SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report - March 24, 1997
MONOCACY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Maryland 0-22536 52-1824297
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State or other (Commission File (IRS Employer
jurisdiction Number) Identification
of incorporation) Number)
222 East Baltimore Street
Taneytown, Maryland 21787
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(Address of principal executive (Zip Code)
offices)
Registrant's telephone number including area code: (410) 756-2655
--------------
N/A
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(Former name or former address, if changed since last report)
Page 1 of 41
Exhibit Index at page 4
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Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
Not Applicable.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits
10.1 Agreement, dated June 16, 1993, by and between
Taneytown Bank & Trust Company and Francis W.
Neubauer, Jr.
10.2 Supplemental Retirement Plan Agreement, dated
April 25, 1994, by and between Taneytown Bank &
Trust Company and Francis W. Neubauer, Jr.
Item 8. Change in Fiscal Year.
Not Applicable.
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Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
MONOCACY BANCSHARES, INC.
(Registrant)
Dated: March 24, 1997 /s/ Michael K. Walsch
-------------------------------
Michael K. Walsch, Executive Vice
President, Chief Financial Officer
and Chief Operations Officer
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EXHIBIT INDEX
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Page Number
in Manually
Exhibit Signed Original
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10.1 Agreement, dated June 16, 1993, by 5
and between Taneytown Bank & Trust
Company and Francis W. Neubauer, Jr.
10.2 Supplemental Retirement Plan Agreement, 25
Dated April 25, 1994, by and between
Taneytown Bank & Trust Company and
Francis W. Neubauer, Jr.
Exhibit 10.1
EMPLOYMENT AGREEMENT BETWEEN
TANEYTOWN BANK & TRUST COMPANY AND
FRANCIS W. NEUBAUER, JR.
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EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (hereinafter referred to as the
"Agreement") is made this 16th day of June, 1993, effective as of
January 1, 1993 (the "Effective Date"), by and between TANEYTOWN
BANK & TRUST COMPANY, a Maryland corporation (hereinafter
referred to as the "Employer"), and FRANCIS W. NEUBAUER, JR.
(hereinafter referred to as the "Employee").
WITNESSETH
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WHEREAS, the Board of Directors of the Employer has
determined that it is to the advantage and interest of the
Employer to avail itself of Employee's services in connection
with the business of the Employer; and
WHEREAS, Employee desires to accept employment with the
Employer upon the terms and conditions contained herein.
NOW THEREFORE, in consideration of the premises and the
mutual covenants herein set forth, the parties do hereby covenant
and agree as follows:
1. AGREEMENT.
This Agreement constitutes the entire understanding
of the parties relating to the transactions outlined herein and
conclusively supersedes all prior writings and understandings,
whether oral or written, with respect hereto.
2. DEFINITIONS.
Unless otherwise expressly stated herein, the
following words or phases shall be defined as set forth below:
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A. Good Cause. "Good Cause" shall be deemed to
exist upon written notice from the Board of Directors to Employee
of the occurrence of any of the following, as determined in the
sole and absolute discretion of the Board of Directors:
(1) Employee's negligence or willful misconduct
which is clearly injurious to the Employer's business affairs;
(2) Employee's breach of any material provision
of this Agreement;
(3) Employee's conviction of or guilty plea to a
criminal act, potentially punishable by imprisonment of one (1)
year or more;
(4) Employee's failure to satisfactorily perform
the duties as required by the terms hereof;
(5) Employee's failure to follow directions,
policies, rules or procedures established from time to time by
the Board of Directors of the Employer; or
(6) the Employee's suspension or other
disciplinary action by any duly constituted governmental or other
authority regulating the banking industry.
Nothwithstanding anything herein to the contrary, for
purposes of subsections (2), (4) and (5) of this Section 2.A.,
Good Cause shall be deemed to exist upon only thirty (30) days
prior written notice from the Employer of the occurrence of such
events and the Employee's failure to cure the same to the
satisfaction of the Board of Directors within the thirty (30) day
period. Nothwithstanding the foregoing, no such prior notice
shall be
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required to be given where to do so would be impractical, such as
where the action giving rise to Good Cause is not reasonably
capable of being cured.
B. Disability. For purposes of this Agreement,
"Disability" shall be defined as Employee's inability to perform
the duties he is required to perform under the terms of this
Agreement by reason of illness or incapacity, as determined by
the Board of Directors of the Employer in its sole and absolute
discretion; provided that Employee shall be considered disabled
for purposes hereof as of the onset of the illness or incapacity
if he is reasonably anticipated, as of such date of onset, to be
unable, by reason of such illness or incapacity, to perform full-time
services for a period in excess of thirty (30) consecutive
days.
3. EMPLOYMENT AND DUTIES.
The Employer hereby employs Employee and Employee hereby
accepts employment upon the terms and conditions hereinafter set
forth. Employee agrees to devote his best efforts and full
business time to rendering services as Executive Vice-President/Chief Operating
Officer of the Employer or in such other positions as he may hold with the
Employer. Employee agrees that he will not engage in any other gainful
occupation during the term of this Agreement without the prior written
consent of the Employer. Nothing contained herein shall be
construed, however, to prevent Employee from trading, for his own
account and benefit, in stocks, bonds, securities, real estate,
commodities or other forms of investments. The Employee shall
perform assigned work in a
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competent, professional and timely manner. Employee, in the
discharge of his responsibilities, will at all times act in good
faith and use his best efforts to comply with applicable
provisions of federal and Maryland law and regulations. In
addition, Employee agrees to comply with the Employer's policies,
rules and regulations, as determined from time to time by the
Board of Directors of the Employer.
The parties hereto acknowledge and agree that it is
anticipated that Employee will be elected to serve as President
of the Employer effective January 1, 1994. However,
notwithstanding the foregoing, Employee acknowledges that he
shall only become the President of Employer at such time as the
Board of Directors of Employer, in its sole and absolute
discretion, properly adopts an appropriate resolution electing
Employee to serve as President of the Employer.
4. EMPLOYEE AS PRESIDENT.
(a) In the event that the Employee is not elected by
the Board of Directors to serve as President of the Employer on
or before January 1, 1994, either party may provide the other,
during the period commencing on January 1, 1994 and ending
January 31, 1994, with thirty (30) days written notice of the
termination of this Agreement.
(b) In the event that Employee is elected by the
Board of Directors to serve as President of the Employer on or
before January 1, 1994 and (i) thereafter the controlling
interest in the Employer is transferred in a merger,
consolidation, corporate
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takeover or similar transaction or related series of transactions
(the "Change Event"), and (ii) within thirty (30) days after the
occurrence of the Change Event the Employee is notified that he
will not continue to serve as President of the Employer or its
successor, either party may provide the other, within thirty (30)
days after the date of such notification, with thirty (30) days
written notice of the termination of this Agreement.
(c) In the event of a termination of this Agreement
by either party pursuant to Section 4(a) or 4(b) above, (i) the
Employee shall not be obligated to repay the unvested portion of
the Relocation Bonus as defined in Section 14 below, and (ii) the
restrictions contained in subparagraphs (i), (ii), (iii) and (iv)
of Section 12(a) below shall not apply.
5. TERM.
The initial term of this Agreement shall begin on the
Effective Date hereof and shall continue for a period of two (2)
years thereafter ("Initial Term"), or until terminated as
provided herein (including as set forth in Section 4 or 11
hereof). This Agreement shall be subject to automatic renewal
for successive one (1) year periods, subject to the terms and
conditions set forth in this Agreement, unless either party
notifies the other in writing at least one hundred eighty (180)
days prior to termination of the then current term of the party's
desire to terminate this Agreement. The Initial Term and each
renewal of this Agreement shall be collectively referred to as
the "Term."
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6. COMPENSATION.
In consideration of and for the services rendered by
the Employee under this Agreement, the Employer shall pay the
Employee a base salary of One Hundred Seven Thousand Five Hundred
Dollars ($107,500.00) per annum, as well as such additional
salary and bonuses as may be determined in accordance with the
policies for determination of salary and bonuses established by
the Employer's Board of Directors from time to time.
7. FRINGE BENEFITS.
During the Term of this Agreement, the Employee shall
be entitled to all fringe benefits offered generally to the
Employer's executive employees, as determined by the Board of
Directors from time to time, subject to the rules and regulations
in effect regarding participation in such benefit plans. In
addition, the Board of Directors of Employer shall consider
alternative non-qualified retirement plans for the benefit of the
Employee; provided that the parties acknowledge that the Board
shall retain complete discretion to adopt only such plan as it
deems advisable, if any.
8. BUSINESS EXPENSES.
The Employee is authorized to incur reasonable
expenses in connection with the business of the Employer,
including dues and subscriptions for professional organizations
and periodicals, travel and entertainment expenses. Any such
expenses shall be subject to any requirements or limitations
imposed by the Board of Directors of the Employer. To the extent
practicable, fees for
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professional seminars and post-graduate courses, expenses
incurred in attending professional meetings and coventions as
necessary in order to be fully and currently informed as to new
developments in the field of banking and other similar items
shall be approved in advance by the Chairman of the Board of
Directors or the Chairman of the Executive Committee of the
Employer.
The Employer will reimburse Employee for the expenses
incurred pursuant to this Section 8, unless such expenses have
been paid directly by the Employer, upon presentation by Employee
of an itemized account of such expenditures in a manner
prescribed and authorized by the Employer.
9. VACATION.
The Employee shall be entitled to twenty (20) working
days per calendar year paid vacation, to be taken at such times
as determined by the Employee and approved by the Board of
Directors of the Employer; provided that if the Employee fails to
fully take such vacation in any calendar year, any unused
vacation time may only be carried forward from year to year with
the prior written approval of the Employer's Chairman of the
Board or Chairman of the Executive Committee. Upon termination
of the Employee's employment, Employer shall be paid for any
accrued but unused vacation time except in the event that
Employee terminates his employment with Employer or fails to
renew this Agreement or Employer terminates the employment of
Employee due to circumstances or for reasons constituting Good
Cause. For purposes of this Section 9, Good Cause shall be
deemed to exist only if the Board of
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Directors reasonably determines that any of the events listed in
Section 2.A. above have occurred. Attendance at seminars
approved in advance by the Board of Director shall not be
chargeable against the vacation time provided for hereinabove.
10. DISABILITY.
If the Employee is unable to perform his services by
reason of Disability, as defined in Section 2.B. hereof, he shall
be entitled to receive salary continuation payments (but only for
so long as he shall remain so disabled) as follows:
(a) During the first ninety (90) days of Disability,
the Employee shall receive an amount equal to One Hundred Percent
(100%) of the compensation to which he would have otherwise been
entitled as hereinabove provided in Section 6, reduced by any
insurance benefits received by the Employee from disability
insurance purchased by the Employer.
(b) After ninety (90) days of Disability, the Employee
shall no longer receive any compensation from the Employer.
If the Employee is unable to perform the services
required hereunder by reason of Disability for a period exceeding
ninety (90) continuous days, this Agreement may be terminated at
the end of such ninety (90) day period in the sole and absolute
discretion of the Board of Directors without further liability on
the part of either of the parties hereto; provided, however, that
the purposes of this Section 10, the restrictions set forth in
Section 12 hereinbelow shall remain in full force and effect.
Notwithstanding the foregoing, however, the provisions of
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subparagraphs (i), (ii), (iii) and (iv) of Section 12(a) shall be
of no further force and effect unless the Board of Directors
reasonably determines that Disability exists as defined in
Section 2.B.
11. TERMINATION.
(a) Notwithstanding any provision of this Agreement
to the contrary, this Agreement may be terminated by the Employer
(acting through its Board of Directors) effective immediately for
Good Cause, as defined herein.
(b) Upon the termination of this Agreement for Good
Cause or otherwise, Employee shall return all records, files,
documents and other written materials of the Employer and shall
have no further involvement in or access to the Employer's
customer files, records or affairs. He shall thereafter have no
further professional duties to perform for the Employer or any of
its customers. Employee shall thereupon immediately remove
himself and his personal effects from the Employer's premises.
(c) If Employee's employment is terminated as
provided for herein, Employee shall not be entitled to any sums
other than those expressly provided for hereunder or under the
terms of any employee benefit plan or other agreement to which
Employee is a party or participant.
12. RESTRICTIVE COVENANT.
(a) Covenant Not to Compete. During the Term of
this Agreement, and for a period of two (2) years after
termination of employment (with or without cause), Employee will
not, directly or
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indirectly, either as an individual or as a proprietor,
stockholder, partner, officer, director, employee, agent,
consultant or independent contractor of any individual,
partnership, corporation or other entity (excluding an ownership
interest of one percent (1%) or less in the stock of a publicly
traded company):
(i) become employed by, participate in, or be
connected in any manner with the ownership, management,
operation, or control of any bank, savings and loan or other
similar financial institution if Employee's responsibilities will
include providing banking or other financial services in Carroll
County or Howard County or any other county or city in which the
Employer maintains an office as of the date of the termination of
the Employee's employment or if Employee regularly conducts
business in or from an office or branch in Carroll County or
Howard County or any other county or city in which Employer has
an office or branch as of the date of the termination of the
Employee's employment; or
(ii) participate in any way in hiring or otherwise
engaging, or assist any other person or entity in hiring or
otherwise engaging, on a temporary, part-time or permanent basis,
any individual who was employed by Employer during the one (1)
year period immediately prior to the termination of the
Employee's employment; or
(iii) assist, advise, or serve in any capacity,
representative or otherwise, any third party in any action
against the Employer or transaction involving the Employer; or
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(iv) sell, offer to sell, provide banking or
other financial services, assist any other person in selling or
providing banking or other financial services, or solicit or
otherwise compete for, either directly or indirectly, any orders,
contracts, or accounts for services of a kind or nature like or
substantially similar to the services performed or products sold
by the Employer (the preceding hereinafter referred to as
"Services"), to or from any person or entity from whom Employee
or the Employer provided banking or other financial services,
sold, offered to sell or solicited orders, contracts or accounts
for services, during the one (1) year period
immediately prior to the termination of the Employee's
employment; or
(v) divulge, disclose, or communicate to
others in any manner, whatsoever, any confidential information of
the Employer, including, but not limited to, the names and
addresses of customers of the Employer, as they may have existed
from time to time or of any of the Employer's prospective
customers, work performed or services rendered for any customer,
any method and/or procedures relating to projects or other work
developed for the Employer, earnings or other information
concerning the Employer. The restrictions contained in this
subparagraph (v) apply to all information regarding the Employer,
regardless of the source who provided or compiled such
information. Notwithstanding anything to the contrary, the terms
of this subparagraph (v) shall not be limited to the two (2) year
restriction set forth above and all information referred to
herein shall not be disclosed unless and
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until it becomes known to the general public from sources other
than Employee.
(b) Remedies. In the event of a breach or a
threatened breach by Employee of any provision of these
restrictions, Employee recognizes the substantial and immediately
harm that a breach or threatened breach will impose upon the
Employer, and further recognizes that in such event monetary
damages may be inadequate to fully protect Employer.
Accordingly, Employee consents to Employer's entitlement to such
ex parte, preliminary, interlocutory, temporary or permanent
injunctive, or any other equitable relief, protecting and fully
enforcing Employer's rights hereunder and preventing Employee
from further breaching any of his obligations set forth herein.
Employee expressly waives any requirement, based on any statute,
rule of procedure, or other source, that Employer post a bond as
a condition of obtaining any of the above-described remedies.
Nothing herein shall be construed as prohibiting Employer from
pursuing any other remedies available to Employer at law or in
equity for such breach or threatened breach, including the
recovery of damages from Employee. Employee expressly
acknowledges and agrees that: (i) the restrictions set forth in
this Section 12 are reasonable, in terms of scope, duration,
geographic area, and otherwise, (ii) the protections afforded
Employer in this Section 12 are necessary to protect its
legitimate business interest, (iii) the restrictions set forth in
this Section 12 will not be materially adverse to Employee's
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ability to obtain gainful employment comparable to Employee's
employment with the Employer, and (iv) his agreement to observe
such restrictions forms a material part of the consideration for
this Agreement.
(c) Overbreadth of Restrictive Covenant. It is the
intention of the parties that if any restrictive covenant in this
Agreement is determined by a court of competent jurisdiction to
be overly broad, then the court should enforce such restrictive
covenant to the maximum extent permitted under the law as to
area, breadth and duration.
(d) Notwithstanding anything to the contrary
contained herein, the restrictions contained in subparagraphs
(i), (ii) and (iii) and (iv) of Section 12 (a) shall not apply in
the event that the Employer terminates the employment of the
Employee or the Employer fails to renew this Agreement upon the
expiration of the Initial Term or any renewal term, unless such
termination or non-renewal is due to circumstances or for reasons
constituting Good Cause. For purposes of this Section 12(d)
only, Good Cause shall be deemed to exist only if the Board of
Directors reasonably determines that any of the events listed in
Section 2.A. above have occurred.
13. EMPLOYEE COVENANT.
Employee shall not during the Term of this Agreement or
at any time thereafter divulge, disclose or communicate to others
in any manner whatsoever, information or statements which
disparage
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or are intended to disparage the Employer and its business
reputation.
14. RELOCATION ASSISTANCE.
(a) Employer and Employee hereby acknowledge and agree
that in connection with his employment hereunder, the Employee
will use reasonable good faith efforts to move his primary
residence to the Westminster community of Carroll County,
Maryland as soon as is practicable and to sell his current
primary residence in Howard County, Maryland which is the
property currently known as 855 The Old Station Court, Woodbine,
Maryland 21797 (the "House"). Employer and Employee further
acknowledge and agree that the cost of the House was Four Hundred
Nine Thousand Two Hundred Thirty Five Dollars ($409,235.00) and
that the House was originally listed for sale at a price of Three
Hundred Ninety-Nine Thousand Dollars ($399,000.00). Employee
acknowledges that in order to expedite the sale of the House,
Employee has and shall reduce the sale price of the house on or
after the following dates as follows:
$379,000 February 1, 1993
$359,000 April 1, 1993
$349,000 June 1, 1993
$329,000 July 1, 1993
In addition, Employee agrees that he will offer the
selling agent a bonus of $5,000 if the House is sold prior to
June 1, 1993. In the event that the Employee sells the House for
less than $409,235.00 (based upon the gross contract price
unreduced by any costs or expenses of sale), Employer hereby
agrees that it will
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pay a bonus to Employee at the time of closing of the sale of the
house, in that amount by which $409,235.000 exceeds the gross
contract sale price that Employee receives for the House (the
"Relocation Bonus"). Employee agrees that with respect to the
sale of the House, Employee and the buyer shall allocate and pay
any points, taxes and similar closing costs in a commercially
reasonable manner.
(b) Upon thirty (30) days prior written notice at any
time after the date hereof, the Employer may require the Employee
to move to the Westminster community of Carroll County, Maryland
prior to the end of such thirty (30) day period. The Employee
may move to the Westminster community of Carroll County,
Maryland, at any time of his own volition and shall give the
Employer thirty (30) days prior written notice thereof. In
either event, if the House has not previously been sold as of the
time the Employee moves, the Employer shall purchase the House at
the later to occur of (i) when the Employee moves and (ii) the
end of the thirty (30) days notice period for a price payable at
closing equal to Three Hundred Ninety-Six Thousand Nine Hundred
Fifty-Eight Dollars ($396,958.00) (which is the difference
between Four Hundred Nine Thousand Two Hundred Thirty-Five
Dollars ($409,235.00) and the three percent (3%) real estate
commission which would have been paid by the Employee on a sale
at that price) (the "Employer Purchase Price"). Notwithstanding
the foregoing, the Employer shall not be required to purchase the
House pursuant to this paragraph (b) prior to September 30, 1993
unless the Employee has
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moved prior to such date upon the demand of the Employer as
herein provided. For so long as the House remains unsold or the
Employer owns the House, Roberta Neubauer shall use diligent good
faith efforts to market the House and shall serve as the listing
agent for the House at the Employer's option. By her joinder
herein, Roberta Neubauer hereby expressly waives her right to
receive a commission upon the purchase and/or sale of the House
whether by the Employer or a third party. If the Employer
purchases the House pursuant to this subsection (b), the
Relocation Bonus shall be that amount by which the Employer
Purchase Price exceeds the Employer Disposition Price (as herein
defined). The Employer Disposition Price shall be the net amount
received by the Employer, after reduction for all out-of-pocket
costs and expenses, upon the Employer's sale of the House in the
event that the Employer purchases the House pursuant to this
subsection (b).
(c) For each full year that Employee is employed by
the Employer from and after January 1, 1993, the Employee shall
be fully vested with respect to an amount equal to twenty percent
(20%) of the Relocation Bonus. For purposes of this Section 14,
"Year" shall be defined as a period of twelve (12) consecutive
months. In the event that Employee's employment with the
Employer terminates for any reason prior to January 1, 1998,
Employee shall repay the unvested portion of the Relocation Bonus
to the Employer upon the terms set forth in subsection (d) below;
provided, however, that the Employee or the Employee's estate, as
appropriate, shall not be obligated to repay the unvested portion
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of the Relocation Bonus upon the termination of the Employee's
employment by reason of the Employee's death or Disability, the
Employer's termination of Employee's employment or the Employer's
failure to renew this Agreement after the Initial Term or any
renewal term, unless such termination or non-renewal is due to
circumstances and for reasons related to the Employee's
unsatisfactory job performance or with Good Cause.
(d) From and after the termination of the Employee's
employment hereunder, the unvested portion of the Relocation
Bonus will bear interest at an annual rate equal to the prime
rate announced in the Wall Street Journal (Eastern Edition), plus
one percent (1%), which rate shall be adjusted on each January 1.
The unvested portion of the Relocation Bonus shall be amortized
and repaid over a ten (10) year period by the payment of one
hundred twenty (120) equal monthly installments of principal and
interest (provided that the monthly installment shall be adjusted
on each date that the interest rate changes in order to continue
to provide for the amortization of the obligation over the
remaining portion of the ten (10) year term). The unvested
portion of the Relocation Bonus may be prepaid at anytime, in
whole or in part, without the prior written consent of the
Employer and without penalty. The Employee's spouse, Roberta
Neubauer, has joined herein for the purpose of agreeing that
Employee and Roberta Neubauer shall be jointly and severally
liable to the Employer for the repayment of the unvested portion
of this Relocation Bonus.
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(e) Notwithstanding the foregoing provisions of this
Section 14, the parties acknowledge that the Board of Directors
of the Employer shall have the right to modify the terms and
conditions set forth above as may be deemed necessary or
appropriate in order to comply with federal or state regulatory
requirements, including, but not limited to, Federal Reserve
Board Regulation O.
15. INSURANCE.
The Employer may purchase life insurance and/or
disability insurance on the Employee to protect its interests
hereunder. All policies so purchased shall name the Employer as
beneficiary. The Employee shall cooperate with the Employer in
obtaining such insurance, including, but not limited to, by
completing such applications and documents as are required by the
insurers and submitting to physical examinations, if necessary.
16. ENFORCEMENT OF PROVISIONS.
The failure of Employer or Employee at any time to
enforce any of the provisions of this Agreement, or any right
with respect thereto, will in no way be construed to be a waiver
of such provisions or rights or in any way to affect the validity
of this Agreement. The exercise by either party thereto of any
rights under the term or covenants herein shall not preclude or
prejudice the exercising thereafter of the same or any other
rights under this Agreement.
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17. RECORDS.
All records pertaining to customers of Employer, including
but not limited to work papers, receipts, financial reports and
statements, applications, statements, records of fees, billings
and payment of fees and all personnel records pertaining to
compensation and expenses of Employee within the scope of his
employment shall at all times be the property of Employer.
18. NOTICES.
All communications or notices required or permitted by
this Agreement shall be in writing and shall be deemed to have
been given at the earlier of the date when actually delivered to
an individual party or to an executive officer of a corporate
party or when deposited in the United States mail, certified or
registered mail, postage prepaid, return receipt requested, and
addressed as follows, unless and until any of such parties
notifies the others in accordance with this Section 18 of a
change of address:
If to Employer: Donald Hull, Chairman of the Board
Taneytown Bank & Trust Company
c/o Hull Company Accounts, Inc.
526 Baltimore Boulevard
Westminster, Maryland 21157
Eric E. Glass, Vice Chairman of the Board
Taneytown Bank & Trust Company
c/o The Taney Corporation
5130 Allendale Lane
Taneytown, Maryland 21787
With a copy to: David M. Abramson, Esquire
Leven, Schimel, Belman & Abramson, P.A.
Woodmere I, Suite 400
9881 Broken Lane Parkway
Columbia, Maryland 21046-1153
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If to Employee: Francis W. Neubauer, Jr.
855 The Old Station Court
Woodbine, Maryland 21797
19. INVALID PROVISION.
The invalidity or unenforceability of any particular
provision of this Agreement shall not affect the other provisions
hereof, and the Agreement shall be construed in all respects as
though such invalid or unenforceable provisions were omitted.
20. INTERPRETATION.
This Agreement shall be interpreted in accordance with
the laws of the State of Maryland, exclusive of its conflicts of
law provisions.
21. MODIFICATION.
This Agreement may be changed, modified or amended only
by an agreement in writing signed by the parties.
22. HEADINGS.
The section headings herein are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.
23. ASSIGNMENT.
The rights and obligations of Employer undre this
Agreement shall inure to the benefit of and be ginding upon the
successors and assigns of Employer. This Agreement being for the
personal services of Employee, shall not be assignable nor
delegable by him.
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24. COUNTERPARTS.
This Agreement may be executed simultaneously in any
number of counterparts, each of which shall be deemed an
original, but all of which shall together constitute one and the
same document.
25. ARBITRATION.
Any question or controversy arising under this
Agreement shall be settled by arbitration, except any action
seeking equitable relief initiated by Employer pursuant to
Section 12 above, under the then existing rules of the American
Arbitration Association, and the decision of the arbitrator shall
be final and binding upon the parties (including an award of
costs of the arbitration which shall be paid by the non-prevailing party,
as determined by the arbitrator). The arbitration shall be conducted by
a single arbitrator in Carroll County, Maryland.
26. COSTS OF BREACH.
The parties agree that the non-breaching party shall be
entitled to all attorneys' fees, court costs and other expenses
incurred by the non-breaching party as a result of any breach by
Employer or employee of any covenant, agreement, term condition
or obligation contained in this Agreement.
27. WITHHOLDING FUNDS; RIGHT TO OFFSET AND APPLY PAYMENTS.
In the event that Employee shall owe an obligation of
any type whatsoever to Employer at any time during the Term or
after termination hereof, and shall not have paid such obligation
as and when the same became due and payable, Employee hereby
expressly
21
<PAGE>
authorizes Employer to withhold or deduct an amount equal to said
obligation from any wages due to Employee from Employer. for
purposes of this provision, wages shall mean any remuneration,
compensation, bonus, commission, and/or fringe benefit provided
in return for services provided by Employee. In addition,
notwithstanding the terms of any other agreement or obligation
between Employer and Employee, any amounts due under any
agreement or obligation to Employee, including under the terms
set forth herein, including wages shall first be applied and
offset against any money owed by Employee to Employer.
28. SURVIVAL.
Except as otherwise expressly set forth herein, the
provisions of Sections 12, 13, 14, 25, 26 and 27 of this
Agreement shall survive the termination of this Agreement for any
reason.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement under seal the day and year first above written.
ATTEST: TANEYTOWN BANK & TRUST COMPANY
By: /s/ Donald Hull
- -------------------------- ----------------------------(SEAL)
Donald Hull, Chairman of
the board
By: /s/ Eric E. Glass
- -------------------------- ----------------------------(SEAL)
Vice Chairman of the Board
WITNESS:
/s/ Francis W. Neubauer, Jr.
- -------------------------- ----------------------------(SEAL)
22
<PAGE>
JOINDER
The undersigned joines herein to evidence her agreement to
be bound by the provisions of Section 14 of the foregoing
Employment Agreement.
WITNESS:
/s/ Roberta Neubauer
- ------------------------ ---------------------------(SEAL)
EXHIBIT 10.2
SUPPLEMENTAL RETIREMENT PLAN AGREEMENT
BETWEEN TANEYTOWN BANK & TRUST COMPANY
AND FRANCIS W. NEUBAUER, JR.
<PAGE>
SUPPLEMENTAL RETIREMENT PLAN AGREEMENT
THIS SUPPLEMENTAL RETIREMENT PLAN AGREEMENT ("Agreement") is
made this 25th day of April, 1994, by and between TANEYTOWN BANK
& TRUST COMPANY (the "Bank") and FRANCIS W. NEUBAUER, JR.
("Employee").
WITNESSETH
WHEREAS, Employee is expected to play a key role in the
future growth and profitability of the Bank; and
WHEREAS, the Bank desires to establish for Employee's
benefit a performance-based supplemental retirement plan on the
terms and conditions set forth herein, in order to provide
additional incentives for Employee to strengthen the financial
condition of the Bank.
NOW THEREFORE, in consideration of the premises and of the
mutual covenants and undertakings hereinafter set forth, and
other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree to as follows:
1. SUPPLEMENTAL RETIREMENT PLAN AWARDS. In addition to
any payments of current compensation for his services which may
be paid by the Bank to Employee from time to time, the Bank
agrees to make to, or on behalf of, Employee, the following
supplemental retirement plan awards on the terms and conditions
set forth herein.
2. DEFINITIONS. Unless otherwise expressly stated herein,
the following words or phrases shall be defined as set forth
below:
<PAGE>
A. Good Cause. "Good Cause" shall be deemed to exist
upon written notice from the Board of Directors of the Bank to
Employee of the occurrence of any of the following, as determined
in the sole and absolute discretion of the Board of Directors;
(1) Employee's negligence or willful misconduct
which is clearly injurious to the Bank's business affairs;
(2) Employee's breach of any material provision of
this Agreement or any other agreement to which he and the Bank
are parties;
(3) Employee's conviction of or guilty plea to a
criminal act, potentially punishable by imprisonment of one (1)
year or more;
(4) Employee's failure to satisfactorily perform
the duties as required by the terms of his employment agreement
with the Bank;
(5) Employee's failure to follow directions,
policies, rules or procedures established from time to time by
the Board of Directors of the Bank; or
(6) Employee's suspension or other disciplinary
action by any duly constituted governmental or other authority
regulating the banking industry.
Notwithstanding anything herein to the contrary, for
purposes of subsections (2), (4) and (5) of this Section 2.A.,
Good Cause shall be deemed to exist only upon thirty (30) days
prior written notice from the Bank of the occurrence of such
events and Employee's failure to cure the same to the
satisfaction of the
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<PAGE>
Board of Directors within the thirty (30) day period.
Notwithstanding the foregoing, no such prior notice shall be
required to be given where to do so would be impractical, such as
where the action giving rise to Good Cause is not reasonably
capable of being cured.
B. Disability. For purposes of this Agreement,
"Disability" shall be defined as Employee's inability to perform
the duties he is required to perform under the terms of his
employment agreement with the Bank by reason of illness or
incapacity, as determined by the Board of Directors of the Bank
in its sole and absolute discretion.
C. Retirement. For purposes of this Agreement,
"Retirement" shall be defined as the termination of Employee's
employment with the Bank at any time after the Restriction Period
(as hereinafter defined) for any reason except due to
circumstances and for reasons related to Good Cause, or
Employee's death or Disability.
3. DEFERRED CASH ACCOUNT.
A. Establishment of Deferred Cash Account. The Bank
hereby agrees to establish, fund and maintain an account
(hereinafter referred to as the "Deferred Cash Account") to which
the Bank shall allocate an annual amount equal to four hundred
fifty-five one thousandths percent (.455%) of the pre-tax net
income of the Bank for each fiscal year of the Bank commencing
with the 1994 Fiscal Year ("Annual Cash Award"); provided,
however, that the allocation of an Annual Cash Award shall be
conditioned upon
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<PAGE>
the achievement by the Bank during such fiscal year of such
goals, conditions and criteria as are set by the Boards of
Directors pursuant to Section 5 of this Agreement and that the
calculation of the amount of the Annual Cash Award to be made
each year shall be based upon such percentage of pre-tax net
income as is set each year by the Board of Directors. The pre-tax net income
of the Bank for each fiscal year shall be based upon the audited financial
statements of the Bank prepared for such fiscal year.
B. Investment. At Employee's request, the funds in
the Deferred Cash Account shall be invested by the Bank each year
in such investment vehicles as are proposed in writing by
Employee and approved by the Board of Directors. Earnings,
losses or other fluctuations in value on such investments as are
made by the Bank of the Deferred Cash Account shall be credited
to or debited from the Employee's cumulative Deferred Cash
Account. The Board of Directors shall not be required to make
any proposed investment and may at any time terminate its prior
approval of any investment (i) if such investment would violate
any federal or state regulatory rules or requirements applicable
to the Bank or (ii) if the Board of Directors, in its sole and
absolute discretion, determines that such investment is imprudent
or otherwise inadvisable. In the event that the Bank determines
that it will not make a proposed investment or terminates its
prior approval of an investment, and so notifies Employee,
Employee shall designate an alternate investment. If at any time
Employee has not requested an investment vehicle which the Board
of Directors has approved, the
-4-
<PAGE>
funds in the Deferred Cash Account shall be increased by
crediting the Deferred Cash Account with an annual rate of return
equal to the Bank's one (1) year certificate of deposit rate of
interest (based on the then value of the cumulative Deferred Cash
Account) as of the date hereof and adjusted as of each January
1st thereafter.
The Board of Directors shall not be liable to Employee for
the performance of or results with respect to any investments
undertaken or not approved pursuant to the terms hereof.
Employee expressly acknowledges and agrees that he will bear any
and all risk and will hold the Board of Directors harmless with
respect to the performance of any investment made by the Board of
Directors at the request of Employee pursuant to the terms of
this Agreement.
C. Timing of Allocations. In the event that the
goals, conditions and criteria as set by the Board have been met
for the prior fiscal year, the Bank shall, within thirty (30)
days after the availability of the information necessary to make
those determinations, make an allocation of the Annual Cash Award
to Employee's Deferred Cash Account. At the time of each such
allocation, the Bank shall provide Employee with a written
statement (the "Statement") indicating the amount that has been
credited to the Deferred Cash Account, the investments made, the
results with respect to such investments and the cumulative
balance in the Deferred Cash Account. The Bank shall make
investments from funds in the Deferred Cash Account as soon as is
practicable after the Employee submits a written selection of
investment and the
-5-
<PAGE>
Board of Directors approves such selection. For purposes of
crediting the annual rate of return, if applicable, the
allocation of funds attributable to each fiscal year shall be
credited to the Deferred Cash Account as of the first day of the
succeeding fiscal year.
D. Change to Annual Cash Award Formula. The Board of
Directors may, in its sole discretion, increase or decrease at
any time during any fiscal year the current percentage of pre-tax
net income upon which the Annual Cash Award for such fiscal year
is based in the event of a fundamental change in the nature of
and/or operations of the Bank, such as might result from a merger
or a public offering of stock.
E. Initial Award. As of the date of the execution of
this Agreement, Twelve Thousand Three Hundred Ninety-Seven
Dollars ($12,397.00) shall be allocated to the Deferred Cash
Account as the initial Annual Cash Award.
4. RESTRICTED STOCK PLAN.
A. In addition to establishing the Deferred Cash
Account, the Bank shall cause to be issued to Employee, for each
fiscal year of the Bank commencing with the 1994 Fiscal Year,
common stock of Monocacy Bancshares, Inc. ("Bank Stock"), valued
at eleven and one-half percent (11.5%) of Employee's base salary
as of the end of such fiscal year ("Annual Stock Award");
provided, however, that the issuance of the Annual Stock Award
shall be conditioned upon the achievement by the Bank during such
fiscal year of such goals, conditions and criteria as are set by
the Board
-6-
<PAGE>
of Directors pursuant to the provisions of Section 5 of this
Agreement and that the determination of the Annual Stock Award to
be made each year shall be based upon such percentage of base
salary as is set each year by the Board of Directors.
B. Timing of Stock Issuance. In the event that the
goals, conditions and criteria set by the Board have been met for
the prior fiscal year, the Bank shall cause to be issued to
Employee, within thirty (30) days after the availability of the
information necessary to make that determination, the appropriate
number of shares of Bank Stock constituting the Annual Stock
Award. At the time of each such issuance of Bank Stock, the Bank
shall include in the Statement the number of shares of Bank Stock
which are being issued to Employee.
C. Valuation. Each share of Bank Stock issued to
Employee pursuant to this Agreement shall be valued as of the
date of the issuance of such Bank Stock to Employee at that value
for Bank Stock established pursuant to a dividend reinvestment
plan adopted for Bank Stock by the Board of Directors of Monocacy
Bancshares, Inc. In the event that no value has been established
for Bank Stock pursuant to a dividend reinvestment plan, Bank
Stock issued to Employee pursuant to this Agreement shall be
valued at one and one-half (1.5) times the book value of such
shares as of the end of the fiscal year for which the Annual
Stock Award is issued.
D. Restrictions on Transfer. Employee shall not,
until such time that Employee's interest in the Bank Stock
acquired by
-7-
<PAGE>
Employee under this Agreement has fully vested as set forth in
Section 6.A., sell, hypothecate, pledge, assign, or otherwise
transfer, with or without consideration, any or all of such Bank
Stock to any person, corporation, partnership, association, trust
or any other entity whatsoever, except pursuant to the terms of
this Agreement. Any attempt at transfer made in contravention of
this Agreement shall be null and void and of no force and effect.
E. Voting and Dividend Rights. Employee shall have the
right to vote all shares of Bank Stock which he receives pursuant
to this Agreement. In the event that a dividend reinvestment
plan has been established by the Board of Directors of Monocacy
Bancshares, Inc., Employee shall participate in such dividend
reinvestment plan with respect to all shares of Bank Stock
received pursuant to this Agreement and all shares of Bank Stock
received pursuant thereto shall be subject to the restrictions
imposed on the underlying Bank Stock awarded pursuant to this
Agreement. In the event that no dividend reinvestment plan has
been established, Employee will receive and retain any cash
dividends (free of restrictions) declared and paid with respect
to shares of Bank Stock awarded pursuant to this Agreement. In
the event of a stock dividend, stock split, issuance of
additional stock or recapitalization, Employee shall receive the
additional Bank Stock subject to the same restrictions imposed on
the underlying Bank Stock awarded pursuant to this Agreement.
F. Prepayment Rights. The Board of Directors may, in
its sole discretion, cause the prepayment to Employee of any
number
-8-
<PAGE>
of shares of Bank Stock to be applied toward future Annual Stock
Awards to which Employee may become entitled. All shares of Bank
Stock that are prepaid to Employee shall be subject to the same
restrictions imposed on the shares distributed with respect to
the Annual Stock Awards.
G. Initial Award. As of the date of the execution of
this Agreement, 630 shares of Bank Stock, which are valued in
accordance with this Agreement at Twelve Thousand Three Hundred
Sixty-Three Dollars ($12,363.00), shall be issued to Employee as
the initial Annual Stock Award.
5. GOALS FOR ALLOCATION OF ANNUAL CASH AWARDS AND ISSUANCE
OF ANNUAL STOCK AWARDS. Prior to the beginning of each fiscal
year, the Board of Directors shall adopt a budget and such other
financial goals as it deems advisable. The Board shall then
provide Employee with a written description of those certain
goals, conditions and criteria within the budget and financial
goals which must be met in order for him to earn the Annual Cash
Award and Annual Stock Award, respectively. The Board of
Directors shall have absolute discretion to (i) identify and
determine the goals, conditions and criteria which must be met,
(ii) change the goals, conditions and criteria from year to year,
and (iii) set different goals, conditions and criteria to be met
to earn the Annual Cash Award and the Annual Stock Award,
respectively. In addition, the Board of Directors shall be the
sole and final arbiter in connection with any dispute as to
whether the goals, conditions and criteria set by the Board have
been met. In the event that the
-9-
<PAGE>
Board of Directors does not establish any goals, conditions and
criteria for purposes of the Annual Cash Award and/or the Annual
Stock Award in any year, the Bank shall not make an Annual Cash
Award and/or an Annual Stock Award, as appropriate, for any such
year.
6. VESTING.
A. General Rule. For each full year that Employee is
employed by the Bank after the end of the Restriction Period (as
hereinafter defined), Employee shall become conditionally vested
with respect to an amount equal to twenty percent (20%) of (i)
the Deferred Cash Account and (ii) the aggregate of the Annual
Stock Awards.
B. Vesting in the Event of Prepayment. In the event
of a prepayment of Bank Stock as described in Section 4.F.,
above, Employee shall become vested in the Bank Stock not based
upon the amount of any prepayment, but based upon the aggregate
of the Annual Stock Awards that Employee has earned pursuant to
the terms of this Agreement. For example, assume that the Bank
causes the prepayment to Employee of $250,000 in Bank Stock. If
thereafter Employee earns $20,000 in Bank Stock each year for ten
(10) years, Employee shall, at the end of year ten (10), have
earned a total of $200,000. His rights vest twenty percent (20%)
per year in each of years eight (8), nine (9), and ten (10), so
that at the end of year ten (10) Employee will be sixty percent
(60%) vested. At that time, however, Employee will be sixty
percent (60%) vested in the
-10-
<PAGE>
$200,000 that Employee has earned, not the $250,000 that was
prepaid.
C. Vesting In the Event of Change of Control. In the
event that the controlling interest in Monocacy Bancshares, Inc.
Is transferred in a merger, consolidation, corporate takeover or
similar transaction or related series of transactions,
notwithstanding any other provision of this Agreement to the
contrary, the employee shall become conditionally vested with
respect to an amount equal to 100% of (i) the Deferred Cash
Account and (ii) the aggregate of the Annual Stock Awards.
Thereafter, for purposes of Section 7, below, any termination of
the Employee's employment shall be deemed to have occurred after
the Restriction Period.
7. TERMINATION.
A. Termination During Restriction Period. If, during
the period ending on December 31, 2000 (the "Restriction
Period"), Employee's employment is terminated for any reason
except death or Disability, whether by Employee or the Bank, and
whether for Good Cause or without Good Cause, Employee shall
forfeit all rights to the Deferred Cash Account and shall sell,
and the Bank shall cause to be purchased, upon the terms
hereinafter set forth, all Bank Stock awarded to Employee
pursuant to this Agreement.
B. Termination After Restriction Period. If after the
Restriction Period, Employee's employment with the Bank is
terminated for Good Cause, Employee shall forfeit all rights to
the Deferred Cash Account and shall sell, and the Bank shall
cause to
-11-
<PAGE>
be purchased, upon the terms hereinafter set forth, all Bank
Stock awarded to Employee pursuant to this Agreement.
C. Retirement. In the event Employee's Retirement
occurs after the Restriction Period but prior to such time that
Employee has become fully vested, Employee shall forfeit his
rights to that portion of the Deferred Cash Account in which he
is not vested and shall sell, and the Bank shall cause to be
purchased, upon to the terms hereinafter set forth, that amount
of Bank Stock awarded to him in which he is not vested. In the
event Employee's Retirement occurs after Employee has become
fully vested, Employee shall retain all rights to the amount
accrued in the Deferred Cash Account and to all Bank Stock
awarded to Employee pursuant to this Agreement as of the date of
his Retirement.
D. Death or Disability. Notwithstanding anything to
the contrary contained herein, in the event Employee's employment
with the Bank terminates by reason of Employee's death or
Disability at any time, Employee or his estate, as the case may
be, shall retain all rights to the amount accrued in the Deferred
Cash Account and to all Bank Stock awarded to Employee pursuant
to this Agreement as of the date of his death or Disability.
E. No Awards After Termination. Allocations to the
Deferred Cash Account and issuances of the Annual Stock Awards
shall continue (provided the requisite conditions are met) until
the date of the termination of Employee's employment. No awards
shall be made to or for the benefit of Employee on or after the
termination of his employment with the Bank for any reason,
-12-
<PAGE>
including with respect to any part of a fiscal year preceding
such termination.
8. PAYMENT TERMS.
A. Distribution of Deferred Cash Account. Upon
Employee's death or Disability, the amount in the Deferred Cash
Account shall be paid in full, to Employee or his estate, as
appropriate, within sixty (60) days after the date of death or
Disability unless the Bank and Employee (or his estate) mutually
agree otherwise. Upon Employee's Retirement, the vested portion
of the Deferred Cash Account shall be paid in full, to Employee
within sixty (60) days after the date of Employee's Retirement
unless the Bank and Employee mutually agree otherwise. The Bank
may, in its sole and absolute discretion, make the payments
described in this Section 8.A to Employee in cash or by
transferring the assets in which the Deferred Cash Account is
invested. Employee shall have no right, title or interest in or
to any of the investment assets purchased by the Board of
Directors with funds from the Deferred Cash Account.
B. Repurchase of Bank Stock. The purchase price
payable to Employee upon a purchase and sale of Bank Stock
pursuant to the terms of Sections 7.A., 7.B., and 7.C., above,
shall be one cent ($.01) per share for each share of Bank Stock
being purchased, which amount shall be payable to Employee within
sixty (60) days after the date of Employee's termination of
employment. The effective date of the purchase of the Bank Stock
shall be the date of payment ("Effective Date") and all rights of
Employees as a
-13-
<PAGE>
stockholder of Monocacy Bancshares, Inc. with respect to the
shares of Bank Stock being transferred shall terminate at such
time. Employee hereby agrees to transfer, convey and assign the
shares of Bank Stock immediately on the Effective Date and hereby
appoints any officer of the Bank as his attorney-in-fact for the
purpose of executing an assignment of the shares of Bank Stock in
the event Employee fails to do so immediately upon the request of
the Bank and in accordance with this Agreement.
9. THE BANK'S OBLIGATIONS TO BE UNSECURED. It is
understood and agreed that the Bank's obligations with respect to
the Deferred Cash Account shall not be secured in any manner. No
asset of the Bank shall be placed in trust or in escrow or
otherwise physically or legally segregated for the benefit of
Employee, and the eventual payment of the Deferred Cash Account
described in this Agreement to Employee shall not be secured to
him by the issuance of any negotiable instrument of the Bank.
Employee shall not be deemed to have any property interest, legal
or equitable, in any specific asset of the Bank and, to the
extent that any person acquires any right to receive Deferred
Cash Account payments under the provisions of this Agreement,
such right shall be no greater than, nor shall it have any
preference or priority over, the right of any unsecured general
creditor of the Bank.
10. ALIENATION OR ENCUMBRANCE. No payments, benefits or
rights under this Agreement shall be subject in any manner to
anticipation, sale, transfer, assignment, mortgage, pledge,
encumbrance, charge or alienation by Employee. If any person
-14-
<PAGE>
entitled to any payments under this Agreement has become
insolvent, bankrupt, or has attempted to anticipate, sell,
transfer, assign, mortgage, pledge, encumber, charge or otherwise
in any manner alienate any amount payable to him under this
Agreement or there is any danger of any levy, attachment or other
court process or encumbrance on the part of any creditor of such
person entitled to payments hereunder, against any benefit or
other amounts payable to such person, the Bank may, in its
discretion, at any time, withhold any or all such payments or
benefits and apply the same for the benefit of such person, in
such manner and in such proportion as the Bank may deem proper.
11. NON-GUARANTEE OF EMPLOYMENT. The parties hereto
acknowledge the existence of that certain Employment Agreement by
and between Employee and the bank dated June 16, 1993 (the
"Employment Agreement"). Nothing contained in this Agreement
shall be construed as a contract of employment between the Bank
and Employee, or as a right of Employee to be continued in the
employment of the Bank or as a limitation of the right of the
Bank to discharge Employee, with or without cause. The rights
and obligations of the parties hereto are in addition to their
respective rights and obligations under the Employment Agreement,
and nothing set forth herein shall be construed to amend or
modify the Employment Agreement.
12. NOTICES. All communications or notices required or
permitted by this Agreement shall be in writing and shall be
deemed to have been given at the earlier of the date when
actually
-15-
<PAGE>
delivered to an individual party or to an executive officer of a
corporate party or when deposited in the United States mail,
certified or registered mail, postage prepaid, return receipt
requested, and addressed as follows, unless and until any of such
parties notifies the others in accordance with this Section 12 of
a change of address:
If to the Bank: Donald Hull, Chairman of the Board
Taneytown Bank & Trust Company
c/o Hull Company Accountants, Inc.
526 Baltimore Boulevard
Westminster, Maryland 21157
Eric E. Glass, Vice Chairman of the Board
Taneytown Bank & Trust Company
c/o The Taney Corporation
5130 Allendale Lane
Taneytown, Maryland 21787
With a copy to: David M. Abramson, Esquire
Levan, Schimel, Belman & Abramson, P.A.
Woodmere I, Suite 400
9881 Broken Lane Parkway
Columbia, Maryland 21046-1153
If to Employee: Francis W. Neubauer, Jr.
738 Charingworth Road
Westminster, Maryland 21158
13. STOCK CERTIFICATES. All Bank Stock acquired by
Employee under the terms of this Agreement shall conspicuously
bear the following legend.
The shares of stock represented by this certificate are
restricted as to transfer by the terms, conditions and covenants
of a Supplemental Retirement Plan Agreement between the
stockholder and Taneytown Bank & Trust Company dated the --- day
of ------- 1994, a copy of which is on file with the Corporation.
The Corporation will gratuitously furnish a copy of said
Agreement to any party having a valid interest therein. Any
attempted transfer of stock other than in accordance with said
Agreement shall be absolutely null and void.
-16-
<PAGE>
14. CHOICE OF LAW AND VENUE. This Agreement shall be
subject to and governed by the laws of the State of Maryland.
15. PARTIES TO BE BOUND. All the provisions hereof shall
be binding upon, and shall inure to the benefit of, the parties
themselves and their respective heirs, personal representatives,
successors and assigns. In addition, the obligation of the Bank
shall become the obligation of any other entity which constitutes
the transferee of a substantial portion of the assets and/or
business of the Bank or any other entity which is a successor to
the Bank in a merger of or consolidation of the Bank with or into
such other entity.
16. INTEGRATION. This Agreement sets forth (and is
intended to be an integration of) all the promises, agreements,
conditions, understandings, warranties and representations among
the parties hereto with respect to the terms of Employee's
supplemental retirement plan, and there are no promises,
agreements, conditions, understandings, warranties or
representations, oral or written, express or implied, among them
other than as set forth herein.
17. ALTERATION, AMENDMENT, OR TERMINATION. No change or
modification of this Agreement shall be valid unless the same is
in writing and signed by all the parties hereto. No waiver of
any provision of this Agreement shall be valid unless in writing
and signed by the person against whom it is sought to be
enforced. The failure of any part at any time to insist upon
strict performance of any condition, promise, agreement or
understanding set forth herein shall not be construed as a waiver
or relinquishment of the
-17-
<PAGE>
right to insist upon strict performance of the same condition,
promise, agreement or understanding at a future time.
18. ARBITRATION. Except as otherwise set forth herein, any
question or controversy arising under this Agreement shall be
settled by arbitration under the then existing rules of the
American Arbitration Association, and the decision of the
arbitrator shall be final and binding upon the parties (including
an award of costs of the arbitration which shall be paid by the
non-prevailing party, as determined by the arbitrator). The
arbitration shall be conducted by a single arbitrator in Carroll
County, Maryland.
19. CONSTRUCTION. Any titles, captions or paragraph
headings contained herein are inserted for purposes of
convenience and reference only, and shall not operate to define
or modify the portions of the text to which they relate.
20. SEVERABILITY. In case any provision of this Agreement
shall be held illegal, invalid or void, such illegality or
invalidity shall not affect the remaining provisions of this
Agreement, but shall be fully severable, and the Agreement shall
be construed and enforced as if said illegal or invalid
provisions had never been inserted herein.
21. FURTHER ASSURANCES. At any time and from time to time
after the date hereof, Employee shall be obligated to take all
reasonable steps and execute and deliver such consents, documents
and instruments which may be reasonably necessary or desirable to
effectuate or evidence the assumption of obligations hereunder or
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<PAGE>
to perform the agreement contemplated hereby. Without limiting
the generality of the foregoing, Employee shall execute and
deliver such consents or other documents as may be necessary to
register shares of Bank Stock under a dividend reinvestment plan
established by Monocacy Bancshares, Inc.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement under seal as of the day and year first above written.
WITNESS/ATTEST: TANEYTOWN BANK & TRUST COMPANY
By: /s/ Donald R. Hull (SEAL)
- --------------- ----------------------
Donald R. Hull
Chairman of the Board
- --------------- By: /s/ Eric E. Glass (SEAL)
----------------------
Eric E. Glass
Vice-Chairman of the Board
WITNESS:
- --------------- /s/ Francis W. Neubauer, Jr. (SEAL)
------------------------------
Francis W. Neubauer, Jr.
