EXHIBIT 10.XX


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS EXECUTIVE EMPLOYMENT AGREEMENT,
effective on the 15th day of August, 2002, by and between MERCANTILE-SAFE
DEPOSIT AND TRUST COMPANY (“Merc-Safe”), Mercantile Capital Advisors, Inc. (“Mercantile
Capital”) (collectively the “Employer”), corporations of the State of Maryland,
Two Hopkins Plaza, Baltimore, Maryland 21201, and Kevin A. McCreadie,
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; and


 


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.


 


NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, the parties do hereby agree as follows:


 


1.             Office of Executive.  Executive will serve as Chief Investment
Officer, Investment and Wealth Management Division of Merc-Safe, and Chief Investment
Officer of Mercantile Capital and will report directly to the Chairman,
Investment and Wealth Management of Merc-Safe, and the Chairman of the Board,
Mercantile Capital, respectively.  These
offices may be changed during the term of this Agreement by mutual consent of
the parties.


 


2.             Term. 
The term of this Agreement shall begin on August 15, 2002, and shall
terminate on August 1, 2005; provided that the termination date shall be
extended (but not beyond Executive’s retirement date) for one additional year
on August 1, 2005, and on August 1st of each succeeding year, unless either
Employer or Executive on or before the immediately preceding December 31
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 Merc-Safe from time to time, at a
rate of not less than $475,000 per calendar year, subject to withholding for
appropriate items. Executive shall be eligible for such annual bonus amounts as
the Board of Directors of Merc-Safe may in its discretion award, up to
$375,000. Recommendations as to salary and bonus will be made to the Board of
Directors by the Board’s Committee on Executive Compensation, Promotion and
Retirement.


 


4.             Other Benefits.  Executive shall be entitled to participate
in, and to receive benefits under, any long-term incentive plan, deferred
compensation plan, qualified


 


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retirement plan, profit sharing plan, savings plan, group life,
disability, sickness, accident and health programs, or any other benefit plan
or arrangement made available by Employer to its executive officers generally
(other than the Mercantile Bankshares Corporation Annual Incentive Compensation
Plan), subject to and on a basis consistent with the terms, conditions and
overall administration of each such plan or arrangement.


 


5.             Grants of Restricted Stock.  Subject to the approval of the Compensation
Committee of the Board of Directors of Mercantile Bankshares Corporation (“Mercshares”),
which approval Management of Employer will recommend, Executive:


 


1)             will receive a
grant of 10,000 restricted shares of common stock of Mercshares, which shares
shall vest entirely three (3) years from Executive’s date of employment.


 


2)             if he is actively
employed by Employer on December 31, 2003, will receive a grant of 10,000
restricted shares of common stock of Mercshares, which shares shall vest
entirely three (3) years after December 31, 2003.


 


The restricted shares referred to herein shall only vest if Executive
is actively employed by Employer on the dates of vesting. Otherwise the grants
of restricted shares shall lapse. Furthermore, the grants will become effective
only upon the execution and delivery of, and will be subject to the terms of,
restricted stock agreements to be approved by counsel and entered into between
Mercshares and Executive and, to the extent necessary, by Employer.


 


6.             Expenses.  Employer shall reimburse Executive for all
reasonable expenses incurred by Executive in connection with the business of
the Employer, including expenses for entertainment, travel and similar items.
Executive shall submit to Employer substantiation for reimbursable expenses.


 


7.             Vacation.  Executive shall be entitled to a minimum of
four weeks vacation each year.


 


8.             Scope of Employment.  Executive shall perform the duties of Chief
Investment Officer, Investment and Wealth Management Division of Merc-Safe and
Chief Investment Officer of Mercantile Capital or any designated successor
divisions, and for affiliates defined by Employer.  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.


 


9.             Early Termination.  This Agreement shall terminate prior to its
specified expiration, as may be extended from time to time, on the occurrence
of the death of Executive, or termination by the Employer for good cause.  For purposes of this


 


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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 out
in Section 7 of this Agreement.  In
addition, if Executive is unable to perform his duties of office by reason of
illness or incapacity for a period of more than one hundred eighty (180)
consecutive days, Employer shall be entitled to remove Executive from 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 (355) days next following his removal
from any such office.  Notwithstanding
the provisions of Section 3 of this Agreement, in the event of Executive’s
long-term disability as defined under Employer’s Disability Insurance Plan,
Executive shall be compensated as provided under such Plan and shall not
receive his base salary or earn any bonus under this Agreement for the period
of time that such disability shall continue.


 


In the event that this Agreement is terminated for good cause as herein
provided, all obligations hereunder of Employer to Executive (other than for
reimbursement of expenses incurred by Executive prior to termination and any
employee benefits that are not extinguished by termination for cause) shall
also simultaneously terminate forthwith.


 


In the event that Employer terminates Executive’s employment without
good cause during the original or any extended term of this Agreement, all
benefits (including salary and the average of bonus awards during the term of
this Agreement) to Executive provided for in this Agreement shall continue
until the expiration of the remaining term of this Agreement.  To the extent that it shall not be
practicable or legally feasible to continue any such benefit in the form
provided for in this Agreement, Employer may provide an equivalent benefit in
some other form or may pay or provide to Executive the economic value of such
benefit.


 


10.           Non-Competition.  Executive agrees that upon termination of his
employment with Employer, he shall not engage in the State of Maryland or in
contiguous states, or the District of Columbia, or in any other state in which
any offices are maintained by Mercshares, Merc-Safe or affiliated entities, as
an employee of, consultant to, or in any other comparable capacity with, any
other banking institution, bank holding company, financial holding company, or
entity engaged in furnishing investment advice or investment management
services, for a period of six months following such termination.  Executive agrees that Employer shall be
entitled to injunctive relief, in lieu of or in addition to damages, for a
violation by Executive of the Prime rate ovisions of this Section 9.


 


11.           Successors.  This Agreement shall be binding upon and
inure to the benefit of all successors of Employer, whether by merger,
consolidation, reorganization, share exchange, transfer of assets or
otherwise.  This Agreement shall not be
otherwise assignable by Employer except with the prior written consent of
Executive. Executive shall not assign his rights or duties under this
Agreement, except (a) as provided in Section 1 of this Agreement, and (b) as
provided under any employee or executive benefit plan with Employer relating to
Executive.


 


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12.           Notices.  All notices called for under this Agreement
shall be in writing addressed to Employer at Two Hopkins Plaza, Baltimore,
Maryland 21201, Attention:  Corporate
Secretary, and to Executive at Two Hopkins Plaza, Baltimore, Maryland 21201, or
to such other address as either party may designate to the other in writing
from time to time.  Any such notice shall
be effective when received or two (2) business days after mailing, postage
prepaid, by first class, certified or registered mail, return receipt
requested.


 


13.           Entire Agreement.  This Agreement represents the entire
agreement between the parties, and all prior representations, agreements and
understandings between the parties as to its subject matter are of no further
force or validity.


 


14.           Amendments.  Any amendments to this Agreement must be in
writing signed by both parties hereto.


 


15.           Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Maryland, without
reference to principles of conflict of laws.


 


16.           Headings.  The headings used in this Agreement are
solely for convenience and are not to be used in the construction or
interpretation hereof.


 


17.           Severability.  In the event that one or more of the
provisions of this Agreement are found to be unenforceable or illegal, the
remaining provisions of the Agreement shall remain in full force and effect.


 


IN WITNESS WHEREOF,
the parties have executed this Executive Employment Agreement, as of the day
and year first above written.


 


WITNESS:


 


 


	
   

  	
   

  	
   

  	
   

  	
  SEAL)

  
	
   

  	
   

  	
  Kevin A. Mccreadie

  
	
   

  	
   

  
	
   

  	
   

  
	
  ATTEST:

  	
  MERCANTILE-SAFE DEPOSIT

  
	
   

  	
  AND TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  (SEAL)

  
	
  DENNIS W. KREINER

  	
  WALLACE MATHAI-DAVIS

  
	
  Senior Vice President and

  	
  Chairman, Investment and Wealth

  
	
  Assistant Secretary

  	
  Management

  
								



 


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  ATTEST:

  	
   

  	
  MERCANTILE CAPITAL ADVISORS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  (SEAL)

  
	
  DENNIS W. KREINER

  	
   

  	
  WALLACE
  MATHAI-DAVIS

  
	
  Secretary

  	
   

  	
  Chairman of the Board

  



 


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