Tenant in a
fair and reasonable manner and paid for by Tenant as part of Basic Costs.
ARTICLE 9
USE
The Premises shall be used for those purposes typically engaged in by
a commercial bank or savings and loan institution (and uses reasonably related
thereto), and for no other purpose. Tenant agrees to use and maintain the
Premises in a clean, careful, safe, lawful, and proper manner.
<PAGE>
ARTICLE 10
LAWS, ORDINANCES, AND REQUIREMENTS OF PUBLIC AUTHORITIES
Tenant shall, at its sole expense, (i) comply with all laws, orders,
ordinances, and regulations of Federal, state. county, municipal and other
authorities having jurisdiction over the Premises ("Legal Requirements") not
requiring capital improvements unless such capital improvements are required by
reason of Tenant's particular use of the Premises, and (ii) comply with any
direction made pursuant to law by any public officers requiring abatement of
any nuisance, or which imposes upon Landlord or Tenant any duty or obligation
arising from Tenant's occupancy or use of the Premises or from conditions which
have been created by or at the insistence of Tenant. If Tenant receives notice
of any such direction or of violation of any such law, order, ordinance, or
regulation, it shall promptly notify Landlord thereof Nothing in this Article
10 shall preclude Landlord from including in Basic Costs any cost or expense
otherwise defined in Section 6.02 as an item of Basic Cost.
ARTICLE 11
OBSERVANCE OF RULES AND REGULATIONS
Tenant and its servants, employees, agents, visitors, and licensees
shall observe faithfully and comply with the Rules and Regulations (herein so
called) attached to this Lease as Exhibit C. Landlord shall at all times have
the right to make changes in and additions to such Rules and Regulations,
provided such changes in existing or new Rules and Regulations do not
materially interfere with the lawful conduct of Tenant's business in the
Premises and are not reasonably deemed objectionable to the Tenant. Any failure
by Landlord to enforce any of the Rules and Regulations now or hereafter in
effect, either against Tenant or any other tenant in the Building, shall not
constitute a waiver of any such Rules and Regulations. Landlord shall not be
liable to Tenant for the failure or refusal by any other tenant, guest,
invitee, visitor, or occupant of the Building to comply with any of the Rules
and Regulations.
ARTICLE 12
ALTERATIONS
Section 12.01. Tenant may not, at any time during the Term, without
Landlord's prior written consent, make any alterations to the Premises which in
Landlord's good faith judgment may (i) adversely affect the structure or the
safety of the Building, (ii) adversely affect the electrical, HVAC, plumbing or
mechanical systems or the functioning thereof, (iii) be seen from the exterior
of the Building or from any of the common or public areas thereof or (iv) fall
to comply with applicable Legal Requirements. Landlord agrees not to
unreasonably withhold its consent to any proposed alteration which requires
Landlord's consent solely by reason of clause (iii) in the preceding sentence.
If Tenant desires to make any alterations in or to the Premises,
<PAGE>
Tenant shall, prior to beginning any such work, deliver to Landlord all plans or
drawings and specifications therefor. whether or not Landlord's approval is
required for such alterations. If specifications therefor, whether or not
Landlord approval is required pursuant to the first sentence of this Section
12.01, Tenant shall pay to Landlord the charge reasonably and actually incurred
by Landlord in having third-party consultants (e.g., engineers or architects)
review and approve such plans and specifications. Tenant may proceed to the
construction of the alterations provided that (i) Tenant has received Landlord's
approval thereof, if required pursuant to the first sentence of this Section
12.01, and (ii) the alterations are in strict compliance with the plans and
specifications submitted to Landlord and with the provisions of this Article 12.
Tenant shall procure at its own expense such governmental approvals and permits
as may be required for such alterations. At Tenant's expense, Landlord shall
join in submitting Tenant's plans for any necessary governmental approval, if
required by applicable law. All alterations shall be made at Tenant's expense by
contractors which have been approved by Landlord (which approval shall not be
unreasonably delayed or withheld). All such construction, alterations, and
maintenance work done by, or for, Tenant shall (A) be performed in a such manner
as to maintain harmonious labor relations, (B) not alter the exterior appearance
of the Building or the common and public areas thereof, (C) not affect the
structure or the safety of the Building, (D) comply with all building, safety,
fire, plumbing, electrical, and other codes and governmental and insurance
requirements, (E) be completed promptly and in a good and workmanlike manner,
and (F) be performed in compliance with Article 13 hereof.
Section 12.02. After the completion of any alterations to the
Premises, Tenant shall deliver to Landlord either (i) a certificate signed by
Tenant stating that such alterations have been completed in accordance with the
plans and specifications previously delivered to Landlord or (ii) a copy of
"as-built" plans and specifications with respect to such alterations.
Section 12.03. No alterations, leasehold improvements, and other
physical additions made or installed by or for Tenant in or to the Premises
shall be removed during the Term except in accordance with Section 20.02.
ARTICLE 13
LIENS
Tenant shall keep the Premises and the Building free from any liens
arising from any work performed, materials furnished, or obligations incurred
by or at the request of Tenant. All persons either contracting with Tenant or
furnishing or rendering labor and materials to Tenant shall be notified in
writing by Tenant that they must look only to Tenant for payment. Nothing
contained in this Lease shall be construed as Landlord's consent to any
contractor, subcontractor, laborer, or materialman for the performance of any
labor or the furnishing of any materials for any specific improvement,
alteration, or repair of, or to, the Premises or the Building, nor as giving
Tenant any right to contract for, or permit the performance of, any services or
the furnishing of any materials that would result in any liens against the
Premises or the Building. If
<PAGE>
any lien is filed against the Premises or Tenant's leasehold interest therein,
or if any lien is filed against the Building which arises out of any purported
act or agreement of Tenant, Tenant shall discharge the same within ten (10) days
after its filing by payment, filing of the bond required by law or otherwise. If
Tenant fails to discharge such lien within such period, then, in addition to any
other right or remedy of Landlord, Landlord may, at its election, discharge the
lien by paying the amount claimed to be due, by obtaining the discharge by
deposit with a court or a title company, or by bonding. Tenant shall pay on
demand any amount paid by Landlord for the discharge or satisfaction of any such
lien. and all reasonable attorneys' fees and other costs and expenses of
Landlord incurred in defending any such action or in obtaining the discharge of
such lien, together with all necessary disbursements in connection therewith.
ARTICLE 14
REPAIRS
Section 14.01. Tenant shall keep the Premises and every part thereof
in good condition and repair at all times during the Term and at Tenant's sole
cost and expense. If Tenant falls to make such repairs promptly, Landlord, at
its option, may make such repairs, and Tenant shall pay Landlord on demand
Landlord's actual costs in making such repairs plus fifteen percent (15%) for
Landlord's overhead. Notwithstanding the foregoing, Tenant shall have no
obligation to maintain or repair any portion of the Building which is not part
of the Premises; provided, however, that Tenant shall reimburse Landlord for
any actual costs incurred for maintenance or repair of any such portion of the
Building if such maintenance or repair is necessitated by the negligent acts or
omissions of Tenant plus fifteen percent (15%) for Landlord's overhead. At the
end of the Term, Tenant shall surrender to Landlord the Premises and all
alterations, additions and improvements thereto subject to the provisions of
Article 20 hereof. Landlord has no obligation and has made no promise to alter,
remodel, improve, repair, redecorate, or paint the Premises or any part
thereof, except as specifically set forth in this Lease. No representations
respecting the condition of the Premises or the Building have been made by
Landlord to Tenant except as specifically set forth in this Lease.
Section 14.02.
(a) Subject to the other provisions of this Lease imposing
obligations in this respect upon Tenant, and subject to the provisions of
Articles 16 and 17 hereof, Landlord shall repair, replace, and maintain (i) the
external and structural parts of the Building, and (ii) all common and public
areas of the Building.
(b) Nothing contained in this Section 14.02 shall preclude
Landlord from including in Basic Costs (pursuant to Sections 6.02 and 6.03) any
of the costs and expenses referred to herein to the extent the same are within
the definition of Basic Costs.
<PAGE>
ARTICLE 15
INSURANCE
Section 15.01. During the Term, Tenant, at its sole expense, shall
obtain and keep in force the following insurance.
(a) All-Risk insurance upon property of every description and
kind owned by Tenant and located in the Building or for which Tenant is legally
liable or installed by or on behalf of Tenant, including without limitation,
leasehold improvements, furniture, fittings, installations, furnishings,
movable trade fixtures and personal property, and alterations, in an amount not
less than ninety percent (90%) of the full replacement cost thereof. Landlord
will not be required to carry insurance of any kind on any leasehold
improvements located in the Premises, or on any of Tenant's fixtures, equipment
or improvements under this Lease, and Landlord shall not be obligated to repair
any damage thereto or replace the same.
(b) Comprehensive general liability insurance coverage,
including personal injury, bodily injury, broad form property damage,
operations hazard, owner's protective coverage, contractual liability, and
products and completed operations liability, in limits not less than $3,000,000
inclusive. Such insurance may be placed as part of any blanket policy carried
by Tenant and/or carried under primary and excess coverage policies.
(c) Any other form or forms of insurance as Tenant, Landlord
or Landlord's mortgagee may reasonably require from time to time in form, in
amounts and for insurance risks against which a prudent tenant of comparable
size and in a comparable business would protect itself.
All policies shall be issued by insurers that are reasonably acceptable
to Landlord and in form reasonably satisfactory from time to time to Landlord,
and shall name Tenant as named insured thereunder and shall name Landlord and
Landlord's mortgagees (and, if requested by Landlord, ground or primary
lessors) as additional insureds thereunder, all as their respective interests
may appear. Tenant will deliver certificates of insurance (substantially in the
form of Exhibit D hereto) to Landlord as soon as practicable after the placing
of the required insurance, but not later than ten (10) days prior to the date
Tenant takes possession of all or any part of the Premises. All policies shall
contain an under-taking by the insurers to notify Landlord and Landlord's
mortgagees (and, if applicable, ground lessors) In writing, by certified or
registered United States mail, return receipt requested, not less than thirty
(30) days before any material adverse change, reduction in coverage,
cancellation, or other termination thereof.
(d) Notwithstanding anything contained in this Article 15 to
the contrary, so long as Century National Bank is the Tenant hereunder, (1) the
insurance coverages specified in Sections 15.01 (a) and (b) may be satisfied
through blanket and/or umbrella policies of insurance,
<PAGE>
(ii) the provisions of Section 15.0 1 (c) shall not apply, and (iii) Tenant may
elect to have any deductibles as Tenant may choose.
Section 15.02. During the Term, Landlord shall insure the structure of
the Building and the public and common areas of the Building with a reputable
insurance company against damage with All-Risk insurance in an amount not less
than 80% of the then replacement cost and comprehensive general liability
insurance, all in such amounts and with such deductions as Landlord considers
appropriate. Landlord may, but shall not be obligated to, obtain and carry any
other form or forms of insurance as it or Landlord's mortgagees may reasonably
determine advisable. Notwithstanding any contribution by Tenant to the cost of
insurance premiums, as provided herein, Tenant acknowledges that it has no
right to receive any proceeds from any insurance policies carried by Landlord.
Section 15.03. Tenant will not keep, use, sell, or offer for sale in
or upon the Premises any article which may be prohibited by any insurance
policy in force covering the Building. If Tenant's occupancy or business in or
on the Premises, whether or not Landlord has consented to the same, results in
any increase in premiums for the insurance carried by Landlord with respect to
the Building, Tenant shall pay any such increase in premiums as additional
Rental within ten (10) days after being billed therefor by Landlord. In
determining whether increased premiums are a result of Tenant's use of the
Premises, a schedule issued by the organization computing the insurance rate on
the Building showing the various components of such rate shall be conclusive
evidence of the several items and charges which make up such rate. Tenant shall
promptly comply with all reasonable requirements of the insurance authority or
any present or future insurer relating to the Premises.
Section 15.04. If any of Landlord's insurance policies shall be
canceled or cancellation shall be threatened or the coverage thereunder reduced
or threatened to be reduced in any way because of the use of the Premises or
any part thereof by Tenant or any assignee or subtenant of Tenant or by anyone
Tenant permits on the Premises and if Tenant fails to remedy the condition
giving rise to such cancellation, threatened cancellation, reduction of
coverage, or threatened reduction of coverage within 48 hours after notice
thereof, Landlord may, at its option, enter upon the Premises and attempt to
remedy such condition, and Tenant shall promptly pay the cost thereof to
Landlord as additional Rental. Landlord shall not be liable for any damage or
injury caused to any property of Tenant or of others located on the Premises
resulting from such entry. If Landlord is unable, or elects not, to remedy such
condition, then Landlord shall have all of the remedies provided for in this
Lease in the event of a default by Tenant.
Section 15.05. All policies covering real or personal property which
either party obtains affecting the Premises or the Building shall include a
clause or endorsement denying the insurer any rights of subrogation against the
other party to the extent rights have been waived by the insured before the
occurrence of injury or loss. Landlord and Tenant shall not be liable or
responsible for, and each hereby releases the other, the partners, employees,
officers, directors and agents of the other from any and all liability and
responsibility to the other, or any person
<PAGE>
claiming by, through or under the Landlord or Tenant, by way of subrogation or
otherwise for any damage or loss to their respective property due to hazards
covered or which should be covered by policies of insurance obtained or which
should be or have been obtained pursuant to this Lease, to the extent of the
injury or loss covered or which should have been covered thereby, assuming that
any deductible shall be deemed to be insurance coverage.
ARTICLE 16
DAMAGE BY FIRE OR OTHER CASUALTY
Section 16.01. If the Building or the Premises shall be damaged by any
casualty, Tenant shall immediately notify Landlord of the same and if this
Lease shall not have been terminated pursuant to this Article 16, Landlord
shall repair said damage and restore and rebuild the Building and/or the
Premises (excluding any leasehold improvements in the Premises, the property of
Tenant and any alterations made by Tenant to the Premises) as soon as
reasonably practicable after said damage occurs, and the Rental payable
hereunder shall be reduced in proportion to the extent that the Premises are
rendered unusable for the normal conduct of the business then conducted on the
Premises.
Section 16.02. If the Building shall be damaged or destroyed by any
casualty such that Landlord estimates that the repair and restoration of the
Building would require an expenditure of more than thirty-five percent (35%) of
the replacement cost of the Building immediately prior to such casualty, then
Landlord shall have the right to terminate this Lease by written notice to
Tenant given within sixty (60) days after the date of such damage and upon such
notice this Lease shall terminate; provided, however, that the provisions of
this Lease which are designated to cover matters of termination and the period
thereafter shall survive the termination of this Lease.
Section 16.03. If the Building and/or the Premises shall be so damaged
by casualty to such extent that the Premises are rendered unusable for the
normal conduct of Tenant's business then conducted on the Premises and the
Landlord estimates that the Building and/or Premises (excluding any leasehold
improvements in the Premises, the property of Tenant and any alterations made
by Tenant to the Premises) cannot be substantially repaired within one hundred
eighty (180) days after the delivery of Landlord's aforesaid estimate to
Tenant, Tenant or Landlord may terminate this Lease by notice to the other
given within thirty (30) days of Tenant's receipt of a copy of Landlord's
estimate and upon such notice this Lease shall terminate; provided, however,
that the provisions of this Lease which are designated to cover matters of
termination and the period thereafter shall survive the termination of this
Lease.
Section 16.04. If Landlord is obligated to repair the Premises or
Building after any casualty pursuant to this Article 16, Landlord shall
diligently commence and continuously prosecute such repair to completion.
Unless Landlord elects to terminate this Lease pursuant to Section 16.02 or
Landlord or Tenant elects to terminate this Lease pursuant to Section 16.03,
<PAGE>
Tenant shall diligently commence and continuously prosecute the restoration of
the leasehold improvements to the condition immediately prior to the damage
caused by any casualty pursuant to this Article 16, and in such event Tenant's
obligation to pay Annual Rental and Basic Costs shall abate from the date of
such damage until the earlier to occur of (i) the date the Premises have been
restored and Tenant has opened for business operations once again, or (ii) three
(3) months after Landlord shall have delivered the Premises to Tenant in a
condition in which Tenant can commence such restoration work.
Section 16.05. No damages, compensation, or claim shall be payable by
Landlord for inconvenience, loss of business, or annoyance arising from any
repair or restoration of any portion of the Premises or the Building. Landlord
shall use reasonable efforts to have such repairs made promptly so as not to
unnecessarily interfere with Tenant's occupancy.
Section 16.06. The provisions of this Article shall be considered an
express agreement governing any case of damage or destruction of the Building,
the Leasehold Improvements, or the Premises by fire or other casualty.
Section 16.07. In the event of the termination of this Lease pursuant
to the provisions of Sections 16.02 or 16.03 of this Lease, the Term and the
estate hereby granted shall expire as of the date of such termination in the
same manner and with the same effect as if it were the date set for the normal
expiration of the Term, and Rental shall be apportioned as of the date of
termination.
ARTICLE 17
CONDEMNATION
Section 17. 01. In the event the whole or substantially the whole of
the Building and/or the Premises are taken or condemned for any public purpose,
this Lease shall terminate as of the date of such taking; provided, however,
that those provisions of this Lease which are designated to cover matters of
termination and the period thereafter shall survive the termination hereof.
Section 17.02(A). In the event that more than twenty-five percent
(25%) of the Rentable Area of the Building shall be taken or condemned for any
public purpose (whether or not such taking includes any portion of the
Premises), which taking, in Landlord's reasonable judgment, shall interfere
materially with Landlord's use and operation of the Building or is such that
Landlord reasonably determines that the Building cannot be restored to
usefulness in an economically feasible manner, then Landlord shall have the
option to terminate this Lease, effective as of the date specified by Landlord
in its notice of termination, provided, however, that those provisions of this
Lease which are designated to cover matters of termination and the period
thereafter shall survive the termination hereof.
<PAGE>
Section 17.02(B). In the event that more than ten percent (10%) of the Premises
shall be taken or condemned for any public purpose, which taking, in Tenant's
reasonable judgment, shall interfere materially with Tenant's use and operation
of the Premises or is such that Tenant reasonably determines that the Premises
cannot be restored to usefulness in an economically feasible manner, then
Tenant shall have the option to terminate this Lease, effective as of the date
is specified by Tenant in its notice of termination, provided, however, that
those provisions of the Lease which are designated to cover matters of
termination and the period thereafter shall survive the termination hereof.
Section 17.03. In the event that a portion, but less than
substantially the whole, of the Premises should be taken or condemned for any
public purpose, then this Lease shall terminate as of the date of such taking
as to the portion of the Premises so taken, and, unless Landlord exercises its
option to terminate this Lease pursuant to Section 17.02(A) or Tenant exercises
its option to terminate this Lease pursuant to Section 17.02(B), this Lease
shall remain in full force and effect as to the remainder of the Premises. In
such event, the Annual Rental, Initial Basic Costs Annual Amount, and Initial
Basic Costs Monthly Amount attributable to the Premises will be diminished by
an amount representing the part of such amounts properly applicable to the
portion of the Premises so taken. Further, in such event, Tenant's
Proportionate Share shall be recomputed based upon the remaining Rentable Area
in the Premises and in the Building.
Section 17.04. In the event of the termination of this Lease pursuant
to the provisions of Sections 17.01, 17.02 or 17.03, this Lease and the Term
and the estate hereby granted shall expire as of the date of such termination
in the same manner and with the same effect as if that were the date set for
the normal expiration of the Term, and Rental shall be apportioned as of the
date of termination. The provisions of this Section 17.04 shall apply in the
same manner to any partial termination of this Lease pursuant to the provisions
of this Article 17.
Section 17.05. If Landlord is obligated to repair the Premises or the
Building after any taking or condemnation pursuant to this Article 17, Landlord
shall diligently and continuously prosecute such repair to completion.
Section 17.06. Landlord shall be entitled to receive the entire award
in any condemnation proceeding or action for taking, without deduction
therefrom for any estate vested in Tenant by this Lease; provided that nothing
herein contained shall prohibit Tenant from seeking (i) severance damages, (ii)
moving expenses, and/or (iii) the unamortized cost of any improvements
installed by Tenant in the Premises after the Commencement Date.
<PAGE>
ARTICLE 18
ASSIGNMENT AND SUBLETTING
Section 18.01.
(a) Tenant may not sell, assign, transfer, or hypothecate this
Lease or any interest herein (either voluntarily or by operation of law,
including, if Tenant is a corporation, the sale or transfer of a controlling
interest in Tenant) or sublet the Premises or any part thereof without prior
written consent of Landlord, except as hereinafter provided. Notwithstanding
the foregoing, or any other provision of this Article 18 to the contrary,
Tenant shall have the right without the consent of Landlord to assign this
Lease (i) to an entity which controls, is controlled by, or is under common
control with Tenant, (ii) in connection with a merger, consolidation or sale of
substantially all of Tenant's assets (provided such successor entity has a net
worth at least equal to that of Tenant immediately prior to such transaction),
or (iii) in connection with a transfer of this branch, including the purchase
and assumption of the deposit liabilities by another bank or savings and loan
association that intends to operate the Premises as a branch bank (provided
such successor entity has a net worth at least equal to that of Tenant
immediately prior to such transaction).
(b) If Tenant should desire to either (i) assign this
Lease or (ii) sublet the
Premises (or any part thereof) other than in accordance with subsection
18.01(a) above, and provided that Tenant is not then in default hereunder,
Tenant shall give Landlord written notice at least thirty (30) but no more than
one hundred eighty (180) days in advance of the date on which Tenant desires to
make such assignment or sublease. Landlord shall then have a period of thirty
(30) days following receipt of such notice within which to notify Tenant in
writing that Landlord elects either (i) in the case of an assignment or a
sublease for all or substantially all of the unexpired Term (exclusive of any
unexercised renewal options) to a non-affiliate of Tenant, to terminate this
Lease as to the space so affected as of the date specified by Tenant in its
notice, in which event Tenant, subject to the provisions of Articles 19 and 20
and such other provisions of this Lease which expressly survive the termination
hereof, shall be relieved of all further obligations hereunder as to such
space; (ii) in the case of a sublease for less than substantially all of the
unexpired Term (exclusive of any unexercised renewal options) to a
non-affiliate of Tenant, to sublet from Tenant the space so affected at the per
square foot Rental payable hereunder; or (iii) to permit Tenant to assign or
sublet such space, subject, however, to the subsequent written approval of the
proposed assignee or subtenant by Landlord, which consent shall not be
unreasonably withheld or delayed. For purposes of this subsection 18.01 (b),
the term of a sublease shall be considered "substantially all of the unexpired
Term" if the term of such sublease expires less then twelve (12) months prior
to the expiration of the Term of this Lease.
(c) If Tenant notifies Landlord of Tenant's desire to assign
this Lease or sublet the Premises, Tenant shall pay to Landlord as additional
Rental with the next due monthly Rental the reasonable fee, if any, incurred by
Tenant in having such proposed sublease or assignment reviewed by counsel. No
assignment or subletting by Tenant shall relieve Tenant of Tenant's obligations
under this Lease. Any attempted assignment or subletting by Tenant in violation
of the terms and provisions of this Section 18.01 shall be void.
<PAGE>
Section 18.02. Landlord may sell, transfer, assign, and convey, all or
any part of the Building and any and all of its rights under this Lease, and in
the event Landlord assigns its rights under this Lease, Landlord shall be
released from any further obligations hereunder, and Tenant agrees to look
solely to Landlord's successor in interest for performance of such obligations.
ARTICLE 19
WAIVER OF CLAIMS
Subject to the provisions of Section 15.05, Tenant waives all claims
against Landlord for damage to any property or injury to, or death of, any
person in, upon or about the Building, the Premises, or the parking facilities
in the Building arising at any time and from any cause other than by reason of
the gross negligence or willful misconduct of Landlord, its agents or
employees, or Landlord's breach of this Lease. Without limiting the generality
of the foregoing. Landlord shall not be liable to Tenant for any injury or
damage to persons or property resulting from fire, explosion, falling plaster,
steam, gas, electricity, water, rain, flood, snow, or leaks from any part of
the Premises or from the pipes, appliances, equipment, plumbing works, roof, or
subsurface of any floor or ceiling, or from the street or any other place, or
by dampness or by any other cause whatsoever, unless caused by Landlord's gross
negligence or willful misconduct. Landlord shall not be liable for any such
damage caused by other tenants or persons in the Building or by occupants of
adjacent property thereto, or by the public, or caused by any private, public,
or quasi-public construction or other work, including, but not limited to, any
construction, modification, or operation of underground, ground-level, or
above-ground pedestrian tunnels, bridges, walkways, or similar items unless
such damage is caused by Landlord's gross negligence or willful misconduct. The
provisions of this Article 19 shall survive the termination of this Lease with
respect to any damage, injury, or death occurring before such termination.
ARTICLE 20
SURRENDER OF THE PREMISES AND TERMINATION
Section 20.01. Upon the expiration of the Term or other termination of
this Lease for any cause whatsoever, Tenant shall peacefully vacate the
Premises in as good order and condition as the same were at the beginning of
the Term or may thereafter have been improved, reasonable use and wear thereof
and damage to the Premises or the Leasehold Improvements by fire or other
casualty or condemnation only excepted. Should Tenant continue to hold the
Premises after the termination of this Lease, whether the termination occurs by
lapse of time or otherwise, such holding over, unless otherwise agreed to by
Landlord in writing, shall constitute and be construed as a tenancy at will at
a daily Rental equal to 1/30th of an amount equal to 150% of the total Rental
payable by Tenant hereunder during the last complete month of the Term and
subject to all of the other terms set forth herein except any right to renew
this Lease, but the foregoing shall not constitute a consent by Landlord to
such holding over and shall not prevent Landlord from exercising any of its
remedies under this Lease or applicable law by reason of such holding over.
Tenant shall be liable to Landlord for all damage which Landlord suffers
because of any holding over by Tenant, and Tenant shall indemnify Landlord
against all claims
<PAGE>
made by any other tenant or prospective tenant against Landlord
resulting from delay by Landlord in delivering possession of the Premises to
such other tenant or prospective tenant.
Section 20.02.
(a) Tenant shall remove, at Tenant's expense, all of its
furniture, furnishings, personal property, and movable trade fixtures by the
Expiration Date, and shall promptly repair all damage done to the Premises or
the Building by such removal. Any items not so removed at the Expiration Date
shall be deemed abandoned and shall thereupon become the property of Landlord.
(b) Except as provided in Section 20.02(a), Tenant shall not
remove any alteration made by Tenant or any of the Leasehold Improvements at
the expiration of the Term without Landlord's consent.
Section 20.03. This Lease may be terminated effective on or after
January 1, 2003, upon not less than twelve (12) months prior written notice,
(a) by Landlord for its own use, provided Landlord reimburses Tenant for the
unamortized portion of Tenant's investment in the Leasehold Improvements, in an
amount not to exceed Seventy-Eight Thousand Dollars ($78,000) if this Lease is
terminated at the end of the fifth Lease Year, and One Thousand Three Hundred
Dollars ($1,300) per month less for each month thereafter, or (b) by Tenant
with the payment to Landlord of one month's rent as a termination penalty.
Within thirty (30) days after the Rental Payment Commencement Date, Tenant
shall furnish Landlord with a detailed statement setting forth the costs of
Tenant's Leasehold Improvements; provided, however, that such statement may
include an estimate of the costs to install an ATM machine, which costs (i)
shall not increase the Seventy-Eight Thousand Dollar ($78,000) limit set forth
above in this Section 20.03, and (ii) may be incurred any time within the First
Lease Year and still be included in such Seventy-Eight Thousand Dollar
($78,000) limit. Within thirty (30) days after the earlier to occur of (x)
installation of the ATM machine or (y) the end of the First Lease Year, Tenant
shall furnish Landlord with a final detailed statement setting forth the costs
of Tenant's Leasehold Improvements, including the final costs of the
installation of the ATM machine, if applicable.
<PAGE>
ARTICLE 21
ESTOPPEL CERTIFICATES
Tenant agrees to furnish no later than fifteen (15) days after a
request therefor by Landlord, any ground lessor, or the holder of any deed of
trust or mortgage covering the Building, the Land, or any interest of Landlord
therein or any purchaser of Landlord's interest, a certificate signed by Tenant
certifying (to the extent same is true) that this Lease is in full force and
effect and unmodified; that the Term has commenced and the full Rental is then
accruing hereunder; that Tenant has accepted possession of the Premises and
that any improvements required by the terms of this Lease to be made by
Landlord have been completed to the satisfaction of Tenant; that no Rental
under this Lease has been paid more than thirty (30) days in advance of its due
date; that the address for notices to be sent to Tenant is as set forth in this
Lease (or has been changed by notice duly given and is as set forth in the
certificate); that Tenant, as of the date of such certificate, has no knowledge
of any charge, lien, or claim of offset under this Lease or otherwise against
Rentals or other charges due or to become due hereunder, that Tenant has no
knowledge of any default by Landlord then existing under this Lease; and such
other matters as may be reasonably requested by Landlord or any such ground
lessor, holder of such deed of trust or mortgage or purchaser. If Tenant is
unable to so certify as to one or more of the foregoing items, Tenant shall
specify its reason therefor in writing. Any such certificate may be relied upon
by any prospective purchaser, ground lessor, mortgagee, or any beneficiary
under any deed of trust on the Building or the Land or an), part thereof.
Landlord agrees to furnish periodically, when reasonably requested in writing
by Tenant, certificates signed by Landlord containing substantially the same
information as described above.
ARTICLE 22
SUBORDINATION
Section 22.01. This Lease shall be subject and subordinate to any
future first deeds of trust, first mortgages or other first security
instruments (collectively, "Superior Instruments") which may from time to time
during the Term cover the Building and/or the Land, or any interest of Landlord
therein, and to any advances made on the security thereof, and to any
refinancing, increases, renewals, modifications, consolidations, replacements,
and extensions of any such future Superior Instruments. This Section 22.01
shall be self-operative and no further instrument shall be required to effect
such subordination of this Lease. Upon demand, however, Tenant shall execute,
acknowledge, and deliver to Landlord any further instruments and certificates
evidencing such subordination as Landlord or the holder of any Superior
Instrument may reasonably request, and Tenant hereby irrevocably appoints
Landlord as Tenant's agent and attorney -in- fact for the purpose of executing,
acknowledging, and delivering any such instruments and certificates. Landlord
agrees to obtain from the holder of any and all Superior Instruments a
non-disturbance agreement which provides that in the event such holder succeeds
to the interest of the Landlord hereunder, then if Tenant is not in default of
its obligations under this Lease, such holder will not terminate this Lease and
will recognize Tenant as the Tenant hereunder.
<PAGE>
Section 22.02. Notwithstanding the generality of the foregoing
provisions of Section 22.01 hereof, any holder of a Superior Instrument shall
have the right, unilaterally, at any time, to subordinate fully or partially
any such Superior Instrument to this Lease on such terms and subject to such
conditions as such holder of a Superior Instrument may consider appropriate.
Upon request, Tenant shall execute an instrument confirming any such full or
partial subordination by any holder of a Superior Instrument. At any time,
before or after the institution of any proceedings for the foreclosure of any
Superior Instrument, or sale of the Building and/or under any Superior
Instrument, or upon the termination of any ground lease, Tenant shall attorn to
such purchaser upon any such sale or the grantee under any deed in lieu of such
foreclosure or to any ground lessor in the event of a termination of a ground
lease, as the case may be, and shall recognize such ground purchaser, grantee
or ground lessor, as the case may be, as Landlord under this Lease.
Section 22.03. Should any ground lease be terminated, or any deed of
trust, mortgage, or security instrument be foreclosed, the liability of the
ground lessor, mortgagee, trustee, or purchaser, as the case may be, as
"Landlord" hereunder, shall exist only with respect to the acts or omissions of
such person or entity occurring while it was the owner of the Land and/or
Building. Further, Tenant agrees that any such ground lessor, mortgagee,
trustee, or purchaser shall not be liable for (i) any Rental paid more than
thirty (30) days in advance of its due date; (ii) any amendment or modification
of this Lease without the prior written approval written approval of such
ground lessor, mortgagee, trustee, or purchaser; or (iii) any default by or any
claim against any prior Landlord.
ARTICLE 23
DEFAULT AND REMEDIES
Section 23.0 1. The occurrence of any one or more of the following
events shall constitute an event of default under this Lease: (a) if Tenant
shall fall to pay any Rental or other sums payable by Tenant hereunder as and
when such Rental or other sums become due and payable and such failure shall
continue for more than ten (10) days after notice; (b) if Tenant shall fail to
perform or observe any covenant or obligation hereunder or any of the Rules and
Regulations and such failure shall continue for more than ten (10) days after
notice; or, if such failure cannot be corrected within such ten- (10) day
period, if Tenant does not commence to correct same within said ten- (10) day
period and thereafter diligently prosecute the correction of same to
completion; (c) if Tenant vacates all or substantially all of the Premises for
a period of ninety (90) days or more not in connection with an assignment or
sublease or the remodeling of the Premises; (d) if any petition is filed by or
against Tenant or any guarantor of Tenant's obligations under this Lease under
any section or chapter of the present or any future Federal Bankruptcy Code or
under any similar law or statute of the United States or any state thereof
(which, in the case of an involuntary proceeding. is not permanently
discharged, dismissed. stayed, or vacated, as the case may be, within sixty
(60) days of its commencement), or if any order for relief shall be entered
against Tenant or any guarantor of Tenant's obligations under this Lease in
proceedings filed under any section or chapter of the present or any future
Federal Bankruptcy Code or under any similar law or statute of the United
States or any state thereof;
<PAGE>
(e) if Tenant or any guarantor of Tenant's obligations under this Lease
becomes insolvent or makes a transfer in fraud of creditors; (f) if Tenant or
any guarantor of Tenant's obligations under this Lease makes an assignment for
the benefit of creditors; or (g) if a receiver, custodian, or trustee is
appointed for Tenant or any guarantor of Tenant's obligations under this Lease
or for any of the assets of Tenant or any guarantor of Tenant's obligations
under this Lease, which appointment is not vacated within sixty (60) days of the
date of such appointment.
Section 23.02. If an event of default occurs, then at any time
thereafter while Tenant remains in default, Landlord may do any one or more of
the following:
(a) Terminate this Lease, in which event Tenant shall
immediately surrender the Premises to Landlord. If Tenant fails to do so,
Landlord may, without notice and without prejudice to any other remedy Landlord
may have, enter upon and take possession of the Premises and expel or remove
Tenant and its effects without being liable to prosecution or any claim for
damages therefor, and Tenant shall indemnify Landlord for all loss and damage
which Landlord may suffer by reason of such termination, whether through
inability to relet the Premises or otherwise, including any loss of Rental for
the remainder of the Term.
(b) Enter upon and take possession of the Premises as Tenant's
agent, terminating this Lease and without being liable to prosecution or any
claim for damages therefor, and Landlord may relet the Premises as Tenant's
agent and receive the Rental therefor, in which event Tenant shall pay to
Landlord on demand any and all costs of releasing, renovating, repairing, and
altering the Premises (including but not limited to advertising costs,
commissions, finders fees and other similar costs) for a new tenant or tenants
and any deficiency that may arise by reason of such reletting.
(c) Do whatever Tenant is obligated to do under this Lease and
enter the Premises without being liable to prosecution or any claim for damages
therefor to accomplish this purpose. Tenant shall reimburse Landlord
immediately upon demand for any expenses which Landlord incurs in thus
effecting compliance with this Lease on Tenant's behalf, and Landlord shall not
be liable for any damages suffered by Tenant from such action, unless caused by
the gross negligence or willful misconduct of Landlord.
Section 23.03. No act or thing done by Landlord or its agents during the
Term shall constitute an acceptance of an attempted surrender of the Premises,
and no agreement to accept a surrender of the Premises shall be valid unless
made in writing and signed by Landlord. No re-entry or taking possession of the
Premises by Landlord shall constitute an election by Landlord to terminate this
Lease, unless a written notice of such intention is given to Tenant.
Notwithstanding any such reletting or re-entry or taking possession, Landlord
may at any time thereafter terminate this Lease for a previous default.
Landlord's acceptance of Rental following an event of default hereunder shall
not be construed as a waiver of such event of default. No waiver by Landlord of
any breach of this Lease shall constitute a waiver of any other violation or
breach of any of the terms hereof. Forbearance by Landlord to enforce one or
more if the remedies herein provided upon a breach hereof shall not constitute
a waiver of any other breach of this Lease.
<PAGE>
Section 23.04. No provision of this Lease shall be deemed to have been
waived by Landlord or Tenant unless such waiver is in writing and signed by
such party. Nor shall any custom or practice which may evolve between the
parties in the administration of the terms of this Lease be construed to waive
or lessen Landlord's or Tenant's right to insist upon strict performance of the
terms of this Lease. The rights granted to Landlord and Tenant in this Lease
shall be cumulative of every other right or remedy which Landlord or Tenant may
otherwise have at law or in equity or by statute, and the exercise of one or
more rights or remedies shall not prejudice or impair the concurrent or
subsequent exercise of other rights or remedies.
ARTICLE 24
WAIVER BY TENANT
To the extent permitted by applicable law, Tenant waives for itself
and all claiming by, through, and under it, including creditors of all kinds,
any right and privilege which it or any of them may have under any present or
future constitution, statute, or rule of law to redeem the Premises or to have
a continuance of this Lease for the Term after termination of Tenant's right of
occupancy by order or judgment of any court or by any legal process or writ,
under the terms of this Lease, or after the termination of the Term as herein
provided.
ARTICLE 25
SIGNAGE AND AUTOMATED TELLER MACHINE
Section 25.01. Attached hereto as Exhibit E are Tenant's plans for
signage on or in the Building as approved by Landlord. So long as Century
National Bank or any affiliate of Century National Bank is the Tenant
hereunder, Tenant shall have the right to maintain such signs and from time to
time, to replace such signs with signs equal to or less than the size of the
sign(s) being replaced and to change the face and/or message of such signs with
the prior written consent of Landlord, which consent shall not be withheld or
delayed unless in Landlord's good faith judgment such replacement or change
would adversely affect the first-class character of the Building or the overall
appearance of the Building. Notwithstanding the provision dealing with
consents, Landlord shall not withhold or delay its consent to any such proposed
replacement or change if such proposed replacement or change is a part of a
general revision of the Century National Bank logo and signage. Tenant shall
keep such sign(s) in good condition and repair throughout the Term, and upon
the expiration of this Lease Tenant shall remove the sign(s) and repair any
damage caused by such removal. Tenant may also from time to time during the
Term post signs in the windows of the Premises which in Landlord's good faith
Judgment do not detract from the first-class character of the Building, and
Tenant shall have the right to place an easel mounted sign in any foyer located
within the Premises (but not in any common area of the Building).
Section 25.02. Tenant shall have the right to install in the Premises
an automated teller machine ("ATM") in accordance of the provisions of Article
12 entitled "Alterations". Upon request by Landlord given no later than thirty
(30) days prior to the Expiration Date, Tenant shall, at its expense, remove
the ATM, repair any damage caused by such removal, and restore the affected
area within the Premises to substantially its original condition.
<PAGE>
ARTICLE 26
ATTORNEYS' FEES AND LEGAL EXPENSES
In any action or proceeding brought by either party against the other
under this Lease, the prevailing party shall be entitled to recover from the
other party reasonable attorneys' fees, investigation costs, and other
reasonable legal expenses and court costs incurred by such party in such action
or proceeding.
ARTICLE 27
NOTICES
Section 27.01. Any notice or demand, consent, approval or disapproval,
or statement (collectively called "Notices") required or permitted to be given
by the terms and provisions of this Lease, or by any law or governmental
regulation, shall be in writing (unless otherwise specified herein) and unless
otherwise required by such law or regulation, shall be personally delivered or
sent by United States mail postage prepaid as registered or certified mail,
return receipt requested. Any Notice shall be addressed to Landlord or Tenant,
as applicable, at its address specified in the Basic Lease Information as said
address may be changed from time to time as hereinafter provided. By giving the
other party at least ten (10) days' prior written notice, either party may, by
Notice given as above provided, designate a different address or addresses for
Notices.
Section 27.02. Any Notice shall be deemed given as of the date of
delivery as indicated by affidavit in case of personal delivery or by the
return receipt in the case of mailing; and in the event of failure to deliver
by reason of changed address of which no Notice was given or refusal to accept
delivery, as of the date of such failure as indicated by affidavit or on the
return receipt or by notice of the postal service, as the case may be.
ARTICLE 28
PARKING
Tenant shall have the right to the use of two (2) reserved parking
spaces in the Building's parking lot, which spaces are indicated on the Garage
Layout attached hereto as Exhibit F, or such other spaces that Landlord shall
designate. Such spaces shall be marked "Century National Bank." The monthly
charge for each parking space shall initially be Eighty-Five Dollars ($85.00),
and such fee shall be paid by Tenant to Landlord on or before the first day of
each month in the same manner as Annual Rental. During the Term, the monthly
parking fee may be increased as the prevailing market rate increases.
<PAGE>
ARTICLE 29
RENEWAL OPTION
Section 29.01. Provided that this Lease shall not have been previously
terminated, Tenant shall have and is hereby granted one (1) option to renew or
extend the Term for one (1) additional period of five (5) years (the "Renewal
Period"). Subject to the provisions of Section 29.03, the renewal option shall
be exercisable by Tenant by giving written notice of the exercise of such
renewal option to Landlord at least nine (9) months prior to the expiration of
the initial Term. In the event that Tenant exercises the option to renew this
Lease in accordance with the provisions hereof, then the Term shall be extended
accordingly. Except as otherwise expressly provided herein, the Renewal Period
shall be upon the same terms, covenants and conditions as set forth herein with
respect to the immediately preceding portion of the Term. All references in
this Lease to the Term shall be construed to mean the initial Term and the
Renewal Period, unless the context clearly indicates that another meaning is
intended. For purposes of this Lease, no distinction is made between the terms
"extend" and renew," or any variations thereof
Section 29.02.
(a) The Annual Rental for the Premises payable pursuant to
Section 5.01 for the first Lease Year of the Renewal Period shall be the
then-current Fair Market Value Rate (as defined below) of the Premises as of
the commencement of the Renewal Period multiplied by the Rentable Area of the
Premises. For purposes of the preceding sentence, and for purposes of all other
determinations of the Fair Market Value Rate pursuant to this Lease, the
applicable percentage of the "Fair Market Value Rate" shall be increased each
Lease Year by whatever periodic adjustment or factor ("Market Escalation
Factor"), CPI or otherwise, that would be agreed upon between a landlord and a
tenant entering into a new lease in a comparable building, assuming the same
assumptions set forth in Section 29.04. The Market Escalation Factor shall be
determined in the same manner and at the same time as the Fair Market Value
Rate as provided in Sections 29.02(b) and 29.04.
(b) Within thirty (30) days after Landlord has received notice from Tenant that
Tenant has exercised its option to extend the Term, Landlord shall send to
Tenant a written notice specifying the Fair Market Value Rate as determined by
Landlord in accordance with Section 29.04. Within thirty (30) days after
receipt of such notice from Landlord, Tenant shall send Landlord a written
notice of Tenant's acceptance or challenge of Landlord's determination of such
rate; provided, however, that in the event that Tenant falls to respond within
such thirty (3 )0) day period, Tenant shall be deemed to have accepted
Landlord's determination of the Fair Market Value Rate. In the event that
Tenant challenges Landlord's determination of the Fair Market Value Rate and
Landlord and Tenant are not able to agree on such rate within fifteen (15) days
(the "Negotiation Period") after Tenant notifies Landlord of Tenant's initial
rejection of Landlord's determination of such rate, then Landlord and Tenant
shall each, within fifteen (15) days after the expiration of the Negotiation
Period, select an appraiser, each of whom shall be a MAI-certified real estate
appraiser with ten years experience in the District of Columbia greater
metropolitan area office market, who shall determine the Fair Market Value Rate
in accordance with Section 29.04. The appraisers shall be instructed to
complete the appraisal
<PAGE>
procedure and to submit their written determinations to Landlord and Tenant
within thirty (30) days after their meeting. In the event that the
determination of the Fair Market Value Rate submitted by Landlord's appraiser
is less than or equal to one hundred ten percent (110%) of the determination of
the Fair Market Value Rate submitted by Tenant's appraiser, the Fair Market
Value Rate shall be the average of such determinations. If the determination of
the Fair Market Value Rate submitted by Landlord's appraiser is greater than
one hundred ten percent (110%) of the determination of the Fair Market Value
Rate submitted by Tenant's appraiser, the appraisers shall, within ten (10)
days, appoint a third appraiser with similar qualifications to make such
determination of Fair Market Value Rate in accordance with the foregoing
limitations. In the event that the two appraisers cannot agree as to the
selection of the third appraiser within fifteen (15) days after Landlord and
Tenant are notified of the determination of the appraisers, either party may
request that the President of the Washington, D.C. Association of Realtors
appoint the third appraiser. The third appraiser shall be instructed to
complete the appraisal procedure and to submit a written determination of the
Fair Market Value Rate to Landlord and Tenant within thirty (30) days after
such appraiser's appointment. The determination which is neither the highest
nor the lowest of the three determinations of such rate shall be binding upon
Landlord and Tenant as the Fair Market Value Rate. Landlord and Tenant shall
each bear the costs of their respective appraisers. The expenses of the third
appraiser shall be borne one-half (1/2) by Landlord and one-half (1/2) by
Tenant.
Section 29.03. The renewal option referred to in Section 29.01 above
may not be exercised by Tenant if, at the time specified in Section 29.01 for
exercising such option, (i) this Lease shall not be in full force and effect,
(ii) an event of default (as defined in Section 23.01) shall have occurred and
shall be continuing after the expiration of the applicable cure period, or
(iii) Landlord, in its sole and absolute judgment, determines that it needs the
Premises for its own use. With respect to provision (iii) above, Landlord shall
notify Tenant in writing (the "Recapture Notice")of Landlord's determination
within thirty (30) days after Landlord has received notice from Tenant that
Tenant intends to exercise its option to extend the Term. If Landlord sends to
Tenant the Recapture Notice, Tenant shall have the right to cause the Term to
be extended until the later of (i) the date which is ten (10) months after
Tenant receives the Recapture Notice, or (ii) the originally scheduled Lease
Expiration Date. If Tenant shall fail to exercise the renewal option during the
time or in the manner provided in Section 29.01 for the exercise thereof, or if
at the time specified for the exercise of such renewal option Tenant shall not
be entitled to exercise such option because of the provisions of this Section,
then, and in either such event, the renewal option shall be absolutely void and
of no force and effect.
Section 29.04. For purposes of this Lease, the term "Fair Market Value
Rate" means the fair market rental rate per square foot of Rentable Area of the
Premises, that would be agreed upon between a landlord and a tenant entering
into a new lease in a comparable building of comparable age, assuming the
following: (A) the landlord and tenant are typically motivated; (B) the
landlord and tenant are well informed and well advised and each is acting in
what it considers its own best interest; (C) the rental is unaffected by
concessions, special financing amounts and/or terms, or unusual services, fees,
costs or credits in connection with the leasing transaction; (D) the Premises
are fit for immediate occupancy and use "as is" and no work is required to be
done by landlord and no work has been carried out thereon by any prior tenant,
its subtenant, or their predecessors in interest during the term which has
diminished the rental value of the Premises; (E) in the event the Premises have
been destroyed or damaged by fire or other casualty, they have been fully
restored; (F) the Premises are to be let with vacant possession and
<PAGE>
subject to the provisions of this Lease for a five-year term (taking
into account the provisions of this Lease, including without limitation
Articles 6 and 8 hereof); and (G) market rents then being charged for
comparable space in other similar office buildings in comparable locations in
Bethesda, Maryland. In no event, however, shall the Fair Market Value Rate be
less than the Annual Rental per square foot of Rentable Area of the Premises
for the immediately preceding Lease Year.
ARTICLE 30
MISCELLANEOUS
Section 30.01. The exhibits referred to in the Basic Lease Information
are by this reference incorporated fully herein. The term "this Lease" shall be
considered to include all such exhibits.
Section 30.02. Landlord recognizes the Broker (as set forth in the
Basic Lease Information) as the sole broker procuring this Lease and shall pay
the Broker a commission therefor pursuant to a separate agreement between said
broker and Landlord. Except for the Broker, Landlord and Tenant each represent
and warrant that it has not entered into any agreement with, nor otherwise had
any dealings with, any other broker or agent in connection with the negotiation
or execution of this Lease which could form the basis of any claim by any such
broker or agent for a brokerage fee or commission, finder's fee, or any other
compensation of any kind or nature in connection herewith, and Landlord and
Tenant each agree to indemnify and hold the other harmless from any costs
(including, but not limited to, court costs, investigation costs, and
attorneys' fees), expenses, or liability for commissions or other compensation
claimed by any broker or agent with respect to this Lease which arise out of
any agreement or dealings, or alleged agreement or dealings, between such party
and any such agent or broker.
Section 30.03. As used herein, "business days" means Monday through
Friday (except holidays); "normal business hours" means 8:00 a.m. to 6:00 p.m.
on business days; and "holidays" means those holidays designated as national
holidays by the government of the United States.
Section 30.04. Every agreement contained in this Lease is, and shall
be construed as, a separate and independent agreement. If any term of this
Lease or the application thereof to any person or circumstances shall be
invalid and unenforceable, the remainder of this Lease, or the application of
such term to persons or circumstances other than those as to which it is
invalid or unenforceable, shall not be affected.
Section 30.05. There shall be no merger of this Lease or of the
leasehold estate hereby created with the fee estate in the Premises or any part
thereof by reason of the fact that the same person may acquire or hold,
directly or indirectly, this Lease or the leasehold estate hereby created or
any interest in this Lease or in such leasehold estate as well as the fee
estate in the Premises or any interest in such fee estate. In the event of a
voluntary or other surrender of this Lease, or a mutual cancellation hereof,
Landlord may, at its option, terminate all subleases, or treat such surrender
or cancellation as an assignment of such subleases.
<PAGE>
Section 30.06. Any and all covenants, undertakings and
agreements herein made on the part of Landlord are-made and intended not as
personal covenants, undertakings and agreements or for the purpose of binding
Landlord personally or the assets of Landlord except Landlord's interest in the
Land, Building, and Premises, but are made and intended for the purpose of
binding only the Landlord's interest from time to time in the Land, Building
and Premises. No personal liability or personal responsibility is assumed by,
nor shall at any time be asserted or enforceable against, Landlord or its agent
or agents, beneficiaries, partners, or their respective heirs, legal
representatives, successors, and assigns on account of this Lease or on account
of any covenant, undertaking, or agreement of Landlord in this Lease contained,
all such liability being specifically waived by Tenant.
Section 30.07. The article headings contained in this Lease are for
convenience only and shall not enlarge or limit the scope or meaning of the
various and several articles hereof. Words of any gender used in this Lease
shall include any other gender, and words in the singular number shall be held
to include the plural, unless the context otherwise requires.
Section 30.08. If there be more than one Tenant, the obligations
hereunder imposed upon Tenant shall be joint and several, and all agreements
and covenants herein contained shall be binding upon the respective heirs,
personal representatives, successors, and, to the extent permitted under this
Lease, assigns of the parties hereto.
Section 30.09. Neither Landlord nor Landlord's agents or brokers have
made any representations or promises with respect to the Premises or the
Building except as herein expressly set forth and all reliance with respect to
any representations or promises is based solely on those contained herein. No
rights, easements, or licenses are acquired by Tenant under this Lease by
implication or otherwise except as expressly set-forth in this Lease.
Section 30.10. This Lease sets forth the entire agreement between the
parties and cancels all prior negotiations, arrangements, brochures,
agreements, and understandings, if any, between Landlord and Tenant regarding
the subject matter of this Lease. No amendment or modification of this Lease
shall be binding or valid unless expressed in a writing executed by both
parties hereto.
Section 30.11. Each of the persons executing this Lease on behalf of
Tenant represents and warrants that Tenant has complied with all applicable
laws, rules, and governmental regulations relative to its right to do business
in the State of Maryland, that such entity has the full right and authority to
enter into this Lease, and that all persons signing on behalf of the Tenant
were authorized to do so by any and all necessary or appropriate corporate or
partnership actions.
Section 30.12. Each of the persons executing this Lease on behalf of
Landlord represents and warrants that Landlord has complied with all applicable
laws, rules and governmental regulations relative to its right to do business
in the State of Maryland, that such entity has the full right and authority to
enter into this Lease, and that all persons signing on behalf of Landlord and
the general partner of Landlord were authorized to do so by any and all
necessary or appropriate corporate or partnership actions.
<PAGE>
Section 30.13. This Lease shall be governed by and construed under the
laws of the State of Maryland. Any action brought to enforce or interpret this
Lease shall be brought in the court of appropriate jurisdiction in the State of
Maryland.
Section 30.14. Tenant shall not, without the prior written consent of
Landlord, use the name of the Building for any purpose other than as the
address of the business to be conducted by Tenant in the Premises, nor shall
Tenant use the name of the Building as Tenant's business address after Tenant
vacates the Premises, nor shall Tenant do or permit the doing of anything in
connection with Tenant's business or advertising which in the reasonable
judgment of Landlord may reflect unfavorably on Landlord or the Building or
confuse or mislead the public as to any apparent connection or relationship
between Landlord, the Building, and the Tenant.
Section 30.15. Any elimination or shutting off of light, air, or view
by any structure which may be erected on lands adjacent to the Building shall
in no way effect this Lease or impose any liability on Landlord.
Section 30.16. Upon reasonable notice to Tenant, except in the case of
an emergency, Landlord, its agents or employees shall have the right to enter
the Premises at all reasonable times (a) to make inspections or to make repairs
to the Premises or repairs to other premises as Landlord may deem necessary and
(b) for any purpose whatsoever relating to the safety, protection or
preservation of the Building.
EXECUTED under seal as of the date first written above.
LANDLORD
WITNESS/ATTEST THE LIFE UNDERWRITER TRAINING COUNCIL
By:_________________
Name: Martin L. Kerns
Title: Director Of Administration
TENANT
CENTURY NATIONAL BANK
By: ___________________
Joseph S. Bracewell, Chairman
EXHIBIT 10-15
1.
CENTURY DIRECTORS' TRUST
This CENTURY DIRECTORS' TRUST (the "Trust") is created this
24th day of June, 1998, by Century Bancshares, Inc. (the "Company") and its
wholly-owned subsidiary, Century National Bank (the "Bank") (collectively, the
"Grantors").
WHEREAS, the Grantors have entered into director's
compensation agreements with a number of their directors providing that, in lieu
of current directors' fees, the directors shall receive certain deferred
compensation; and
WHEREAS, the Grantors desire to establish the Trust for the
purposes of facilitating the efficient payment, administration, and record
keeping required with respect to such deferred compensation benefit obligations
and relieving the Grantors of such duties; and
WHEREAS, the Grantors intend to transfer assets to fully fund
the Trust from which such deferred compensation benefit obligations shall be
fully satisfied; and
WHEREAS, the Grantors acknowledge their obligation to pay such
deferred compensation from their general assets and that the establishment of
the Trust shall not reduce or otherwise affect their continuing contractual and
legal liabilities for such benefit payments; and
WHEREAS, the Trust is intended to be a grantor trust for
purposes of Sections 671 through 679 of the Internal Revenue Code of 1986, as
amended;
NOW, THEREFORE, the Grantors provide as follows:
<PAGE>
ARTICLE I -- -- DEFINITIONS
I. "Bank" shall mean the Century National Bank, a nationally banking
association that is wholly-owned by the Company, and any successors.
II. "Company" shall mean Century Bancshares, Inc., a Delaware corporation,
and any successors.
III."Director" shall mean a member of the board of directors of either the
Company or the Bank.
IV."Director's Compensation Agreements" shall mean the individual,
contractual agreements entered into between the Company or the Bank and a
Director, which are designated on Appendix A, or any additional such contractual
agreements which are added to Appendix A by the process of amendment as set out
in Article XVI - Amendments.
V."Deferred Compensation" shall mean the payment obligation to a Director
under the terms of the Director's Compensation Agreements.
VI."Participant" shall mean any Director, including the beneficiary of a
deceased Director, or other person entitled to receive payments as a result of
the death of a director who has entered into a Director's Compensation Agreement
with the Bank or the Company for the payment of Deferred Compensation and who is
designated under Appendix A.
VII."Insolvent" shall mean (a) the inability of the Company or Bank to pay
its obligations as they become due in the normal course of business; or (b) the
inability of the Company or Bank to pay its obligations or meet its depositors'
demands in the normal course of business; or (c) the Company's or the Bank's
assets are exceeded by their obligations to creditors, including the claims of
depositors; or (d) the appointment of a receiver or conservator for the Company
or the Bank; or (e) the Company or the Bank is subject to a proceeding as a
debtor under the United States Bankruptcy Code.
VIII."General Creditor" shall mean an unsecured creditor of either the
Company or the Bank, irrespective of whether such creditor may by law have a
priority claim to distribution of, but not a security interest in, assets of an
insolvent debtor's estate, and shall include, but shall not be limited to, any
holder of a deposit account at the Bank, and the Federal Deposit Insurance
Corporation (or any successor thereto) insofar as it is subrogated to the claims
of depositors.
Section 1.9. "Trust" shall mean this Century Directors' Trust.
Section 1.10. "Trust Agreement" shall mean this written agreement
establishing the Trust, including Appendices A and B.
Section 1.11. "Trust Corpus" shall mean all assets of the Trust.
Section 1.12. "Individual Trustees" shall mean the individual persons who
are appointed as Trustees upon the creation of the Trust, and their successors
who are appointed as provided herein, who accept the duties and obligations
imposed under this Trust Agreement, as evidenced by the execution of a written
consent to serve as Trustee that is attached hereto under Appendix B. Section
Section1.13. "Institutional Trustee" shall mean a financial institution
that is appointed as Institutional Trustee under the terms of this Trust
Agreement, and its successors that are appointed as provided herein, that accept
the duties and obligations imposed under this Trust Agreement, as evidenced by
the execution of a written consent to serve as Trustee that is attached hereto
under Appendix B.
Section 1.14. "Trustees" shall mean, collectively, the trustees of the
Trust, including both the Individual Trustees and the Institutional Trustee, and
their successors that are appointed as provided herein, that have accepted the
duties and obligations imposed under this Trust Agreement, as evidenced by the
execution of a written consent to serve as Trustee that is attached hereto under
Appendix B.
Section 1.15. "Mandatory Contribution" shall mean any amount of available
funds of U.S. dollars periodically determined by the Trustees, in their sole
discretion, to be required as an additional contribution to provide for full
funding of this Trust. The amount, if any, of a Mandatory Contribution shall be
determined under reasonable valuation methods.
<PAGE>
Section 1.16. "Change of Control" shall mean the occurrence of one or more
of the following: (a) a change in the Company's or the Bank's status requiring
prior notice to the Board of Governors of the Federal Reserve System and/or the
Office of the Comptroller of the Currency pursuant to the Change in Bank Control
Act, as amended, and regulations promulgated thereunder, or (b) the acquisition
by any person or group of persons (as such terms are defined and used in
Sections 3(a)(9) and 14(d)(2) of the Securities Exchange Act of 1934, as
amended) of beneficial ownership (as defined in Rule 13d-3 issued under that
Act), directly or indirectly, of securities representing more than fifty percent
(50%) of the combined voting power of the then outstanding voting securities of
the Company or the Bank entitled to vote generally in the election of directors
("Voting Securities"), or (c) individuals who constitute a majority of the board
of directors of the Company on the date of this Trust Agreement ("Incumbent
Board") cease for any reason to constitute at least a majority of that Board,
provided that any person becoming a director subsequent to the date of this
Trust Agreement whose election or whose nomination for election by Company
stockholders was approved by a majority vote of the directors comprising the
Incumbent Board shall be, for purposes of this Agreement, considered as though
he or she were a member of the Incumbent Board; or (d) a reorganization, merger,
or consolidation with respect to which those persons (as defined above) who were
beneficial owners of the Voting Securities of the Bank or of the Company
immediately prior to such reorganization, merger, or consolidation do not,
following such reorganization, merger, or consolidation, beneficially own,
directly or indirectly, shares representing more than 50% of the combined voting
power of the Voting Securities of the corporation resulting from such
reorganization, merger, or consolidation; or (e) a sale of all or of
substantially all of the assets of the Bank or of the Company.
ARTICLE II -- -- ESTABLISHMENT OF THE TRUST
Pursuant to this Trust Agreement, the Grantors establish the Trust to hold
such sums of money and other property as from time to time shall be paid or
delivered to the Trust. All such money and other property, including all
investments and reinvestment, and all earnings and profits, less all authorized
payments and charges shall constitute the Trust Corpus, which shall be held by
the Trustees IN TRUST in accordance with the provisions of this Trust Agreement.
ARTICLE III -- -- ACCEPTANCE BY THE TRUSTEES
Acceptance of the Trust by the Trustees and agreement to discharge and
perform fully and faithfully all of the duties and obligations imposed under
this Trust Agreement shall be evidenced in writing by the execution of a consent
to serve as Trustee that is attached hereto under Appendix B to this Trust
Agreement.
ARTICLE IV -- -- LIMITATION ON USE OF TRUST CORPUS
The Trust shall be irrevocable and, subject to Article XV, no part of the
Trust Corpus shall be recoverable by the Grantors or used for any purpose by the
Trustees other than for the payment to the Participants of Deferred
Compensation. Notwithstanding the preceding sentence, the Trust shall at all
times be subject to the claims of the General Creditors of the Grantors as set
forth in Article IX.
ARTICLE V -- -- INVESTMENT OF TRUST CORPUS
Section 5.1. The Trustees shall invest and reinvest the principal and
income of the Trust without distinction between principal and income in any
manner that is not inconsistent with the permissible investments of national
banks generally and taking into account the investment policies of the Grantors
and the Grantors' obligations under the Director's Compensation Agreements.
<PAGE>
Section 5.2. The Trustees shall not invest any portion of the Trust nor
accept any contribution from the Grantors in any obligation or other security
issued by the Company or the Bank.
Section 5.3. The Trustees may hold uninvested or render liquid any part of
the Trust Corpus necessary to accomplish the orderly administration of the Trust
and to carry out the Trustees' obligations under this Trust Agreement.
ARTICLE VI -- -- ADDITIONAL POWERS WITH RESPECT TO TRUST ASSETS
Section 6.1. Subject to the provisions of Article V, the Trustees shall
have the following additional powers and authority with respect to property
constituting assets of the Trust:
(a) To purchase or acquire any and all stock, bonds, notes or
other securities, or any variety of real or personal property,
including insurance or annuity contracts, stocks or interest in
investment trusts or common trust funds, as may be advisable;
(b) To sell, exchange or transfer any such property at public or
private sale for cash or on credit;
(c) To participate in any plan of reorganization, consolidation,
merger, combination, liquidation or other similar plan relating to any such
property, and to consent to or oppose any such plan or any action
thereunder, or any contract, lease, mortgage, purchase, sale or other
action by any corporation or other entity
(d) To deposit any such property with any protective, reorganization
or similar committee; to delegate discretionary power to any such
committee; and to pay part of the expenses and compensation of any such
committee and any assessments levied with respect to any property so
deposited;
(e) To exercise any conversion privilege or subscription right
available in connection with any such property; to oppose or to consent to
the reorganization, consolidation, merger or readjustment of the finances
of any corporation, company or association, the sale, mortgage, pledge or
lease of the property of any corporation, company or association any of the
securities of which may at any time be held in the Trust and to do any act
with reference thereto, including the exercise of options, the making of
agreements or subscriptions and the payment of expenses, assessments or
subscriptions, which may be deemed necessary or advisable in connection
therewith, and to hold and retain any securities or other property which it
may so acquire;
(f) To commence or defend suits or legal proceedings and to represent
the Trust in all suits or legal proceedings; to settle, compromise or
submit to arbitration, any claims, debts or damages, due or owing to or
from the Trust;
(g) To exercise, personally or by general or limited power of
attorney, any right, including the right to vote, appurtenant to any
securities or other such property;
(h) As reasonably required to perform its duties, to engage legal
counsel, an actuary, an administrator, or any other suitable consultant or
agent, to consult with such counsel, actuary, administrator, consultant or
agent with respect to the construction of this Trust Agreement, the duties
of the Trustees hereunder, the record keeping and the transactions
contemplated by this Trust Agreement, or any act which the Trustees propose
to take or omit, to rely upon the advice or direction of such counsel,
actuary, administrator, consultant or agent, and to pay their reasonable
fees, expenses and compensation;
(i) To register any securities held by it in its own name or in the
name of any custodian of such property or of its nominee, including the
nominee of any system for the central handling of securities, with or
without the addition of words indicating that such securities are held in a
fiduciary capacity, to deposit or arrange for the deposit of any such
securities with such a system and to hold any securities in bearer form;
(j) To make, execute and deliver, as Trustees, any and all deeds,
leases, notes, bonds, guarantees, mortgages, conveyances, contracts,
waivers, releases or other instruments in writing necessary or proper for
the accomplishment of any of the foregoing powers;
(k) To transfer assets of the Trust to successor trustees as provided
in Section 13.5; (l) To exercise, generally, any of the powers which an
individual owner might exercise in connection with property either real,
personal or mixed held by the Trust, and to do all other acts that the
Trustees may deem necessary or proper to carry out any of the powers set
forth in this Trust Agreement or otherwise in the best interests of the
Trust;
<PAGE>
ARTICLE VII -- -- FUNDING OF THE TRUST
Section 7.1. The initial contribution to the Trust on behalf of the
Grantors, receipt of which is hereby acknowledged by the Trustees, is One
Hundred Dollars ($100.00). Consistent with the Grantors' intention to fully
fund the Trust so that, at all times, the Deferred Compensation may be
satisfied from the Trust Corpus, the Grantors intend to and agree to make
additional contributions of cash or property to the Trust at any time or
from time to time, as necessary, and/or as such additional contributions
are required by the Trustees as provided in Section 7.2.
Section 7.2. The Trustees may, in their sole discretion, and at any
time or from time to time, direct and require that the Grantors make a
Mandatory Contribution to the Trust by wire transfer in immediately
available funds of U.S. dollars to provide for full funding of the Trust.
The Grantors acknowledge and expressly agree to their obligation to make
such Mandatory Contributions, if so directed by the Trustees.
ARTICLE VIII -- PAYMENTS OF DEFERRED COMPENSATION BY THE TRUSTEE
Section 8.1. The establishment of the Trust and the payment or
delivery to the Trustees of money or other property acceptable to the Trustees
shall not vest in any Participant a right, title or interest in any assets of
the Trust.
Section 8.2. The contractual and legal obligations of the
Grantors to pay Deferred Compensation are unaffected by the creation and
existence of this Trust and shall remain in full force and effect. The Grantors
shall remain fully liable to make payments of Deferred Compensation under the
terms of the Director's Compensation Agreements as though this Trust were never
established. As and when payments of Deferred Compensation are made to
Participants from the Trust, however, the Grantors' liabilities to pay such
Deferred Compensation shall be reduced or offset to the extent of such Trust
payments.
Section 8.3. The Trustees shall make payments of Deferred
Compensation to Participants from the Trust as such benefits become due under
the Director's Compensation Agreements and shall have the sole authority to
determine the amount and timing of payments to Participants under the Director's
Compensation Agreements, including a determination of Participants' rights
following a Change of Control. To the extent that there is a dispute between the
Trustees and a Participant as to the amount of any Deferred Compensation due a
Participant, the Trustees shall withhold payment of only that portion of the
Deferred Compensation that is subject to dispute until the dispute is resolved.
Section 8.4. The Grantors shall provide any information that
the Trustees reasonably determine is expedient in order to make timely payments
of Deferred Compensation and otherwise carry out their obligations under the
Trust, including a true and correct copy of each Director's Compensation
Agreement. If the Grantors fail to provide any information that the Trustees
deem necessary to determine Deferred Compensation, the Trustees may rely on
information from any other source, unless the Grantors demonstrate that such
information is clearly erroneous and supply the necessary information within ten
(10) days of the Trustees' request.
Section 8.5. If at any time the Trust is finally determined by
the Internal Revenue Service not to be a grantor trust, with the result that the
income of the Trust is not treated as income of the grantor pursuant to Sections
671 through 679 of the Internal Revenue Code of 1986 (as amended), or if a U.S.
tax is finally determined by the Internal Revenue Service to be payable by the
Participants with respect to all or any portion of the value of the Trust (other
than actual payments of Deferred Compensation), then assets equal to the portion
of the Trust that is subject to U.S. tax shall be liquidated and paid in a
single sum as soon as practicable by the Trustees to the Participant regardless
whether the Participant otherwise is eligible to begin receiving Deferred
Compensation. Calculation of amounts payable to Participants shall be solely the
obligation of the Trustees.
<PAGE>
ARTICLE IX --TRUSTEE RESPONSIBILITY IF BANK IS INSOLVENT
Section 9.1. The Company shall inform the Trustees in writing
if the Company becomes Insolvent. The Bank shall inform the Trustees in writing
if the Bank becomes Insolvent. When so informed, the Trustees shall immediately
discontinue any payments to the Participants and shall hold assets of the Trust
for the benefit of the General Creditors.
Section 9.2. If the Trustees receive written notice from any
person other than the Grantors that either the Company or the Bank has become
Insolvent, it shall be the responsibility of the Trustees to determine within 30
days whether such an Insolvency has occurred, in fact, and, pending such
determination, the Trustees shall discontinue payments to the Participants and
hold the Trust assets for the benefit of the General Creditors. The Trustees
shall resume payments of Deferred Compensation to the Participants only after
the Trustees determine that (a) there is no Insolvency or that there is no
longer an Insolvency, or (b) a court of competent jurisdiction has determined
that neither the Company nor the Bank is Insolvent. In making such a
determination, the Trustees may rely on information provided by the Grantors,
their independent auditors, or on relevant information concerning the solvency
of the Company or the Bank that has been furnished to the Trustees by any other
person.
Section 9.3. Unless the Trustees have received written notice
that the Company or the Bank is Insolvent pursuant to Section 9.2, the Trustees
shall have no duty to affirmatively inquire whether the Company or the Bank is
Insolvent. Nothing in this Trust Agreement shall in any way enlarge or diminish
the rights of any Participant, in the event that the Company or the Bank is
Insolvent, to pursue his or her rights as a General Creditor with respect to
Deferred Compensation.
Section 9.4. In the case of any Trustee's actual knowledge
that the Company or the Bank is Insolvent, the Trustees shall deliver any
undistributed principal and income in the Trust to satisfy claims of General
Creditors, as directed by a court of competent jurisdiction.
Section 9.5. If the Trustees discontinue payments of Deferred
Compensation pursuant to Sections 9.1, 9.2, or 9.4 and subsequently resume such
payments, the first payment to a Participant following such discontinuance shall
include the aggregate amount of all Deferred Compensation that would have been
made to such Participant during the period of such discontinuance, less the
aggregate amount of any payments made to such Participant directly by the
Grantors, in lieu of payments from the Trust, during any such period of
discontinuance. The Trustees shall be responsible for determining the amount of
any benefits due a Participant under this Section 9.5.
ARTICLE X -- -- THIRD PARTIES
A third party dealing with the Trustees shall not be required
to make inquiry as to the authority of the Trustees to take any action nor be
under any obligation to see to the proper application by the Trustees of the
proceeds of sale of any property sold by the Trustees or to inquire into the
validity or propriety of any act of the Trustees.
ARTICLE XI -- -- TAXES, COMPENSATION AND EXPENSES
Section 11.1. The Grantors shall report all items of income
and deduction of the Trust, as required by the applicable law, and shall be
responsible for the reporting of any federal, state or local taxes that may be
required to be reported with respect to the payment of benefits pursuant to the
terms of the applicable Director's Compensation Agreement. The Grantors shall
have no right to any distributions from the Trust or to any claim against the
Trust for funds necessary to pay any income taxes that the Grantors are required
to pay pursuant to its obligation under this Section 11.1.
Section 11.2. The Trustees shall be entitled to reasonable
compensation from the Grantors for their services. The Grantors shall pay
directly all expenses associated with the Trust, including such reasonable
compensation to the Trustees for their services. If feasible such reasonable
compensation shall be agreed upon, in writing from time to time by the Grantors
and the Trustees. The Grantors also shall pay any and all reasonable expenses
incurred by the Trustees in
<PAGE>
the performance of their duties under this Trust Agreement, including any
expense of the Trustees associated with litigation or arbitration that is
related to the Trust, including legal counsel fees and expenses of the Trustees.
Expenses of the Trust shall not be payable from the Trust Corpus.
ARTICLE XII -- -- ADMINISTRATION AND RECORDS
Section 12.1. The Trustees shall keep or, pursuant to the
power to engage third parties in Section 6.1, cause to be kept, accurate and
detailed accounts of any investments, receipts, disbursement and other
transactions hereunder and all necessary and appropriate records required to
identify correctly and reflect accurately the financial status and transactions
of the Trust. All accounts, books and records relating to the Trust shall be
open to inspection and audit at all reasonable times by any Participant or any
person designated by the Grantors. All such accounts, books and records shall be
preserved (in original form, or on microfilm, magnetic tape or any similar
process) for such period as the Trustees may determine, but the Trustees may
only destroy such accounts, books and records after first notifying the Grantors
and Participants in writing of its intention to do so.
Section 12.2. Unless the Grantors otherwise direct the
Trustees in writing, within 15 days after the close of each calendar quarter,
the Trustees shall provide the Grantors with a written account setting forth all
investments, receipts, disbursements and other transactions effected by it
during the preceding calendar quarter, or during the period from the close of
the preceding calendar quarter. Upon the expiration of 90 days from the date of
filing such quarterly or other account, the Trustees shall, to the extent
permitted by applicable law, be released and discharged from all liability and
accountability with respect to the propriety of its acts and transactions shown
in such account, except to the extent that the Grantors or Participants file
written objections with the Trustee within the 90-day period.
Section 12.3. A valuation of the assets held in the Trust
shall be made as of the last day of each calendar quarter and reported to the
Grantors and Participants in writing.
Section 12.4. Nothing contained in this Trust Agreement shall
be construed as depriving the Trustees, the Participants, or the Grantors of the
right to have a judicial settlement of the Trustees' accounts. Upon any
proceeding for a judicial settlement of the Trustees' accounts, the only
necessary parties, in addition to the Trustees, shall be the Grantors and the
Participants.
Section 12.5. In addition to any reports required of the
Trustees by law, the Trustees shall prepare and file such reports as the
Trustees and the Grantors shall agree. Nothing in this Section 12.5 shall
relieve the Grantors of the obligation to report all items of income and
deduction, as specified in Section 11.1.
ARTICLE XIII -- APPOINTMENT, REMOVAL, AND ADDITIONAL POWERS OF THE TRUSTEES
Section 13.1. Upon the creation of this Trust Agreement, the
Trustees shall be those persons who are named as Individual Trustees by the
Grantors and who have agreed to serve as Individual Trustees, as evidenced by
their execution in writing of their consent to serve as Trustee, which is
attached hereto under Appendix B. At any time when there is no Institutional
Trustee currently serving, the Individual Trustees shall have all authority,
powers, duties, and obligations of the Trustees under this Trust Agreement,
including the authority to appoint a successor Institutional Trustee, if the
Individual Trustees so elect.
Section 13.2. Where the Individual Trustees are required to
take any action or have the right to exercise any authority under this Trust
Agreement, such action or exercise of authority by the Individual Trustees shall
be taken by agreement of a simple majority of the Individual Trustees. If,
however, there are less than three Individual Trustees at any time, the
remaining Individual Trustee(s) shall act or exercise authority by unanimity or,
in the case of only one remaining Individual Trustee, such action or exercise of
authority shall be taken in the sole discretion of that individual.
Section 13.3. Neither the Grantors nor any Institutional
Trustee shall have authority to remove an Individual Trustee. If an Individual
Trustee resigns, dies, or becomes incapacitated and cannot serve, or if there
are not at least three Individual Trustees, successor Individual Trustees may be
appointed solely in the discretion of the remaining Individual Trustees. At no
time shall the total number of Individual Trustees serving exceed three (3). The
resignation, death, or incapacitation of an Individual Trustee shall not affect
the authority of the remaining Individual Trustees, including the authority of a
single remaining Individual Trustee, to take any required or discretionary
actions authorized under this Trust Agreement.
Section 13.4. The Individual Trustees shall have the right and
the authority, in their sole and absolute discretion (a) to appoint a financial
institution to serve as Institutional Trustee, (b) to remove an Institutional
Trustee currently serving, and (c) to appoint any successor Institutional
Trustee, if the Individual Trustees so elect. The Grantors shall have no
authority to appoint or remove an Institutional Trustee. An Institutional
Trustee shall be a bank that is a member of the Federal Reserve System and that
administers (or is affiliated with, or has control of, any corporation
administering) trust assets having a value of at least one billion dollars
($1,000,000,000). If an Institutional Trustee has been duly appointed and is
currently serving, all authority, duties, and obligations of the Trustees under
this Trust Agreement shall be vested in the Institutional Trustee, other than
the authority to appoint and remove Trustees, as provided in Section 13.3 and
this Section 13.4, which shall remain the exclusive right and obligation of the
Individual Trustees and other than the right of the Individual Trustees to
accept or reject any proposed amendment to this Trust Agreement, as provided in
Article XV. An Institutional Trustee shall have the additional obligation to
make such reports to the Individual Trustees as to the operation of the Trust,
payments to Participants, and the investment and valuation of the Trust's
assets, as the Individual Trustees reasonably may request from time to time.
Notwithstanding the preceding nor any other provision of this Trust Agreement to
the contrary, it is hereby acknowledged and agreed that, in the event an
Institutional Trustee has been appointed and is currently serving, the
Institutional Trustee shall be directed as to all of its Trust duties hereunder
by the Individual Trustees, except for the Institutional Trustee's duty to
invest the assets of the Trust as a result of conferring with the Individual
Trustees.
Section 13.5. In conformity with the requirements of
applicable law, a resigned or removed Institutional Trustee is required to and
shall immediately assign, transfer, deliver and pay over in trust to the
Individual Trustee(s) or, at the Individual Trustees' direction and sole
discretion, to a successor Institutional Trustee, all funds and properties in
its control or possession then constituting the Trust Corpus and shall deliver
all records which shall be required by the remaining Trustees (and successors)
to carry out the provisions of this Trust Agreement.
Section 13.6. A Trustee's resignation shall be made by written
notification to the remaining Trustees serving. The Trustees shall attach to
Appendix B of this Trust Agreement a true and correct copy of such writing
evidencing a Trustee's resignation and provide copies of such writing to the
Grantors and Participants, including true and correct copies of the consent to
serve as Trustee executed by any successor Trustee if one is appointed. The
Trustees also shall notify the Grantors and Participants if any Trustee is
removed because of death, incapacitation, or otherwise.
ARTICLE XIV -- -- ENFORCEMENT OF TRUST AGREEMENT
Section 14.1. The Trustees and the Grantors shall have the
right to enforce any provision of this Trust Agreement, and the Participants
shall have the right as beneficiaries of the Trust to enforce any provision of
this Trust Agreement that affects any legal right, title and interest of the
Participants in the Trust, including the Grantors' obligation to make a
Mandatory Contribution upon request or demand by the Trustees. In any action or
proceedings affecting the Trust, the only necessary parties shall be the
Grantors, the Trustees, and the Participants and, except as otherwise required
by applicable law, no other person shall be entitled to any notice or service of
process. Any judgment entered in such an action or proceeding shall to the
maximum extent permitted by applicable law be binding and conclusive on all
persons having or claiming to have any interest in the Trust.
ARTICLE XV -- -- TERMINATION
The Trust is irrevocable and shall terminate only upon the
payment of all Deferred Compensation to Participants. Upon termination, any
remaining assets of the Trust Corpus shall be paid by the Trustee to the Bank,
as agent for the Grantors.
ARTICLE XVI -- -- AMENDMENTS
No amendment to this Trust Agreement shall be made and no
purported amendment shall be valid unless the amendment is expressly approved in
writing by the Grantors, the Institutional Trustee (if any) and the Individual
Trustees. The preceding sentence does not affect or apply to a change in the
Trustees as provided under the terms of this Trust Agreement.
ARTICLE XVII -- -- NONALIENATION
Except as applicable law may otherwise require, (a) no amount
payable to or in respect of any Participant at any time under the Trust shall be
subject in any manner to alienation by anticipation, sale, transfer, assignment,
bankruptcy, pledge, attachment, charge or encumbrance of any kind, and any
attempt to so alienate, sell, transfer, assign, pledge, attach, charge or
otherwise encumber any such amount, whether presently or thereafter payable,
shall be void; and (b) the Trust shall not be liable for or subject to the debts
or liabilities of any of the Participants.
ARTICLE XVIII -- -- COMMUNICATIONS
Section 18.1. Communications to the Bank shall be addressed to
the chief executive officer of Century National Bank, 1275 Pennsylvania Avenue,
NW, Washington, D.C. 20004. Communications to the Company shall be addressed to
the chief executive officer of Century Bancshares, Inc., 1275 Pennsylvania
Avenue, NW, Washington, D.C. 20004. Upon the Company's or the Bank's written
request, however, such communications shall be sent to such other address as the
Company or the Bank may specify.
Section 18.2. Communications to the Trustees shall be
addressed to the Trustees at the address designated on Appendix B, provided,
however, that upon any Trustee's written request, such communication shall be
sent to such other address as the Trustee may specify.
Section 18.3. Communication to Participants shall be addressed
to each Participant at his or her last known address.
Section 18.4. No communication shall be binding on any party until it
is received.
Section 18.5. Any orders, requests, directions, instructions,
approvals or objections under this Trust Agreement shall be in writing. Any
writing of the Bank or the Company shall be signed on behalf of the Bank or
the Company by either the chief executive officer or the chief financial
officer of the Bank or the Company or any duly authorized officer of the
Grantors. The Trustees may rely on, and will be fully protected with
respect to any action taken or omitted in reliance on any information,
order, request, direction, instruction, approval, objection, or list
delivered to the Trustees by the Grantors.
ARTICLE XIX -- -- INDEMNIFICATION OF THE TRUSTEES
The Grantors agree, to the extent permitted by applicable law, to
indemnify the Trustees and hold them harmless from and against any damages,
losses, costs and expenses incurred by the Trustees (including without
limitation expenses of investigation and the fees and expenses of counsel)
and against any claim or liability that may be asserted against any
Trustee, other than solely on account of such Trustee's own gross
negligence or willful misconduct, by reason of the Trustees' taking or
refraining to take any action in connection with the administration of the
Trust or arising out of or relating to any suit, actions or proceeding to
which any Trustee is a party or otherwise involved by reason of service as
a Trustee hereunder. Any amount payable to a Trustee hereunder shall be
paid promptly by the Grantors upon demand by the Trustee, within ten (10)
days of such demand, but shall in no event be paid from the Trust Corpus.
The Institutional Trustee shall be entitled to rely, and shall be held
harmless by the Company and the Bank in relying, on the propriety of any
direction received from the Individual Trustees.
ARTICLE XX -- -- MISCELLANEOUS PROVISIONS
Section 20.1. This Trust Agreement shall be binding upon and
inure to the benefit of the Grantors, the Trustees and their respective
successors and assigns.
Section 20.2. The Trustees assume no obligation or
responsibility with respect to any action required by this Trust Agreement on
the part of the Grantors.
Section 20.3. Any corporation into which the Institutional
Trustee may be merged or with which it may be consolidated, or any corporation
resulting from any merger, reorganization or consolidation to which the
Institutional Trustee may be a party, or any corporation to which all or
substantially all the trust business of the Institutional Trustee may be
transferred shall be the successor of the Institutional Trustee hereunder
without the execution or filing of any instrument or the performance of any act
by the Individual Trustees.
Section 20.4. Titles to the Articles of this Trust Agreement
are included for convenience only and shall not control the meaning or
interpretation of any provision of this Trust Agreement.
Section 20.5. This Trust Agreement and the Trust established
hereunder shall be governed by and construed, enforced, and administered in
accordance with the laws of the state of Delaware.
Section 20.6. Capitalized terms that are used in this Trust Agreement
shall have the meaning assigned to them in Article I. Feminine or neuter
pronouns shall be substituted for those of the masculine form, and the
plural shall be substituted for the singular, in any place or places herein
where the context may require such substitution or substitutions.
Section 20.7. This Trust Agreement may be executed in any number of
counterparts, each of which shall be deemed to be the original although the
others are not produced. Upon execution of this Trust Agreement, the
Grantors shall provide a true and correct copy of the Trust Agreement to
each Participant and to the law firm of Miller & Chevalier, Chtd., 655 15th
Street, NW, Suite 900, Washington, D.C. 20005, to be retained in such
firm's records, and shall provide to them true and correct copies of any
subsequent amendments to the Trust Agreement, including amendments to
Appendix B.
IN WITNESS WHEREOF, this Trust Agreement has been duly executed by the
parties hereto as of the day and year first above written.
BY:
CENTURY NATIONAL BANCSHARES, INC.
- ---------------------------------------
CENTURY NATIONAL BANK
- ---------------------------------------
<PAGE>
CENTURY DIRECTORS' TRUST
APPENDIX A
The following are the Deferred Compensation Agreements under this Trust
Agreement, true and correct copies of which are attached:
1. Director's Compensation Agreement entered into effective as of the
first day of January, 1991, between Century National Bank, Century
Bancshares, Inc. and George Contis;
2. Director's Compensation Agreement entered into effective as of the
first day of January, 1991, between Century National Bank, Century
Bancshares, Inc. and Joseph S. Bracewell;
3. Director's Compensation Agreement entered into effective as of the
first day of January, 1991, between Century National Bank, Century
Bancshares, Inc. and Bernard J. Cravath;
4. Director's Compensation Agreement entered into effective as of the
first day of January, 1991, between Century National Bank, Century
Bancshares, Inc. and Thomas B. Hoppin;
5. Director's Compensation Agreement entered into effective as of the
first day of January, 1991, between Century National Bank, Century
Bancshares, Inc. and Roger C. Johnson;
6. Director's Compensation Agreement entered into effective as of the
first day of January, 1991, between Century National Bank, Century
Bancshares, Inc. and Joseph H. Koonz, Jr.;
7. Director's Compensation Agreement entered into effective as of the
first day of January, 1991, between Century National Bank, Century
Bancshares, Inc. and Michael E. Kossak;
8. Director's Compensation Agreement entered into effective as of the
first day of January, 1991, between Century National Bank, Century
Bancshares, Inc. and William S. McKee;
9. Director's Compensation Agreement entered into effective as of the
first day of January, 1991, between Century National Bank, Century
Bancshares, Inc. and William C. Oldaker;
10. Director's Compensation Agreement entered into effective as of the
first day of January, 1991, between Century National Bank, Century
Bancshares, Inc. and John R. Cope, including the Amendment to Director's
Compensation Agreement executed June 26, 1995;
11. Director's Compensation Agreement entered into effective as of the
first day of January, 1991, between Century National Bank, Century
Bancshares, Inc. and Karen D. Shaw;
12. Director's Compensation Agreement entered into effective as of
March 1, 1992, between Century National Bank, Century Bancshares, Inc. and
Neal R. Gross, including the Amendment to Director's Compensation Agreement
executed January 1, 1996;
13. Director's Compensation Agreement entered into effective as of the
first day of January, 1994, between Century National Bank and Iraline G.
Barnes;
14. Director's Compensation Agreement entered into effective as of the
first day of January, 1994, between Century National Bank and Ellen B.
Safir;
15. Directors Compensation Agreement entered into effective as of the
first day of January, 1996, between Century National Bank and Joseph S.
Bracewell, including the Amendment to Director's Compensation Agreement
executed July 9, 1997;
16. Director's Compensation Agreement entered into effective as of the
first day of January, 1996, between Century National Bank and John R. Cope;
17. Director's Compensation Agreement entered into effective as of the
first day of January, 1996, between Century National Bank and Bernard J.
Cravath, including the Amendment to Director's Compensation Agreement
executed June 20, 1997;
18. Director's Compensation Agreement entered into effective as of the
first day of January, 1996, between Century National Bank and Michael E.
Kossak, including the Amendment to Director's Compensation Agreement
executed June 20, 1997;
19. Director's Compensation Agreement entered into effective as of the
first day of January, 1996, between Century National Bank and Roger C.
Johnson, including the Amendment to Director's Compensation Agreement
executed June 30, 1997;
20. Director's Compensation Agreement entered into effective as of the
first day of January, 1996, between Century National Bank and Thomas B.
Hoppin; including the Amendment to Director's Compensation Agreement
executed July 9, 1997;
21. Director's Compensation Agreement entered into effective as of the
first day of January, 1996, between Century National Bank and William S.
McKee, including the Amendment to Director's Compensation Agreement
executed June 25, 1997;
22. Director's Compensation Agreement entered into effective as of the
first day of January, 1997, between Century National Bank and George
Contis;
23. Director's Compensation Agreement entered into effective as of the
first day of January, 1997, between Century National Bank and Neal R.
Gross;
24. Director's Compensation Agreement entered into effective as of the
first day of January, 1997, between Century National Bank and William C.
Oldaker;
25. Director's Compensation Agreement entered into effective as of the
sixth day of June, 1997, between Century National Bank and Susan Peterson.
BY:
CENTURY NATIONAL BANCSHARES, INC.
/s/ Joseph S. Bracewell
[Title] President
June 24, 1998
[Date]
CENTURY NATIONAL BANK
/s/ Joseph S. Bracewell
[Title] President
June 24, 1998
[Date]
<PAGE>
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1991, between CENTURY NATIONAL BANK ("Bank"), CENTURY BANCSHARES, INC.
("Company"), and BERNARD J. CRAVATH ("Director").
WITNESSETH
WHEREAS, the Bank and the Company recognize that the competent and
faithful efforts of the Director on behalf of the Bank and the Company have
contributed significantly to the success and growth of the Bank and the Company;
and
WHEREAS, the Bank and the Company value the efforts, abilities and
accomplishments of the Director and recognize that the Director's continued
service is expected to contribute to the Bank's and the Company's continued
growth and success in the future; and
WHEREAS, the Bank and the Company desire to compensate the Director as
set forth below, if elected to serve on the Board of the Directors of the Bank
and/or the Company ("Board"); and
WHEREAS, the Director wishes to defer current director's fees under a
deferred compensation agreement with the Bank and the Company pursuant to which
(a) the Director will be entitled to receive a retirement benefit for a
specified period after the Director retires from the Board or the Director's
term of service on the Board ends, and/or (b) the Director's family would be
entitled to such benefits from and after the Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank and the Company shall pay such retirement benefits to the
Director after retirement or to the Director's family after the Director's
death;
NOW, THEREFORE, it is mutually agreed as follows:
1. Deferral of Fees. Subject to the terms and conditions of the
Agreement, the Bank, the Company and the Director agree to defer payment of fees
of which the Director would otherwise be entitled to be paid ("Deferred Fees"),
for a period of up to five years from the date thereof.
2. Retirement Benefit: The Bank and the Company agree to pay the
Director the total sum of $45,151.20 payable in monthly installments of $250.84
for 180 consecutive months, commencing on the first day of the month following
the Director's 65th birthday ("Retirement Date"). Payments to the Director will
terminate when all such payments have been made or at the time of the Director's
death, whichever occurs first.
3. Death Of Director Before Retirement Date: In the event the Director
should die before the Retirement Date, the Bank and the Company agree to pay the
total sum of $48,855.00 payable in monthly installments of $814.24 for 60
consecutive months, commencing on the first day of the month following the date
of the Director's death, to the Director's then living Beneficiary designated in
writing to the Bank, if any, for the life of said Beneficiary; if none, then to
the Director's then living spouse, if any, for the life of said spouse; if none,
or from and after the death of said spouse, then to the then living descendants
of the Director, if any, in equal shares, per stirpes, for their joint and
survivor lives; and if none, or after their respective joint and survivor lives,
any balance thereof in one lump sum to the estate of the Director.
4. Death Of Director After Retirement Date: If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "2", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "2" (as reduced by the provisions of paragraph "6" if
applicable) has been paid. If the Director fails to designate a Beneficiary in
writing to the Bank, the remaining monthly installments after the time of the
Director's death shall be paid to the legal representative of the estate of the
Director.
5. Early Retirement. If the Director, for any reason other than death
of the Director or change of control of the Company or the Bank, fails to serve
on the Board of Directors of both the Company and the Bank for five consecutive
years, the Director will receive monthly compensation (or the Director's
Beneficiary will received a monthly benefit) which is reduced proportionately
based on the number of full months served in relation to the required service of
60 months. For example, if the Director served only 30 months on the Board, the
Director would be entitled to 30/60 or 50% of the monthly compensation stated in
paragraph "2." Similarly, in the above example, if the Director died after
leaving the Board but before the Retirement Date, the Director's Beneficiary
would be entitled to 30/60 or 50% of the monthly benefit stated in paragraph
"3". In determining consecutive years of service, beginning January 1, 1992, no
year shall be counted in which the Director fails to attend at least two-thirds
of the regularly scheduled meetings of the Board of Directors, except pursuant
to the circumstances set forth in paragraph "6" below. In the event that there
is a change of control of the bank or the company while the Director is serving
on the board, there shall be no reduction in compensation or benefits on account
of the provisions of this paragraph, except for any reduction resulting from the
Director's failure to fulfill the attendance requirement prior to the time the
change of control takes place.
6. Interruption of Service: The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank and/or the Company for reasons
of professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the board
following such interruption.
7. Prohibited Payment: The obligation of the Bank and the Company, and
their successors and assigns, to make payments pursuant to this Agreement shall
be reduced or eliminated to the extent required (i) to comply with regulations
or orders issued pursuant to Section 18(k)(1) of the Federal Deposit Insurance
Act, (ii) by any other law, rule, or regulation which is binding on the Company
or the Bank or (iii) by direction or instruction from a federal regulatory
authority.
8. Suicide: No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
9. Status of Agreement: This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
constitute an agreement by the Bank, the Company, the shareholders of the Bank
and the Company, to nominate or elect the Director as a director in the future
or restrict the right of the shareholders of the Bank or the Company to remove
the Director in accordance with the Bank's and the Company's charter and
by-laws. The Director retains the right to resign from the Board of Directors or
to decline to stand for reelection.
10. Assignment of Rights: Except as provided in this
Agreement, none of the rights to benefits under this Agreement are assignable by
the Director or any Beneficiary or designee of the Director and any attempt to
sell, transfer, assign, pledge, encumber or change the Director's right to
receive compensation shall be void.
11. Status of Director's Rights: The rights granted to the Director or
any designee or Beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Funding Vehicles: If the Bank and the Company shall acquire an
insurance policy or any other asset in connection with the liabilities assumed
by it hereunder, it is expressly understood and agreed that neither the Director
nor any Beneficiary shall have any right with respect to, or claim against, such
policy or other asset. Such policy or asset shall be and remain a general,
unpledged, unrestricted asset of the Bank or the Company and shall not be deemed
to be held under any trust for the benefit of the Director or any Beneficiary or
to be held in any way as collateral security for the fulfilling of the
obligations of the Bank under this Agreement, except as expressly provided by
the terms of such policy or other asset.
13. Governing Law: This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the District of Columbia
(excluding the choice of law rules thereof).
14. Amendment; Modification; Waiver: No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the Director, the Bank and the Company. No delay or failure at
any time on the part of the Bank and the Company in exercising any right, power
or privilege under this Agreement, or in enforcing any provision of this
Agreement, shall impair any such right, power or privilege, or be construed as a
waiver of any default or as any acquiescence therein, or shall affect the right
of the Bank and the Company thereafter to enforce each and every provision of
this Agreement in accordance with its terms.
15. Binding Effect: This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank and
the Company, and the heirs and legal representatives of the Director. Any
successor of the Bank and the Company shall be deemed substituted for the Bank
and the Company under the terms of this Agreement. As used herein, the term
"successor" shall include any person, corporation or other business entity which
at any time, whether by merger, purchase or otherwise, acquires all or
substantially all of the stock, assets or business of the Bank and/or the
Company.
IN WITNESS HEREOF, the parties have signed this Agreement effective as
of the day and year above written.
ATTEST CENTURY BANCSHARES, Inc. ("Company")
/s/ William C. Oldaker BY /s/ Joseph S. Bracewell
Chairman of the Board
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ William C. Oldaker BY /s/ Thomas B. Hoppin
President
/s/ Virginia M. McKenna BY /s/ Bernard J. Cravath
WITNESS BERNARD J. CRAVATH ("Director")
<PAGE>
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1996 between CENTURY NATIONAL BANK (herein referred to as the "Bank")
and Bernard J. Cravath (herein referred to as the "Director").
WITNESSETH
WHEREAS, the Bank recognizes that the competent and faithful efforts of
the Director on behalf of the Bank have contributed significantly to the success
and growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that the Director's services are vital to its
continued growth and profits in the future; and
WHEREAS, the Bank desires to compensate the Director as set forth below
and to retain the Director's services for five years, if elected, to serve on
the Board of Directors of the Bank or the Bank's parent corporation, Century
Bancshares, Inc. (herein referred to as the "Company"); and,
WHEREAS, the Director wishes to defer current director's fees in favor
of entering into a deferred compensation agreement with the Bank pursuant to
which the Director will be entitled to receive compensation for a definite
period after the Director retires from the Board of Directors or the Director's
term of service on the Board ends; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to the Director after
retirement; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve on the Board of Directors of the Bank or the Company, if
elected;
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay the Director the total sum of
$59,950.80 payable in monthly installments of $499.59 per month for 120
consecutive months, commencing on the first day of the month following the
Director's 70th birthday (herein referred to as the "Retirement Date"). Payments
to the Director will terminate when all such payments have been made or at the
time of the Director's death, whichever occurs first.
2. Death Of Director After Retirement Date. If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
Beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
3. Early Retirement. If the Director, for any reason other than a
change of control of the Bank or the Company, fails to serve on the Board of
Directors for five consecutive years, the Director and/or Beneficiary will
receive compensation which is reduced proportionately based on the number of
full months served in relation to the required service of 60 months. For
example, if the Director serves only 36 months, the Director will be entitled to
36/60 or 60% of the compensation stated in paragraph "1". In determining
consecutive years of service, no year shall be counted in which the Director
fails to attend at least two-thirds of the regularly scheduled meetings of the
Board of Directors, except pursuant to the circumstances set forth in paragraph
"6" below.
4. Change of Control. In the event that there is a change of control of
the Bank or the Company, any successor to the control of the Bank or the Company
shall be bound by the terms of this Agreement. Should the successor to the Bank
or the Company wish to remove any Director then serving on the Board, or should
such Director wish to resign as a Director with the successor to the Bank or the
Company, then such Director and/or Beneficiary will be entitled to receive the
compensation stated in paragraph "1", notwithstanding any reduction which might
otherwise be required pursuant to paragraph "3."
5. Status of Agreement. This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
restrict the right of the shareholders of the Bank or the Company to replace the
Director, or the right of the Director to resign from the Board of Directors or
decline to stand for re-election.
6. Interruption of Service. The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank or the Company for reasons of
professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the Board
following such interruption.
7. Obligation of Director. In consideration of the foregoing agreements
of the Bank and of the payments to be made by the Bank pursuant hereto, the
Director hereby agrees that so long as the Director serves on the Board of
Directors, the Director will not actively engage, either directly or indirectly,
in any business or other activity which is or may be deemed to be in any way
competitive with or adverse to the best interests of the business of the Bank or
the Company.
8. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any Beneficiary or designee of the
Director and any attempt to sell, transfer, assign, pledge, encumber or change
the Director's right to receive compensation shall be void.
9. Status of Director's Rights. The rights granted to the Director or
any designee or beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
10.Amendments. This Agreement may be amended only by a written
agreement signed by both parties.
11. Funding Vehicles. If the Bank shall acquire an insurance policy or
any other asset in connection with the liabilities assumed by it hereunder, it
is expressly understood and agreed that neither the Director nor any Beneficiary
shall have any right with respect to, or claim against, such policy or other
asset. Such policy or asset shall be and remain a general, unpledged,
unrestricted asset of the Bank and shall not be deemed to be held under any
trust for the benefit of the Director or any Beneficiary or to be held in any
way as collateral security for the fulfilling of the obligations of the Bank
under this Agreement, except as expressly provided by the terms of such policy
or other asset.
12. Governing Law. This Agreement shall be construed under and governed
by the laws of the District of Columbia.
13. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank, and
the heirs and legal representatives of the Director. Any successor of the Bank
shall be deemed substituted for the Bank under the terms of this Agreement. As
used herein, the term "successor" shall include any person, corporation or other
business entity which at any time, whether by merger, purchase or otherwise,
acquires all or substantially all of the stock, assets or business of the Bank.
IN WITNESS HEREOF, the parties have signed this Agreement effective as of the
day and year above written.
ATTEST CENTURY NATIONAL BANK
/s/ F. Kathryn Roberts BY /s/ Joseph S. Bracewell
President
/s/ Virginia M. McKenna BY /s/ Bernard J. Cravath
WITNESS Bernard J. Cravath, the Director
<PAGE>
AMENDMENT TO DIRECTOR'S COMPENSATION AGREEMENT
("AGREEMENT") DATED January 1, 1996, BETWEEN
CENTURY NATIONAL BANK, AND Bernard J. Cravath
Paragraphs 2 through 4 of the above referenced Agreement are hereby amended to
read in their entirety as follows:
2. a. Death Of Director Before Retirement Date. In the event the Director should
die before the Retirement Date, the Bank agrees to pay the total sum of $52,136
payable in monthly installments of $868.93 per month for 60 consecutive months,
commencing on the first day of the month following the date of the Director's
death, to the Director's then living Beneficiary designated in writing to the
Bank, if any, for the life of said Beneficiary; if none, then to the Director's
then living spouse, if any, for the life of said spouse; if none, or from and
after the death of said spouse, then to the then living children of the
Director, if any, in equal shares, for their joint and survivor lives; and if
none, or after their respective joint and survivor lives, any balance thereof in
one lump sum to the estate of the Director.
b. Death of Director After Retirement Date. If the Director dies after
the Retirement Date, but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installment will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
c. Suicide. No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
3. Early Retirement. If the Director, for any reason other than death of the
Director or Change of Control of the Bank or the Company, fails to serve on the
Board of Directors for five consecutive years, the Director and/or Beneficiary
will receive compensation which is reduced proportionately based on the number
of full months served in relation to the required service of 60 months. For
example, if the Director serves only 36 months, the Director will be entitled to
36/60 or 60% of the compensation stated in paragraph "1" and/or "2" above. In
determining consecutive years of service, no year shall be counted in which the
Director fails to attend at least two-thirds of the regularly scheduled meetings
of the Board of Directors, except pursuant to the circumstances set forth in
paragraph "6" below.
4. Change of Control. In the event that there is a Change of Control of the Bank
or the Company, as hereinafter defined, any successor to the control of the Bank
or the Company shall be bound by the terms of this Agreement. Should the
successor to the Bank or the Company wish to remove any Director then serving on
the Board, or should such Director wish to resign as a Director with the
successor to the Bank or the Company, then such Director and/or Beneficiary will
be entitled to receive the compensation stated in paragraph "1" and/or "2",
irrespective of any reduction which might otherwise be required pursuant to
paragraph "3" above. For purposes of this Agreement, a "Change of Control" shall
mean the occurrence of one or more of the following: (a) a change in the
Company's or the Bank's status requiring prior notice to the Board of Governors
of the Federal Reserve System and/or the Office of the Comptroller of the
Currency pursuant to the Change in Bank Control Act, as amended, and regulations
promulgated thereunder, or (b) the acquisition by any person or group of persons
(as such terms are defined and used in Sections 3(a)(9) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended) of beneficial ownership (as defined
in Rule 13d-3 issued under that Act), directly or indirectly, of securities
representing more than fifty percent (50%) of the combined voting power of the
then outstanding voting securities of the Company or the Bank entitled to vote
generally in the election of directors ("Voting Securities"), or (c) individuals
who constitute a majority of the board of directors of the Company on the date
of this Agreement ("Incumbent Board") cease for any reason to constitute at
least a majority of that Board, provided that any person becoming a director
subsequent to the date of this Agreement whose election or whose nomination for
election by Company stockholders was approved by a majority vote of the
directors comprising the Incumbent Board shall be, for purposes of this
Agreement considered as though he or she will a member of the Incumbent Board;
or (d) a reorganization, merger, or consolidation with respect to which those
persons (as defined above) who were beneficial owners of the Voting Securities
of the Bank or of the Company immediately prior to such reorganization, merger,
or consolidation do not, following such reorganization, merger, or
consolidation, beneficially own, directly or indirectly, shares representing
more than 50% of the combined voting power of the Voting Securities of the
corporation resulting from such reorganization, merger, or consolidation; or (e)
a sale of all or of substantially all of the assets of the Bank or of the
Company.
All other terms and conditions of the aforesaid Agreement shall remain in full
force and effect.
IN WITNESS HEREOF, the parties have executed this amendment on the 20th day of
June, 1997.
<PAGE>
ATTEST CENTURY NATIONAL BANK
/s/ F. Kathryn Roberts BY /s/ Joseph S. Bracewell
President
/s/ Virginia M. McKenna BY /s/ Bernard J. Cravath
WITNESS Bernard J. Cravath, the Director
<PAGE>
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1994, between CENTURY NATIONAL BANK (herein referred to as the "Bank")
and Ellen B. Safir (herein referred to as the "Director").
WITNESSETH
WHEREAS, the Bank recognizes that the competent and faithful efforts of
the Director on behalf of the Bank have contributed significantly to the success
and growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that the Director's services are vital to its
continued growth and profits in the future; and
WHEREAS, the Bank desires to compensate the Director as set forth below
and to retain the Director's services for five years, if elected, to serve on
the Board of Directors of the Bank or the Bank's parent corporation, Century
Bancshares, Inc. (herein referred to as the "Company"); and,
WHEREAS, the Director wishes to defer current director's fees in favor
of entering into a deferred compensation agreement with the Bank pursuant to
which (a) the Director will be entitled to receive compensation for a definite
period after the Director retires from the Board of Directors or the Director's
term of service on the Board ends, and/or (b) the Director's family or other
beneficiaries will be entitled to such compensation from and after the
Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to the Director after
retirement or to the Director's family or other beneficiaries after the
Director's death; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve on the Board of Directors of the Bank or the Company, if
elected;
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay the Director the total sum of
$99,255.60 payable in monthly installments of $551.42 per month for 180
consecutive months, commencing on the first day of the month following the
Director's 65th birthday (herein referred to as the "Retirement Date"). Payments
to the Director will terminate when all such payments have been made or at the
time of the Director's death, whichever occurs first.
2. Death Of Director Before Retirement Date. In the event the Director
should die before the Retirement Date, the Bank agrees to pay the total sum of
$125,656.20 payable in monthly installments of $698.09 for 180 consecutive
months, commencing on the first day of the month following the date of the
Director's death, to the Director's then living Beneficiary designated in
writing to the Bank, if any, for the life of said Beneficiary; if none, then to
the Director's then living spouse, if any, for the life of said spouse; if none,
or from and after the death of said spouse, then to the then living children of
the Director, if any, in equal shares, for their joint and survivor lives; and
if none, or after their respective joint and survivor lives, any balance thereof
in one lump sum to the estate of the Director.
3. Death Of Director After Retirement Date. If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
Beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
4. Early Retirement. If the Director, for any reason other than death
of the Director or change of control of the Bank or the Company, fails to serve
on the Board of Directors for five consecutive years, the Director and/or
Beneficiary will receive compensation which is reduced proportionately based on
the number of full months served in relation to the required service of 60
months. For example, if the Director serves only 36 months, the Director will be
entitled to 36/60 or 60% of the compensation stated in paragraph "1", "2",
and/or "3". In determining consecutive years of service, no year shall be
counted in which the Director fails to attend at least two-thirds of the
regularly scheduled meetings of the Board of Directors, except pursuant to the
circumstances set forth in paragraph "8" below.
5. Change of Control. In the event that there is a change of control of
the Bank or the Company, any successor to the control of the Bank or the Company
shall be bound by the terms of this Agreement. Should the successor to the Bank
or the Company wish to remove any Director then serving on the Board, or should
such Director wish to resign as a Director with the successor to the Bank or the
Company, then such Director and/or Beneficiary will be entitled to receive the
compensation stated in paragraphs "1", "2" and/or "3", irrespective of any
reduction which might otherwise be required pursuant to paragraph "4."
6. Suicide. No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
7. Status of Agreement. This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
restrict the right of the shareholders of the Bank or the Company to replace the
Director, or the right of the Director to resign from the Board of Directors or
decline to stand for re-election.
8. Interruption of Service. The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank or the Company for reasons of
professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the Board
following such interruption.
9. Obligation of Director. In consideration of the foregoing agreements
of the Bank and of the payments to be made by the Bank pursuant hereto, the
Director hereby agrees that so long as the Director serves on the Board of
Directors, the Director will not actively engage, either directly or indirectly,
in any business or other activity which is or may be deemed to be in any way
competitive with or adverse to the best interests of the business of the Bank or
the Company.
10. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any Beneficiary or designee of the
Director and any attempt to sell, transfer, assign, pledge, encumber or change
the Director's right to receive compensation shall be void.
11. Status of Director's Rights. The rights granted to the Director or
any designee or beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Amendments. This Agreement may be amended only by a written
agreement signed by both parties.
13. Funding Vehicles. If the Bank shall acquire an insurance policy or
any other asset in connection with the liabilities assumed by it hereunder, it
is expressly understood and agreed that neither the Director nor any Beneficiary
shall have any right with respect to, or claim against, such policy or other
asset. Such policy or asset shall be and remain a general, unpledged,
unrestricted asset of the Bank and shall not be deemed to be held under any
trust for the benefit of the Director or any Beneficiary or to be held in any
way as collateral security for the fulfilling of the obligations of the Bank
under this Agreement, except as expressly provided by the terms of such policy
or other asset.
14. Governing Law. This Agreement shall be construed under and governed
by the laws of the District of Columbia.
15. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the parties hereto, the successors and assigns of the
Bank, and the heirs and legal representatives of the Director. Any successor of
the Bank shall be deemed substituted for the Bank under the terms of this
Agreement. As used herein, the term "successor" shall include any person,
corporation or other business entity which at any time, whether by merger,
purchase or otherwise, acquires all or substantially all of the stock, assets or
business of the Bank.
IN WITNESS HEREOF, the parties have signed this Agreement effective as of the
day and year above written.
ATTEST CENTURY NATIONAL BANK
/s/ F. Kathryn Roberts BY /s/ Joseph S. Bracewell
Chairman of the Board
/s/ Stan M. Ristsoulis BY /s/ Ellen B. Safir
WITNESS Ellen B. Safir, the Director
<PAGE>
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1991, between CENTURY NATIONAL BANK ("Bank"), CENTURY BANCSHARES, INC.
("Company"), and GEORGE CONTIS ("Director").
WITNESSETH
WHEREAS, the Bank and the Company recognize that the competent and
faithful efforts of the Director on behalf of the Bank and the Company have
contributed significantly to the success and growth of the Bank and the Company;
and
WHEREAS, the Bank and the Company value the efforts, abilities and
accomplishments of the Director and recognize that the Director's continued
service is expected to contribute to the Bank's and the Company's continued
growth and success in the future; and
WHEREAS, the Bank and the Company desire to compensate the Director as
set forth below, if elected to serve on the Board of the Directors of the Bank
and/or the Company ("Board"); and
WHEREAS, the Director wishes to defer current director's fees under a
deferred compensation agreement with the Bank and the Company pursuant to which
(a) the Director will be entitled to receive a retirement benefit for a
specified period after the Director retires from the Board or the Director's
term of service on the Board ends, and/or (b) the Director's family would be
entitled to such benefits from and after the Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank and the Company shall pay such retirement benefits to the
Director after retirement or to the Director's family after the Director's
death;
NOW, THEREFORE, it is mutually agreed as follows:
1. Deferral of Fees. Subject to the terms and conditions of the
Agreement, the Bank, the Company and the Director agree to defer payment of fees
of which the Director would otherwise be entitled to be paid ("Deferred Fees"),
for a period of up to five years from the date thereof.
2. Retirement Benefit: The Bank and the Company agree to pay the
Director the total sum of $50,760.00 payable in monthly installments of $282.00
for 180 consecutive months, commencing on the first day of the month following
the Director's 65TH birthday ("Retirement Date"). Payments to the Director will
terminate when all such payments have been made or at the time of the Director's
death, whichever occurs first.
3. Death Of Director Before Retirement Date: In the event the Director
should die before the Retirement Date, the Bank and the Company agree to pay the
total sum of $57,099.00 payable in monthly installments of $679.75 for 60
consecutive months, commencing on the first day of the month following the date
of the Director's death, to the Director's then living Beneficiary designated in
writing to the Bank, if any, for the life of said Beneficiary; if none, then to
the Director's then living spouse, if any, for the life of said spouse; if none,
or from and after the death of said spouse, then to the then living descendants
of the Director, if any, in equal shares, per stirpes, for their joint and
survivor lives; and if none, or after their respective joint and survivor lives,
any balance thereof in one lump sum to the estate of the Director.
4. Death Of Director After Retirement Date: If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "2" (as reduced by the provisions of paragraph "6" if
applicable), the remaining monthly installments will be paid to the Director's
designated Beneficiary. The Beneficiary shall receive all remaining installments
which the Director would have received until the total sum set forth in
paragraph "2" (as reduced by the provisions of paragraph "6" if applicable) has
been paid. If the Director fails to designate a Beneficiary in writing to the
Bank, the remaining monthly installments after the time of the Director's death
shall be paid to the legal representative of the estate of the Director.
5. Early Retirement. If the Director, for any reason other than death
of the Director or change of control of the Company or the Bank, fails to serve
on the Board of Directors of both the Company and the Bank for five consecutive
years, the Director will receive monthly compensation (or the Director's
Beneficiary will receive a monthly benefit) which is reduced proportionately
based on the number of full months served in relation to the required service of
60 months. For example, if the Director served only 30 months on both Board, the
Director would be entitled to 30/60 or 50% of the monthly compensation stated in
paragraph "2." Similarly, in the above example, if the Director died after
leaving the Board but before the Retirement Date, the Director's Beneficiary
would be entitled to 30/60 or 50% of the monthly benefit stated in paragraph
"3". In determining consecutive years of service, beginning January 1, 1992, no
year shall be counted in which the Director fails to attend at least two-thirds
of the regularly scheduled meetings of the Board of Directors, except pursuant
to the circumstances set forth in paragraph "6" below. In the event that there
is a change of control of the bank or the company while the Director is serving
on the board, there shall be no reduction in compensation or benefits on account
of the provisions of this paragraph, except for any reduction resulting from the
Director's failure to fulfill the attendance requirement prior to the time the
change of control takes place.
6. Interruption of Service: The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank and/or the Company for reasons
of professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the board
following such interruption.
7. Prohibited Payment: The obligation of the Bank and the Company, and
their successors and assigns, to make payments pursuant to this Agreement shall
be reduced or eliminated to the extent required (i) to comply with regulations
or orders issued pursuant to Section 18(k)(1) of the Federal Deposit Insurance
Act, (ii) by any other law, rule, or regulation which is binding on the Company
or the Bank or (iii) by direction or instruction from a federal regulatory
authority.
8. Suicide: No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
9. Status of Agreement: This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
constitute an agreement by the Bank, the Company, the shareholders of the Bank
and the Company, to nominate or elect the Director as a director in the future
or restrict the right of the shareholders of the Bank or the Company to remove
the Director in accordance with the Bank's and the Company's charter and
by-laws. The Director retains the right to resign from the Board of Directors or
to decline to stand for reelection.
10. Assignment of Rights: Except as provided in this Agreement, none of
the rights to benefits under this Agreement are assignable by the Director or
any Beneficiary or designee of the Director and any attempt to sell, transfer,
assign, pledge, encumber or change the Director's right to receive compensation
shall be void.
11. Status of Director's Rights: The rights granted to the Director or
any designee or Beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Funding Vehicles: If the Bank and the Company shall acquire an
insurance policy or any other asset in connection with the liabilities assumed
by it hereunder, it is expressly understood and agreed that neither the Director
nor any Beneficiary shall have any right with respect to, or claim against, such
policy or other asset. Such policy or asset shall be and remain a general,
unpledged, unrestricted asset of the Bank or the Company and shall not be deemed
to be held under any trust for the benefit of the Director or any Beneficiary or
to be held in any way as collateral security for the fulfilling of the
obligations of the Bank under this Agreement, except as expressly provided by
the terms of such policy or other asset.
13. Governing Law: This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the District of Columbia
(excluding the choice of law rules thereof).
14. Amendment; Modification; Waiver: No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the director, part of the Bank and the company in exercising
any right, power or privilege under this Agreement, or in enforcing any
provision of this Agreement, shall impair any such right, power or privilege, or
be construed as a waiver of any default or as any acquiescence therein, or shall
affect the right of the Bank and the Company thereafter to enforce each and
every provision of this Agreement in accordance with its terms.
15. Binding Effect: This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank and
the Company, and the heirs and legal representatives of the Director. Any
successor of the Bank and the Company shall be deemed substituted for the Bank
and the Company under the terms of this Agreement. As used herein, the term
"successor" shall include any person, corporation or other business entity which
at any time, whether by merger, purchase or otherwise, acquires all or
substantially all of the stock, assets or business of the Bank and/or the
Company.
IN WITNESS HEREOF, the parties have signed this Agreement effective as
of the day and year above written.
ATTEST CENTURY BANCSHARES, Inc. ("Company")
/S/ F. Kathryn Roberts BY /S/ JOSEPH S. BRACEWELL
President
ATTEST CENTURY NATIONAL BANK ("Bank")
/S/ F. KATHRYN ROBERTS BY: /S/ THOMAS B. HOPPIN
President
/S/ MICWAEZ W. FUSWIS BY: /S/ GEORGE CONTIS
WITNESS GEORGE CONTIS ("Director")
<PAGE>
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1997, between CENTURY NATIONAL BANK (herein referred to as the "Bank")
and George Contis (herein referred to as the "Director").
WITNESSETH
WHEREAS, the Bank recognizes that the competent and faithful efforts of
the Director on behalf of the Bank have contributed significantly to the success
and growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that the Director's services are vital to its
continued growth and profits in the future; and
WHEREAS, the Bank desires to compensate the Director as set forth below
and to retain the Director's services for five years, if elected, to serve on
the Boards of Directors of the Bank and the Bank's parent corporation, Century
Bancshares, Inc. (herein referred to as the "Company"); and,
WHEREAS, the Director wishes to defer current director's fees in favor
of entering into a deferred compensation agreement with the Bank pursuant to
which the Director will be entitled to receive compensation for a definite
period after the Director retires from the Boards of Directors or the Director's
term of service on the Boards ends; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to the Director after
retirement; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve on the Boards of Directors of the Bank and the Company, if
elected;
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay the Director the total sum of
$65,847.60 payable in monthly installments of $548.73 for 120 consecutive
months, commencing on the first day of the month following the Director's 70th
birthday (herein referred to as the "Retirement Date"). Payments to the Director
will terminate when all such payments have been made or at the time of the
Director's death, whichever occurs first.
2. a) Death Of Director Before Retirement Date. If the Director dies
before reaching the Retirement Date, the specified monthly installments which
otherwise would have been payable to the Director after the Retirement Date,
will instead be paid in monthly installments to the Director's Beneficiary; in
the same amounts and for the same period, commencing on the first date of the
month following what would have been the Retirement Date for the deceased
Director.
b) Death of Director After Retirement Date. If the Director dies after
the Retirement Date, but prior to receiving all of the monthly installments
set forth in paragraph "1", the remaining monthly installment will be paid
to the Director's designated Beneficiary. The Beneficiary shall receive all
remaining installments which the Director would have received until the
total sum set forth in paragraph "1" has been paid. If the Director fails
to designate a beneficiary in writing to the Bank, the remaining monthly
installments after the time of the Director's death shall be paid to the
legal representative of the estate of the Director.
3. Early Retirement. If the Director, for any reason other than a
change of control of the Company or the Bank, fails to serve on the Boards
of Directors of both the Company and the Bank for five consecutive years,
the Director will receive compensation which is reduced proportionately
based on the number of Boards on which the Director served and the number
of full months served in relation to the required service of 60 months. For
purposes of this calculation, any month during which the Director served on
both Boards would count as a full month and any month during which the
Director served on either Board (but not both) would count as three-fourths
of a month. For example, if the Director served only 12 months on both
Boards, then 24 months on one Board, and then ceased to serve on either
Board, the Director would be entitled to compensation based on the
equivalent of 30 full months of service (100% of 12 months plus 75% of 24
months). In such example, the Director would be entitled to 30/60 or 50% of
the compensation stated in paragraph "1" and/or "2" above. In determining
consecutive years of service, no year shall be counted in which the
Director fails to attend at least two-thirds of the regularly scheduled
meetings of the Boards of Directors, except pursuant to the circumstances
set forth in paragraph "6" below. If Director dies before completing five
consecutive years of service, the year of the Director's death shall be
counted as a full year of service in determining consecutive years of
service for the purpose of calculating the proportionate compensation
payable to the Director's beneficiary pursuant to this Agreement.
4. Change of Control. In the event that there is a Change of Control
of the Bank or the Company, as hereinafter defined, any successor to the
control of the Bank or the Company shall be bound by the terms of this
Agreement. Should the successor to the Bank or the Company wish to remove
any Director then serving on the Board, or should such Director wish to
resign as a Director with the successor to the Bank or the Company, then
such Director and/or Beneficiary will be entitled to receive the
compensation stated in paragraph "1" and/or "2", irrespective of any
reduction which might otherwise be required pursuant to paragraph "3"
above. For purposes of this Agreement, a "Change of Control" shall mean the
occurrence of one or more of the following: (a) a change in the Company's
or the Bank's status requiring prior notice to the Board of Governors of
the Federal Reserve System and/or the Office of the Comptroller of the
Currency pursuant to the Change in Bank Control Act, as amended, and
regulations promulgated thereunder, or (b) the acquisition by any person or
group of persons (as such terms are defined and used in Sections 3(a)(9)
and 14(d)(2) of the Securities Exchange Act of 1934, as amended) of
beneficial ownership (as defined in Rule 13d-3 issued under that Act),
directly or indirectly, of securities representing more than fifty percent
(50%) of the combined voting power of the then outstanding voting
securities of the Company or the Bank entitled to vote generally in the
election of directors ("Voting Securities"), or (c) individuals who
constitute a majority of the board of directors of the Company on the date
of this Agreement ("Incumbent Board") cease for any reason to constitute at
least a majority of that Board, provided that any person becoming a
director subsequent to the date of this Agreement whose election or whose
nomination for election by Company stockholders was approved by a majority
vote of the directors comprising the Incumbent Board shall be, for purposes
of this Agreement considered as though he or she will be a member of the
Incumbent Board; or (d) a reorganization, merger, or consolidation with
respect to which those persons (as defined above) who were beneficial
owners of the Voting Securities of the Bank or of the Company immediately
prior to such reorganization, merger, or consolidation do not, following
such reorganization, merger, or consolidation, beneficially own, directly
or indirectly, shares representing more than 50% of the combined voting
power of the Voting Securities of the corporation resulting from
such reorganization, merger, or consolidation; or (e) a sale of all or of
substantially all of the assets of the Bank or of the Company.
5. Status of Agreement. This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this
Agreement restrict the right of the shareholders of the Bank or the Company
to replace the Director, or the right of the Director to resign from the
Board of Directors or decline to stand for re-election.
6. Interruption of Service. The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active
service on account of illness, disability, during any authorized vacation
or during temporary leaves of absence granted by the Bank and/or Company
for reasons of professional advancement, education, health, or government
service, or during military leave for any period if the Director is elected
to serve on the Board following such interruption.
7. Obligation of Director. In consideration of the foregoing
agreements of the Bank and of the payments to be made by the Bank pursuant
hereto, the Director hereby agrees that so long as the Director serves on
the Board of Directors, the Director will not actively engage, either
directly or indirectly, in any business or other activity which is or may
be deemed to be in any way competitive with or adverse to the best
interests of the business of the Bank or the Company.
8. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any Beneficiary or designee of
the Director and any attempt to sell, transfer, assign, pledge, encumber or
change the Director's right to receive compensation shall be void.
9. Status of Director's Rights. The rights granted to the Director or
any designee or beneficiary under this Agreement shall be solely those of
an unsecured creditor of the Bank.
10. Amendments. This Agreement may be amended only by a written
agreement signed by both parties.
11. Funding Vehicles. If the Bank shall acquire an insurance policy or
any other asset in connection with the liabilities assumed by it hereunder,
it is expressly understood and agreed that neither the Director nor any
Beneficiary shall have any right with respect to, or claim against, such
policy or other asset. Such policy or asset shall be and remain a general,
unpledged, unrestricted asset of the Bank and shall not be deemed to be
held under any trust for the benefit of the Director or any Beneficiary or
to be held in any way as collateral security for the fulfilling of the
obligations of the Bank under this Agreement, except as expressly provided
by the terms of such policy or other asset.
12. Governing Law. This Agreement shall be construed under and
governed by the laws of the District of Columbia.
13. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank,
and the heirs and legal representatives of the Director. Any successor of
the Bank shall be deemed substituted for the Bank under the terms of this
Agreement. As used herein, the term "successor" shall include any person,
corporation or other business entity which at any time, whether by merger,
purchase or otherwise, acquires all or substantially all of the stock,
assets or business of the Bank.
IN WITNESS HEREOF, the parties have signed this Agreement effective as of the
day and year above written.
ATTEST CENTURY NATIONAL BANK
/s/ F. Kathryn Roberts BY /s/ Joseph S. Bracewell
Chairman of the Board
BY /s/ Joan C. Westhen BY /s/ George Contis
WITNESS George Contis, the Director
<PAGE>
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1994, between CENTURY NATIONAL BANK (herein referred to as the "Bank")
and Iraline G. Barnes (herein referred to as the "Director").
WITNESSETH
WHEREAS, the Bank recognizes that the competent and faithful efforts of
the Director on behalf of the Bank have contributed significantly to the success
and growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that the Director's services are vital to its
continued growth and profits in the future; and
WHEREAS, the Bank desires to compensate the Director as set forth below
and to retain the Director's services for five years, if elected, to serve on
the Board of Directors of the Bank or the Bank's parent corporation, Century
Bancshares, Inc. (herein referred to as the "Company"); and,
WHEREAS, the Director wishes to defer current director's fees in favor
of entering into a deferred compensation agreement with the Bank pursuant to
which (a) the Director will be entitled to receive compensation for a definite
period after the Director retires from the Board of Directors or the Director's
term of service on the Board ends, and/or (b) the Director's family or other
beneficiaries will be entitled to such compensation from and after the
Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to the Director after
retirement or to the Director's family or other beneficiaries after the
Director's death; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve on the Board of Directors of the Bank or the Company, if
elected;
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay the Director the total sum of
$117,255.60 payable in monthly installments of $651.42 per month for 180
consecutive months, commencing on the first day of the month following the
Director's 65th birthday (herein referred to as the "Retirement Date"). Payments
to the Director will terminate when all such payments have been made or at the
time of the Director's death, whichever occurs first.
2. Death Of Director Before Retirement Date. In the event the
Director should die before the Retirement Date, the Bank agrees to pay the total
sum of $148,440.60 payable in monthly installments of $824.67 per month for 180
consecutive months, commencing on the first day of the month following the date
of the Director's death, to the Director's then living Beneficiary designated in
writing to the Bank, if any, for the life of said Beneficiary; if none, then to
the Director's then living spouse, if any, for the life of said spouse; if none,
or from and after the death of said spouse, then to the then living children of
the Director, if any, in equal shares, for their joint and survivor lives; and
if none, or after their respective joint and survivor lives, any balance thereof
in one lump sum to the estate of the Director.
3. Death Of Director After Retirement Date. If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
Beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
4. Early Retirement. If the Director, for any reason other than death
of the Director or change of control of the Bank or the Company, fails to serve
on the Board of Directors for five consecutive years, the Director and/or
Beneficiary will receive compensation which is reduced proportionately based on
the number of full months served in relation to the required service of 60
months. For example, if the Director serves only 36 months, the Director will be
entitled to 36/60 or 60% of the compensation stated in paragraphs "1", "2",
and/or "3". In determining consecutive years of service, no year shall be
counted in which the Director fails to attend at least two-thirds of the
regularly scheduled meetings of the Board of Directors, except pursuant to the
circumstances set forth in paragraph "8" below.
5. Change of Control. In the event that there is a change of control of
the Bank or the Company, any successor to the control of the Bank or the Company
shall be bound by the terms of this Agreement. Should the successor to the Bank
or the Company wish to remove any Director then serving on the Board, or should
such Director wish to resign as a Director with the successor to the Bank or the
Company, then such Director and/or Beneficiary will be entitled to receive the
compensation stated in paragraphs "1", "2", and/or "3", irrespective of any
reduction which might otherwise be required pursuant to paragraph "4."
6. Suicide. No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
7. Status of Agreement. This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
restrict the right of the shareholders of the Bank or the Company to replace the
Director, or the right of the Director to resign from the Board of Directors or
decline to stand for re-election.
8. Interruption of Service. The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank or the Company for reasons of
professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the Board
following such interruption.
9. Obligation of Director. In consideration of the foregoing agreements
of the Bank and of the payments to be made by the Bank pursuant hereto, the
Director hereby agrees that so long as the Director serves on the Board of
Directors, the Director will not actively engage, either directly or indirectly,
in any business or other activity which is or may be deemed to be in any way
competitive with or adverse to the best interests of the business of the Bank or
the Company.
10. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any Beneficiary or designee of the
Director and any attempt to sell, transfer, assign, pledge, encumber or change
the Director's right to receive compensation shall be void.
11. Status of Director's Rights. The rights granted to the Director or
any designee or beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Amendments. This Agreement may be amended only by a written
agreement signed by both parties.
13. Funding Vehicles. If the Bank shall acquire an insurance policy or
any other asset in connection with the liabilities assumed by it hereunder, it
is expressly understood and agreed that neither the Director nor any Beneficiary
shall have any right with respect to, or claim against, such policy or other
asset. Such policy or asset shall be and remain a general, unpledged,
unrestricted asset of the Bank and shall not be deemed to be held under any
trust for the benefit of the Director or any Beneficiary or to be held in any
way as collateral security for the fulfilling of the obligations of the Bank
under this Agreement, except as expressly provided by the terms of such policy
or other asset.
14. Governing Law. This Agreement shall be construed under and governed
by the laws of the District of Columbia.
15. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank, and
the heirs and legal representatives of the Director. Any successor of the Bank
shall be deemed substituted for the Bank under the terms of this Agreement. As
used herein, the term "successor" shall include any person, corporation or other
business entity which at any time, whether by merger, purchase or otherwise,
acquires all or substantially all of the stock, assets or business of the Bank.
IN WITNESS HEREOF, the parties have signed this Agreement effective as of the
day and year above written.
ATTEST CENTURY NATIONAL BANK
/s/ F. Kathryn Roberts BY /s/ Joseph S. Bracewell
Chairman of the Board
/s/ Cynthia M. Cole BY /s/ Iraline G. Barnes
WITNESS Iraline G. Barnes, the Director
<PAGE>
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1991, between CENTURY NATIONAL BANK ("Bank"), CENTURY BANCSHARES,
INC. ("Company"), and JOSEPH H. KOONZ, JR. ("Director").
WITNESSETH
WHEREAS, the Bank and the Company recognize that the competent and
faithful efforts of the Director on behalf of the Bank and the Company have
contributed significantly to the success and growth of the Bank and the
Company; and
WHEREAS, the Bank and the Company value the efforts, abilities and
accomplishments of the Director and recognize that the Director's continued
service is expected to contribute to the Bank's and the Company's continued
growth and success in the future; and
WHEREAS, the Bank and the Company desire to compensate the Director as
set forth below, if elected to serve on the Board of the Directors of the
Bank and/or the Company ("Board"); and
WHEREAS, the Director wishes to defer current director's fees under a
deferred compensation agreement with the Bank and the Company pursuant to
which (a) the Director will be entitled to receive a retirement benefit for
a specified period after the Director retires from the Board or the
Director's term of service on the Board ends, and/or (b) the Director's
family would be entitled to such benefits from and after the Director's
death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank and the Company shall pay such retirement benefits to
the Director after retirement or to the Director's family after the
Director's death;
NOW, THEREFORE, it is mutually agreed as follows:
1. Deferral of Fees. Subject to the terms and conditions of the
Agreement, the Bank, the Company and the Director agree to defer payment of
fees of which the Director would otherwise be entitled to be paid
("Deferred Fees"), for a period of up to five years from the date thereof.
2. Retirement Benefit: The Bank and the Company agree to pay the
Director the total sum of $53,656.20 payable in monthly installments of
$298.09 for 180 consecutive months, commencing on the first day of the
month following the Director's 65th birthday ("Retirement Date"). Payments
to the Director will terminate when all such payments have been made or at
the time of the Director's death, whichever occurs first.
3. Death Of Director Before Retirement Date: In the event the Director
should die before the Retirement Date, the Bank and the Company agree to
pay the total sum of $61,520.64 payable in monthly installments of $640.84
for 96 consecutive months, commencing on the first day of the month
following the date of the Director's death, to the Director's then living
Beneficiary designated in writing to the Bank, if any, for the life of said
Beneficiary; if none, then to the Director's then living spouse, if any,
for the life of said spouse; if none, or from and after the death of said
spouse, then to the then living descendants of the Director, if any, in
equal shares, per stirpes, for their joint and survivor lives; and if none,
or after their respective joint and survivor lives, any balance thereof in
one lump sum to the estate of the Director.
4. Death Of Director After Retirement Date: If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments
set forth in paragraph "2", the remaining monthly installments will be paid
to the Director's designated Beneficiary. The Beneficiary shall receive all
remaining installments which the Director would have received until the
total sum set forth in paragraph "2" (as reduced by the provisions of
paragraph "6" if applicable) has been paid. If the Director fails to
designate a Beneficiary in writing to the Bank, the remaining monthly
installments after the time of the Director's death shall be paid to the
legal representative of the estate of the Director.
5. Early Retirement. If the Director, for any reason other than death
of the Director or change of control of the Company or the Bank, fails to
serve on the Board of Directors of both the Company and the Bank for five
consecutive years, the Director will receive monthly compensation (or the
Director's Beneficiary will received a monthly benefit) which is reduced
proportionately based on the number of full months served in relation to
the required service of 60 months. For example, if the Director served only
30 months on the Board, the Director would be entitled to 30/60 or 50% of
the monthly compensation stated in paragraph "2." Similarly, in the above
example, if the Director died after leaving the Board but before the
Retirement Date, the Director's Beneficiary would be entitled to 30/60 or
50% of the monthly benefit stated in paragraph "3". In determining
consecutive years of service, beginning January 1, 1992, no year shall be
counted in which the Director fails to attend at least two-thirds of the
regularly scheduled meetings of the Board of Directors, except pursuant to
the circumstances set forth in paragraph "6" below. In the event that there
is a change of control of the bank or the company while the Director is
serving on the board, there shall be no reduction in compensation or
benefits on account of the provisions of this paragraph, except for any
reduction resulting from the Director's failure to fulfill the attendance
requirement prior to the time the change of control takes place.
6. Interruption of Service: The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active
service on account of illness, disability, during any authorized vacation
or during temporary leaves of absence granted by the Bank and/or the
Company for reasons of professional advancement, education, health, or
government service, or during military leave for any period if the Director
is elected to serve on the board following such interruption.
7. Prohibited Payment: The obligation of the Bank and the Company, and
their successors and assigns, to make payments pursuant to this Agreement
shall be reduced or eliminated to the extent required (i) to comply with
regulations or orders issued pursuant to Section 18(k)(1) of the Federal
Deposit Insurance Act, (ii) by any other law, rule, or regulation which is
binding on the Company or the Bank or (iii) by direction or instruction
from a federal regulatory authority.
8. Suicide: No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of
this Agreement.
9. Status of Agreement: This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this
Agreement constitute an agreement by the Bank, the Company, the
shareholders of the Bank and the Company, to nominate or elect the Director
as a director in the future or restrict the right of the shareholders of
the Bank or the Company to remove the Director in accordance with the
Bank's and the Company's charter and by-laws. The Director retains the
right to resign from the Board of Directors or to decline to stand for
reelection.
10. Assignment of Rights: Except as provided in this Agreement, none
of the rights to benefits under this Agreement are assignable by the
Director or any Beneficiary or designee of the Director and any attempt to
sell, transfer, assign, pledge, encumber or change the Director's right to
receive compensation shall be void.
11. Status of Director's Rights: The rights granted to the Director or
any designee or Beneficiary under this Agreement shall be solely those of
an unsecured creditor of the Bank.
12. Funding Vehicles: If the Bank and the Company shall acquire an
insurance policy or any other asset in connection with the liabilities
assumed by it hereunder, it is expressly understood and agreed that neither
the Director nor any Beneficiary shall have any right with respect to, or
claim against, such policy or other asset. Such policy or asset shall be
and remain a general, unpledged, unrestricted asset of the Bank or the
Company and shall not be deemed to be held under any trust for the benefit
of the Director or any Beneficiary or to be held in any way as collateral
security for the fulfilling of the obligations of the Bank under this
Agreement, except as expressly provided by the terms of such policy or
other asset.
13. Governing Law: This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be
governed by and construed in accordance with the laws of the District of
Columbia (excluding the choice of law rules thereof).
14. Amendment; Modification; Waiver: No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing
and duly executed by the Director, the Bank and the Company. No delay or
failure at any time on the part of the Bank and the Company in exercising
any right, power or privilege under this Agreement, or in enforcing any
provision of this Agreement, shall impair any such right, power or
privilege, or be construed as a waiver of any default or as any
acquiescence therein, or shall affect the right of the Bank and the Company
thereafter to enforce each and every provision of this Agreement in
accordance with its terms.
15. Binding Effect: This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank
and the Company, and the heirs and legal representatives of the Director.
Any successor of the Bank and the Company shall be deemed substituted for
the Bank and the Company under the terms of this Agreement. As used herein,
the term "successor" shall include any person, corporation or other
business entity which at any time, whether by merger, purchase or
otherwise, acquires all or substantially all of the stock, assets or
business of the Bank and/or the Company.
<PAGE>
IN WITNESS HEREOF, the parties have signed this Agreement effective as
of the day and year above written.
ATTEST CENTURY BANCSHARES, Inc. ("Company")
/s/ William C. Oldaker BY /s/ Joseph S. Bracewell
President
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ William C. Oldaker BY /s/ Thomas B. Hoppin
President
/s/ Ruth R. Hartl BY /s/ Joseph H. Koonz, Jr.
WITNESS JOSEPH H. KOONZ, JR. ("Director")
<PAGE>
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1991, between CENTURY NATIONAL BANK ("Bank"), CENTURY BANCSHARES, INC.
("Company"), and JOHN R. COPE ("Director").
WITNESSETH
WHEREAS, the Bank and the Company recognize that the competent and
faithful efforts of the Director on behalf of the Bank and the Company have
contributed significantly to the success and growth of the Bank and the Company;
and
WHEREAS, the Bank and the Company value the efforts, abilities and
accomplishments of the Director and recognize that the Director's continued
service is expected to contribute to the Bank's and the Company's continued
growth and success in the future; and
WHEREAS, the Bank and the Company desire to compensate the Director as
set forth below, if elected to serve on the Board of the Directors of the Bank
and/or the Company ("Board"); and
WHEREAS, the Director wishes to defer current director's fees under a
deferred compensation agreement with the Bank and the Company pursuant to which
(a) the Director will be entitled to receive a retirement benefit for a
specified period after the Director retires from the Board or the Director's
term of service on the Board ends, and/or (b) the Director's family would be
entitled to such benefits from and after the Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank and the Company shall pay such retirement benefits to the
Director after retirement or to the Director's family after the Director's
death;
NOW, THEREFORE, it is mutually agreed as follows:
1. Deferral of Fees. Subject to the terms and conditions of the
Agreement, the Bank, the Company and the Director agree to defer payment of fees
of which the Director would otherwise be entitled to be paid ("Deferred Fees"),
for a period of up to five years from the date thereof.
2. Retirement Benefit: The Bank and the Company agree to pay the
Director the total sum of $134,251.20 payable in monthly installments of $745.84
for 180 consecutive months, commencing on the first day of the month following
the Director's 65th birthday ("Retirement Date"). Payments to the Director will
terminate when all such payments have been made or at the time of the Director's
death, whichever occurs first.
3. Death Of Director Before Retirement Date: In the event the Director
should die before the Retirement Date, the Bank and the Company agree to pay the
total sum of $137,910.60 payable in monthly installments of $766.17 for 180
consecutive months, commencing on the first day of the month following the date
of the Director's death, to the Director's then living Beneficiary designated in
writing to the Bank, if any, for the life of said Beneficiary; if none, then to
the Director's then living spouse, if any, for the life of said spouse; if none,
or from and after the death of said spouse, then to the then living descendants
of the Director, if any, in equal shares, per stirpes, for their joint and
survivor lives; and if none, or after their respective joint and survivor lives,
any balance thereof in one lump sum to the estate of the Director.
4. Death Of Director After Retirement Date: If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "2" (as reduced by the provisions of paragraph "6" if
applicable), the remaining monthly installments will be paid to the Director's
designated Beneficiary. The Beneficiary shall receive all remaining installments
which the Director would have received until the total sum set forth in
paragraph "2" (as reduced by the provisions of paragraph "6" if applicable) has
been paid. If the Director fails to designate a Beneficiary in writing to the
Bank, the remaining monthly installments after the time of the Director's death
shall be paid to the legal representative of the estate of the Director.
5. Early Retirement. If the Director, for any reason other than death
of the Director or change of control of the Company or the Bank, fails to serve
on the Board of Directors of both the Company and the Bank for five consecutive
years, the Director will receive monthly compensation (or the Director's
Beneficiary will receive a monthly benefit) which is reduced proportionately
based on the number of Boards on which the Director served and the number of
full months served in relation to the required service of 60 months. For
purposes of this calculation, any month during which the Director served on both
Boards would count as a full month and any month during which the Director
served on either Board (but not both) would count as three-fourths of a month.
For example, if the Director served only 12 months on both Boards, then 24
months on one Board, and then ceased to serve on either Board, the Director
would be entitled to compensation based on the equivalent of 30 full months of
service (100% of 12 months plus 75% of 24 months). In such example, the Director
would be entitled to 30/60 or 50% of the monthly compensation stated in
paragraph "2." Similarly, in the above example, if the Director died after
leaving the Board but before the Retirement Date, the Director's Beneficiary
would be entitled to 30/60 or 50% of the monthly benefit stated in paragraph
"3". In determining consecutive years of service, beginning January 1, 1992, no
year shall be counted in which the Director fails to attend at least two-thirds
of the regularly scheduled meetings of the Board of Directors, except pursuant
to the circumstances set forth in paragraph "6" below. In the event that there
is a change of control of the bank or the company while the Director is serving
on the board, there shall be no reduction in compensation or benefits on account
of the provisions of this paragraph, except for any reduction resulting from the
Director's failure to fulfill the attendance requirement prior to the time the
change of control takes place.
6. Interruption of Service: The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank and/or the Company for reasons
of professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the board
following such interruption.
7. Prohibited Payment: The obligation of the Bank and the Company, and
their successors and assigns, to make payments pursuant to this Agreement shall
be reduced or eliminated to the extent required (i) to comply with regulations
or orders issued pursuant to Section 18(k)(1) of the Federal Deposit Insurance
Act, (ii) by any other law, rule, or regulation which is binding on the Company
or the Bank or (iii) by direction or instruction from a federal regulatory
authority.
8. Suicide: No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
9. Status of Agreement: This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
constitute an agreement by the Bank, the Company, the shareholders of the Bank
and the Company, to nominate or elect the Director as a director in the future
or restrict the right of the shareholders of the Bank or the Company to remove
the Director in accordance with the Bank's and the Company's charter and
by-laws. The Director retains the right to resign from the Board of Directors or
to decline to stand for reelection.
10. Assignment of Rights: Except as provided in this Agreement, none of
the rights to benefits under this Agreement are assignable by the Director or
any Beneficiary or designee of the Director and any attempt to sell, transfer,
assign, pledge, encumber or change the Director's right to receive compensation
shall be void.
11. Status of Director's Rights: The rights granted to the Director or
any designee or Beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Funding Vehicles: If the Bank and the Company shall acquire an
insurance policy or any other asset in connection with the liabilities assumed
by it hereunder, it is expressly understood and agreed that neither the Director
nor any Beneficiary shall have any right with respect to, or claim against, such
policy or other asset. Such policy or asset shall be and remain a general,
unpledged, unrestricted asset of the Bank or the Company and shall not be deemed
to be held under any trust for the benefit of the Director or any Beneficiary or
to be held in any way as collateral security for the fulfilling of the
obligations of the Bank under this Agreement, except as expressly provided by
the terms of such policy or other asset.
13. Governing Law: This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the District of Columbia
(excluding the choice of law rules thereof).
14. Amendment; Modification; Waiver: No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the director, part of the Bank and the company in exercising
any right, power or privilege under this Agreement, or in enforcing any
provision of this Agreement, shall impair any such right, power or privilege, or
be construed as a waiver of any default or as any acquiescence therein, or shall
affect the right of the Bank and the Company thereafter to enforce each and
every provision of this Agreement in accordance with its terms.
15. Binding Effect: This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank and
the Company, and the heirs and legal representatives of the Director. Any
successor of the Bank and the Company shall be deemed substituted for the Bank
and the Company under the terms of this Agreement. As used herein, the term
"successor" shall include any person, corporation or other business entity which
at any time, whether by merger, purchase or otherwise, acquires all or
substantially all of the stock, assets or business of the Bank and/or the
Company.
<PAGE>
IN WITNESS HEREOF, the parties have signed this Agreement effective as
of the day and year above written.
ATTEST CENTURY BANCSHARES, Inc. ("Company")
/s/ William C. Oldaker BY /s/ Joseph S. Bracewell
Chairman of the Board
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ William C. Oldaker BY /s/ Thomas B. Hoppin
President
/s/ Phyllis P. Norton BY /s/ John R. Cope
WITNESS JOHN R. COPE ("Director")
<PAGE>
AMENDMENT TO DIRECOR'S COMPENSATION AGREEMENT
("AGREEMENT") DATED January 1, 1991, BETWEEN
CENTURY NATIONAL BANK, CENTURY BANCSHARES, INC., AND JOHN R. COPE
To correct an error in the calculation of the retirement benefit in the
aforesaid Agreement, Paragraph 2 of such Agreement is hereby amended to read in
its entirety as follows:
2. Retirement Benefit: The Bank and the Company agree to pay the
Director the total sum of$161,265.60 payable in monthly
installments of $895.92 for 180 consecutive months, commencing
on the first day of the month following the Director's 65th
birthday ("Retirement Date"). Payments to the Director will
terminate when all such payments have been made or at the time
of the Director's death, whichever occurs first.
All other terms and conditions of the aforesaid Director's
Compensation Agreement shall remain in full force and effect.
IN WITNESS HEREOF, the parties have executed this amendment effective as of the
26 day of January, 1995.
ATTEST CENTURY BANCSHARES, INC. ("Company")
/s/ F. Kathryn Roberts By: /s/ Joseph S. Bracewell
President
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ F. Kathryn Roberts By: /s/ Thomas B. Hoppin
/s/ Ernestine Ware-Brown /s/ John R. Cope
Witness JOHN R. COPE ("Director")
<PAGE>
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1996, between CENTURY NATIONAL BANK (herein referred to as the "Bank")
and John R. Cope (herein referred to as the "Director").
WITNESSETH
WHEREAS, the Bank recognizes that the competent and faithful efforts of
the Director on behalf of the Bank have contributed significantly to the success
and growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that the Director's services are vital to its
continued growth and profits in the future; and
WHEREAS, the Bank desires to compensate the Director as set forth below
and to retain the Director's services for five years, if elected, to serve on
the Boards of Directors of the Bank and the Bank's parent corporation, Century
Bancshares, Inc. (herein referred to as the "Company"); and,
WHEREAS, the Director wishes to defer current director's fees in favor
of entering into a deferred compensation agreement with the Bank pursuant to
which the Director will be entitled to receive compensation for a definite
period after the Director retires from the Boards of Directors or the Director's
term of service on the Boards ends; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to the Director after
retirement; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve on the Boards of Directors of the Bank and the Company, if
elected;
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay the Director the total sum of
$178,605 payable in monthly installments of $992.25 for 180 consecutive months,
commencing on the first day of the month following the Director's 65th birthday
(herein referred to as the "Retirement Date"). Payments to the Director will
terminate when all such payments have been made or at the time of the Director's
death, whichever occurs first.
2. a) Death Of Director Before Retirement Date. If the Director dies
before reaching the Retirement Date, the specified monthly installments which
otherwise would have been payable to the Director after the Retirement Date,
will instead be paid in monthly installments to the Director's Beneficiary; in
the same amounts and for the same period, commencing on the first date of the
month following what would have been the Retirement Date for the deceased
Director.
b) Death of Director After Retirement Date. If the Director dies after
the Retirement Date, but prior to receiving all of the monthly installments
set forth in paragraph "1", the remaining monthly installment will be paid
to the Director's designated Beneficiary. The Beneficiary shall receive all
remaining installments which the Director would have received until the
total sum set forth in paragraph "1" has been paid. If the Director fails
to designate a beneficiary in writing to the Bank, the remaining monthly
installments after the time of the Director's death shall be paid to the
legal representative of the estate of the Director
.
3. Early Retirement. If the Director, for any reason other than a
change of control of the Company or the Bank, fails to serve on the Boards
of Directors of both the Company and the Bank for five consecutive years,
the Director will receive compensation which is reduced proportionately
based on the number of Boards on which the Director served and the number
of full months served in relation to the required service of 60 months. For
purposes of this calculation, any month during which the Director served on
both Boards would count as a full month and any month during which the
Director served on either Board (but not both) would count as three-fourths
of a month. For example, if the Director served only 12 months on both
Boards, then 24 months on one Board, and then ceased to serve on either
Board, the Director would be entitled to compensation based on the
equivalent of 30 full months of service (100% of 12 months plus 75% of 24
months). In such example, the Director would be entitled to 30/60 or 50% of
the compensation stated in paragraph "1" and/or "2" above. In determining
consecutive years of service, no year shall be counted in which the
Director fails to attend at least two-thirds of the regularly scheduled
meetings of the Boards of Directors, except pursuant to the circumstances
set forth in paragraph "6" below. If Director dies before completing five
consecutive years of service, the year of the Director's death shall be
counted as a full year of service in determining consecutive years of
service for the purpose of calculating the proportionate compensation
payable to the Director's beneficiary pursuant to this Agreement.
4, Change of Control. In the event that there is a Change of Control
of the Bank or the Company, as hereinafter defined, any successor to the
control of the Bank or the Company shall be bound by the terms of this
Agreement. Should the successor to the Bank or the Company wish to remove
any Director then serving on the Board, or should such Director wish to
resign as a Director with the successor to the Bank or the Company, then
such Director and/or Beneficiary will be entitled to receive the
compensation stated in paragraph "1" and/or "2", irrespective of any
reduction which might otherwise be required pursuant to paragraph "3"
above. For purposes of this Agreement, a "Change of Control" shall mean the
occurrence of one or more of the following: (a) a change in the Company's
or the Bank's status requiring prior notice to the Board of Governors of
the Federal Reserve System and/or the Office of the Comptroller of the
Currency pursuant to the Change in Bank Control Act, as amended, and
regulations promulgated thereunder, or (b) the acquisition by any person or
group of persons (as such terms are defined and used in Sections 3(a)(9)
and 14(d)(2) of the Securities Exchange Act of 1934, as amended) of
beneficial ownership (as defined in Rule 13d-3 issued under that Act),
directly or indirectly, of securities representing more than fifty percent
(50%) of the combined voting power of the then outstanding voting
securities of the Company or the Bank entitled to vote generally in the
election of directors ("Voting Securities"), or (c) individuals who
constitute a majority of the board of directors of the Company on the date
of this Agreement ("Incumbent Board") cease for any reason to constitute at
least a majority of that Board, provided that any person becoming a
director subsequent to the date of this Agreement whose election or whose
nomination for election by Company stockholders was approved by a majority
vote of the directors comprising the Incumbent Board shall be, for purposes
of this Agreement considered as though he or she will be a member of the
Incumbent Board; or (d) a reorganization, merger, or consolidation with
respect to which those persons (as defined above) who were beneficial
owners of the Voting Securities of the Bank or of the Company immediately
prior to such reorganization, merger, or consolidation do not, following
such reorganization, merger, or consolidation, beneficially own, directly
or indirectly, shares representing more than 50% of the combined voting
power of the Voting Securities of the corporation resulting from such
reorganization, merger, or consolidation; or (e) a sale of all or of
substantially all of the assets of the Bank or of the Company.
5. Status of Agreement. This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this
Agreement restrict the right of the shareholders of the Bank or the Company
to replace the Director, or the right of the Director to resign from the
Board of Directors or decline to stand for re-election.
6. Interruption of Service. The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active
service on account of illness, disability, during any authorized vacation
or during temporary leaves of absence granted by the Bank and/or Company
for reasons of professional advancement, education, health, or government
service, or during military leave for any period if the Director is elected
to serve on the Board following such interruption.
7. Obligation of Director. In consideration of the foregoing
agreements of the Bank and of the payments to be made by the Bank pursuant
hereto, the Director hereby agrees that so long as the Director serves on
the Board of Directors, the Director will not actively engage, either
directly or indirectly, in any business or other activity which is or may
be deemed to be in any way competitive with or adverse to the best
interests of the business of the Bank or the Company.
8. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any Beneficiary or designee of
the Director and any attempt to sell, transfer, assign, pledge, encumber or
change the Director's right to receive compensation shall be void.
9. Status of Director's Rights. The rights granted to the Director or
any designee or beneficiary under this Agreement shall be solely those of
an unsecured creditor of the Bank.
10. Amendments. This Agreement may be amended only by a written
agreement signed by both parties.
11. Funding Vehicles. If the Bank shall acquire an insurance policy or
any other asset in connection with the liabilities assumed by it hereunder,
it is expressly understood and agreed that neither the Director nor any
Beneficiary shall have any right with respect to, or claim against, such
policy or other asset. Such policy or asset shall be and remain a general,
unpledged, unrestricted asset of the Bank and shall not be deemed to be
held under any trust for the benefit of the Director or any Beneficiary or
to be held in any way as collateral security for the fulfilling of the
obligations of the Bank under this Agreement, except as expressly provided
by the terms of such policy or other asset.
12. Governing Law. This Agreement shall be construed under and
governed by the laws of the District of Columbia.
13. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank,
and the heirs and legal representatives of the Director. Any successor of
the Bank shall be deemed substituted for the Bank under the terms of this
Agreement. As used herein, the term "successor" shall include any person,
corporation or other business entity which at any time, whether by merger,
purchase or otherwise, acquires all or substantially all of the stock,
assets or business of the Bank.
<PAGE>
IN WITNESS HEREOF, the parties have signed this Agreement effective as of
the day and year above written.
ATTEST CENTURY NATIONAL BANK
/s/ F. Kathryn Roberts BY /s/ Joseph S. Bracewell
Chairman of the Board
/s/ Mary J. Fox BY /s/ John R. Cope
WITNESS John R. Cope, the Director
<PAGE>
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1991, between CENTURY NATIONAL BANK ("Bank"), CENTURY BANCSHARES, INC.
("Company"), and JOSEPH S. BRACEWELL ("Director").
WITNESSETH
WHEREAS, the Bank and the Company recognize that the competent and
faithful efforts of the Director on behalf of the Bank and the Company have
contributed significantly to the success and growth of the Bank and the Company;
and
WHEREAS, the Bank and the Company value the efforts, abilities and
accomplishments of the Director and recognize that the Director's continued
service is expected to contribute to the Bank's and the Company's continued
growth and success in the future; and
WHEREAS, the Bank and the Company desire to compensate the Director as
set forth below, if elected to serve on the Board of the Directors of the Bank
and/or the Company ("Board"); and
WHEREAS, the Director wishes to defer current director's fees under a
deferred compensation agreement with the Bank and the Company pursuant to which
(a) the Director will be entitled to receive a retirement benefit for a
specified period after the Director retires from the Board or the Director's
term of service on the Board ends, and/or (b) the Director's family would be
entitled to such benefits from and after the Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank and the Company shall pay such retirement benefits to the
Director after retirement or to the Director's family after the Director's
death;
NOW, THEREFORE, it is mutually agreed as follows:
1. Deferral of Fees. Subject to the terms and conditions of the
Agreement, the Bank, the Company and the Director agree to defer payment of fees
of which the Director would otherwise be entitled to be paid ("Deferred Fees"),
for a period of up to five years from the date thereof.
2. Retirement Benefit: The Bank and the Company agree to pay the
Director the total sum of $282,180.60 payable in monthly installments of
$1,567.67 for 180 consecutive months, commencing on the first day of the month
following the Director's 65th birthday ("Retirement Date"). Payments to the
Director will terminate when all such payments have been made or at the time of
the Director's death, whichever occurs first.
3. Death Of Director Before Retirement Date: In the event the Director
should die before the Retirement Date, the Bank and the Company agree to pay the
total sum of $184,635.00 payable in monthly installments of $1,025.75 for 180
consecutive months, commencing on the first day of the month following the date
of the Director's death, to the Director's then living Beneficiary designated in
writing to the Bank, if any, for the life of said Beneficiary; if none, then to
the Director's then living spouse, if any, for the life of said spouse; if none,
or from and after the death of said spouse, then to the then living descendants
of the Director, if any, in equal shares, per stirpes, for their joint and
survivor lives; and if none, or after their respective joint and survivor lives,
any balance thereof in one lump sum to the estate of the Director.
4. Death Of Director After Retirement Date: If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "2" (as reduced by the provisions of paragraph "6" if
applicable), the remaining monthly installments will be paid to the Director's
designated Beneficiary. The Beneficiary shall receive all remaining installments
which the Director would have received until the total sum set forth in
paragraph "2" (as reduced by the provisions of paragraph "6" if applicable) has
been paid. If the Director fails to designate a Beneficiary in writing to the
Bank, the remaining monthly installments after the time of the Director's death
shall be paid to the legal representative of the estate of the Director.
5. Early Retirement. If the Director, for any reason other than death
of the Director or change of control of the Company or the Bank, fails to serve
on the Board of Directors of the Company and the Bank for five consecutive
years, the Director will receive monthly compensation (or the Director's
Beneficiary will received a monthly benefit) which is reduced proportionately
based on the number of full months served in relation to the required service of
60 months. For purposes of this calculation, any month during which the Director
served on both Boards would count as a full month and any month during which the
Director served on either Board (but not both) would count as three-fourths of a
month. For example, if the Director served only 12 months on both Boards, then
24 months on one Board, and then ceased to serve on either Board, the Director
would be entitled to compensation based on the equivalent of 30 full months of
service (100% of 12 months plus 75% of 24 months). In such example, the Director
would be entitled on the Board, the Director would be entitled to 30/60 or 50%
of the monthly compensation stated in paragraph "2." Similarly, in the above
example, if the Director died after leaving the Board but before the Retirement
Date, the Director's Beneficiary would be entitled to 30/60 or 50% of the
monthly benefit stated in paragraph "3". In determining consecutive years of
service, beginning January 1, 1992, no year shall be counted in which the
Director fails to attend at least two-thirds of the regularly scheduled meetings
of the Board of Directors, except pursuant to the circumstances set forth in
paragraph "6" below. In the event that there is a change of control of the Bank
or the Company while the Director is serving on the Board, there shall be no
reduction in compensation or benefits on account of the provisions of this
paragraph, except for any reduction resulting from the Director's failure to
fulfill the attendance requirement prior to the time the change of control takes
place.
6. Interruption of Service: The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank and/or the Company for reasons
of professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the board
following such interruption.
7. Prohibited Payment: The obligation of the Bank and the Company, and
their successors and assigns, to make payments pursuant to this Agreement shall
be reduced or eliminated to the extent required (i) to comply with regulations
or orders issued pursuant to Section 18(k)(1) of the Federal Deposit Insurance
Act, (ii) by any other law, rule, or regulation which is binding on the Company
or the Bank or (iii) by direction or instruction from a federal regulatory
authority.
8. Suicide: No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
9. Status of Agreement: This Agreement does not constitute a
contract of employment between the parties, nor shall any provision of this
Agreement constitute an agreement by the Bank, the Company, the shareholders of
the Bank and the Company, to nominate or elect the Director as a director in the
future or restrict the right of the shareholders of the Bank or the Company to
remove the Director in accordance with the Bank's
and the Company's charter and by-laws. The Director retains the right
to resign from the Board of Directors or to decline to stand for reelection.
10. Assignment of Rights: Except as provided in this Agreement, none of
the rights to benefits under this Agreement are assignable by the Director or
any Beneficiary or designee of the Director and any attempt to sell, transfer,
assign, pledge, encumber or change the Director's right to receive compensation
shall be void.
11. Status of Director's Rights: The rights granted to the Director or
any designee or Beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Funding Vehicles: If the Bank and the Company shall acquire an
insurance policy or any other asset in connection with the liabilities assumed
by it hereunder, it is expressly understood and agreed that neither the Director
nor any Beneficiary shall have any right with respect to, or claim against, such
policy or other asset. Such policy or asset shall be and remain a general,
unpledged, unrestricted asset of the Bank or the Company and shall not be deemed
to be held under any trust for the benefit of the Director or any Beneficiary or
to be held in any way as collateral security for the fulfilling of the
obligations of the Bank under this Agreement, except as expressly provided by
the terms of such policy or other asset.
13. Governing Law: This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the District of Columbia
(excluding the choice of law rules thereof).
14. Amendment; Modification; Waiver: No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the Director, the Bank and the Company. No delay or failure at
any time on the part of the Bank and the Company in exercising any right, power
or privilege under this Agreement, or in enforcing any provision of this
Agreement, shall impair any such right, power or privilege, or be construed as a
waiver of any default or as any acquiescence therein, or shall affect the right
of the Bank and the Company thereafter to enforce each and every provision of
this Agreement in accordance with its terms.
15. Binding Effect: This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank and
the Company, and the heirs and legal representatives of the Director. Any
successor of the Bank and the Company shall be deemed substituted for the Bank
and the Company under the terms of this Agreement. As used herein, the term
"successor" shall include any person, corporation or other business entity which
at any time, whether by merger, purchase or otherwise, acquires all or
substantially all of the stock, assets or business of the Bank and/or the
Company.
<PAGE>
IN WITNESS HEREOF, the parties have signed this Agreement effective as
of the day and year above written.
ATTEST CENTURY BANCSHARES, Inc. ("Company")
/s/ William C. Oldaker BY /s/ John R. Cope
Vice President
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ William C. Oldaker BY /s/ Thomas B. Hoppin
President
/s/ F. Kathryn Roberts /s/ Joseph S. Bracewell
WITNESS JOSEPH S. BRACEWELL ("Director")
<PAGE>
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1996, between CENTURY NATIONAL BANK (herein referred to as the "Bank")
and Joseph S. Bracewell (herein referred to as the "Director").
WITNESSETH
WHEREAS, the Bank recognizes that the competent and faithful efforts of
the Director on behalf of the Bank have contributed significantly to the success
and growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that the Director's services are vital to its
continued growth and profits in the future; and
WHEREAS, the Bank desires to compensate the Director as set forth below
and to retain the Director's services for five years, if elected, to serve on
the Boards of Directors of the Bank and the Bank's parent corporation, Century
Bancshares, Inc. (herein referred to as the "Company"); and,
WHEREAS, the Director wishes to defer current director's fees in favor
of entering into a deferred compensation agreement with the Bank pursuant to
which the Director will be entitled to receive compensation for a definite
period after the Director retires from the Boards of Directors or the Director's
term of service on the Boards ends; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to the Director after
retirement; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve on the Boards of Directors of the Bank and the Company, if
elected;
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay the Director the total sum of
$239,700.60 payable in monthly installments of $1,331.67 for 180 consecutive
months, commencing on the first day of the month following the Director's 65th
birthday (herein referred to as the "Retirement Date"). Payments to the Director
will terminate when all such payments have been made or at the time of the
Director's death, whichever occurs first.
2. Death Of Director After Retirement Date. If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
Beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
3. Early Retirement. If the Director, for any reason other than a
change of control of the Company or the Bank, fails to serve on the Boards of
Directors of both the Company and the Bank for five consecutive years, the
Director will receive compensation which is reduced proportionately based on the
number of Boards on which the Director served and the number of full months
served in relation to the required service of 60 months. For purposes of this
calculation, any month during which the Director served on both Boards would
count as a full month and any month during which the Director served on either
Board (but not both) would count as three-fourths of a month. For example, if
the Director served only 12 months on both Boards, then 24 months on one Board,
and then ceased to serve on either Board, the Director would be entitled to
compensation based on the equivalent of 30 full months of service (100% of 12
months plus 75% of 24 months). In such example, the Director would be entitled
to 30/60 or 50% of the compensation stated in paragraph "1." In determining
consecutive years of service, no year shall be counted in which the Director
fails to attend at least two-thirds of the regularly scheduled meetings of the
Boards of Directors, except pursuant to the circumstances set forth in paragraph
"6" below.
4. Change of Control. In the event that there is a change of control of
the Bank or the Company, any successor to the control of the Bank or the Company
shall be bound by the terms of this Agreement. Should the successor to the Bank
or the Company wish to remove any Director then serving on the Board, or should
such Director wish to resign as a Director with the successor to the Bank or the
Company, then such Director will be entitled to receive the full compensation
stated in paragraph "1", notwithstanding any reduction which might otherwise be
required pursuant to paragraph "3."
5 Status of Agreement. This Agreement does not constitute a contract of
employment between the parties, nor shall any provision of this Agreement
restrict the right of the shareholders of the Bank or the Company to replace the
Director, or the right of the Director to resign from the Board of Directors or
decline to stand for re-election.
<PAGE>
6. Interruption of Service. The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank and/or Company for reasons of
professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the Board
following such interruption.
7. Obligation of Director. In consideration of the foregoing agreements
of the Bank and of the payments to be made by the Bank pursuant hereto, the
Director hereby agrees that so long as the Director serves on the Board of
Directors, the Director will not actively engage, either directly or indirectly,
in any business or other activity which is or may be deemed to be in any way
competitive with or adverse to the best interests of the business of the Bank or
the Company.
8. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any Beneficiary or designee of the
Director and any attempt to sell, transfer, assign, pledge, encumber or change
the Director's right to receive compensation shall be void.
9. Status of Director's Rights. The rights granted to the Director or
any designee or beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
10. Amendments. This Agreement may be amended only by a written
agreement signed by both parties.
11. Funding Vehicles. If the Bank shall acquire an insurance policy or
any other asset in connection with the liabilities assumed by it hereunder, it
is expressly understood and agreed that neither the Director nor any Beneficiary
shall have any right with respect to, or claim against, such policy or other
asset. Such policy or asset shall be and remain a general, unpledged,
unrestricted asset of the Bank and shall not be deemed to be held under any
trust for the benefit of the Director or any Beneficiary or to be held in any
way as collateral security for the fulfilling of the obligations of the Bank
under this Agreement, except as expressly provided by the terms of such policy
or other asset.
12. Governing Law. This Agreement shall be construed under and governed
by the laws of the District of Columbia.
13. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank, and
the heirs and legal representatives of the Director. Any successor of the Bank
shall be deemed substituted for the Bank under the terms of this Agreement. As
used herein, the term "successor" shall include any person, corporation or other
business entity which at any time, whether by merger, purchase or otherwise,
acquires all or substantially all of the stock, assets or business of the Bank.
IN WITNESS HEREOF, the parties have signed this Agreement effective as of the
day and year above written.
ATTEST CENTURY NATIONAL BANK
/s/ F. Kathryn Roberts BY /s/ John R. Cope
Vice Chairman of the Board
/s/ Violeta Morillo BY /s/ Joseph s. Bracewell
WITNESS Joseph S. Bracewell, the Director
<PAGE>
AMENDMENT TO DIRECTOR'S COMPENSATION AGREEMENT
("AGREEMENT") DATED January 1, 1996, BETWEEN
CENTURY NATIONAL BANK, AND Joseph S. Bracewell
Paragraphs 2 through 4 of the above referenced Agreement are hereby amended to
read in their entirety as follows:
2. a. Death Of Director Before Retirement Date. In the event the Director should
die before the Retirement Date, the Bank agrees to pay the total sum of $154,485
payable in monthly installments of $858.25 per month for 180 consecutive months,
commencing on the first day of the month following the date of the Director's
death, to the Director's then living Beneficiary designated in writing to the
Bank, if any, for the life of said Beneficiary; if none, then to the Director's
then living spouse, if any, for the life of said spouse; if none, or from and
after the death of said spouse, then to the then living children of the
Director, if any, in equal shares, for their joint and survivor lives; and if
none, or after their respective joint and survivor lives, any balance thereof in
one lump sum to the estate of the Director.
b. Death of Director After Retirement Date. If the Director dies after
the Retirement Date, but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installment will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
c. Suicide. No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
3. Early Retirement. If the Director, for any reason other than death of the
Director or Change of Control of the Company or the Bank, fails to serve on the
Boards of Directors of both the Company and the Bank for five consecutive years,
the Director will receive compensation which is reduced proportionately based on
the number of Boards on which the Director served and the number of full months
served in relation to the required service of 60 months. For purposes of this
calculation, any month during which the Director served on both Boards would
count as a full month and any month during which the Director served on either
board (but not both) would count as three-fourths of a month. For example, if
the Director served only 12 months on both Boards, then 24 months one Board, and
then ceased to serve on either board, the director would be entitled to
compensation based on the equivalent of 30 full months of service (100% of 12
months plus 75% of 24 months). In such example, the Director would be entitled
to 30/60 or 50% of the compensation stated in paragraph "1" and/or "2" above. In
determining consecutive years of service, no year shall be counted in which the
Director fails to attend at least two-thirds of the regularly scheduled meetings
of the board of Directors, except pursuant to the circumstances set forth in
paragraph "6" below.
4. Change of Control. In the event that there is a Change of Control of the Bank
or the Company, as hereinafter defined, any successor to the control of the Bank
or the Company shall be bound by the terms of this Agreement. Should the
successor to the Bank or the Company wish to remove any Director then serving on
the Board, or should such Director wish to resign as a Director with the
successor to the Bank or the Company, then such Director and/or Beneficiary will
be entitled to receive the compensation stated in paragraph "1" and/or "2",
irrespective of any reduction which might otherwise be required pursuant to
paragraph "3" above. For purposes of this Agreement, a "Change of Control" shall
mean the occurrence of one or more of the following: (a) a change in the
Company's or the Bank's status requiring prior notice to the Board of Governors
of the Federal Reserve System and/or the Office of the Comptroller of the
Currency pursuant to the Change in Bank Control Act, as amended, and regulations
promulgated thereunder, or (b) the acquisition by any person or group of persons
(as such terms are defined and used in Sections 3(a)(9) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended) of beneficial ownership (as defined
in Rule 13d-3 issued under that Act), directly or indirectly, of securities
representing more than fifty percent (50%) of the combined voting power of the
then outstanding voting securities of the Company or the Bank entitled to vote
generally in the election of directors ("Voting Securities"), or (c) individuals
who constitute a majority of the board of directors of the Company on the date
of this Agreement ("Incumbent Board") cease for any reason to constitute at
least a majority of that Board, provided that any person becoming a director
subsequent to the date of this Agreement whose election or whose nomination for
election by Company stockholders was approved by a majority vote of the
directors comprising the Incumbent Board shall be, for purposes of this
Agreement considered as though he or she will a member of the Incumbent Board;
or (d) a reorganization, merger, or consolidation with respect to which those
persons (as defined above) who were beneficial owners of the Voting Securities
of the Bank or of the Company immediately prior to such reorganization, merger,
or consolidation do not, following such reorganization, merger, or
consolidation, beneficially own, directly or indirectly, shares representing
more than 50% of the combined voting power of the Voting Securities of the
corporation resulting from such reorganization, merger, or consolidation; or (e)
a sale of all or of substantially all of the assets of the Bank or of the
Company.
All other terms and conditions of the aforesaid Agreement shall remain in full
force and effect.
IN WITNESS HEREOF, the parties have executed this amendment on the 9th day of
July, 1997.
ATTEST CENTURY NATIONAL BANK (the Bank")
/s/ Kerry King By: /s/ John R. Cope
Vice Chairman
/s/ F. Kathryn Roberts /s/ Joseph S. Bracewell
Witness Joseph S. Bracewell ("Director")
<PAGE>
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1991, between CENTURY NATIONAL BANK ("Bank"), CENTURY BANCSHARES, INC.
("Company"), and KAREN D. SHAW ("Director").
WITNESSETH
WHEREAS, the Bank and the Company recognize that the competent and
faithful efforts of the Director on behalf of the Bank and the Company have
contributed significantly to the success and growth of the Bank and the Company;
and
WHEREAS, the Bank and the Company value the efforts, abilities and
accomplishments of the Director and recognize that the Director's continued
service is expected to contribute to the Bank's and the Company's continued
growth and success in the future; and
WHEREAS, the Bank and the Company desire to compensate the Director as
set forth below, if elected to serve on the Board of the Directors of the Bank
and/or the Company ("Board"); and
WHEREAS, the Director wishes to defer current director's fees under a
deferred compensation agreement with the Bank and the Company pursuant to which
(a) the Director will be entitled to receive a retirement benefit for a
specified period after the Director retires from the Board or the Director's
term of service on the Board ends, and/or (b) the Director's family would be
entitled to such benefits from and after the Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank and the Company shall pay such retirement benefits to the
Director after retirement or to the Director's family after the Director's
death;
NOW, THEREFORE, it is mutually agreed as follows:
1. Deferral of Fees. Subject to the terms and conditions of the
Agreement, the Bank, the Company and the Director agree to defer payment of fees
of which the Director would otherwise be entitled to be paid ("Deferred Fees"),
for a period of up to five years from the date thereof.
2. Retirement Benefit: The Bank and the Company agree to pay the
Director the total sum of $349,126.20 payable in monthly installments of
$1,939.59 for 180 consecutive months, commencing on the first day of the month
following the Director's 65 birthday ("Retirement Date"). Payments to the
Director will terminate when all such payments have been made or at the time of
the Director's death, whichever occurs first.
3. Death Of Director Before Retirement Date: In the event the Director
should die before the Retirement Date, the Bank and the Company agree to pay the
total sum of $229,125.60 payable in monthly installments of $1,272.92 for 180
consecutive months, commencing on the first day of the month following the date
of the Director's death, to the Director's then living Beneficiary designated in
writing to the Bank, if any, for the life of said Beneficiary; if none, then to
the Director's then living spouse, if any, for the life of said spouse; if none,
or from and after the death of said spouse, then to the then living descendants
of the Director, if any, in equal shares, per stirpes, for their joint and
survivor lives; and if none, or after their respective joint and survivor lives,
any balance thereof in one lump sum to the estate of the Director.
4. Death Of Director After Retirement Date: If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "2", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "2" (as reduced by the provisions of paragraph "6" if
applicable) has been paid. If the Director fails to designate a Beneficiary in
writing to the Bank, the remaining monthly installments after the time of the
Director's death shall be paid to the legal representative of the estate of the
Director.
5. Early Retirement. If the Director, for any reason other than death
of the Director or change of control of the Company or the Bank, fails to serve
on the Board of Directors of both the Company and the Bank for five consecutive
years, the Director will receive monthly compensation (or the Director's
Beneficiary will received a monthly benefit) which is reduced proportionately
based on the number of full months served in relation to the required service of
60 months. For example, if the Director served only 30 months on the Board, the
Director would be entitled to 30/60 or 50% of the monthly compensation stated in
paragraph "2." Similarly, in the above example, if the Director died after
leaving the Board but before the Retirement Date, the Director's Beneficiary
would be entitled to 30/60 or 50% of the monthly benefit stated in paragraph
"3". In determining consecutive years of service, beginning January 1, 1992, no
year shall be counted in which the Director fails to attend at least two-thirds
of the regularly scheduled meetings of the Board of Directors, except pursuant
to the circumstances set forth in paragraph "6" below. In the event that there
is a change of control of the bank or the company while the Director is serving
on the board, there shall be no reduction in compensation or benefits on account
of the provisions of this paragraph, except for any reduction resulting from the
Director's failure to fulfill the attendance requirement prior to the time the
change of control takes place.
6. Interruption of Service: The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank and/or the Company for reasons
of professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the board
following such interruption.
7. Prohibited Payment: The obligation of the Bank and the Company, and
their successors and assigns, to make payments pursuant to this Agreement shall
be reduced or eliminated to the extent required (i) to comply with regulations
or orders issued pursuant to Section 18(k)(1) of the Federal Deposit Insurance
Act, (ii) by any other law, rule, or regulation which is binding on the Company
or the Bank or (iii) by direction or instruction from a federal regulatory
authority.
8. Suicide: No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
9. Status of Agreement: This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
constitute an agreement by the Bank, the Company, the shareholders of the Bank
and the Company, to nominate or elect the Director as a director in the future
or restrict the right of the shareholders of the Bank or the Company to remove
the Director in accordance with the Bank's and the Company's charter and
by-laws. The Director retains the right to resign from the Board of Directors or
to decline to stand for reelection.
10. Assignment of Rights: Except as provided in this Agreement, none of
the rights to benefits under this Agreement are assignable by the Director or
any Beneficiary or designee of the Director and any attempt to sell, transfer,
assign, pledge, encumber or change the Director's right to receive compensation
shall be void.
11. Status of Director's Rights: The rights granted to the Director or
any designee or Beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Funding Vehicles: If the Bank and the Company shall acquire an
insurance policy or any other asset in connection with the liabilities assumed
by it hereunder, it is expressly understood and agreed that neither the Director
nor any Beneficiary shall have any right with respect to, or claim against, such
policy or other asset. Such policy or asset shall be and remain a general,
unpledged, unrestricted asset of the Bank or the Company and shall not be deemed
to be held under any trust for the benefit of the Director or any Beneficiary or
to be held in any way as collateral security for the fulfilling of the
obligations of the Bank under this Agreement, except as expressly provided by
the terms of such policy or other asset.
13. Governing Law: This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the District of Columbia
(excluding the choice of law rules thereof).
14. Amendment; Modification; Waiver: No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the Director, the Bank and the Company. No delay or failure at
any time on the part of the Bank and the Company in exercising any right, power
or privilege under this Agreement, or in enforcing any provision of this
Agreement, shall impair any such right, power or privilege, or be construed as a
waiver of any default or as any acquiescence therein, or shall affect the right
of the Bank and the Company thereafter to enforce each and every provision of
this Agreement in accordance with its terms.
15. Binding Effect: This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank and
the Company, and the heirs and legal representatives of the Director. Any
successor of the Bank and the Company shall be deemed substituted for the Bank
and the Company under the terms of this Agreement. As used herein, the term
"successor" shall include any person, corporation or other business entity which
at any time, whether by merger, purchase or otherwise, acquires all or
substantially all of the stock, assets or business of the Bank and/or the
Company.
<PAGE>
IN WITNESS HEREOF, the parties have signed this Agreement effective as
of the day and year above written.
ATTEST CENTURY BANCSHARES, Inc. ("Company")
/s/ William C. Oldaker BY /s/ Joseph S. Bracewell
President
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ William C. Oldaker BY /s/ Thomas B. Hoppin
President
/s/ A. Rudi BY /s/ Karen D. Shaw
WITNESS KAREN D. SHAW ("Director")
<PAGE>
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1991, between CENTURY NATIONAL BANK ("Bank"), CENTURY BANCSHARES, INC.
("Company"), and MICHAEL E. KOSSAK ("Director").
WITNESSETH
WHEREAS, the Bank and the Company recognize that the competent and
faithful efforts of the Director on behalf of the Bank and the Company have
contributed significantly to the success and growth of the Bank and the Company;
and
WHEREAS, the Bank and the Company value the efforts, abilities and
accomplishments of the Director and recognize that the Director's continued
service is expected to contribute to the Bank's and the Company's continued
growth and success in the future; and
WHEREAS, the Bank and the Company desire to compensate the Director as
set forth below, if elected to serve on the Board of the Directors of the Bank
and/or the Company ("Board"); and
WHEREAS, the Director wishes to defer current director's fees under a
deferred compensation agreement with the Bank and the Company pursuant to which
(a) the Director will be entitled to receive a retirement benefit for a
specified period after the Director retires from the Board or the Director's
term of service on the Board ends, and/or (b) the Director's family would be
entitled to such benefits from and after the Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank and the Company shall pay such retirement benefits to the
Director after retirement or to the Director's family after the Director's
death;
NOW, THEREFORE, it is mutually agreed as follows:
1. Deferral of Fees. Subject to the terms and conditions of the
Agreement, the Bank, the Company and the Director agree to defer payment of fees
of which the Director would otherwise be entitled to be paid ("Deferred Fees"),
for a period of up to five years from the date thereof.
2. Retirement Benefit: The Bank and the Company agree to pay the
Director the total sum of $203,040.00 payable in monthly installments of
$1,128.00 for 180 consecutive months, commencing on the first day of the month
following the Director's 65th birthday ("Retirement Date"). Payments to the
Director will terminate when all such payments have been made or at the time of
the Director's death, whichever occurs first.
3. Death Of Director Before Retirement Date: In the event the Director
should die before the Retirement Date, the Bank and the Company agree to pay the
total sum of $135,030.60 payable in monthly installments of $750.17 for 180
consecutive months, commencing on the first day of the month following the date
of the Director's death, to the Director's then living Beneficiary designated in
writing to the Bank, if any, for the life of said Beneficiary; if none, then to
the Director's then living spouse, if any, for the life of said spouse; if none,
or from and after the death of said spouse, then to the then living descendants
of the Director, if any, in equal shares, per stirpes, for their joint and
survivor lives; and if none, or after their respective joint and survivor lives,
any balance thereof in one lump sum to the estate of the Director.
4. Death Of Director After Retirement Date: If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "2", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "2" (as reduced by the provisions of paragraph "6" if
applicable) has been paid. If the Director fails to designate a Beneficiary in
writing to the Bank, the remaining monthly installments after the time of the
Director's death shall be paid to the legal representative of the estate of the
Director.
5. Early Retirement. If the Director, for any reason other than death
of the Director or change of control of the Company or the Bank, fails to serve
on the Board of Directors of both the Company and the Bank for five consecutive
years, the Director will receive monthly compensation (or the Director's
Beneficiary will received a monthly benefit) which is reduced proportionately
based on the number of full months served in relation to the required service of
60 months. For example, if the Director served only 30 months on the Board, the
Director would be entitled to 30/60 or 50% of the monthly compensation stated in
paragraph "2." Similarly, in the above example, if the Director died after
leaving the Board but before the Retirement Date, the Director's Beneficiary
would be entitled to 30/60 or 50% of the monthly benefit stated in paragraph
"3". In determining consecutive years of service, beginning January 1, 1992, no
year shall be counted in which the Director fails to attend at least two-thirds
of the regularly scheduled meetings of the Board of Directors, except pursuant
to the circumstances set forth in paragraph "6" below. In the event that there
is a change of control of the bank or the company while the Director is serving
on the board, there shall be no reduction in compensation or benefits on account
of the provisions of this paragraph, except for any reduction resulting from the
Director's failure to fulfill the attendance requirement prior to the time the
change of control takes place.
6. Interruption of Service: The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank and/or the Company for reasons
of professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the board
following such interruption.
7. Prohibited Payment: The obligation of the Bank and the Company, and
their successors and assigns, to make payments pursuant to this Agreement shall
be reduced or eliminated to the extent required (i) to comply with regulations
or orders issued pursuant to Section 18(k)(1) of the Federal Deposit Insurance
Act, (ii) by any other law, rule, or regulation which is binding on the Company
or the Bank or (iii) by direction or instruction from a federal regulatory
authority.
8. Suicide: No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
9. Status of Agreement: This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
constitute an agreement by the Bank, the Company, the shareholders of the Bank
and the Company, to nominate or elect the Director as a director in the future
or restrict the right of the shareholders of the Bank or the Company to remove
the Director in accordance with the Bank's and the Company's charter and
by-laws. The Director retains the right to resign from the Board of Directors or
to decline to stand for reelection.
10. Assignment of Rights: Except as provided in this Agreement, none of
the rights to benefits under this Agreement are assignable by the Director or
any Beneficiary or designee of the Director and any attempt to sell, transfer,
assign, pledge, encumber or change the Director's right to receive compensation
shall be void.
11. Status of Director's Rights: The rights granted to the Director or
any designee or Beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Funding Vehicles: If the Bank and the Company shall acquire an
insurance policy or any other asset in connection with the liabilities assumed
by it hereunder, it is expressly understood and agreed that neither the Director
nor any Beneficiary shall have any right with respect to, or claim against, such
policy or other asset. Such policy or asset shall be and remain a general,
unpledged, unrestricted asset of the Bank or the Company and shall not be deemed
to be held under any trust for the benefit of the Director or any Beneficiary or
to be held in any way as collateral security for the fulfilling of the
obligations of the Bank under this Agreement, except as expressly provided by
the terms of such policy or other asset.
13. Governing Law: This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the District of Columbia
(excluding the choice of law rules thereof).
14. Amendment; Modification; Waiver: No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the Director, the Bank and the Company. No delay or failure at
any time on the part of the Bank and the Company in exercising any right, power
or privilege under this Agreement, or in enforcing any provision of this
Agreement, shall impair any such right, power or privilege, or be construed as a
waiver of any default or as any acquiescence therein, or shall affect the right
of the Bank and the Company thereafter to enforce each and every provision of
this Agreement in accordance with its terms.
15. Binding Effect: This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank and
the Company, and the heirs and legal representatives of the Director. Any
successor of the Bank and the Company shall be deemed substituted for the Bank
and the Company under the terms of this Agreement. As used herein, the term
"successor" shall include any person, corporation or other business entity which
at any time, whether by merger, purchase or otherwise, acquires all or
substantially all of the stock, assets or business of the Bank and/or the
Company.
IN WITNESS HEREOF, the parties have signed this Agreement effective as
of the day and year above written.
ATTEST CENTURY BANCSHARES, Inc. ("Company")
/s/ William C. Oldaker BY /s/ Joseph S. Bracewell
Chairman of the Board
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ William C. Oldaker BY /s/ Thomas B. Hoppin
President
/s/ Karen J. Aiken BY /s/ Michael E. Kossak
WITNESS MICHAEL E. KOSSAK ("Director")
<PAGE>
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1996 between CENTURY NATIONAL BANK (herein referred to as the "Bank")
and Michael E. Kossak (herein referred to as the "Director").
WITNESSETH
WHEREAS, the Bank recognizes that the competent and faithful efforts of
the Director on behalf of the Bank have contributed significantly to the success
and growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that the Director's services are vital to its
continued growth and profits in the future; and
WHEREAS, the Bank desires to compensate the Director as set forth below
and to retain the Director's services for five years, if elected, to serve on
the Board of Directors of the Bank or the Bank's parent corporation, Century
Bancshares, Inc. (herein referred to as the "Company"); and,
WHEREAS, the Director wishes to defer current director's fees in favor
of entering into a deferred compensation agreement with the Bank pursuant to
which the Director will be entitled to receive compensation for a definite
period after the Director retires from the Board of Directors or the Director's
term of service on the Board ends; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to the Director after
retirement; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve on the Board of Directors of the Bank or the Company, if
elected;
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay the Director the total sum of
$162,151.20 payable in monthly installments of $900.84 per month for 180
consecutive months, commencing on the first day of the month following the
Director's 65th birthday (herein referred to as the "Retirement Date"). Payments
to the Director will terminate when all such payments have been made or at the
time of the Director's death, whichever occurs first.
2. Death Of Director After Retirement Date. If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
Beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
3. Early Retirement. If the Director, for any reason other than a
change of control of the Bank or the Company, fails to serve on the Board of
Directors for five consecutive years, the Director and/or Beneficiary will
receive compensation which is reduced proportionately based on the number of
full months served in relation to the required service of 60 months. For
example, if the Director serves only 36 months, the Director will be entitled to
36/60 or 60% of the compensation stated in paragraphs "1" and/or "2." In
determining consecutive years of service, no year shall be counted in which the
Director fails to attend at least two-thirds of the regularly scheduled meetings
of the Board of Directors, except pursuant to the circumstances set forth in
paragraph "6" below.
4. Change of Control. In the event that there is a change of control of
the Bank or the Company, any successor to the control of the Bank or the Company
shall be bound by the terms of this Agreement. Should the successor to the Bank
or the Company wish to remove any Director then serving on the Board, or should
such Director wish to resign as a Director with the successor to the Bank or the
Company, then such Director and/or Beneficiary will be entitled to receive the
compensation stated in paragraph "1", notwithstanding any reduction which might
otherwise be required pursuant to paragraph "3."
5. Status of Agreement. This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
restrict the right of the shareholders of the Bank or the Company to replace the
Director, or the right of the Director to resign from the Board of Directors or
decline to stand for re-election.
6. Interruption of Service. The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank or the Company for reasons of
professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the Board
following such interruption.
7. Obligation of Director. In consideration of the foregoing agreements
of the Bank and of the payments to be made by the Bank pursuant hereto, the
Director hereby agrees that so long as the Director serves on the Board of
Directors, the Director will not actively engage, either directly or indirectly,
in any business or other activity which is or may be deemed to be in any way
competitive with or adverse to the best interests of the business of the Bank or
the Company.
8. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any Beneficiary or designee of the
Director and any attempt to sell, transfer, assign, pledge, encumber or change
the Director's right to receive compensation shall be void.
9. Status of Director's Rights. The rights granted to the Director or
any designee or beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
10. Amendments. This Agreement may be amended only by a written
agreement signed by both parties.
11. Funding Vehicles. If the Bank shall acquire an insurance policy or
any other asset in connection with the liabilities assumed by it hereunder, it
is expressly understood and agreed that neither the Director nor any Beneficiary
shall have any right with respect to, or claim against, such policy or other
asset. Such policy or asset shall be and remain a general, unpledged,
unrestricted asset of the Bank and shall not be deemed to be held under any
trust for the benefit of the Director or any Beneficiary or to be held in any
way as collateral security for the fulfilling of the obligations of the Bank
under this Agreement, except as expressly provided by the terms of such policy
or other asset.
12. Governing Law. This Agreement shall be construed under and governed
by the laws of the District of Columbia.
13. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank, and
the heirs and legal representatives of the Director. Any successor of the Bank
shall be deemed substituted for the Bank under the terms of this Agreement. As
used herein, the term "successor" shall include any person, corporation or other
business entity which at any time, whether by merger, purchase or otherwise,
acquires all or substantially all of the stock, assets or business of the Bank.
IN WITNESS HEREOF, the parties have signed this Agreement effective as of the
day and year above written.
ATTEST CENTURY NATIONAL BANK
/s/ F. Kathryn Roberts BY /s/ Joseph S. Bracewell
President
/s/ Debra M. Johnson BY /s/ Michael E. Kossak
WITNESS Michael E. Kossak, the Director
<PAGE>
AMENDMENT TO DIRECTOR'S COMPENSATION AGREEMENT
("AGREEMENT") DATED January 1, 1996, BETWEEN
CENTURY NATIONAL BANK, AND Michael E. Kossak
Paragraphs 1 through 4 of the above referenced Agreement are hereby amended to
read in their entirety as follows:
2. a. Death Of Director Before Retirement Date. In the event the Director should
die before the Retirement Date, the Bank agrees to pay the total sum of $102,983
payable in monthly installments of $572.13 per month for 180 consecutive months,
commencing on the first day of the month following the date of the Director's
death, to the Director's then living Beneficiary designated in writing to the
Bank, if any, for the life of said Beneficiary; if none, then to the Director's
then living spouse, if any, for the life of said spouse; if none, or from and
after the death of said spouse, then to the then living children of the
Director, if any, in equal shares, for their joint and survivor lives; and if
none, or after their respective joint and survivor lives, any balance thereof in
one lump sum to the estate of the Director.
b. Death of Director After Retirement Date. If the Director dies after
the Retirement Date, but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installment will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
c. Suicide. No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
3. Early Retirement. If the Director, for any reason other than death of the
Director or Change of Control of the Bank or the Company, fails to serve on the
Board of Directors for five consecutive years, the Director and/or Beneficiary
will receive compensation which is reduced proportionately based on the number
of full months served in relation to the required service of 60 months. For
example, if the Director serves only 36 months, the Director will be entitled to
36/60 or 60% of the compensation stated in paragraph "1" and/or "2" above. In
determining consecutive years of service, no year shall be counted in which the
Director fails to attend at least two-thirds of the regularly scheduled meetings
of the Board of Directors, except pursuant to the circumstances set forth in
paragraph "6" below.
4. Change of Control. In the event that there is a Change of Control of the Bank
or the Company, as hereafter defined, any successor to the control of the Bank
or the Company shall be bound by the terms of this Agreement. Should the
successor to the Bank or the Company wish to remove any Director then serving on
the Board, or should such Director wish to resign as a Director with the
successor to the Bank or the Company, then such Director and/or Beneficiary will
be entitled to receive the compensation stated in paragraph "1" and/or "2",
irrespective of any reduction which might otherwise be required pursuant to
paragraph "3" above. For purposes of this Agreement, a "Change of Control" shall
mean the occurrence of one or more of the following: (a) a change in the
Company's or the Bank's status requiring prior notice to the Board of Governors
of the Federal Reserve System and/or the Office of the Comptroller of the
Currency pursuant to the Change in Bank Control Act, as amended, and regulations
promulgated thereunder, or (b) the acquisition by any person or group of persons
(as such terms are defined and used in Sections 3(a)(9) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended) of beneficial ownership (as defined
in Rule 13d-3 issued under that Act), directly or indirectly, of securities
representing more than fifty percent (50%) of the combined voting power of the
then outstanding voting securities of the Company or the Bank entitled to vote
generally in the election of directors ("Voting Securities"), or (c) individuals
who constitute a majority of the board of directors of the Company on the date
of this Agreement ("Incumbent Board") cease for any reason to constitute at
least a majority of that Board, provided that any person becoming a director
subsequent to the date of this Agreement whose election or whose nomination for
election by Company stockholders was approved by a majority vote of the
directors comprising the Incumbent Board shall be, for purposes of this
Agreement considered as though he or she will a member of the Incumbent Board;
or (d) a reorganization, merger, or consolidation with respect to which those
persons (as defined above) who were beneficial owners of the Voting Securities
of the Bank or of the Company immediately prior to such reorganization, merger,
or consolidation do not, following such reorganization, merger, or
consolidation, beneficially own, directly or indirectly, shares representing
more than 50% of the combined voting power of the Voting Securities of the
corporation resulting from such reorganization, merger, or consolidation; or (e)
a sale of all or of substantially all of the assets of the Bank or of the
Company.
All other terms and conditions of the aforesaid Agreement shall remain in full
force and effect.
<PAGE>
IN WITNESS HEREOF, the parties have executed this amendment on the 20 day of
June, 1997.
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ F. Kathryn Roberts By: /s/ Joseph S. Bracewell
President
/s/ Debra M. Johnson BY /s/ Michael E. Kossak
Witness Michael E. Kossak ("Director")
<PAGE>
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of March,
1992, between CENTURY NATIONAL BANK ("Bank"), CENTURY BANCSHARES, INC.
("Company"), and NEAL R. GROSS ("Director").
WITNESSETH
WHEREAS, the Bank and the Company recognize that the competent and
faithful efforts of the Director on behalf of the Bank and the Company have
contributed significantly to the success and growth of the Bank and the Company;
and
WHEREAS, the Bank and the Company value the efforts, abilities and
accomplishments of the Director and recognize that the Director's continued
service is expected to contribute to the Bank's and the Company's continued
growth and success in the future; and
WHEREAS, the Bank and the Company desire to compensate the Director as
set forth below, if elected to serve on the Board of the Directors of the Bank
and/or the Company ("Board"); and
WHEREAS, the Director wishes to defer current director's fees under a
deferred compensation agreement with the Bank and the Company pursuant to which
(a) the Director will be entitled to receive a retirement benefit for a
specified period after the Director retires from the Board or the Director's
term of service on the Board ends, and/or (b) the Director's family would be
entitled to such benefits from and after the Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank and the Company shall pay such retirement benefits to the
Director after retirement or to the Director's family after the Director's
death;
NOW, THEREFORE, it is mutually agreed as follows:
1. Deferral of Fees. Subject to the terms and conditions of the
Agreement, the Bank, the Company and the Director agree to defer payment of fees
of which the Director would otherwise be entitled to be paid ("Deferred Fees"),
for a period of up to five years from the date thereof.
2. Retirement Benefit: The Bank and the Company agree to pay the
Director the total sum of $145,425.60 payable in monthly installments of $807.92
for 180 consecutive months, commencing on the first day of the month following
the Director's 65th birthday ("Retirement Date"). Payments to the Director will
terminate when all such payments have been made or at the time of the Director's
death, whichever occurs first.
3. Death Of Director Before Retirement Date: In the event the Director
should die before the Retirement Date, the Bank and the Company agree to pay the
total sum of $113,011.20 payable in monthly installments of $627.84 for 180
consecutive months, commencing on the first day of the month following the date
of the Director's death, to the Director's then living Beneficiary designated in
writing to the Bank, if any, for the life of said Beneficiary; if none, then to
the Director's then living spouse, if any, for the life of said spouse; if none,
or from and after the death of said spouse, then to the then living descendants
of the Director, if any, in equal shares, per stirpes, for their joint and
survivor lives; and if none, or after their respective joint and survivor lives,
any balance thereof in one lump sum to the estate of the Director.
4. Death Of Director After Retirement Date: If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "2" the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "2" (as reduced by the provisions of paragraph "6" if
applicable) has been paid. If the Director fails to designate a Beneficiary in
writing to the Bank, the remaining monthly installments after the time of the
Director's death shall be paid to the legal representative of the estate of the
Director.
5. Early Retirement. If the Director, for any reason other than death
of the Director or change of control of the Company or the Bank, fails to serve
on the Board of Directors of both the Company and the Bank for five consecutive
years, the Director will receive monthly compensation (or the Director's
Beneficiary will receive a monthly benefit) which is reduced proportionately
based on the number of full months served in relation to the required service of
60 months. For example, if the Director served only 30 months on the Board, the
Director would be entitled to 30/60 or 50% of the monthly compensation stated in
paragraph "2". Similarly, in the above example, if the Director died after
leaving the Board but before the Retirement Date, the Director's Beneficiary
would be entitled to 30/60 or 50% of the monthly benefit stated in paragraph
"3". In determining consecutive years of service, beginning January 1, 1992, no
year shall be counted in which the Director fails to attend at least two-thirds
of the regularly scheduled meetings of the Board of Directors, except pursuant
to the circumstances set forth in paragraph "6" below. In the event that there
is a change of control of the bank or the company while the Director is serving
on the board, there shall be no reduction in compensation or benefits on account
of the provisions of this paragraph, except for any reduction resulting from the
Director's failure to fulfill the attendance requirement prior to the time the
change of control takes place.
6. Interruption of Service: The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank and/or the Company for reasons
of professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the board
following such interruption.
7. Prohibited Payment: The obligation of the Bank and the Company, and
their successors and assigns, to make payments pursuant to this Agreement shall
be reduced or eliminated to the extent required (i) to comply with regulations
or orders issued pursuant to Section 18(k)(1) of the Federal Deposit Insurance
Act, (ii) by any other law, rule, or regulation which is binding on the Company
or the Bank or (iii) by direction or instruction from a federal regulatory
authority.
8. Suicide: No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
9. Status of Agreement: This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
constitute an agreement by the Bank, the Company, the shareholders of the Bank
and the Company, to nominate or elect the Director as a director in the future
or restrict the right of the shareholders of the Bank or the Company to remove
the Director in accordance with the Bank's and the Company's charter and
by-laws. The Director retains the right to resign from the Board of Directors or
to decline to stand for reelection.
10. Assignment of Rights: Except as provided in this Agreement, none of
the rights to benefits under this Agreement are assignable by the Director or
any Beneficiary or designee of the Director and any attempt to sell, transfer,
assign, pledge, encumber or change the Director's right to receive compensation
shall be void.
11. Status of Director's Rights: The rights granted to the Director or
any designee or Beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Funding Vehicles: If the Bank and the Company shall acquire an
insurance policy or any other asset in connection with the liabilities assumed
by it hereunder, it is expressly understood and agreed that neither the Director
nor any Beneficiary shall have any right with respect to, or claim against, such
policy or other asset. Such policy or asset shall be and remain a general,
unpledged, unrestricted asset of the Bank or the Company and shall not be deemed
to be held under any trust for the benefit of the Director or any Beneficiary or
to be held in any way as collateral security for the fulfilling of the
obligations of the Bank under this Agreement, except as expressly provided by
the terms of such policy or other asset.
13. Governing Law: This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the District of Columbia
(excluding the choice of law rules thereof).
14. Amendment; Modification; Waiver: No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the Director, the Bank and the Company. No delay or failure at
any time on the part of the Bank or the Company in exercising any right, power
or privilege under this Agreement, or in enforcing any provision of this
Agreement, shall impair any such right, power or privilege, or be construed as a
waiver of any default or as any acquiescence therein, or shall affect the right
of the Bank and the Company thereafter to enforce each and every provision of
this Agreement in accordance with its term.
15. Binding Effect: This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank and
the Company, and the heirs and legal representatives of the Director. Any
successor of the Bank and the Company shall be deemed substituted for the Bank
and the Company under the terms of this Agreement. As used herein, the term
"successor" shall include any person, corporation or other business entity which
at any time, whether by merger, purchase or otherwise, acquires all or
substantially all of the stock, assets or business of the Bank and/or the
Company.
<PAGE>
IN WITNESS HEREOF, the parties have signed this Agreement effective as
of the day and year above written.
ATTEST CENTURY BANCSHARES, Inc. ("Company")
/s/ William C. Oldaker BY /s/ Joseph S. Bracewell
Chairman of the Board
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ William C. Oldaker BY /s/ Thomas B. Hoppin
President
/s/ V. Mark BY /s/ Neal R. Gross
WITNESS NEAL R. GROSS ("Director")
<PAGE>
AMENDMENT TO DIRECOR'S COMPENSATION AGREEMENT
("AGREEMENT") DATED January 1, 1996, BETWEEN
CENTURY NATIONAL BANK,
CENTURY BANCSHARES, INC., AND NEAL R. GROSS
To reflect an increase in director compensation and its effect upon the
calculation of the retirement benefit in the aforesaid Agreement, Paragraph 2 of
such Agreement is hereby amended to read in its entirety as follows:
2. Retirement Benefit: The Bank and the Company agree to
pay the Director the total sum of 152,697.60 payable in
monthly installments of $848.32 for 180 consecutive months,
commencing on the first day of the month following the
Director's 65th birthday ("Retirement Date"). Payments to
the Director will terminate when all such payments have been
made or at the time of the Director's death, whichever
occurs first.
All other terms and conditions of the aforesaid Director's Compensation
Agreement shall remain in full force and effect.
IN WITNESS HEREOF, the parties have executed this amendment effective as of the
1st day of January, 1996.
ATTEST CENTURY BANCSHARES, INC. ("Company")
/s/ F. Kathryn Roberts By: /s/ Joseph S. Bracewell
President
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ F. Kathryn Roberts By: /s/ Thomas B. Hoppin
President
/s/ Jan A. Man /s/ Neal R. Gross
Witness Neal R. Gross
<PAGE>
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1997, between CENTURY NATIONAL BANK (herein referred to as the "Bank")
and Neal R. Gross (herein referred to as the "Director").
WITNESSETH
WHEREAS, the Bank recognizes that the competent and faithful efforts of
the Director on behalf of the Bank have contributed significantly to the success
and growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that the Director's services are vital to its
continued growth and profits in the future; and
WHEREAS, the Bank desires to compensate the Director as set forth below
and to retain the Director's services for five years, if elected, to serve on
the Boards of Directors of the Bank and the Bank's parent corporation, Century
Bancshares, Inc. (herein referred to as the "Company"); and,
WHEREAS, the Director wishes to defer current director's fees in favor
of entering into a deferred compensation agreement with the Bank pursuant to
which (a) the Director will be entitled to receive compensation for a definite
period after the Director retires from the Board of Directors or the Director's
term of service on the Boards ends, and/or (b) the Director's family or other
beneficiaries will be entitled to such compensation from and after the
Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to the Director after
retirement or to the Director's family and/or other beneficiaries after the
Director's death ; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve on the Boards of Directors of the Bank and the Company, if
elected;
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay the Director the total sum of
$177,044 payable in monthly installments of $983.58 per month for 180
consecutive months, commencing on the first day of the month following the
Director's 65th birthday (herein referred to as the "Retirement Date"). Payments
to the Director will terminate when all such payments have been made or at the
time of the Director's death, whichever occurs first.
2. Death Of Director Before Retirement Date. In the event the Director
should die before the Retirement Date, the Bank agrees to pay the total sum of
$112,827 payable in monthly installments of $854.75 per month for 132
consecutive months, commencing on the first day of the month following the
date of the Director's death, to the Director's then living Beneficiary
designated in writing to the Bank, if any, for the life of said Beneficiary;
if none, then to the Director's then living spouse, if any, for the life of
said spouse, if none, or from and after the death of said spouse, then to the
then living children of the Director, if any, in equal shares, for their joint
and survivor lives; and if none, or after their respective joint and survivor
lives, any balance thereof in one lump sum to the estate of the Directors.
3. Death of Director After Retirement Date. If the Director dies after
the Retirement Date, but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installment will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
4. Early Retirement. If the Director, for any reason other than death
of the Director or Change of Control of the Company or the Bank, fails to serve
on the Boards of Directors of both the company and the Bank for five consecutive
years, the Director will receive compensation which is reduced proportionately
based on the number of Boards on which the Director served and the number of
full months served in relation to the required service of 60 months. For
purposes of this calculation, any month during which the Director served on both
Boards would count as a full month and any month during which the Director
served on either Board (but not both) would count as three-fourths of a month.
For example, if the Director served only 12 months on both Boards, then 24
months on one Board, and then ceased to serve on either board, the director
would be entitled to compensation based on the equivalent of 30 full months of
service (100% of 12 months plus 75% of 24 months). In such example, the Director
would be entitled to 30/60 or 50% of the compensation stated in paragraph "1"
and/or "2" above. In determining consecutive years of service, no year shall be
counted in which the Director fails to attend at least two-thirds of the
regularly scheduled meetings of the boards of Directors, except pursuant to the
circumstances set forth in paragraph "8" below.
5. Change of Control. In the event that there is a Change of Control of
the Bank or the Company, as hereinafter defined, any successor to the control of
the Bank or the Company shall be bound by the terms of this Agreement. Should
the successor to the Bank or the Company wish to remove any Director then
serving on the Board, or should such Director wish to resign as a Director with
the successor to the Bank or the Company, then such Director and/or Beneficiary
will be entitled to receive the compensation stated in paragraphs "1", "2",
and/or "3", irrespective of any reduction which might otherwise be required
pursuant to paragraph "4" above. For purposes of this Agreement, a "Change of
Control" shall mean the occurrence of one or more of the following: (a) a change
in the Company's or the Bank's status requiring prior notice to the Board of
Governors of the Federal Reserve System and/or the Office of the Comptroller of
the Currency pursuant to the Change in Bank Control Act, as amended, and
regulations promulgated thereunder, or (b) the acquisition by any person or
group of persons (as such terms are defined and used in Sections 3(a)(9) and
14(d)(2) of the Securities Exchange Act of 1934, as amended) of beneficial
ownership (as defined in Rule 13d-3 issued under that Act), directly or
indirectly, of securities representing more than fifty percent (50%) of the
combined voting power of the then outstanding voting securities of the Company
or the Bank entitled to vote generally in the election of directors ("Voting
Securities"), or (c) individuals who constitute a majority of the board of
directors of the Company on the date of this Agreement ("Incumbent Board") cease
for any reason to constitute at least a majority of that Board, provided that
any person becoming a director subsequent to the date of this Agreement whose
election or whose nomination for election by Company stockholders was approved
by a majority vote of the directors comprising the Incumbent Board shall be, for
purposes of this Agreement considered as though he or she were a member of the
Incumbent Board; or (d) a reorganization, merger, or consolidation with respect
to which those persons (as defined above) who were beneficial owners of the
Voting Securities of the Bank or of the Company immediately prior to such
reorganization, merger, or consolidation do not, following such reorganization,
merger, or consolidation, beneficially own, directly or indirectly, shares
representing more than 50% of the combined voting power of the Voting Securities
of the corporation resulting from such reorganization, merger, or consolidation;
or (e) a sale of all or of substantially all of the assets of the Bank or of the
Company.
6. Suicide. No payment will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
7. Status of Agreement. This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
restrict the right of the shareholders of the Bank or the Company to replace the
Director, or the right of the Director to resign from the Board of Directors or
decline to stand for re-election.
8. Interruption of Service. The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank or the Company for reasons of
professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the Board
following such interruption.
9. Obligation of Director. In consideration of the foregoing agreements
of the Bank and of the payments to be made by the Bank pursuant hereto, the
Director hereby agrees that so long as the Director serves on the Board of
Directors, the Director will not actively engage, either directly or indirectly,
in any business or other activity which is or may be deemed to be in any way
competitive with or adverse to the best interests of the business of the Bank or
the Company.
10. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any Beneficiary or designee of the
Director and any attempt to sell, transfer, assign, pledge, encumber or change
the Director's right to receive compensation shall be void.
11. Status of Director's Rights. The rights granted to the Director or
any designee or beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Amendments. This Agreement may be amended only by a written
agreement signed by both parties.
13. Funding Vehicles. If the Bank shall acquire an insurance policy or
any other asset in connection with the liabilities assumed by it hereunder, it
is expressly understood and agreed that neither the Director nor any Beneficiary
shall have any right with respect to, or claim against, such policy or other
asset. Such policy or asset shall be and remain a general, unpledged,
unrestricted asset of the Bank and shall not be deemed to be held under any
trust for the benefit of the Director or any Beneficiary or to be held in any
way as collateral security for the fulfilling of the obligations of the Bank
under this Agreement, except as expressly provided by the terms of such policy
or other asset.
14. Governing Law. This Agreement shall be construed under and governed
by the laws of the District of Columbia.
15. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank, and
the heirs and legal representatives of the Director. Any successor of the Bank
shall be deemed substituted for the Bank under the terms of this Agreement. As
used herein, the term "successor" shall include any person, corporation or other
business entity which at any time, whether by merger, purchase or otherwise,
acquires all or substantially all of the stock, assets or business of the Bank.
IN WITNESS HEREOF, the parties have signed this Agreement effective as of the
day and year above written.
ATTEST CENTURY NATIONAL BANK
/s/ F. Kathryn Roberts BY /s/ Joseph S. Bracewell
President
/s/ BY /s/ Neal R. Gross
WITNESS Neal R. Gross, the Director
<PAGE>
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1991, between CENTURY NATIONAL BANK ("Bank"), CENTURY BANCSHARES, INC.
("Company"), and ROGER C. JOHNSON ("Director").
WITNESSETH
WHEREAS, the Bank and the Company recognize that the competent and
faithful efforts of the Director on behalf of the Bank and the Company have
contributed significantly to the success and growth of the Bank and the Company;
and
WHEREAS, the Bank and the Company value the efforts, abilities and
accomplishments of the Director and recognize that the Director's continued
service is expected to contribute to the Bank's and the Company's continued
growth and success in the future; and
WHEREAS, the Bank and the Company desire to compensate the Director as
set forth below, if elected to serve on the Board of the Directors of the Bank
and/or the Company ("Board"); and
WHEREAS, the Director wishes to defer current director's fees under a
deferred compensation agreement with the Bank and the Company pursuant to which
(a) the Director will be entitled to receive a retirement benefit for a
specified period after the Director retires from the Board or the Director's
term of service on the Board ends, and/or (b) the Director's family would be
entitled to such benefits from and after the Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank and the Company shall pay such retirement benefits to the
Director after retirement or to the Director's family after the Director's
death;
NOW, THEREFORE, it is mutually agreed as follows:
1. Deferral of Fees. Subject to the terms and conditions of the
Agreement, the Bank, the Company and the Director agree to defer payment of fees
of which the Director would otherwise be entitled to be paid ("Deferred Fees"),
for a period of up to five years from the date thereof.
2. Retirement Benefit: The Bank and the Company agree to pay the
Director the total sum of $300,256.20 payable in monthly installments of
$1,668.09 for 180 consecutive months, commencing on the first day of the month
following the Director's 65th birthday ("Retirement Date"). Payments to the
Director will terminate when all such payments have been made or at the time of
the Director's death, whichever occurs first.
3. Death Of Director Before Retirement Date: In the event the Director
should die before the Retirement Date, the Bank and the Company agree to pay the
total sum of $179,955 payable in monthly installments of $999.75 for 180
consecutive months, commencing on the first day of the month following the date
of the Director's death, to the Director's then living Beneficiary designated in
writing to the Bank, if any, for the life of said Beneficiary; if none, then to
the Director's then living spouse, if any, for the life of said spouse; if none,
or from and after the death of said spouse, then to the then living descendants
of the Director, if any, in equal shares, per stirpes, for their joint and
survivor lives; and if none, or after their respective joint and survivor lives,
any balance thereof in one lump sum to the estate of the Director.
4. Death Of Director After Retirement Date: If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "2", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "2" (as reduced by the provisions of paragraph "6" if
applicable) has been paid. If the Director fails to designate a Beneficiary in
writing to the Bank, the remaining monthly installments after the time of the
Director's death shall be paid to the legal representative of the estate of the
Director.
5. Early Retirement. If the Director, for any reason other than death
of the Director or change of control of the Company or the Bank, fails to serve
on the Board of Directors of both the Company and the Bank for five consecutive
years, the Director will receive monthly compensation (or the Director's
Beneficiary will received a monthly benefit) which is reduced proportionately
based on the number of full months served in relation to the required service of
60 months. For example, if the Director served only 30 months on the Board, the
Director would be entitled to 30/60 or 50% of the monthly compensation stated in
paragraph "2." Similarly, in the above example, if the Director died after
leaving the Board but before the Retirement Date, the Director's Beneficiary
would be entitled to 30/60 or 50% of the monthly benefit stated in paragraph
"3". In determining consecutive years of service, beginning January 1, 1992, no
year shall be counted in which the Director fails to attend at least two-thirds
of the regularly scheduled meetings of the Board of Directors, except pursuant
to the circumstances set forth in paragraph "6" below. In the event that there
is a change of control of the bank or the company while the Director is serving
on the board, there shall be no reduction in compensation or benefits on account
of the provisions of this paragraph, except for any reduction resulting from the
Director's failure to fulfill the attendance requirement prior to the time the
change of control takes place.
6. Interruption of Service: The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank and/or the Company for reasons
of professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the board
following such interruption.
7. Prohibited Payment: The obligation of the Bank and the Company, and
their successors and assigns, to make payments pursuant to this Agreement shall
be reduced or eliminated to the extent required (i) to comply with regulations
or orders issued pursuant to Section 18(k)(1) of the Federal Deposit Insurance
Act, (ii) by any other law, rule, or regulation which is binding on the Company
or the Bank or (iii) by direction or instruction from a federal regulatory
authority.
8. Suicide: No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
9. Status of Agreement: This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
constitute an agreement by the Bank, the Company, the shareholders of the Bank
and the Company, to nominate or elect the Director as a director in the future
or restrict the right of the shareholders of the Bank or the Company to remove
the Director in accordance with the Bank's and the Company's charter and
by-laws. The Director retains the right to resign from the Board of Directors or
to decline to stand for reelection.
10. Assignment of Rights: Except as provided in this Agreement, none of
the rights to benefits under this Agreement are assignable by the Director or
any Beneficiary or designee of the Director and any attempt to sell, transfer,
assign, pledge, encumber or change the Director's right to receive compensation
shall be void.
11. Status of Director's Rights: The rights granted to the Director or
any designee or Beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Funding Vehicles: If the Bank and the Company shall acquire an
insurance policy or any other asset in connection with the liabilities assumed
by it hereunder, it is expressly understood and agreed that neither the Director
nor any Beneficiary shall have any right with respect to, or claim against, such
policy or other asset. Such policy or asset shall be and remain a general,
unpledged, unrestricted asset of the Bank or the Company and shall not be deemed
to be held under any trust for the benefit of the Director or any Beneficiary or
to be held in any way as collateral security for the fulfilling of the
obligations of the Bank under this Agreement, except as expressly provided by
the terms of such policy or other asset.
13. Governing Law: This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the District of Columbia
(excluding the choice of law rules thereof).
14. Amendment; Modification; Waiver: No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the Director, the Bank and the Company. No delay or failure at
any time on the part of the Bank and the Company in exercising any right, power
or privilege under this Agreement, or in enforcing any provision of this
Agreement, shall impair any such right, power or privilege, or be construed as a
waiver of any default or as any acquiescence therein, or shall affect the right
of the Bank and the Company thereafter to enforce each and every provision of
this Agreement in accordance with its terms.
15. Binding Effect: This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank and
the Company, and the heirs and legal representatives of the Director. Any
successor of the Bank and the Company shall be deemed substituted for the Bank
and the Company under the terms of this Agreement. As used herein, the term
"successor" shall include any person, corporation or other business entity which
at any time, whether by merger, purchase or otherwise, acquires all or
substantially all of the stock, assets or business of the Bank and/or the
Company.
<PAGE>
IN WITNESS HEREOF, the parties have signed this Agreement effective as
of the day and year above written.
ATTEST CENTURY BANCSHARES, Inc. ("Company")
/s/ William S. Oldaker BY /s/ Joseph S. Bracewell
Chairman of the Board
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ William S. Oldaker BY /s/ Thomas B. Hoppin
President
/s/ Elizabeth O. Berry BY /s/ Roger C. Johnson
WITNESS ROGER C. JOHNSON ("Director")
<PAGE>
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1996 between CENTURY NATIONAL BANK (herein referred to as the "Bank")
and Roger C. Johnson (herein referred to as the "Director").
WITNESSETH
WHEREAS, the Bank recognizes that the competent and faithful efforts of
the Director on behalf of the Bank have contributed significantly to the success
and growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that the Director's services are vital to its
continued growth and profits in the future; and
WHEREAS, the Bank desires to compensate the Director as set forth below
and to retain the Director's services for five years, if elected, to serve on
the Board of Directors of the Bank or the Bank's parent corporation, Century
Bancshares, Inc. (herein referred to as the "Company"); and,
WHEREAS, the Director wishes to defer current director's fees in favor
of entering into a deferred compensation agreement with the Bank pursuant to
which (a) the Director will be entitled to receive compensation for a definite
period after the Director retires from the Board of Directors or the Director's
term of service on the Board ends, and/or (b) the Director's family or other
beneficiaries will be entitled to such compensation from and after the
Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to the Director after
retirement or to the Director's family or other beneficiaries after the
Director's death; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve on the Board of Directors of the Bank or the Company, if
elected;
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay the Director the total sum of
$215,026.20 payable in monthly installments of $1,194.59 per month for 180
consecutive months, commencing on the first day of the month following the
Director's 65th birthday (herein referred to as the "Retirement Date"). Payments
to the Director will terminate when all such payments have been made or at the
time of the Director's death, whichever occurs first.
2. Death Of Director After Retirement Date. If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
Beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
3. Early Retirement. If the Director, for any reason other than a
change of control of the Bank or the Company, fails to serve on the Board of
Directors for five consecutive years, the Director and/or Beneficiary will
receive compensation which is reduced proportionately based on the number of
full months served in relation to the required service of 60 months. For
example, if the Director serves only 36 months, the Director will be entitled to
36/60 or 60% of the compensation stated in paragraph "1". In determining
consecutive years of service, no year shall be counted in which the Director
fails to attend at least two-thirds of the regularly scheduled meetings of the
Board of Directors, except pursuant to the circumstances set forth in paragraph
"6 below.
4. Change of Control. In the event that there is a change of control of
the Bank or the Company, any successor to the control of the Bank or the Company
shall be bound by the terms of this Agreement. Should the successor to the Bank
or the Company wish to remove any Director then serving on the Board, or should
such Director wish to resign as a Director with the successor to the Bank or the
Company, then such Director and/or Beneficiary will be entitled to receive the
compensation stated in paragraphs "1", irrespective of any reduction which might
otherwise be required pursuant to paragraph "3."
5 Status of Agreement. This Agreement does not constitute a contract of
employment between the parties, nor shall any provision of this Agreement
restrict the right of the shareholders of the Bank or the Company to replace the
Director, or the right of the Director to resign from the Board of Directors or
decline to stand for re-election.
6. Interruption of Service. The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank or the Company for reasons of
professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the Board
following such interruption.
7. Obligation of Director. In consideration of the foregoing agreements
of the Bank and of the payments to be made by the Bank pursuant hereto, the
Director hereby agrees that so long as the Director serves on the Board of
Directors, the Director will not actively engage, either directly or indirectly,
in any business or other activity which is or may be deemed to be in any way
competitive with or adverse to the best interests of the business of the Bank or
the Company.
8. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any Beneficiary or designee of the
Director and any attempt to sell, transfer, assign, pledge, encumber or change
the Director's right to receive compensation shall be void.
9. Status of Director's Rights. The rights granted to the Director or
any designee or beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
10. Amendments. This Agreement may be amended only by a written
agreement signed by both parties.
11. Funding Vehicles. If the Bank shall acquire an insurance policy or
any other asset in connection with the liabilities assumed by it hereunder, it
is expressly understood and agreed that neither the Director nor any Beneficiary
shall have any right with respect to, or claim against, such policy or other
asset. Such policy or asset shall be and remain a general, unpledged,
unrestricted asset of the Bank and shall not be deemed to be held under any
trust for the benefit of the Director or any Beneficiary or to be held in any
way as collateral security for the fulfilling of the obligations of the Bank
under this Agreement, except as expressly provided by the terms of such policy
or other asset.
12 Governing Law. This Agreement shall be construed under and governed by
the laws of the District of Columbia.
13. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, the successors and assigns of the Bank, and the
heirs and legal representatives of the Director. Any successor of the Bank shall
be deemed substituted for the Bank under the terms of this Agreement. As used
herein, the term "successor" shall include any person, corporation or other
business entity which at any time, whether by merger, purchase or otherwise,
acquires all or substantially all of the stock, assets or business of the Bank.
IN WITNESS HEREOF, the parties have signed this Agreement effective as of
the day and year above written.
ATTEST CENTURY NATIONAL BANK
/s/ F. Kathryn Roberts BY /s/ Joseph S. Bracewell
President
/s/ Leslie Ivers BY /s/ Roger C. Johnson
WITNESS Roger C. Johnson, the Director
<PAGE>
AMENDMENT TO DIRECTOR'S COMPENSATION AGREEMENT
("AGREEMENT") DATED January 1, 1996, BETWEEN
CENTURY NATIONAL BANK, AND Roger C. Johnson
Paragraphs 2 through 4 of the above referenced Agreement are hereby amended to
read in their entirety as follows:
2. a. Death Of Director Before Retirement Date. In the event the Director should
die before the Retirement Date, the Bank agrees to pay the total sum of $137,452
payable in monthly installments of $763.62 per month for 180 consecutive months,
commencing on the first day of the month following the date of the Director's
death, to the Director's then living Beneficiary designated in writing to the
Bank, if any, for the life of said Beneficiary; if none, then to the Director's
then living spouse, if any, for the life of said spouse; if none, or from and
after the death of said spouse, then to the then living children of the
Director, if any, in equal shares, for their joint and survivor lives; and if
none, or after their respective joint and survivor lives, any balance thereof in
one lump sum to the estate of the Director.
b. Death of Director After Retirement Date. If the Director dies after
the Retirement Date, but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installment will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
c. Suicide. No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
3. Early Retirement. If the Director, for any reason other than death of the
Director or Change of Control of the Bank or the Company, fails to serve on the
Board of Directors for five consecutive years, the Director and/or Beneficiary
will receive compensation which is reduced proportionately based on the number
of full months served in relation to the required service of 60 months. For
example, if the Director serves only 36 months, the Director will be entitled to
36/60 or 60% of the compensation stated in paragraph "1" and/or "2" above. In
determining consecutive years of service, no year shall be counted in which the
Director fails to attend at least two-thirds of the regularly scheduled meetings
of the Board of Directors, except pursuant to the circumstances set forth in
paragraph "6" below.
4. Change of Control. In the event that there is a Change of Control of the Bank
or the Company, as hereafter defined, any successor to the control of the Bank
or the Company shall be bound by the terms of this Agreement. Should the
successor to the Bank or the Company wish to remove any Director then serving on
the Board, or should such Director wish to resign as a Director with the
successor to the Bank or the Company, then such Director and/or Beneficiary will
be entitled to receive the compensation stated in paragraph "1" and/or "2",
irrespective of any reduction which might otherwise be required pursuant to
paragraph "3" above. For purposes of this Agreement, a "Change of Control" shall
mean the occurrence of one or more of the following: (a) a change in the
Company's or the Bank's status requiring prior notice to the Board of Governors
of the Federal Reserve System and/or the Office of the Comptroller of the
Currency pursuant to the Change in Bank Control Act, as amended, and regulations
promulgated thereunder, or (b) the acquisition by any person or group of persons
(as such terms are defined and used in Sections 3(a)(9) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended) of beneficial ownership (as defined
in Rule 13d-3 issued under that Act), directly or indirectly, of securities
representing more than fifty percent (50%) of the combined voting power of the
then outstanding voting securities of the Company or the Bank entitled to vote
generally in the election of directors ("Voting Securities"), or (c) individuals
who constitute a majority of the board of directors of the Company on the date
of this Agreement ("Incumbent Board") cease for any reason to constitute at
least a majority of that Board, provided that any person becoming a director
subsequent to the date of this Agreement whose election or whose nomination for
election by Company stockholders was approved by a majority vote of the
directors comprising the Incumbent Board shall be, for purposes of this
Agreement considered as though he or she will a member of the Incumbent Board;
or (d) a reorganization, merger, or consolidation with respect to which those
persons (as defined above) who were beneficial owners of the Voting Securities
of the Bank or of the Company immediately prior to such reorganization, merger,
or consolidation do not, following such reorganization, merger, or
consolidation, beneficially own, directly or indirectly, shares representing
more than 50% of the combined voting power of the Voting Securities of the
corporation resulting from such reorganization, merger, or consolidation; or (e)
a sale of all or of substantially all of the assets of the Bank or of the
Company.
All other terms and conditions of the aforesaid Agreement shall remain in full
force and effect.
<PAGE>
IN WITNESS HEREOF, the parties have executed this amendment on the 30th day of
June, 1997.
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ F. Kathryn Roberts By: /s/ Joseph S. Bracewell
President
/S/ Robert O. Boyd /s/ Roger C. Johnson
Witness Roger C. Johnson ("Director")
<PAGE>
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the sixth day of June,
1997, between CENTURY NATIONAL BANK (herein referred to as the "Bank") and Susan
Peterson (herein referred to as the "Director").
WITNESSETH
WHEREAS, the Bank recognizes that the competent and faithful efforts of
the Director on behalf of the Bank have contributed significantly to the success
and growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that the Director's services are vital to its
continued growth and profits in the future; and
WHEREAS, the Bank desires to compensate the Director as set forth below
and to retain the Director's services for five years, if elected, to serve on
the Board of Directors of the Bank and/or the Bank's parent corporation, Century
Bancshares, Inc. (herein referred to as the "Company"); and,
WHEREAS, the Director wishes to defer current director's fees in favor
of entering into a deferred compensation agreement with the Bank pursuant to
which (a) the Director will be entitled to receive compensation for a definite
period after the Director retires from the Board of Directors or the Director's
term of service on the Board ends, and/or (b) the Director's family or other
beneficiaries will be entitled to such compensation from and after the
Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to the Director after
retirement or to the Director's family and/or other beneficiaries after the
Director's death; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve on the Board of Directors of the Bank and/or the Company, if
elected;
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay the Director the total sum of
$100,315.80 payable in monthly installments of $557.31 per month for 180
consecutive months, commencing on the first day of the month following the
Director's 65th birthday (herein referred to as the "Retirement Date"). Payments
to the Director will terminate when all such payments have been made or at the
time of the Director's death, whichever occurs first.
2. Death Of Director Before Retirement Date. In the event the Director
should die before the Retirement Date, the Bank agrees to pay the total sum of
$115,834.68 payable in monthly installments of $742.53 per month for 156
consecutive months, commencing on the first day of the month following the date
of the Director's death, to the Director's then living Beneficiary designated in
writing to the Bank, if any, for the life of said Beneficiary; if none, then to
the Director's then living spouse, if any, for the life of said spouse; if none,
or from and after the death of said spouse, then to the then living children of
the Director, if any, in equal shares, for their joint and survivor lives; and
if none, or after their respective joint and survivor lives, any balance thereof
in one lump sum to the estate of the Director.
3. Death Of Director After Retirement Date. If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
Beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
4. Early Retirement. If the Director, for any reason other than death
of the Director or a change of control of the Bank or the Company, fails to
serve on the Board of Directors for five consecutive years, the Director and/or
Beneficiary will receive compensation which is reduced proportionately based on
the number of full months served in relation to the required service of 60
months. For example, if the Director serves only 36 months, the Director will be
entitled to 36/60 or 60% of the compensation stated in paragraphs "1", "2"
and/or "3" above. In determining consecutive years of service, no year shall be
counted in which the Director fails to attend at least two-thirds of the
regularly scheduled meetings of the Board of Directors, except pursuant to the
circumstances set forth in paragraph "8" below.
5. Change of Control. In the event that there is a Change of Control of
the Bank or the Company, as hereinafter defined, any successor to the control of
the Bank or the Company shall be bound by the terms of this Agreement. Should
the successor to the Bank or the Company wish to remove any Director then
serving on the Board, or should such Director wish to resign as a Director with
the successor to the Bank or the Company, then such Director and/or Beneficiary
will be entitled to receive the compensation stated in paragraphs "1", "2",
and/or "3", irrespective of any reduction which might otherwise be required
pursuant to paragraph "4" above. For purposes of this Agreement, a "Change of
Control" shall mean the occurrence of one or more of the following: (a) a change
in the Company's or the Bank's status requiring prior notice to the Board of
Governors of the Federal Reserve System and/or the Office of the Comptroller of
the Currency pursuant to the Change in Bank Control Act, as amended, and
regulations promulgated thereunder, or (b) the acquisition by any person or
group of persons (as such terms are defined and used in Sections 3(a)(9) and
14(d)(2) of the Securities Exchange Act of 1934, as amended) of beneficial
ownership (as defined in Rule 13d-3 issued under that Act), directly or
indirectly, of securities representing more than fifty percent (50%) of the
combined voting power of the then outstanding voting securities of the Company
or the Bank entitled to vote generally in the election of directors ("Voting
Securities"), or (c) individuals who constitute a majority of the board of
directors of the Company on the date of this Agreement ("Incumbent Board") cease
for any reason to constitute at least a majority of that Board, provided that
any person becoming a director subsequent to the date of this Agreement whose
election or whose nomination for election by Company stockholders was approved
by a majority vote of the directors comprising the Incumbent Board shall be, for
purposes of this Agreement considered as though he or she were a member of the
Incumbent Board; or (d) a reorganization, merger, or consolidation with respect
to which those persons (as defined above) who were beneficial owners of the
Voting Securities of the Bank or of the Company immediately prior to such
reorganization, merger, or consolidation do not, following such reorganization,
merger, or consolidation, beneficially own, directly or indirectly, shares
representing more than 50% of the combined voting power of the Voting Securities
of the corporation resulting from such reorganization, merger, or consolidation;
or (e) a sale of all or of substantially all of the assets of the Bank or of the
Company.
6. Suicide. No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
7. Status of Agreement. This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
restrict the right of the shareholders of the Bank or the Company to replace the
Director, or the right of the Director to resign from the Board of Directors or
decline to stand for re-election.
8. Interruption of Service. The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank or the Company for reasons of
professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the Board
following such interruption.
9. Obligation of Director. In consideration of the foregoing agreements
of the Bank and of the payments to be made by the Bank pursuant hereto, the
Director hereby agrees that so long as the Director serves on the Board of
Directors, the Director will not actively engage, either directly or indirectly,
in any business or other activity which is or may be deemed to be in any way
competitive with or adverse to the best interests of the business of the Bank or
the Company.
10. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any Beneficiary or designee of the
Director and any attempt to sell, transfer, assign, pledge, encumber or change
the Director's right to, unpledged, unrestricted asset of the Bank and shall not
be deemed to be held under any trust for the benefit of the Director or any
Beneficiary or to be held in any way as collateral security for the fulfilling
of the obligations of the Bank under this Agreement, except as expressly
provided by the terms of such policy or other asset.
11. Status of Director's Rights. The rights granted to the Director or
any designee or beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Amendments. This Agreement may be amended only by a written
agreement signed by both parties.
13. Funding Vehicles. If the Bank shall acquire an insurance policy or
any other asset in connection with the liabilities assumed by it hereunder, it
is expressly understood and agreed that neither the Director nor any Beneficiary
shall have any right with respect to, or claim against, such policy or other
asset. Such policy or asset shall be and remain a general, unpledged,
unrestricted asset of the Bank and shall not be deemed to be held under any
trust for the benefit of the Director or any Beneficiary or to be held in any
way as collateral security for the fulfilling of the obligations of the Bank
under this Agreement, except as expressly provided by the terms of such policy
or other asset.
14. Governing Law. This Agreement shall be construed under and governed
by the laws of the District of Columbia.
15. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank, and
the heirs and legal representatives of the Director. Any successor of the Bank
shall be deemed substituted for the Bank under the terms of this Agreement. As
used herein, the term "successor" shall include any person, corporation or other
business entity which at any time, whether by merger, purchase or otherwise,
acquires all or substantially all of the stock, assets or business of the Bank.
IN WITNESS HEREOF, the parties have signed this Agreement effective as
of the day and year above written.
ATTEST CENTURY NATIONAL BANK
/s/ F. Kathryn Roberts BY /s/ Joseph S. Bracewell
President
/s/ Shirley W. Ford BY /s/ Susan Peterson
WITNESS Susan Peterson ("Director")
<PAGE>
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1991, between CENTURY NATIONAL BANK ("Bank"), CENTURY BANCSHARES, INC.
("Company"), and THOMAS B. HOPPIN ("Director").
WITNESSETH
WHEREAS, the Bank and the Company recognize that the competent and
faithful efforts of the Director on behalf of the Bank and the Company have
contributed significantly to the success and growth of the Bank and the Company;
and
WHEREAS, the Bank and the Company value the efforts, abilities and
accomplishments of the Director and recognize that the Director's continued
service is expected to contribute to the Bank's and the Company's continued
growth and success in the future; and
WHEREAS, the Bank and the Company desire to compensate the Director as
set forth below, if elected to serve on the Board of the Directors of the Bank
and/or the Company ("Board"); and
WHEREAS, the Director wishes to defer current director's fees under a
deferred compensation agreement with the Bank and the Company pursuant to which
(a) the Director will be entitled to receive a retirement benefit for a
specified period after the Director retires from the Board or the Director's
term of service on the Board ends, and/or (b) the Director's family would be
entitled to such benefits from and after the Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank and the Company shall pay such retirement benefits to the
Director after retirement or to the Director's family after the Director's
death;
NOW, THEREFORE, it is mutually agreed as follows:
1. Deferral of Fees. Subject to the terms and conditions of the
Agreement, the Bank, the Company and the Director agree to defer payment of fees
of which the Director would otherwise be entitled to be paid ("Deferred Fees"),
for a period of up to five years from the date thereof.
2. Retirement Benefit: The Bank and the Company agree to pay the
Director the total sum of $85,966.20 payable in monthly installments of $477.59
for 180 consecutive months, commencing on the first day of the month following
the Director's 65th birthday ("Retirement Date"). Payments to the Director will
terminate when all such payments have been made or at the time of the Director's
death, whichever occurs first.
3. Death Of Director Before Retirement Date: In the event the Director
should die before the Retirement Date, the Bank and the Company agree to pay the
total sum of $82,536.48 payable in monthly installments of $573.17 for 144
consecutive months, commencing on the first day of the month following the date
of the Director's death, to the Director's then living Beneficiary designated in
writing to the Bank, if any, for the life of said Beneficiary; if none, then to
the Director's then living spouse, if any, for the life of said spouse; if none,
or from and after the death of said spouse, then to the then living descendants
of the Director, if any, in equal shares, per stirpes, for their joint and
survivor lives; and if none, or after their respective joint and survivor lives,
any balance thereof in one lump sum to the estate of the Director.
4. Death Of Director After Retirement Date: If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "2", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "2" (as reduced by the provisions of paragraph "6" if
applicable) has been paid. If the Director fails to designate a Beneficiary in
writing to the Bank, the remaining monthly installments after the time of the
Director's death shall be paid to the legal representative of the estate of the
Director.
5. Early Retirement. If the Director, for any reason other than death
of the Director or change of control of the Company or the Bank, fails to serve
on the Board of Directors of both the Company and the Bank for five consecutive
years, the Director will receive monthly compensation (or the Director's
Beneficiary will received a monthly benefit) which is reduced proportionately
based on the number of full months served in relation to the required service of
60 months. For example, if the Director served only 30 months on the Board, the
Director would be entitled to 30/60 or 50% of the monthly compensation stated in
paragraph "2." Similarly, in the above example, if the Director died after
leaving the Board but before the Retirement Date, the Director's Beneficiary
would be entitled to 30/60 or 50% of the monthly benefit stated in paragraph
"3". In determining consecutive years of service, beginning January 1, 1992, no
year shall be counted in which the Director fails to attend at least two-thirds
of the regularly scheduled meetings of the Board of Directors, except pursuant
to the circumstances set forth in paragraph "6" below. In the event that there
is a change of control of the bank or the company while the Director is serving
on the board, there shall be no reduction in compensation or benefits on account
of the provisions of this paragraph, except for any reduction resulting from the
Director's failure to fulfill the attendance requirement prior to the time the
change of control takes place.
6. Interruption of Service: The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank and/or the Company for reasons
of professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the board
following such interruption.
7. Prohibited Payment: The obligation of the Bank and the Company, and
their successors and assigns, to make payments pursuant to this Agreement shall
be reduced or eliminated to the extent required (i) to comply with regulations
or orders issued pursuant to Section 18(k)(1) of the Federal Deposit Insurance
Act, (ii) by any other law, rule, or regulation which is binding on the Company
or the Bank or (iii) by direction or instruction from a federal regulatory
authority.
8. Suicide: No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
9. Status of Agreement: This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
constitute an agreement by the Bank, the Company, the shareholders of the Bank
and the Company, to nominate or elect the Director as a director in the future
or restrict the right of the shareholders of the Bank or the Company to remove
the Director in accordance with the Bank's and the Company's charter and
by-laws. The Director retains the right to resign from the Board of Directors or
to decline to stand for reelection.
10. Assignment of Rights: Except as provided in this Agreement, none of
the rights to benefits under this Agreement are assignable by the Director or
any Beneficiary or designee of the Director and any attempt to sell, transfer,
assign, pledge, encumber or change the Director's right to receive compensation
shall be void.
11. Status of Director's Rights: The rights granted to the Director or
any designee or Beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Funding Vehicles: If the Bank and the Company shall acquire an
insurance policy or any other asset in connection with the liabilities assumed
by it hereunder, it is expressly understood and agreed that neither the Director
nor any Beneficiary shall have any right with respect to, or claim against, such
policy or other asset. Such policy or asset shall be and remain a general,
unpledged, unrestricted asset of the Bank or the Company and shall not be deemed
to be held under any trust for the benefit of the Director or any Beneficiary or
to be held in any way as collateral security for the fulfilling of the
obligations of the Bank under this Agreement, except as expressly provided by
the terms of such policy or other asset.
13. Governing Law: This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the District of Columbia
(excluding the choice of law rules thereof).
14. Amendment; Modification; Waiver: No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the Director, the Bank and the Company. No delay or failure at
any time on the part of the Bank and the Company in exercising any right, power
or privilege under this Agreement, or in enforcing any provision of this
Agreement, shall impair any such right, power or privilege, or be construed as a
waiver of any default or as any acquiescence therein, or shall affect the right
of the Bank and the Company thereafter to enforce each and every provision of
this Agreement in accordance with its terms.
15. Binding Effect: This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank and
the Company, and the heirs and legal representatives of the Director. Any
successor of the Bank and the Company shall be deemed substituted for the Bank
and the Company under the terms of this Agreement. As used herein, the term
"successor" shall include any person, corporation or other business entity which
at any time, whether by merger, purchase or otherwise, acquires all or
substantially all of the stock, assets or business of the Bank and/or the
Company.
<PAGE>
IN WITNESS HEREOF, the parties have signed this Agreement effective as
of the day and year above written.
ATTEST CENTURY BANCSHARES, Inc. ("Company")
/s/ William C. Oldaker BY /s/ Joseph S. Bracewell
President
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ William C. Oldaker BY /s/ Joseph S. Bracewell
Chairman of the Board
/s/ F/ Kathryn Roberts BY /s/ Thomas B. Hoppin
WITNESS THOMAS B. HOPPIN ("Director")
<PAGE>
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1996 between CENTURY NATIONAL BANK (herein referred to as the "Bank")
and Thomas B. Hoppin (herein referred to as the "Director").
WITNESSETH
WHEREAS, the Bank recognizes that the competent and faithful efforts of
the Director on behalf of the Bank have contributed significantly to the success
and growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that the Director's services are vital to its
continued growth and profits in the future; and
WHEREAS, the Bank desires to compensate the Director as set forth below
and to retain the Director's services for five years, if elected, to serve on
the Board of Directors of the Bank or the Bank's parent corporation, Century
Bancshares, Inc. (herein referred to as the "Company"); and,
WHEREAS, the Director wishes to defer current director's fees in favor
of entering into a deferred compensation agreement with the Bank pursuant to
which the Director will be entitled to receive compensation for a definite
period after the Director retires from the Board of Directors or the Director's
term of service on the Board ends; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to the Director after
retirement; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve on the Board of Directors of the Bank or the Company, if
elected;
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay the Director the total sum of
$103,395.60 payable in monthly installments of $574.42 per month for 180
consecutive months, commencing on the first day of the month following the
Director's 65th birthday (herein referred to as the "Retirement Date"). Payments
to the Director will terminate when all such payments have been made or at the
time of the Director's death, whichever occurs first.
2. Death Of Director After Retirement Date. If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
Beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
3. Early Retirement. If the Director, for any reason other than a
change of control of the Bank or the Company, fails to serve on the Board of
Directors for five consecutive years, the Director and/or Beneficiary will
receive compensation which is reduced proportionately based on the number of
full months served in relation to the required service of 60 months. For
example, if the Director serves only 36 months, the Director will be entitled to
36/60 or 60% of the compensation stated in paragraphs "1". In determining
consecutive years of service, no year shall be counted in which the Director
fails to attend at least two-thirds of the regularly scheduled meetings of the
Board of Directors, except pursuant to the circumstances set forth in paragraph
"6" below.
4. Change of Control. In the event that there is a change of control of
the Bank or the Company, any successor to the control of the Bank or the Company
shall be bound by the terms of this Agreement. Should the successor to the Bank
or the Company wish to remove any Director then serving on the Board, or should
such Director wish to resign as a Director with the successor to the Bank or the
Company, then such Director and/or Beneficiary will be entitled to receive the
compensation stated in paragraph "1", notwithstanding any reduction which might
otherwise be required pursuant to paragraph "3."
5 Status of Agreement. This Agreement does not constitute a contract of
employment between the parties, nor shall any provision of this Agreement
restrict the right of the shareholders of the Bank or the Company to replace the
Director, or the right of the Director to resign from the Board of Directors or
decline to stand for re-election.
6. Interruption of Service. The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank or the Company for reasons of
professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the Board
following such interruption.
7. Obligation of Director. In consideration of the foregoing agreements
of the Bank and of the payments to be made by the Bank pursuant hereto, the
Director hereby agrees that so long as the Director serves on the Board of
Directors, the Director will not actively engage, either directly or indirectly,
in any business or other activity which is or may be deemed to be in any way
competitive with or adverse to the best interests of the business of the Bank or
the Company.
8. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any Beneficiary or designee of the
Director and any attempt to sell, transfer, assign, pledge, encumber or change
the Director's right to receive compensation shall be void.
9. Status of Director's Rights. The rights granted to the Director or
any designee or beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
10. Amendments. This Agreement may be amended only by a written
agreement signed by both parties.
11. Funding Vehicles. If the Bank shall acquire an insurance policy or
any other asset in connection with the liabilities assumed by it hereunder, it
is expressly understood and agreed that neither the Director nor any Beneficiary
shall have any right with respect to, or claim against, such policy or other
asset. Such policy or asset shall be and remain a general, unpledged,
unrestricted asset of the Bank and shall not be deemed to be held under any
trust for the benefit of the Director or any Beneficiary or to be held in any
way as collateral security for the fulfilling of the obligations of the Bank
under this Agreement, except as expressly provided by the terms of such policy
or other asset.
12. Governing Law. This Agreement shall be construed under and governed
by the laws of the District of Columbia.
13. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank, and
the heirs and legal representatives of the Director. Any successor of the Bank
shall be deemed substituted for the Bank under the terms of this Agreement. As
used herein, the term "successor" shall include any person, corporation or other
business entity which at any time, whether by merger, purchase or otherwise,
acquires all or substantially all of the stock, assets or business of the Bank.
IN WITNESS HEREOF, the parties have signed this Agreement effective as of the
day and year above written.
ATTEST CENTURY NATIONAL BANK
/s/ F. Kathryn Roberts BY /s/ Joseph S. Bracewell
President
/s/ Julia A. McIrvin BY /s/ Thomas B. Hoppin
WITNESS Thomas B. Hoppin, the Director
<PAGE>
AMENDMENT TO DIRECTOR'S COMPENSATION AGREEMENT
("AGREEMENT") DATED January 1, 1996, BETWEEN
CENTURY NATIONAL BANK, AND Thomas B. Hoppin
Paragraphs 2 through 4 of the above referenced Agreement are hereby amended to
read in their entirety as follows:
2. a. Death Of Director Before Retirement Date. In the event the Director should
die before the Retirement Date, the Bank agrees to pay the total sum of $60,089
payable in monthly installments of $715.35 per month for 84 consecutive months,
commencing on the first day of the month following the date of the Director's
death, to the Director's then living Beneficiary designated in writing to the
Bank, if any, for the life of said Beneficiary; if none, then to the Director's
then living spouse, if any, for the life of said spouse; if none, or from and
after the death of said spouse, then to the then living children of the
Director, if any, in equal shares, for their joint and survivor lives; and if
none, or after their respective joint and survivor lives, any balance thereof in
one lump sum to the estate of the Director.
b. Death of Director After Retirement Date. If the Director dies after
the Retirement Date, but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installment will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
c. Suicide. No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
3. Early Retirement. If the Director, for any reason other than death of the
Director or Change of Control of the Bank or the Company, fails to serve on the
Board of Directors for five consecutive years, the Director and/or Beneficiary
will receive compensation which is reduced proportionately based on the number
of full months served in relation to the required service of 60 months. For
example, if the Director serves only 36 months, the Director will be entitled to
36/60 or 60% of the compensation stated in paragraph "1" and/or "2" above. In
determining consecutive years of service, no year shall be counted in which the
Director fails to attend at least two-thirds of the regularly scheduled meetings
of the Board of Directors, except pursuant to the circumstances set forth in
paragraph "6" below.
4. Change of Control. In the event that there is a Change of Control of the Bank
or the Company, as hereafter defined, any successor to the control of the Bank
or the Company shall be bound by the terms of this Agreement. Should the
successor to the Bank or the Company wish to remove any Director then serving on
the Board, or should such Director wish to resign as a Director with the
successor to the Bank or the Company, then such Director and/or Beneficiary will
be entitled to receive the compensation stated in paragraph "1" and/or "2",
irrespective of any reduction which might otherwise be required pursuant to
paragraph "3" above. For purposes of this Agreement, a "Change of Control" shall
mean the occurrence of one or more of the following: (a) a change in the
Company's or the Bank's status requiring prior notice to the Board of Governors
of the Federal Reserve System and/or the Office of the Comptroller of the
Currency pursuant to the Change in Bank Control Act, as amended, and regulations
promulgated thereunder, or (b) the acquisition by any person or group of persons
(as such terms are defined and used in Sections 3(a)(9) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended) of beneficial ownership (as defined
in Rule 13d-3 issued under that Act), directly or indirectly, of securities
representing more than fifty percent (50%) of the combined voting power of the
then outstanding voting securities of the Company or the Bank entitled to vote
generally in the election of directors ("Voting Securities"), or (c) individuals
who constitute a majority of the board of directors of the Company on the date
of this Agreement ("Incumbent Board") cease for any reason to constitute at
least a majority of that Board, provided that any person becoming a director
subsequent to the date of this Agreement whose election or whose nomination for
election by Company stockholders was approved by a majority vote of the
directors comprising the Incumbent Board shall be, for purposes of this
Agreement considered as though he or she will a member of the Incumbent Board;
or (d) a reorganization, merger, or consolidation with respect to which those
persons (as defined above) who were beneficial owners of the Voting Securities
of the Bank or of the Company immediately prior to such reorganization, merger,
or consolidation do not, following such reorganization, merger, or
consolidation, beneficially own, directly or indirectly, shares representing
more than 50% of the combined voting power of the Voting Securities of the
corporation resulting from such reorganization, merger, or consolidation; or (e)
a sale of all or of substantially all of the assets of the Bank or of the
Company.
All other terms and conditions of the aforesaid Agreement shall remain in full
force and effect.
IN WITNESS HEREOF, the parties have executed this amendment on the 9th day of
July, 1997.
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ F. Kathryn Roberts By: /s/ Joseph S. Bracewell
President
/s/ Michael I. Plefupulis /s/ Thomas B. Hoppin
Witness Thomas B. Hoppin ("Director")
<PAGE>
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1991, between CENTURY NATIONAL BANK ("Bank"), CENTURY BANCSHARES, INC.
("Company"), and WILLIAM C. OLDAKER ("Director").
WITNESSETH
WHEREAS, the Bank and the Company recognize that the competent and
faithful efforts of the Director on behalf of the Bank and the Company have
contributed significantly to the success and growth of the Bank and the Company;
and
WHEREAS, the Bank and the Company value the efforts, abilities and
accomplishments of the Director and recognize that the Director's continued
service is expected to contribute to the Bank's and the Company's continued
growth and success in the future; and
WHEREAS, the Bank and the Company desire to compensate the Director as
set forth below, if elected to serve on the Board of the Directors of the Bank
and/or the Company ("Board"); and
WHEREAS, the Director wishes to defer current director's fees under a
deferred compensation agreement with the Bank and the Company pursuant to which
(a) the Director will be entitled to receive a retirement benefit for a
specified period after the Director retires from the Board or the Director's
term of service on the Board ends, and/or (b) the Director's family would be
entitled to such benefits from and after the Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank and the Company shall pay such retirement benefits to the
Director after retirement or to the Director's family after the Director's
death;
NOW, THEREFORE, it is mutually agreed as follows:
1. Deferral of Fees. Subject to the terms and conditions of the
Agreement, the Bank, the Company and the Director agree to defer payment of fees
of which the Director would otherwise be entitled to be paid ("Deferred Fees"),
for a period of up to five years from the date thereof.
2. Retirement Benefit: The Bank and the Company agree to pay the
Director the total sum of $116,251.20 payable in monthly installments of $645.84
for 180 consecutive months, commencing on the first day of the month following
the Director's 65th birthday ("Retirement Date"). Payments to the Director will
terminate when all such payments have been made or at the time of the Director's
death, whichever occurs first.
3. Death Of Director Before Retirement Date: In the event the Director
should die before the Retirement Date, the Bank and the Company agree to pay the
total sum of $95,019.12 payable in monthly installments of $565.59 for 168
consecutive months, commencing on the first day of the month following the date
of the Director's death, to the Director's then living Beneficiary designated in
writing to the Bank, if any, for the life of said Beneficiary; if none, then to
the Director's then living spouse, if any, for the life of said spouse; if none,
or from and after the death of said spouse, then to the then living descendants
of the Director, if any, in equal shares, per stirpes, for their joint and
survivor lives; and if none, or after their respective joint and survivor lives,
any balance thereof in one lump sum to the estate of the Director.
4. Death Of Director After Retirement Date: If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "2" (as reduced by the provisions of paragraph "6" if
applicable), the remaining monthly installments will be paid to the Director's
designated Beneficiary. The Beneficiary shall receive all remaining installments
which the Director would have received until the total sum set forth in
paragraph "2" (as reduced by the provisions of paragraph "6" if applicable) has
been paid. If the Director fails to designate a Beneficiary in writing to the
Bank, the remaining monthly installments after the time of the Director's death
shall be paid to the legal representative of the estate of the Director.
5. Early Retirement. If the Director, for any reason other than death
of the Director or change of control of the Company or the Bank, fails to serve
on the Board of Directors of the Company and the Bank for five consecutive
years, the Director will receive a monthly compensation or the Director's
Beneficiary will received a monthly benefit) which is reduced proportionately
based on the number of Boards on which the Director served and the number of
full months served in relation to the required service of 60 months. For
purposes of this calculation, any month during which the Director served on both
Boards would count as a full month and any month during which the Director
served on either Board (but not both) would count as three-fourths of a month.
For example, if the Director served only 12 months on both Boards, then 24
months on one Board, and then ceased to served on either Board, the Director
would be entitled to compensation based on the equivalent of 30 full months of
service (100% of 12 months plus 75% of 24 months). In such example, the Director
would be entitled to 30/60 or 50% of the monthly compensation stated in
paragraph "2." Similarly, in the above example, if the Director died after
leaving the Board but before the Retirement Date, the Director's Beneficiary
would be entitled to 30/60 or 50% of the monthly benefit stated in paragraph
"3". In determining consecutive years of service, beginning January 1, 1992, no
year shall be counted in which the Director fails to attend at least two-thirds
of the regularly scheduled meetings of the Board of Directors, except pursuant
to the circumstances set forth in paragraph "6" below. In the event that there
is a change of control of the bank or the company while the Director is serving
on the board, there shall be no reduction in compensation or benefits on account
of the provisions of this paragraph, except for any reduction resulting from the
Director's failure to fulfill the attendance requirement prior to the time the
change of control takes place.
6. Interruption of Service: The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank and/or the Company for reasons
of professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the board
following such interruption.
7. Prohibited Payment: The obligation of the Bank and the Company, and
their successors and assigns, to make payments pursuant to this Agreement shall
be reduced or eliminated to the extent required (i) to comply with regulations
or orders issued pursuant to Section 18(k)(1) of the Federal Deposit Insurance
Act, (ii) by any other law, rule, or regulation which is binding on the Company
or the Bank or (iii) by direction or instruction from a federal regulatory
authority.
8. Suicide: No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
9. Status of Agreement: This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
constitute an agreement by the Bank, the Company, the shareholders of the Bank
and the Company, to nominate or elect the Director as a director in the future
or restrict the right of the shareholders of the Bank or the Company to remove
the Director in accordance with the Bank's and the Company's charter and
by-laws. The Director retains the right to resign from the Board of Directors or
to decline to stand for reelection.
10. Assignment of Rights: Except as provided in this Agreement, none of
the rights to benefits under this Agreement are assignable by the Director or
any Beneficiary or designee of the Director and any attempt to sell, transfer,
assign, pledge, encumber or change the Director's right to receive compensation
shall be void.
11. Status of Director's Rights: The rights granted to the Director or
any designee or Beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Funding Vehicles: If the Bank and the Company shall acquire an
insurance policy or any other asset in connection with the liabilities assumed
by it hereunder, it is expressly understood and agreed that neither the Director
nor any Beneficiary shall have any right with respect to, or claim against, such
policy or other asset. Such policy or asset shall be and remain a general,
unpledged, unrestricted asset of the Bank or the Company and shall not be deemed
to be held under any trust for the benefit of the Director or any Beneficiary or
to be held in any way as collateral security for the fulfilling of the
obligations of the Bank under this Agreement, except as expressly provided by
the terms of such policy or other asset.
13. Governing Law: This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the District of Columbia
(excluding the choice of law rules thereof).
14. Amendment; Modification; Waiver: No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the Director, part of the Bank and the Company in exercising
any right, power or privilege under this Agreement, or in enforcing any
provision of this Agreement, shall impair any such right, power or privilege, or
be construed as a waiver of any default or as any acquiescence therein, or shall
affect the right of the Bank and the Company thereafter to enforce each and
every provision of this Agreement in accordance with its terms.
15. Binding Effect: This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank and
the Company, and the heirs and legal representatives of the Director. Any
successor of the Bank and the Company shall be deemed substituted for the Bank
and the Company under the terms of this Agreement. As used herein, the term
"successor" shall include any person, corporation or other business entity which
at any time, whether by merger, purchase or otherwise, acquires all or
substantially all of the stock, assets or business of the Bank and/or the
Company.
<PAGE>
IN WITNESS HEREOF, the parties have signed this Agreement effective as
of the day and year above written.
ATTEST CENTURY BANCSHARES, Inc. ("Company")
/s/ John R. Cope BY /s/ Joseph S. Bracewell
President
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ John R. Cope BY /s/ Thomas B. Hoppin
President
/s/ Laurie O. BY /s/ William C. Oldaker
WITNESS WILLIAM C. OLDAKER ("Director")
<PAGE>
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1997, between CENTURY NATIONAL BANK (herein referred to as the "Bank")
and William C. Oldaker (herein referred to as the "Director").
WITNESSETH
WHEREAS, the Bank recognizes that the competent and faithful efforts of
the Director on behalf of the Bank have contributed significantly to the success
and growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that the Director's services are vital to its
continued growth and profits in the future; and
WHEREAS, the Bank desires to compensate the Director as set forth below
and to retain the Director's services for five years, if elected, to serve on
the Boards of Directors of the Bank and the Bank's parent corporation, Century
Bancshares, Inc. (herein referred to as the "Company"); and,
WHEREAS, the Director wishes to defer current director's fees in favor
of entering into a deferred compensation agreement with the Bank pursuant to
which the Director will be entitled to receive compensation for a definite
period after the Director retires from the Boards of Directors or the Director's
term of service on the Boards ends; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to the Director after
retirement; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve on the Boards of Directors of the Bank and the Company, if
elected;
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay the Director the total sum of
$101,779.20 payable in monthly installments of $565.44 for 180 consecutive
months, commencing on the first day of the month following the Director's 65th
birthday (herein referred to as the "Retirement Date"). Payments to the Director
will terminate when all such payments have been made or at the time of the
Director's death, whichever occurs first.
2. a) Death Of Director Before Retirement Date. If the Director dies before
reaching the Retirement Date, the specified monthly installments which otherwise
would have been payable to the Director after the Retirement Date, will instead
be paid in monthly installments to the Director's Beneficiary; in the same
amounts and for the same period, commencing on the first date of the month
following what would have been the Retirement Date for the deceased Director.
b) Death of Director After Retirement Date. If the Director dies after the
Retirement Date, but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installment will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
3. Early Retirement. If the Director, for any reason other than a change of
control of the Company or the Bank, fails to serve on the Boards of Directors of
both the Company and the Bank for five consecutive years, the Director will
receive compensation which is reduced proportionately based on the number of
Boards on which the Director served and the number of full months served in
relation to the required service of 60 months. For purposes of this calculation,
any month during which the Director served on both Boards would count as a full
month and any month during which the Director served on either Board (but not
both) would count as three-fourths of a month. For example, if the Director
served only 12 months on both Boards, then 24 months on one Board, and then
ceased to serve on either Board, the Director would be entitled to compensation
based on the equivalent of 30 full months of service (100% of 12 months plus 75%
of 24 months). In such example, the Director would be entitled to 30/60 or 50%
of the compensation stated in paragraph "1" and/or "2" above. In determining
consecutive years of service, no year shall be counted in which the Director
fails to attend at least two-thirds of the regularly scheduled meetings of the
Boards of Directors, except pursuant to the circumstances set forth in paragraph
"6" below. If Director dies before completing five consecutive years of service,
the year of the Director's death shall be counted as a full year of service in
determining consecutive years of service for the purpose of calculating the
proportionate compensation payable to the Director's beneficiary pursuant to
this Agreement.
4. Change of Control. In the event that there is a Change of Control of the
Bank or the Company, as hereinafter defined, any successor to the control of the
Bank or the Company shall be bound by the terms of this Agreement. Should the
successor to the Bank or the Company wish to remove any Director then serving on
the Board, or should such Director wish to resign as a Director with the
successor to the Bank or the Company, then such Director and/or Beneficiary will
be entitled to receive the compensation stated in paragraph "1" and/or "2",
irrespective of any reduction which might otherwise be required pursuant to
paragraph "3" above. For purposes of this Agreement, a "Change of Control" shall
mean the occurrence of one or more of the following: (a) a change in the
Company's or the Bank's status requiring prior notice to the Board of Governors
of the Federal Reserve System and/or the Office of the Comptroller of the
Currency pursuant to the Change in Bank Control Act, as amended, and regulations
promulgated thereunder, or (b) the acquisition by any person or group of persons
(as such terms are defined and used in Sections 3(a)(9) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended) of beneficial ownership (as defined
in Rule 13d-3 issued under that Act), directly or indirectly, of securities
representing more than fifty percent (50%) of the combined voting power of the
then outstanding voting securities of the Company or the Bank entitled to vote
generally in the election of directors ("Voting Securities"), or (c) individuals
who constitute a majority of the board of directors of the Company on the date
of this Agreement ("Incumbent Board") cease for any reason to constitute at
least a majority of that Board, provided that any person becoming a director
subsequent to the date of this Agreement whose election or whose nomination for
election by Company stockholders was approved by a majority vote of the
directors comprising the Incumbent Board shall be, for purposes of this
Agreement considered as though he or she will be a member of the Incumbent
Board; or (d) a reorganization, merger, or consolidation with respect to which
those persons (as defined above) who were beneficial owners of the Voting
Securities of the Bank or of the Company immediately prior to such
reorganization, merger, or consolidation do not, following such reorganization,
merger, or consolidation, beneficially own, directly or indirectly, shares
representing more than 50% of the combined voting power of the Voting Securities
of the corporation resulting from such reorganization, merger, or consolidation;
or (e) a sale of all or of substantially all of the assets of the Bank or of the
Company.
5. Status of Agreement. This Agreement does not constitute a contract of
employment between the parties, nor shall any provision of this Agreement
restrict the right of the shareholders of the Bank or the Company to replace the
Director, or the right of the Director to resign from the Board of Directors or
decline to stand for re-election.
6. Interruption of Service. The service of the Director shall not be deemed
to have been terminated or interrupted due to absence from active service on
account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank and/or Company for reasons of
professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the Board
following such interruption.
7. Obligation of Director. In consideration of the foregoing agreements
of the Bank and of the payments to be made by the Bank pursuant hereto, the
Director hereby agrees that so long as the Director serves on the Board of
Directors, the Director will not actively engage, either directly or indirectly,
in any business or other activity which is or may be deemed to be in any way
competitive with or adverse to the best interests of the business of the Bank or
the Company.
8. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any Beneficiary or designee of the
Director and any attempt to sell, transfer, assign, pledge, encumber or change
the Director's right to receive compensation shall be void.
9. Status of Director's Rights. The rights granted to the Director or
any designee or beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
10. Amendments. This Agreement may be amended only by a written
agreement signed by both parties.
11. Funding Vehicles. If the Bank shall acquire an insurance policy or
any other asset in connection with the liabilities assumed by it hereunder, it
is expressly understood and agreed that neither the Director nor any Beneficiary
shall have any right with respect to, or claim against, such policy or other
asset. Such policy or asset shall be and remain a general, unpledged,
unrestricted asset of the Bank and shall not be deemed to be held under any
trust for the benefit of the Director or any Beneficiary or to be held in any
way as collateral security for the fulfilling of the obligations of the Bank
under this Agreement, except as expressly provided by the terms of such policy
or other asset.
12. Governing Law. This Agreement shall be construed under and governed
by the laws of the District of Columbia.
13. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank, and
the heirs and legal representatives of the Director. Any successor of the Bank
shall be deemed substituted for the Bank under the terms of this Agreement. As
used herein, the term "successor" shall include any person, corporation or other
business entity which at any time, whether by merger, purchase or otherwise,
acquires all or substantially all of the stock, assets or business of the Bank.
<PAGE>
IN WITNESS HEREOF, the parties have signed this Agreement effective as of the
day and year above written.
ATTEST CENTURY NATIONAL BANK
/s/ Debra M. Johnson BY /s/ Joseph S. Bracewell
Chairman of the Board
/s/ F. Kathryn Roberts BY /s/ William C. Oldaker
WITNESS William C. Oldaker, the Director
<PAGE>
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1991, between CENTURY NATIONAL BANK ("Bank"), CENTURY BANCSHARES, INC.
("Company"), and WILLIAM S. MCKEE ("Director").
WITNESSETH
WHEREAS, the Bank and the Company recognize that the competent and
faithful efforts of the Director on behalf of the Bank and the Company have
contributed significantly to the success and growth of the Bank and the Company;
and
WHEREAS, the Bank and the Company value the efforts, abilities and
accomplishments of the Director and recognize that the Director's continued
service is expected to contribute to the Bank's and the Company's continued
growth and success in the future; and
WHEREAS, the Bank and the Company desire to compensate the Director as
set forth below, if elected to serve on the Board of the Directors of the Bank
and/or the Company ("Board"); and
WHEREAS, the Director wishes to defer current director's fees under a
deferred compensation agreement with the Bank and the Company pursuant to which
(a) the Director will be entitled to receive a retirement benefit for a
specified period after the Director retires from the Board or the Director's
term of service on the Board ends, and/or (b) the Director's family would be
entitled to such benefits from and after the Director's death; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank and the Company shall pay such retirement benefits to the
Director after retirement or to the Director's family after the Director's
death;
NOW, THEREFORE, it is mutually agreed as follows:
1. Deferral of Fees. Subject to the terms and conditions of the
Agreement, the Bank, the Company and the Director agree to defer payment of fees
of which the Director would otherwise be entitled to be paid ("Deferred Fees"),
for a period of up to five years from the date thereof.
2. Retirement Benefit: The Bank and the Company agree to pay the
Director the total sum of $145,425.60 payable in monthly installments of $807.92
for 180 consecutive months, commencing on the first day of the month following
the Director's 65th birthday ("Retirement Date"). Payments to the Director will
terminate when all such payments have been made or at the time of the Director's
death, whichever occurs first.
3. Death Of Director Before Retirement Date: In the event the Director
should die before the Retirement Date, the Bank and the Company agree to pay the
total sum of $113,011.20 payable in monthly installments of $627.84 for 180
consecutive months, commencing on the first day of the month following the date
of the Director's death, to the Director's then living Beneficiary designated in
writing to the Bank, if any, for the life of said Beneficiary; if none, then to
the Director's then living spouse, if any, for the life of said spouse; if none,
or from and after the death of said spouse, then to the then living descendants
of the Director, if any, in equal shares, per stirpes, for their joint and
survivor lives; and if none, or after their respective joint and survivor lives,
any balance thereof in one lump sum to the estate of the Director.
4. Death Of Director After Retirement Date: If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "2", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "2" (as reduced by the provisions of paragraph "6" if
applicable) has been paid. If the Director fails to designate a Beneficiary in
writing to the Bank, the remaining monthly installments after the time of the
Director's death shall be paid to the legal representative of the estate of the
Director.
5. Early Retirement. If the Director, for any reason other than death
of the Director or change of control of the Company or the Bank, fails to serve
on the Board of Directors of both the Company and the Bank for five consecutive
years, the Director will receive monthly compensation (or the Director's
Beneficiary will received a monthly benefit) which is reduced proportionately
based on the number of full months served in relation to the required service of
60 months. For example, if the Director served only 30 months on the Board, the
Director would be entitled to 30/60 or 50% of the monthly compensation stated in
paragraph "2." Similarly, in the above example, if the Director died after
leaving the Board but before the Retirement Date, the Director's Beneficiary
would be entitled to 30/60 or 50% of the monthly benefit stated in paragraph
"3". In determining consecutive years of service, beginning January 1, 1992, no
year shall be counted in which the Director fails to attend at least two-thirds
of the regularly scheduled meetings of the Board of Directors, except pursuant
to the circumstances set forth in paragraph "6" below. In the event that there
is a change of control of the bank or the company while the Director is serving
on the board, there shall be no reduction in compensation or benefits on account
of the provisions of this paragraph, except for any reduction resulting from the
Director's failure to fulfill the attendance requirement prior to the time the
change of control takes place.
6. Interruption of Service: The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank and/or the Company for reasons
of professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the board
following such interruption.
7. Prohibited Payment: The obligation of the Bank and the Company, and
their successors and assigns, to make payments pursuant to this Agreement shall
be reduced or eliminated to the extent required (i) to comply with regulations
or orders issued pursuant to Section 18(k)(1) of the Federal Deposit Insurance
Act, (ii) by any other law, rule, or regulation which is binding on the Company
or the Bank or (iii) by direction or instruction from a federal regulatory
authority.
8. Suicide: No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
9. Status of Agreement: This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
constitute an agreement by the Bank, the Company, the shareholders of the Bank
and the Company, to nominate or elect the Director as a director in the future
or restrict the right of the shareholders of the Bank or the Company to remove
the Director in accordance with the Bank's and the Company's charter and
by-laws. The Director retains the right to resign from the Board of Directors or
to decline to stand for reelection.
10. Assignment of Rights: Except as provided in this Agreement, none of
the rights to benefits under this Agreement are assignable by the Director or
any Beneficiary or designee of the Director and any attempt to sell, transfer,
assign, pledge, encumber or change the Director's right to receive compensation
shall be void.
11. Status of Director's Rights: The rights granted to the Director or
any designee or Beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
12. Funding Vehicles: If the Bank and the Company shall acquire an
insurance policy or any other asset in connection with the liabilities assumed
by it hereunder, it is expressly understood and agreed that neither the Director
nor any Beneficiary shall have any right with respect to, or claim against, such
policy or other asset. Such policy or asset shall be and remain a general,
unpledged, unrestricted asset of the Bank or the Company and shall not be deemed
to be held under any trust for the benefit of the Director or any Beneficiary or
to be held in any way as collateral security for the fulfilling of the
obligations of the Bank under this Agreement, except as expressly provided by
the terms of such policy or other asset.
13. Governing Law: This Agreement, the rights and obligations of the
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of the District of Columbia
(excluding the choice of law rules thereof).
14. Amendment; Modification; Waiver: No amendment, modification or
waiver of the terms of this Agreement shall be valid unless made in writing and
duly executed by the Director, the Bank and the Company. No delay or failure at
any time on the part of the Bank and the Company in exercising any right, power
or privilege under this Agreement, or in enforcing any provision of this
Agreement, shall impair any such right, power or privilege, or be construed as a
waiver of any default or as any acquiescence therein, or shall affect the right
of the Bank and the Company thereafter to enforce each and every provision of
this Agreement in accordance with its terms.
15. Binding Effect: This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank and
the Company, and the heirs and legal representatives of the Director. Any
successor of the Bank and the Company shall be deemed substituted for the Bank
and the Company under the terms of this Agreement. As used herein, the term
"successor" shall include any person, corporation or other business entity which
at any time, whether by merger, purchase or otherwise, acquires all or
substantially all of the stock, assets or business of the Bank and/or the
Company.
IN WITNESS HEREOF, the parties have signed this Agreement effective as
of the day and year above written.
ATTEST CENTURY BANCSHARES, Inc. ("Company")
/s/ William C. Oldaker BY /s/ Joseph S. Bracewell
Chairman of the Board
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ William C. Oldaker BY /s/ Thomas B. Hoppin
President
/s/ Barbara L. Potts BY /s/ William S. McKee
WITNESS WILLIAM S. MCKEE ("Director")
<PAGE>
DIRECTOR'S COMPENSATION AGREEMENT
This Agreement is entered into effective as of the first day of
January, 1996 between CENTURY NATIONAL BANK (herein referred to as the "Bank")
and William S. McKee (herein referred to as the "Director").
WITNESSETH
WHEREAS, the Bank recognizes that the competent and faithful efforts of
the Director on behalf of the Bank have contributed significantly to the success
and growth of the Bank; and
WHEREAS, the Bank values the efforts, abilities and accomplishments of
the Director and recognizes that the Director's services are vital to its
continued growth and profits in the future; and
WHEREAS, the Bank desires to compensate the Director as set forth below
and to retain the Director's services for five years, if elected, to serve on
the Board of Directors of the Bank or the Bank's parent corporation, Century
Bancshares, Inc. (herein referred to as the "Company"); and,
WHEREAS, the Director wishes to defer current director's fees in favor
of entering into a deferred compensation agreement with the Bank pursuant to
which the Director will be entitled to receive compensation for a definite
period after the Director retires from the Board of Directors or the Director's
term of service on the Board ends; and,
WHEREAS, the parties hereto wish to provide the terms and conditions
upon which the Bank shall pay such additional compensation to the Director after
retirement; and
WHEREAS, the Director, in consideration of the foregoing, agrees to
continue to serve on the Board of Directors of the Bank or the Company, if
elected;
NOW, THEREFORE, it is mutually agreed as follows:
1. Compensation. The Bank agrees to pay the Director the total sum of
$136,305.00 payable in monthly installments of $757.25 per month for 180
consecutive months, commencing on the first day of the month following the
Director's 65th birthday (herein referred to as the "Retirement Date"). Payments
to the Director will terminate when all such payments have been made or at the
time of the Director's death, whichever occurs first.
2. Death Of Director After Retirement Date. If the Director dies after
the Retirement Date but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installments will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
Beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
3. Early Retirement. If the Director, for any reason other than a
change of control of the Bank or the Company, fails to serve on the Board of
Directors for five consecutive years, the Director and/or Beneficiary will
receive compensation which is reduced proportionately based on the number of
full months served in relation to the required service of 60 months. For
example, if the Director serves only 36 months, the Director will be entitled to
36/60 or 60% of the compensation stated in paragraphs "1" . In determining
consecutive years of service, no year shall be counted in which the Director
fails to attend at least two-thirds of the regularly scheduled meetings of the
Board of Directors, except pursuant to the circumstances set forth in paragraph
"6" below.
4. Change of Control. In the event that there is a change of control of
the Bank or the Company, any successor to the control of the Bank or the Company
shall be bound by the terms of this Agreement. Should the successor to the Bank
or the Company wish to remove any Director then serving on the Board, or should
such Director wish to resign as a Director with the successor to the Bank or the
Company, then such Director and/or Beneficiary will be entitled to receive the
compensation stated in paragraph "1" notwithstanding any reduction which might
otherwise be required pursuant to paragraph "3."
5. Status of Agreement. This Agreement does not constitute a contract
of employment between the parties, nor shall any provision of this Agreement
restrict the right of the shareholders of the Bank or the Company to replace the
Director, or the right of the Director to resign from the Board of Directors or
decline to stand for re-election.
6. Interruption of Service. The service of the Director shall not be
deemed to have been terminated or interrupted due to absence from active service
on account of illness, disability, during any authorized vacation or during
temporary leaves of absence granted by the Bank or the Company for reasons of
professional advancement, education, health, or government service, or during
military leave for any period if the Director is elected to serve on the Board
following such interruption.
7. Obligation of Director. In consideration of the foregoing agreements
of the Bank and of the payments to be made by the Bank pursuant hereto, the
Director hereby agrees that so long as the Director serves on the Board of
Directors, the Director will not actively engage, either directly or indirectly,
in any business or other activity which is or may be deemed to be in any way
competitive with or adverse to the best interests of the business of the Bank or
the Company.
8. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Director or any Beneficiary or designee of the
Director and any attempt to sell, transfer, assign, pledge, encumber or change
the Director's right to receive compensation shall be void.
9. Status of Director's Rights. The rights granted to the Director or
any designee or beneficiary under this Agreement shall be solely those of an
unsecured creditor of the Bank.
10. Amendments. This Agreement may be amended only by a written
agreement signed by both parties.
11. Funding Vehicles. If the Bank shall acquire an insurance policy or
any other asset in connection with the liabilities assumed by it hereunder, it
is expressly understood and agreed that neither the Director nor any Beneficiary
shall have any right with respect to, or claim against, such policy or other
asset. Such policy or asset shall be and remain a general, unpledged,
unrestricted asset of the Bank and shall not be deemed to be held under any
trust for the benefit of the Director or any Beneficiary or to be held in any
way as collateral security for the fulfilling of the obligations of the Bank
under this Agreement, except as expressly provided by the terms of such policy
or other asset.
12. Governing Law. This Agreement shall be construed under and governed
by the laws of the District of Columbia.
13. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, the successors and assigns of the Bank, and
the heirs and legal representatives of the Director. Any successor of the Bank
shall be deemed substituted for the Bank under the terms of this Agreement. As
used herein, the term "successor" shall include any person, corporation or other
business entity which at any time, whether by merger, purchase or otherwise,
acquires all or substantially all of the stock, assets or business of the Bank.
IN WITNESS HEREOF, the parties have signed this Agreement effective as of the
day and year above written.
ATTEST CENTURY NATIONAL BANK
/s/ F. Kathryn Roberts BY /s/ Joseph S. Bracewell
President
/s/ Barbara L. Potts BY /s/ William S. McKee
WITNESS William S. McKee, the Director
<PAGE>
AMENDMENT TO DIRECTOR'S COMPENSATION AGREEMENT
("AGREEMENT") DATED January 1, 1996, BETWEEN
CENTURY NATIONAL BANK, AND William S. McKee
Paragraphs 1 through 4 of the above referenced Agreement are hereby amended to
read in their entirety as follows:
2. a. Death Of Director Before Retirement Date. In the event the Director should
die before the Retirement Date, the Bank agrees to pay the total sum of $90,368
payable in monthly installments of $579.28 per month for 156 consecutive months,
commencing on the first day of the month following the date of the Director's
death, to the Director's then living Beneficiary designated in writing to the
Bank, if any, for the life of said Beneficiary; if none, then to the Director's
then living spouse, if any, for the life of said spouse; if none, or from and
after the death of said spouse, then to the then living children of the
Director, if any, in equal shares, for their joint and survivor lives; and if
none, or after their respective joint and survivor lives, any balance thereof in
one lump sum to the estate of the Director.
b. Death of Director After Retirement Date. If the Director dies after
the Retirement Date, but prior to receiving all of the monthly installments set
forth in paragraph "1", the remaining monthly installment will be paid to the
Director's designated Beneficiary. The Beneficiary shall receive all remaining
installments which the Director would have received until the total sum set
forth in paragraph "1" has been paid. If the Director fails to designate a
beneficiary in writing to the Bank, the remaining monthly installments after the
time of the Director's death shall be paid to the legal representative of the
estate of the Director.
c. Suicide. No payments will be made to the Director's Beneficiary or
estate in the event of death by suicide during the first three years of this
Agreement.
3. Early Retirement. If the Director, for any reason other than death of the
Director or Change of Control of the Bank or the Company, fails to serve on the
Board of Directors for five consecutive years, the Director and/or Beneficiary
will receive compensation which is reduced proportionately based on the number
of full months served in relation to the required service of 60 months. For
example, if the Director serves only 36 months, the Director will be entitled to
36/60 or 60% of the compensation stated in paragraph "1" and/or "2" above. In
determining consecutive years of service, no year shall be counted in which the
Director fails to attend at least two-thirds of the regularly scheduled meetings
of the Board of Directors, except pursuant to the circumstances set forth in
paragraph "6" below.
4. Change of Control. In the event that there is a Change of Control of the Bank
or the Company, as hereafter defined, any successor to the control of the Bank
or the Company shall be bound by the terms of this Agreement. Should the
successor to the Bank or the Company wish to remove any Director then serving on
the Board, or should such Director wish to resign as a Director with the
successor to the Bank or the Company, then such Director and/or Beneficiary will
be entitled to receive the compensation stated in paragraph "1" and/or "2",
irrespective of any reduction which might otherwise be required pursuant to
paragraph "3" above. For purposes of this Agreement, a "Change of Control" shall
mean the occurrence of one or more of the following: (a) a change in the
Company's or the Bank's status requiring prior notice to the Board of Governors
of the Federal Reserve System and/or the Office of the Comptroller of the
Currency pursuant to the Change in Bank Control Act, as amended, and regulations
promulgated thereunder, or (b) the acquisition by any person or group of persons
(as such terms are defined and used in Sections 3(a)(9) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended) of beneficial ownership (as defined
in Rule 13d-3 issued under that Act), directly or indirectly, of securities
representing more than fifty percent (50%) of the combined voting power of the
then outstanding voting securities of the Company or the Bank entitled to vote
generally in the election of directors ("Voting Securities"), or (c) individuals
who constitute a majority of the board of directors of the Company on the date
of this Agreement ("Incumbent Board") cease for any reason to constitute at
least a majority of that Board, provided that any person becoming a director
subsequent to the date of this Agreement whose election or whose nomination for
election by Company stockholders was approved by a majority vote of the
directors comprising the Incumbent Board shall be, for purposes of this
Agreement considered as though he or she will a member of the Incumbent Board;
or (d) a reorganization, merger, or consolidation with respect to which those
persons (as defined above) who were beneficial owners of the Voting Securities
of the Bank or of the Company immediately prior to such reorganization, merger,
or consolidation do not, following such reorganization, merger, or
consolidation, beneficially own, directly or indirectly, shares representing
more than 50% of the combined voting power of the Voting Securities of the
corporation resulting from such reorganization, merger, or consolidation; or (e)
a sale of all or of substantially all of the assets of the Bank or of the
Company.
All other terms and conditions of the aforesaid Agreement shall remain in full
force and effect.
IN WITNESS HEREOF, the parties have executed this amendment on the 25th day
of June, 1997.
ATTEST CENTURY NATIONAL BANK ("Bank")
/s/ F. Kathryn Roberts By: /s/ Joseph S. Bracewell
President
/s/ Barbara L. Potts /s/ William S. McKee
Witness William S. McKee ("Director")
<PAGE>
CENTURY DIRECTORS' TRUST
APPENDIX B
The Trustees of this Trust shall be those persons for whom a written
consent to serve as Trustee has been executed and not withdrawn, a true and
correct copy of which is attached to this Appendix B.
<PAGE>
CENTURY DIRECTORS' TRUST
CONSENT TO SERVE AS TRUSTEE
The undersigned hereby accepts and agrees to serve as Institutional
Trustee of the Century Directors' Trust and to discharge and perform fully the
duties and obligations imposed under such Trust Agreement.
This consent to serve as Trustee is executed this 10 day of September,
1998.
First National Bank of Maryland
FMB Trust, NA
By: /s/ Jeffery Morrison
Title: /s/ Vice President
Witness: By: /s/ Mary A. Jones
Title: Vice President
Witness:
<PAGE>
CENTURY DIRECTORS' TRUST
APPENDIX B
The Trustees of this Trust shall be those persons for whom a written
consent to serve as Trustee has been executed and not withdrawn, a true and
correct copy of which is attached to this Appendix B.
<PAGE>
CENTURY DIRECTORS' TRUST
CONSENT TO SERVE AS TRUSTEE
The undersigned hereby accepts and agrees to serve as Trustee of the
Century Directors' Trust and to discharge and perform fully the duties and
obligations imposed under such Trust Agreement.
This consent to serve as Trustee is executed this 24 day of June, 1998.
Marvin Fabrikant
/s/ Marvin Fabrikant
Witness: By: /s/ Linda W. Townsend
Title: Senior Vice President
Witness: By: _______________________
Title: ______________________
<PAGE>
CENTURY DIRECTORS' TRUST
APPENDIX B
The Trustees of this Trust shall be those persons for whom a written
consent to serve as Trustee has been executed and not withdrawn, a true and
correct copy of which is attached to this Appendix B.
<PAGE>
CENTURY DIRECTORS' TRUST
CONSENT TO SERVE AS TRUSTEE
The undersigned hereby accepts and agrees to serve as Trustee of the
Century Directors' Trust and to discharge and perform fully the duties and
obligations imposed under such Trust Agreement.
This consent to serve as Trustee is executed this 25 day of June, 1998.
C. W. Gilluly
/s/ C. W. Gilluly
Witness: By: /s/ Sandi G. McGiffitt
Title: Chief Financial Officer
Witness: By: /s/ William F. Smith
Title: ______________________
EXHIBIT - 10.16
Amendment No. 1 to Executive Employment Agreement
This Amendment No. 1 ("Amendment No. 1") made this 1st day of March, 1998, by
and between Century Bancshares, Inc., a Delaware corporation ("Employer"), and
Joseph S. Bracewell, a District of Columbia resident ("Employee") (collectively,
the "Parties").
Recitals
Whereas, Employer and Employee have entered into an Executive Employment
Agreement, dated as of September 1, 1996 (the "EEA");
Whereas, the parties now wish to modify the EEA in accordance with the
procedures set forth in Paragraph 11 of the EEA;
Now, Therefore, in consideration of the foregoing premises and the covenants and
agreements recited on this Amendment No. 1 and for other good and valuable
consideration, the receipt and sufficiency of which each part acknowledges, the
Parties agree as follows:
1. Amendments to EEA.
1.1 Renewal of EEA. Employer and Employee waive the notice provisions
in Paragraph 2 of the EES regarding renewal of the EEA and agree
to extend the EEA for an additional on (1) year term commencing
September 1, 1998, and ending August 31, 1999. The notice
provisions in Paragraph 2 of the EEA shall apply to any subsequent
renewal of the EEA, unless the Parties agree in accordance with
the procedures set forth in Paragraph 11 of the EEA to waive those
provisions.
1.2 Salary Increase Effective July 1, 1997. Employer acknowledges and
reaffirms the increase in Employees yearly salary from One Hundred
Eighty-Two Thousand Three Hundred Dollars and No Cents (U.S.
$182,300.00) to One Hundred Eighty-Three Thousand Nine Hundred
Thirty-Seven Dollars and No Cents (U.S. $183,937.00) that Employer
granted Employee effective July 1, 1997, to compensate for changes
to Employer's health insurance plan.
1.3 Salary Increase Effective April 1, 1998. In consideration for
Employee's agreeing to extend the EEA for an additional one (1)
year term, Employee's current yearly salary shall increase from
One Hundred Eighty-Three Thousand Nine Hundred Thirty-Seven
Dollars and No Cents (U.S. $183,937.00) to Two Hundred Five
Thousand Dollars and No Cents (U.S.
$205,000.00), effective April 1, 1998.
2. Covenants, Representations and Warranties of the Parties 2.1 As of the
date of this Amendment No. 1, Employer and Employee
reaffirm all covenants, representations, and warranties made by
them in the EEA (except for any such representations and
warranties which are stated to be made as of a specific date), and
all such covenants, representations and warranties shall have been
deemed to have been re-made as of the date of this Amendment No.
1.
2.2 Employer represents and warrants that this Amendment No. 1
constitutes a legal, valid, and binding obligation of Employer,
enforceable against it in accordance with its terms.
3. Reference to and Effect on EEA.
3.1 Upon the execution of this Amendment No. 1, each reference in the
EEA to "this agreement," "hereunder," "herein," or words of like
import shall mean and be a reference to the EEA, as amended by
this Amendment No. 1.
3.2 Except as specifically waived or amended above, the EEA shall
remain in full force and effect and is ratified and confirmed.
3.3 The execution and delivery of this Amendment No. 1 shall not
operate as a waiver of any right, power, or remedy of Employer or
Employee under the EEA, nor constitute a waiver of any provision
contained in the EEA except as provided in this Amendment No. 1 or
absolve Employer or Employee from the timely performance of their
respective obligations under the EEA.
4. Execution in Counterparts. This Amendment No. 1 may be executed in any
number of counterparts and by the different parties to this Amendment
No. 1 in separate counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which taken
together shall constitute but one and the same agreement.
5. Choice of Law. All disputes concerning the validity, interpretation, or
performance of this Amendment No. 1 and any of its terms or conditions, or
of any rights or obligations of the Parties, shall be governed by the
internal laws of the district of Columbia, except its conflict of laws.
6. Headings. Headings in this Amendment No. 1 are included for informational
purposes only and shall not constitute a part of this Amendment No. 1 for
any other purpose.
In witness whereof, the Parties have duly executed this Agreement as of
the date first above written.
Century Bancshares, Inc.
/s/ F. Kathryn Roberts (Attest) /s/ William C. Oldaker,
Secretary and Director
/s/ Debra M. Johnson (Witness) /s/ Joseph S. Bracewell
