Exhibit 10.6
MANAGEMENT CONTINUITY
AGREEMENT
This Agreement
(“Agreement”), dated as of December 16, 2005, is
between Union Bankshares Corporation, a Virginia corporation (the
“Company”), and Rawley H. Watson, III (the
“Executive”) and provides as follows.
The Company recognizes that the
possibility of a Change in Control exists and the uncertainty and
questions that it may raise among management may result in the
departure or distraction of management personnel to the detriment
of the Company and its shareholders. Accordingly, the purpose of
this Agreement is to encourage the Executive to continue employment
after a Change in Control by providing reasonable employment
security to the Executive and to recognize the prior service of the
Executive in the event of a termination of employment under certain
circumstances after a Change in Control.
This Agreement will be effective on
December 16, 2005 and will expire on December 31, 2006;
provided that on January 1, 2006 and on each
January 1 st thereafter (each such
January 1 st is referred to as the
“Renewal Date”), this Agreement will be automatically
extended for an additional calendar year. This Agreement will not,
however, be extended if the Company gives written notice of such
non-renewal to the Executive no later than September 30
th
before the Renewal
Date, provided, however, that the Company shall not have the right
to give any such non-renewal notice if a Change in Control of the
Company (as defined in Section 12) has occurred (the original
and any extended term of this Agreement is referred to as the
“Change in Control Period”).
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3.
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Employment
After Change in Control
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If a Change in Control of the
Company (as defined in Section 12) occurs during the Change in
Control Period and the Executive is employed by the Company on the
date the Change in Control occurs (the “Change in Control
Date”), the Company will continue to employ the Executive in
accordance with the terms and conditions of this Agreement for the
period beginning on the Change in Control Date and ending on the
third anniversary of such date (the “Employment
Period”). If a Change in Control occurs on account of a
series of transactions, the Change in Control Date is the date of
the last of such transactions.
(a) Position and Duties .
During the Employment Period, (i) the Executive’s
position, authority, duties and responsibilities will be
commensurate in all material respects with the most significant of
those held, exercised and assigned at any time during the 90-day
period immediately preceding the Change in Control Date and
(ii) the Executive’s services will be performed at the
location where the Executive was employed immediately
preceding
the Change in Control Date or any office that is
the headquarters of the Company and is less than 35 miles from such
location.
(b) Compensation .
(i) Base Salary . During the
Employment Period, the Executive will receive an annual base salary
(the “Annual Base Salary”) at least equal to the base
salary paid or payable to the Executive by the Company and its
affiliated companies for the twelve-month period immediately
preceding the Change of Control Date. During the Employment Period,
the Annual Base Salary will be reviewed at least annually and will
be increased at any time and from time to time as will be
substantially consistent with increases in base salary generally
awarded in the ordinary course of business to other peer executives
of the Company and its affiliated companies. Any increase in the
Annual Base Salary will not serve to limit or reduce any other
obligation to the Executive under this Agreement. The Annual Base
Salary will not be reduced after any such increase, and the term
Annual Base Salary as used in this Agreement will refer to the
Annual Base Salary as so increased. The term “affiliated
companies” includes any company controlled by, controlling or
under common control with the Company.
(ii) Annual Bonus . In
addition to the Annual Base Salary, the Executive will be awarded
for each year ending during the Employment Period an annual bonus
(the “Annual Bonus”) in cash at least equal to the
average annual bonus paid or payable, including by reason of any
deferral, for the two years immediately preceding the year in which
the Change in Control Date occurs. Each such Annual Bonus will be
paid no later than the end of the third month of the year next
following the year for which the Annual Bonus is
awarded.
(iii) Incentive, Savings and
Retirement Plans . During the Employment Period, the Executive
will be entitled to participate in all incentive (including stock
incentive), savings and retirement, insurance plans, policies and
programs applicable generally to other peer executives of the
Company and its affiliated companies, but in no event will such
plans, policies and programs provide the Executive with incentive
opportunities, savings opportunities and retirement benefit
opportunities, in each case, less favorable, in the aggregate, than
those provided by the Company and its affiliated companies for the
Executive under such plans, policies and programs as in effect at
any time during the six months immediately preceding the Change in
Control Date.
(iv) Welfare Benefit Plans .
During the Employment Period, the Executive and/or the
Executive’s family, as the case may be, will be eligible for
participation in and will receive all benefits under welfare
benefit plans, policies and programs provided by the Company and
its affiliated companies to the extent applicable generally to
other peer executives of the Company and its affiliated companies,
but in no event will such plans, policies and programs provide the
Executive with benefits that are less favorable, in the aggregate,
than the most
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favorable of such plans, policies
and programs in effect at any time during the six months
immediately preceding the Change in Control Date.
(v) Fringe Benefits . During
the Employment Period, the Executive will be entitled to fringe
benefits in accordance with the most favorable plans, policies and
programs of the Company and its affiliated companies in effect for
the Executive at any time during the six months immediately
preceding the Change in Control Date or, if more favorable to the
Executive, as in effect generally from time to time after the
Change in Control Date with respect to other peer executives of the
Company and its affiliated companies.
(vi) Vacation . During the
Employment Period, the Executive will be entitled to paid vacation
in accordance with the most favorable plans, policies and programs
of the Company and its affiliated companies in effect for the
Executive at any time during the six months immediately preceding
the Change in Control Date or, if more favorable to the Executive,
as in effect generally from time to time after the Change in
Control Date with respect to other peer executives of the Company
and its affiliated companies.
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5.
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Termination
of Employment Following Change in Control
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(a) Death or Disability . The
Executive’s employment will terminate automatically upon the
Executive’s death during the Employment Period. If the
Company determines in good faith that the Disability of the
Executive has occurred during the Employment Period, it may
terminate the Executive’s employment. For purposes of this
Agreement, “Disability” means the Executive’s
inability to perform his duties with the Company 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 Executive’s
incapacity due to physical or mental illness (as determined by an
independent physician selected by the Board).
(b) Cause . The Company may
terminate the Executive’s employment during the Employment
Period for Cause. For purposes of this Agreement,
“Cause” means (i) gross incompetence, gross
negligence, willful misconduct in office or breach of a material
fiduciary duty owed to the Company or any affiliated company;
(ii) 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 or any affiliated
company; (iii) any material breach by the Executive of a
material term of this Agreement, including, without limitation,
material failure to perform a substantial portion of his duties and
responsibilities hereunder; or (iv) deliberate dishonesty of
the Executive with respect to the Company or any affiliated
company.
(c) Good Reason; Window
Period . The Executive’s employment may be terminated
(i) during the Employment Period by the Executive for Good
Reason or (ii) during the Window Period by the Executive
without any reason. For purposes of this Agreement, the
“Window Period” means the 45-day period beginning on
the later of the one-year anniversary of the Change in Control Date
or the date of closing of the corporate
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transaction that is the subject of shareholder
approval in Section 12. For purposes of this Agreement,
“Good Reason” means:
(i) a material reduction in the
Executive’s duties or authority;
(ii) a failure by the Company to
comply with any of the provisions of Section 4(b);
(iii) the Company’s requiring
the Executive to be based at any office or location other than that
described in Section 4(a)(ii);
(iv) the failure by the Company to
comply with and satisfy Section 7(b); or
(v) the Company fails to honor any
term or provision of this Agreement;
(d) Notice of Termination .
Any termination during the Employment Period by the Company or by
the Executive for Good Reason or during the Window Period shall be
communicated by written Notice of Termination to the other party
hereto. For purposes of this Agreement, a “Notice of
Termination” shall mean a notice which shall indicate the
specific termination provision in this Agreement relied
upon.
(e) Date of Termination .
“Date of Termination” means (i) if the
Executive’s employment is terminated by the Company for
Cause, or by the Executive during the Window Period or for Good
Reason, the date of receipt of the Notice of Termination or any
later date specified therein, as the case may be, (ii) if the
Executive’s employment is terminated by the Company other
than for Cause or Disability, the date specified in the Notice of
Termination (which shall not be less than 30 nor more than 60 days
from the date such Notice of Termination is given), and
(iii) if the Executive’s employment is terminated for
Disability, 30 days after Notice of Termination is given, provided
that the Executive shall not have returned to the full-time
performance of his duties during such 30-day period.
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6.
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Compensation
Upon Termination
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(a) Termination Without Cause or
for Good Reason or During Window Period . The Executive will be
entitled to the following benefits if, during the Employment
Period, the Company terminates his employment without Cause or the
Executive terminates his employment with the Company or any
affiliated company for Good Reason or during the Window
Period.
(i) Accrued Obligations . The
Accrued Obligations are the sum of: (1) the Executive’s
Annual Base Salary through the Date of Termination at the rate in
effect just prior t