Exhibit 10.1
AMENDED AND RESTATED
EXECUTIVE
EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT
AGREEMENT , effective as
of the 14 th day of June, 2005, by and between
Mercantile Bankshares Corporation (“Mercshares”) and
Mercantile-Safe Deposit and Trust Company
(“Merc-Safe”), both corporations of the State of
Maryland, Two Hopkins Plaza, Baltimore, Maryland 21201, hereinafter
collectively referred to as “Employer,” and Jay M.
Wilson, hereinafter referred to as
“Executive.”
WHEREAS, Employer is engaged in the
banking, trust and investment management business, and Executive
has special skills and talents in that business;
WHEREAS, Employer has employed
Executive on the terms provided herein, and Executive, in turn, has
accepted full-time employment with Employer according to such
terms; and
WHEREAS, this Amended and Restated
Executive Employment Agreement shall supersede the
Executive Employment Agreement dated as of January 6,
2005.
NOW, THEREFORE, in consideration of
the mutual covenants hereinafter contained, the parties do hereby
agree as follows:
1.
Offices of
Executive . Executive will serve as Vice Chairman of
Mercshares, and Chairman and CEO of Investment and Wealth
Management of Mercshares and Merc-Safe. This office may be
changed during the term of this Agreement by mutual consent of the
parties. Mercshares, as the sole stockholder of Merc-Safe,
agrees to elect Executive as a Director of Merc-Safe and will
continue him as a Director of Merc-Safe throughout the period of
his employment under this Agreement. Mercshares will present
Executive to the Nominating and Corporate Governance Committee of
its Board as a potential candidate for Board membership.
2.
Term
. The term of this Agreement shall begin on
January 1, 2005, and shall terminate on January 1, 2008;
provided that the termination date shall be extended (but not
beyond Executive’s retirement date) for one additional year
on January 1, 2008 and on January 1 of each succeeding
year, unless either Employer or Executive on or before the
immediately preceding September 30 declines such an extension
by written notice to the other party.
3.
Compensation
. Executive shall be paid a base annual
salary as determined by the Board of Directors of Mercshares from
time to time, at a rate of not
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less than $750,000 per calendar year, subject to
withholding for appropriate items. In no year shall his base
salary be less than in the preceding year. Executive shall be
eligible for a bonus of up to 100% of his base salary. Such bonus
shall be determined in part under the Employer’s Annual
Incentive Compensation Plan (“AICP”) and in part in as
determined by the Employer’s Compensation
Committee.
4.
Other Benefits
. Executive shall be entitled to
participate in, and to receive benefits under, any long-term
incentive plan, deferred compensation plan, qualified retirement
plan, profit sharing plan, savings plan, equity option plan, group
life, disability, sickness, accident and health programs, or any
other benefit plan or arrangement made available by Employer to its
executives generally, subject to and on a basis consistent with the
terms, conditions and overall administration of each such plan or
arrangement. In addition, Executive shall be entitled to
participate in a supplemental executive retirement plan, and to
certain benefits under an Executive Severance Agreement among
Executive, Mercshares and Merc-Safe dated as of January 6, 2005 (as such plan and agreement may be
amended from time to time).
5.
Expenses
. Employer shall reimburse Executive for
all reasonable expenses incurred by Executive in connection with
the business of the Employer, including expenses for entertainment
(and any club memberships approved by the chief executive officer
of Mercshares), travel and similar items, and will provide
Executive, without charge, with the use of an automobile for
business purposes, in accordance with Employer policy.
Executive shall submit to Employer substantiation for reimbursable
expenses.
6.
Vacation
. Executive shall be entitled to a minimum
of four weeks vacation each year.
7.
Scope of
Employment . Executive shall perform the duties of
Vice Chairman of Mercshares and Chairman and CEO of Investment and
Wealth Management of Mercshares and Merc-Safe and associated
services for affiliates as defined by Employer. The duties
will include the executive leadership of the Investment and Wealth
Management Division of Merc-Safe, or any designated successor
division. Executive agrees to serve with undivided loyalty to
Employer and to devote all of his working time and efforts in
performance of such duties, except for attention to personal
investments, participation in family business enterprises, outside
directorships, and public service commitments, provided that none
of the foregoing shall unreasonably interfere with his principal
employment. Employer shall provide Executive with suitable
office, secretarial and other support assistance appropriate to his
position. Executive shall report
directly to Edward J. Kelly, III, or his
successor.
8.
Early
Termination .
(a)
Resignation. Executive may
voluntarily resign his employment under this Agreement without Good
Reason (as defined in Section 8(e)) at any time.
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(b)
Termination by Employer for Good
Cause. Employer may terminate Executive’s employment at
any time during the term of this Agreement for Good Cause
. For purposes of this Agreement,
“ Good Cause ” shall be limited to proven
or admitted fraud or material illegal acts by Executive or a breach
of, any of Executive’s covenants of undivided loyalty to and
the performance of duties for Employer, as set forth in
Section 7 of this Agreement.
(c)
Termination by Employer Without Good
Cause. Subject to the provisions hereof, Employer may
terminate Executive’s employment under this Agreement before
the end of the Employment Term, without Good Cause, upon 60
days’ prior written notice.
(d)
Removal from Offices Due
to Disability. If Executive becomes “Disabled
” (as defined below), Employer may remove Executive
from am some or any of his
offices; provided that Employer shall restore Executive to any such
office if he shall become able to perform the duties of any such
office at any time within the three hundred sixty - five (
365 ) days next following his
removal from any such office. For
purposes of this Agreement, Executive will be deemed to be “
Disabled ” or to have a “
Disability ” if Executive is determined to be
totally and permanently disabled under Employer’s Long-term
Disability Insurance Plan in which he participates or if Executive
is unable to substantially perform the customary duties and
responsibilities of Executive’s employment for a period of at
least 180 consecutive days by reason of a physical or mental
incapacity.
(e)
Termination by Executive for Good
Reason. Executive may resign for “ Good
Reason ” if, without Executive’s prior written
consent, Employer:
(i)
assigns Executive any duties
inconsistent in any respect with the Executive’s position as
described herein (including status, offices, titles and reporting
requirements, authority, duties or responsibilities) or any other
action by Employer that results in a diminution in such
