Exhibit 99.1
M & F BANCORP,
INC.
EXECUTIVE EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT
AGREEMENT , made and
entered into this 9th day of May , 2005, between M
& F Bancorp, Inc. (“M & F,”) a holding
company, chartered in the State of North Carolina, and its one
subsidiary, Mechanics & Farmers Bank (“the
Bank,”) duly organized and existing under the laws of the
State of North Carolina, with its principal office at 2634 Chapel
Hill Boulevard, Durham, North Carolina, 27707 and Ronald
Wiley (“the Executive”).
W I T N E S S E T H
:
WHEREAS , M & F is a holding company of the Bank, a
state-chartered bank in the State of North Carolina; and
WHEREAS , M & F and the Bank wish to employ Ronald
Wiley as Chief Executive Officer (“CEO”) of M & F
Bancorp, Inc. and President and Chief Executive Officer of
Mechanics & Farmers Bank, and Executive desires to be so
employed upon the terms and conditions specified herein;
and
A G R E E M E N T
NOW, THEREFORE
, in consideration of the promises,
and of the mutual covenants herein contained, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
(1) M & F hereby employs the
Executive to render services as CEO of M F and as President and CEO
of the Bank, as determined by their respective Boards of Directors,
provided, however, that such duties, responsibilities and authority
and render to the Bank such other management services as are
customary and comparable to those of the CEO and President of M
& F and the Bank, and as are customary and comparable for a
person having such an executive office with a commercial bank and
as are reasonably assigned to him from time to time by the Board of
Directors of the Bank (“the Board”), and in the manner
and to the extent permitted by Federal and North Carolina laws and
the professional ethics of the banking profession.
(2) Executive shall discharge
faithfully and diligently his duties and responsibilities under
this Agreement and shall use his best effort to implement the
policies established by the Board. Executive shall devote
substantially all his time and effort to the performance of such
duties. Except with prior consent of the Chairman of the Board,
Executive shall not engage in any other occupation that requires a
significant amount of the Executive’s personal attention
during M & F or the Bank’s regular business hours or
which otherwise interferes with Executive’s attention to or
performance of his duties and responsibilities under this
Agreement. However, nothing herein shall prevent Executive
investing or managing, Executive’s own accounts or the
accounts of the Executive’s family, stocks, bonds,
securities, real estate or other forms of investment so
long
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as such investment activities do not
interfere with Executive’s attention to or performance of his
duties and responsibilities under this Agreement.
(3) Executive hereby agrees to serve
as an Officer and Director of M & F or Director of the Bank
without additional compensation (unless the respective Boards shall
determine otherwise), if and when duly elected thereto, and for
such term or terms as shall be specified in such elections.
However, nothing herein shall be construed as requiring M & F,
the Bank, or any other person, to cause the election or appointment
of Executive as such Officer or Director of M & F or Director
of the Bank.
(4) Any matter relative to
employment not specifically set out herein shall be governed by the
HR Executive Manual, adopted by the Bank in March 2005.
Executive’s employment and the
Initial Term of this Agreement shall begin on June 15, 2005
(“Commencement Date”) and terminate on June 15, 2008
(Termination Date,”) (collectively “Initial
Term”), subject to the termination provisions contained in
Paragraph III. On June 15 , 2006 (“the Anniversary
Date,”) and on June 15 of each year thereafter, the
Initial Term of the Executive’s employment hereunder shall be
extended automatically one (1) additional year, unless prior to the
date of such automatic extension, M & F or the Bank or the
Executive gives written notice to the other of non-extension at
least sixty (60) days prior to any Anniversary Date. The remainder
of the Term shall not be less than two (2) years nor more than
three (3) years at any time. During each subsequent renewal term,
the Termination Date, as used herein, shall be the day following
the Anniversary Date on which the renewal term begins. This
Agreement shall not be effective to renew the employment of
Executive in excess of three (3) additional one-year terms for a
total of six (6) years during the Initial Term.
(1) Executive is employed to render
professional services on behalf of M & F as Chief Executive
Officer and Chief Executive Officer and President of the Bank and
is responsible for the day-to-day management of M & F and the
Bank, including the development and implementation of a strategic
plan to foster growth and enhance shareholder value for M & F.
Executive shall contribute the best professional skills and
services of which Executive is capable at all times during such
employment and in accordance with recognized professional
ethics.
(2) Executive shall engage in such
activities including professional meetings, conventions, public
service and community involvement as are necessary to maintain
continuing competence in the banking profession and enhance and
complement the public image of M & F and the Bank.
(3) Executive shall not engage in
other employment, except as an Executive of M & F and the Bank
unless otherwise authorized by their respective Boards.
(4) Executive agrees to follow and
abide by the laws, ethics and customs of the profession and all
federal, state, and municipal laws and ordinances, and rules and
regulations governing banks and bank holding companies and shall
comport himself thereto and shall avoid acts, habits and usages
that would tend to injure or detract from Executive’s
reputation or that of M & F’s or the
Bank’s.
(5) Executive shall be furnished
with supplies, an office, technical and staff assistance, and such
other facilities and services that are suitable to
Executive’s position and adequate for the performance of
Executive’s duties. M & F shall, at no expense to
Executive, procure and
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provide reasonably adequate
professional liability insurance, and pay for memberships in such
organizations as shall be approved by its Board of Directors. M
& F shall procure and furnish such professional periodicals,
journals, and other publications and subscriptions as shall be
adequate and suitable to Executive’s position and the
performance of duties hereunder. All professional books, office
equipment and other properties furnished by Executive hereunder
shall be and remain Executive’s personal property.
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D.
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Expenses . M & F and the Bank authorize Executive is
authorized to incur reasonable expenses for promoting and
maintaining the practice and business of M & F and the Bank,
including expenses for seminars, institutes, annual and periodic
conventions and other meetings, continuing education courses,
entertainment, club dues, travel, automobile, and similar items. M
& F shall reimburse Executive for all such expenses upon
presentation, from time to time, of an itemized account thereof,
except to the extent that reimbursement of such expenses is
specifically and expressly prohibited by the Board, or denied prior
to Executive’s incurring the expense. Further, M & F
shall pay or reimburse Executive for all reasonable relocation
expenses or temporary housing expenses incurred by Executive,
resulting from the Executive being required to his move his
principal residence or perform his principal executive functions
more than fifty (50) miles from the city limits of Durham, North
Carolina.
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In consideration of all services
rendered by Executive under this Agreement and in addition to other
monetary or other benefits referred to herein, M & F agrees to
pay Executive and Executive agrees to accept the following as
compensation:
A. Base Compensation. M & F
shall pay to Executive a base annual salary of not less than One
Hundred Sixty-Five Thousand Dollars and 00/cents ($165,000.00)
(“Base Salary,”) as reflected on Schedule A, payable in
bi-monthly installments, beginning on June 30, 2005, plus such
increased base annual compensation that the Compensation Committee
of the Board or the Board may authorize (“Minimum Annual Base
Salary.”) Such Base Salary shall be subject to customary
withholding taxes and such other employment taxes as are required
by law. The provisions for such salary payments shall not be
construed to preclude M & F from paying additional compensation
to Executive for additional services rendered as a Director or as
an Officer, or both, upon the direction of the Board.
B. Change in Base
Compensation . The compensation of Executive shall be reviewed
in good faith by both parties not less than annually during the
Initial Term and any renewal terms and may be increased by mutual
consent, but in no event shall the annual base salary be less than
the Minimum Annual Base Salary described above. In reviewing
Executive’s Minimum Annual Base Salary, the Board may
consider the employee compensation policies established by the
Compensation Committee of the Board for application to the
employees of the Bank, the duties and responsibilities of the
Executive, and the overall performances of Executive, M & F and
the Bank, as well as increases in the cost of living, and may also
consider the appropriateness of performance or merit increases.
Neither participation in or receipt of payment from, any incentive
compensation, deferred compensation, incentive bonus, discretionary
bonus, pension, life insurance, group life insurance, health
benefit, medical coverage, disability coverage, dental insurance,
stock option, restricted stock, stock appreciate rights, salary
continuation, incentive compensation unit, profit sharing, employee
stock ownership,
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pension, retirement, or other
employee welfare or benefits plan of the Bank (collectively
“Benefits Plans”), nor receipt of any fringe benefits
(“Fringe Benefits”) granted to Executive shall reduce
or be deemed an offset against the Minimum Base Salary to
Executive.
When a change in compensation is
made, it shall be entered on Schedule A and duly signed by the
proper officers of M & F and by Executive. Said entry on
Schedule A shall constitute an amendment to this Agreement as of
the date of said entry and shall supersede the salary provided for
herein and any other change or changes in compensation previously
entered on Schedule A.
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C.
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Participation in Benefits Plans
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(1) Generally . Executive
shall participate in any and all group insurance, disability
insurance, retirement, and Executive benefit and retirement plans,
arrangements or distributions by M & F or pertaining to or in
connection with any pension, bonus, profit-sharing or similar plans
or benefits for Executives of M & F or the Bank and for which
Executive shall be eligible. Executive’s rights and benefits
under such plans shall continue in effect and shall not be, in any
manner, reduced or affected by this Agreement other than any
increase in benefits as a result of the terms of this Agreement.
Nothing contained herein shall be construed to give Executive any
interest in the tangible or intangible assets of M & F or the
Bank.
(2) Incentive Compensation
Plan . In addition to a Minimum Base Salary, Executive shall
participate in M & F’s Incentive Compensation Plan.
Executive shall be eligible to be paid a bonus by M & F and the
Bank, the amount of which shall be determined by their Compensation
Committees or Boards of Directors, respectively. The purpose of the
bonus will be to make the total compensation paid annually to
Executive equal to the reasonable value of the services rendered by
Executive to the extent M & F is financially able to pay such
compensation without incurring losses. Such bonus shall be based
upon the specific objectives and performance measurements as
defined in this Agreement, upon completion of M & F’s
annual audit and the approval of the Board at any time or times
during the year as the Board may determine but shall be paid at
least annually.
(3) Fringe Benefits . The
Executive shall also be entitled to receive any Fringe Benefits
that may now or may be or become applicable to executive officers
of the Bank, including but not limited to the payment of reasonable
expenses as described in Paragraph I.D, and any other Fringe
Benefits that are commensurate with the duties and responsibilities
to be performed by Executive under this Agreement.
(4) Participation in Future
Compensation Retirement, and Fringe Benefit Plans . In addition
to the benefits provided for in this Paragraph II, Executive shall
participate in and shall also receive and enjoy such other
compensation, retirement, or fringe benefits that are made
available, now or in the future, to executives of M & F or the
Bank.
(5) Discontinuance of Fringe
Benefits . If, at any time prior to the termination of
Executive’s employment in accordance with the terms of this
Agreement, M & F shall for any reason discontinue or cause a
material reduction in retirement or fringe benefits specified in
this Paragraph II, affecting only Executive, M & F shall
thereupon immediately, at its expense, provide Executive with
individual coverage or benefits comparable to and not less
beneficial than, the benefits in existence prior to such
discontinuance or material reduction until termination of this
Agreement.
(6) Executive shall be entitled to
reasonable vacations, not less than four (4) weeks annually, and
sick leave as is customary for executive officers of M & F and
the Bank. During vacations and sick leave, salary compensation
shall be paid in full, and the costs thereof defrayed by M &
F.
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(7) Military Duty Service
Leave . In the event that Executive is involuntarily placed on
active duty with the armed forces of the United States of America,
Executive shall be entitled to receive regular compensation until
the commencement of such active duty. If Executive shall have been
employed by M & F and the Bank for at least one (1) year prior
to the commencement of active duty, Executive shall be paid three
months’ additional compensation at Executive then Minimum
Base Salary. During the period of active military service,
Executive shall be treated as being on a leave of absence and shall
be entitled to participate in any Benefit Plans customarily
available to employees or executive officers who are on a leave of
absence.
A. Termination by Total
Disability . If during the term of this Agreement, Executive
shall be unable to perform substantially his duties hereunder
because of illness or other incapacity (referred to hereafter as
“Total Disability”), and such Total Disability shall
continue for a period of more than six (6) consecutive months in
any twelve month period, M & F shall thereafter have the right,
on not less than forty-five (45) days written notice to Executive,
to terminate this Agreement, in which case the date of termination
shall be not less than the forty-fifth (45 th ) day following the date of written
notice. In such event, in addition to any other benefits to which
Executive would be entitled, M & F shall be obligated to pay
Executive his full compensation pursuant to Paragraph II hereof up
to the date of termination. Thereafter, M & F shall be
obligated to pay Executive an amount equal to two-thirds (2/3) of
the Minimum Annual Base Salary pursuant to Paragraph II(A) hereof
less any benefits which Executive received during such period from
any disability insurance program which M & F may provide
Executive.
Executive shall be deemed to have
suffered Total Disability upon the determination of his total
permanent disability by the United States Social Security
Administration or the Bank’s receipt of certification to such
effect from a qualified medical doctor agreed to by M & F and
Executive or, in the event of Executive’s incapacity to
designate a qualified medical doctor, by Executive’s legal
representative. If M & F and Executive fail to agree upon a
qualified medical doctor, each party shall nominate a qualified
medical doctor and the two doctors shall select a third doctor, who
shall make the determination as to Total Disability.
B. Termination by Death and Death
Benefit . This Agreement shall terminate on the date of death
of Executive. Upon Executive’s death, in addition to any
other benefits to which any person would be entitled, including
those vested for the benefit of Executive, upon Executive’s
death, his bi-monthly compensation under Paragraph II.A. shall
continue through the last day of the calendar month following his
date of death. Compensation to which Executive is entitled pursuant
to Paragraph II.C. hereof shall be paid pursuant to the terms of M
& F’s Incentive Compensation Plan. Executive’s
compensation for the period following his death shall be paid to
the beneficiary indicated on the Beneficiary Designation attached
hereto as Exhibit A.
Within three (3) months after the
date of Executive’s death, M & F shall, in addition to
any other amounts owing under this Agreement, pay (by reason of the
Executive’s death and as additional compensation for services
hereunder) the sum of Five Thousand Dollars ($5,000.00) to
Executive’s surviving spouse or, if Executive leaves no
surviving spouse, to Executive’s estate.
C. Voluntary Termination .
Executive may terminate this Agreement at any time upon sixty (60)
days’ prior written notice to the Chairperson of the Board of
M & F and Chairperson of the Board of the Bank. Except as
provided for in Paragraphs III.E., III.F. or III.G., in the event
Executive voluntarily terminates his employment, he shall cease to
receive compensation as of the date of termination of his
employment, except that to which he is then entitled pursuant to M
& F’s Incentive Compensation Plan.
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D. Termination for Good Cause
. The Board may terminate this Agreement for Good Cause, in which
event, Executive shall be entitled to receive only his Minimum
Annual Base Salary and only the compensation earned through
participation in M & F’s Incentive Compensation Plan as
of the