Exhibit 10.08
AMENDED AND RESTATED
EMPLOYMENT
AGREEMENT
This Amended and Restated Employment
Agreement (this “Agreement”) is made as of May 1,
2006, by and between Union Bank and Trust Company, a Virginia
banking corporation (the “Bank”), and
John C. Neal (the “Officer”), and to which
Union Bankshares Corporation, a Virginia corporation and parent
company of the Bank (the “Company”), is made a party,
and is amended as of December 31, 2008, in order to comply
with applicable provisions of Section 409A of the Internal
Revenue Code of 1986, as amended.
The parties, intending to be legally
bound, agree as follows:
1. Employment and Acceptance
. The Officer shall be employed as President and Chief Executive
Officer of the Bank. The Officer shall have the duties and
responsibilities that are commensurate with his position and shall
also render such other services and duties as may be reasonably
assigned to him from time to time by the Bank, consistent with his
positions as President and Chief Executive Officer of the Bank. The
Officer hereby accepts and agrees to such employment and agrees to
carry out his duties and responsibilities to the best of his
ability in a competent, efficient and businesslike
manner.
2. Term of Employment . This
Agreement is effective May 1, 2006 (the “Commencement
Date”) and will end on the second anniversary of the
Commencement Date, unless sooner terminated as provided herein (the
“Employment Period”). Beginning on the day following
the Commencement Date, and on each day thereafter, the Employment
Period shall automatically be extended an additional day, unless
prior to such extension the Bank gives written notice to the
Officer that the Employment Period will not thereafter be extended.
The last day of the Employment Period, as extended from time to
time, is sometimes referred to as the “Expiration
Date.”
3. Compensation and Benefits
.
(a) Base Salary . The Bank
shall pay the Officer an annual base salary of $232,540 (the
“Base Salary”), which will be payable in accordance
with the payroll practices of the Bank applicable to all officers.
The Base Salary will be reviewed annually by the Board of Directors
and may be adjusted upward or downward in the sole discretion of
the Board of Directors. In no event, however, will the Base Salary
be less than $232,540.
(b) Annual Bonus . The
Officer may be entitled to receive annual cash bonus payments in
such amounts as may be determined in accordance with the terms and
conditions of the applicable management incentive plan as may be
adopted on an annual basis by the Board of Directors of the
Company.
(c) Stock Compensation . The
Officer may be entitled to receive stock awards under the
Company’s 2003 Stock Incentive Plan, or any successor plan,
in such amounts and
subject to such terms and conditions as
determined under the applicable management incentive plan as may be
adopted on an annual basis by the Board of Directors of the
Company.
(d) Benefits . The Officer
will be entitled to participate in and receive the benefits of any
pension or other retirement benefit plan, life insurance, profit
sharing, employee stock ownership, and other plans, benefits and
privileges of the Bank that may be in effect from time to time, to
the extent the Officer is eligible under the terms of those plans
and programs, provided, however, that Officer and Company agree
that Officer shall not be eligible to receive or claim any benefits
under the Union Bankshares Corporation Severance Pay Plan effective
as of October 1, 1999, as amended.
(e) Business Expenses . The
Bank will reimburse Officer or otherwise provide for or pay for all
reasonable expenses incurred by Officer in furtherance of, or in
connection with, the business of the Bank, including, but not by
way of limitation, travel expenses, country club dues, car
allowance, and memberships in professional organizations, subject
to such reasonable documentation and other limitations as may be
established by the Board of Directors of the Bank.
(f) Vacation . The Officer
will be entitled to five weeks of vacation per year after the
Officer completes twenty years of employment with the Bank, to be
taken at such times and intervals as shall be determined by the
Officer with the approval of the Bank, which approval shall not be
unreasonably withheld.
(g) Deferred Compensation
Benefits . The Bank may enter into a deferred compensation
arrangement with the Officer to provide for certain supplemental
nonqualified cash benefits in such amounts and on such terms and
conditions as the parties may agree.
4. Termination and Termination
Benefits . Notwithstanding the provisions of Section 2,
the Officer’s employment hereunder shall terminate under the
following circumstances and shall be subject to the following
provisions:
(a) Death . If the Officer
dies while employed by the Bank, the Bank will continue to pay an
amount equal to the Officer’s then current Base Salary to the
Officer’s beneficiary designated in writing to the Company
prior to his death (or to his estate, if he fails to make such
designation) for six months after the Officer’s death, with
such payments to be made on the same periodic dates as salary
payments would have been made to the Officer had he not
died.
(b) Disability . The
Officer’s employment hereunder may be terminated at any time
because of the Officer’s inability to perform his duties with
the Bank on a full time basis for 180 consecutive days or a total
of at least 240 days in any twelve month period as a result of the
Officer’s incapacity due to physical or mental illness as
determined pursuant to the Bank’s long term disability
policy; provided, however, that the Bank shall provide continued
medical insurance in the Bank’s health plan for the benefit
of the Officer for a period of twelve months after the date of such
termination.
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(c) Termination by the Bank for
Cause . The Officer’s employment may be terminated at any
time without further liability on the part of the Bank or the
Company effective immediately by written notice to the Officer
setting forth in reasonable detail the nature of such Cause. Only
the following shall constitute “Cause” for such
termination:
(i) continued failure by the Officer
for reasons other than disability to follow reasonable instructions
or policies of the Board of Directors of the Bank after being
advised in writing of such failure, including specific actions or
inaction on the part of the Officer and the particular instruction
or policy involved, and being given a reasonable opportunity and
period (as determined by the Chief Executive Officer of the
Company) to remedy such failure;
(ii) gross incompetence, gross
negligence, willful misconduct in office or breach of a material
fiduciary duty owed to the Company, the Bank, or any subsidiary or
affiliate thereof;
(iii) conviction of a felony or a
crime of moral turpitude (or a plea of nolo contendere
thereto) or commission of an act of embezzlement or fraud against
the Company, the Bank, or any subsidiary or affiliate
thereof;
(iv) any breach by the Officer of a
material term of this Agreement or violation in any material
respect of any code or standard of conduct generally applicable to
officers of the Company and the Bank, including without limitation
material failure to perform a substantial portion of his duties and
responsibilities hereunder as established from time to time by the
Board of Directors of the Bank, after being advised in writing of
such breach, violation, or failure and being given a reasonable
opportunity and period (as determined by the Chief Executive
Officer of the Company) to remedy such breach, violation, or
failure;
(v) dishonesty of the Officer with
respect to the Company, the Bank, or any subsidiary or affiliate
thereof; or
(vi) the willful engaging by the
Officer in conduct that is demonstrably and materially injurious to
the Company or the Bank, monetarily or otherwise, or any conduct
deemed by the Board of Directors of the Bank to be immoral or which
may bring embarrassment or disrepute to the Company, the Bank and
their respective good names or status.
(d) Termination by the Bank
without Cause . The Officer’s employment may be
terminated without Cause effective immediately by written notice to
the Officer. In the event of termination without Cause, the Officer
shall be entitled to the benefits specified in
Section 4(f).
(e) Termination by the
Officer . The Officer may terminate his employment hereunder
with or without Good Reason (as defined below) by written notice to
the Board of
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Directors of the Bank effective thirty days
after receipt of such notice by the Board of Directors. In the
event the Officer terminates his employment hereunder for Good
Reason, the Officer shall be entitled to the benefits specified in
Section 4(f). The Officer shall not be required to render any
further services to the Bank. Upon termination of employment by the
Officer without Good Reason, the Officer shall be entitled to no
further compensation or benefits under this Agreement. “Good
Reason” shall be (i) the failure by the Bank to comply
with the provisions of Section 3 or material breach by the
Bank of any other provision of this Agreement, which failure or
breach shall continue for more than thirty days after the date on
which the Board of Directors of the Bank receives notice of such
failure or breach from the Officer, (ii) the assignment of the
Officer without his consent to a position, responsibilities, or
duties of a materially lesser status or degree of responsibility
than his position, responsibilities, or duties at the Commencement
Date other than as a direct result of the change in control of the
Company (which is otherwise addressed herein), or (iii) the
requirement by the Bank that the Officer be based at any office
that is greater than fifty miles from where the Officer’s
office is located at the Commencement Date.
(f) Certain Termination
Benefits . In the event of termination by the Bank without
Cause and other than for death or disability, or by the Officer
with Good Reason, the Officer shall be entitled to the following
benefits, subject to the provisions of Section 5(c) (for
purposes of this subsection (f), the term “Company”
shall include the Bank as may be applicable):
(i) Subject to subsection
(iii) below, for a two-year period immediately following the
date of termination the Bank shall continue to pay the Officer his
Base Salary (not including any bonus other than any unpaid bonus
relating to a fiscal year of the Company completed prior to the
date of termination) at the rate in effect on the date of
termination, such payments to be made on the same periodic dates as
salary payments would have been made to the Officer had he not been
terminated, provided that if the Officer is a Key Employee (as
defined in subsection (vi)) on the date of termination, he shall
not receive any payments until the first day of the seventh month
following the date of termination and the first payment shall
include six months of payments and each remaining payment shall
equal the same amount the Officer would have received while
employed. The Company and the Officer will use their best efforts
to accelerate the vesting of any nonvested benefits of the Officer
under any employee stock-ba
