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M & F BANCORP, INC. EXECUTIVE EMPLOYMENT AGREEMENT

Executive Employment Agreement

M & F BANCORP, INC. EXECUTIVE EMPLOYMENT AGREEMENT | Document Parties: M & F Bancorp, Inc | Mechanics & Farmers Bank You are currently viewing:
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M & F Bancorp, Inc | Mechanics & Farmers Bank

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Title: M & F BANCORP, INC. EXECUTIVE EMPLOYMENT AGREEMENT
Governing Law: North Carolina     Date: 5/13/2005

M & F BANCORP, INC. EXECUTIVE EMPLOYMENT AGREEMENT, Parties: m & f bancorp  inc , mechanics & farmers bank
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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:

 

 

I.

EMPLOYMENT .

 

 

A.

Scope .

 

(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.

 

 

B.

Term .

 

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.

 

 

C.

Duties .

 

(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.

 

 

D.

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.

 

 

II.

COMPENSATION .

 

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,

 

10


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.

 

 

C.

Participation in Benefits Plans .

 

(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.

 

11


(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.

 

 

III.

TERMINATION .

 

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


 
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