Independent Contractor Agreement for Donald L. Unger



 Exhibit 10.1 
 INDEPENDENT CONTRACTOR AGREEMENT 
 THIS
INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) is made and entered into this 20th day of July, 2009, between Donald L. Unger (“Contractor”) and United Bankshares, Inc. (“United”). 
 WHEREAS, Contractor has considerable experience in the banking industry; and 
 WHEREAS, United wishes to retain the expertise of Contractor and Contractor wishes to perform the services described herein for
United pursuant to the terms and conditions hereof; and 
 WHEREAS, United and the Contractor acknowledge and agree that
no employment relationship exists between United and the Contractor for the work performed under this Agreement. United and the Contractor acknowledge and agree that the Contractor is an independent contractor for all purposes related to this
Agreement. 
 NOW, THEREFORE, in consideration of the mutual promises and covenants made in this Agreement, the parties
agree as follows: 
 1. Services. During the period from the date first above written to December 31, 2009,
and for additional one year renewal periods thereafter, unless earlier terminated pursuant to paragraph 5 below, Contractor shall provide administrative, consulting and advisory services to United to the extent Contractor and United deem
appropriate. Contractor and United intend that the extent of the services provided during the period and any renewal period will not exceed 20% of the average level of services provided to United (or its predecessor) over the preceding 36 months.

 2. Compensation. For services rendered by Contractor hereunder, Contractor shall be compensated by United as
follows: for each one year period during which this Agreement remains in effect, prior to termination pursuant to paragraph 5 below, with pro-ration to the date of termination for any partial year during which this Agreement is in effect prior to
any such termination, Contractor shall be paid the sum of Sixty Thousand Dollars ($60,000) with such $60,000 sum to be paid in periodic installments no less 
  

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 frequently than monthly by United to Contractor. Such amount may be adjusted by mutual agreement of the
parties from time to time. 
 3. Business Expenses. Contractor shall retain the sole responsibility for his own
business-related expenses, provided, however, that United shall afford Contractor access to reasonable office space, office supplies and secretarial assistance and shall reimburse Contractor for any reasonable business travel expenses incurred, but
only if such business travel is specifically requested in writing by United and such business travel in fact takes place by Contractor prior to any termination of this Agreement pursuant to paragraph 5. The reimbursement of an eligible business
travel expense, if any, shall be made by United no later than the last day of Contractor’s taxable year during which the expense was incurred or, if later, the fifteenth day of the third month after such expense was incurred, and Contractor is
required to request reimbursement and substantiate any such expense no later than ten days prior to the last date on which United is required to provide reimbursement for such expense hereunder. The amount of business travel expenses, if any,
eligible for reimbursement during Contractor’s taxable year shall not affect the expenses eligible for reimbursement, if any, in any other taxable year. The right to reimbursement, if any, under this Agreement is not subject to liquidation or
exchange for another benefit. 
 4. Duties of Independent Contractor. Contractor agrees to provide consulting and
advisory services respecting administrative, financial and banking matters that are needed by United, within the limits set forth in paragraph 1, and Contractor agrees to provide his services in the most efficient, comprehensive and professional
manner possible. 
 5. Termination of Agreement. This Agreement may be terminated at any time, with or without
cause, by either party by thirty (30) days prior written notification. Upon termination, Contractor shall be entitled to receive compensation, as provided in paragraph 2, only to the date of termination, which compensation shall be paid at the
time and in the manner provided in paragraph 2. 
 6. Independent Contractor Status. It is understood that
Contractor is an independent contractor, and is not an employee, agent, partner, affiliate or representative of United, and shall not hold himself out to the public as an employee, agent, partner, affiliate or representative of United. As such,
Contractor is responsible, where necessary, to secure, at his sole cost, professional and general liability 
  

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 insurance, workers’ compensation insurance, disability benefits insurance, health insurance and any
other insurance as may be required by law or by this Agreement. 
 7. Tax Duties And Responsibilities. Contractor
is solely responsible for the payment of all required taxes, whether federal, state or local in nature, including, but not limited to, payroll taxes, income taxes, social security taxes, federal unemployment compensation taxes, and any other fees,
charges, licenses, or other payments required by law. 
 8. Business of Independent Contractor. Except as
otherwise provided under the terms and conditions respecting confidentiality and non-solicitation, of that certain Amended and Restated Employment Agreement by and between Contractor, George Mason Bankshares, Inc. and United, which terminated by
resignation of Donald L. Unger on July 10, 2009, (the “Employment Agreement,”) and which provisions respecting confidentiality and non-solicitation survive termination of the Employment Agreement as set forth therein, Contractor may
engage in any business that he may choose, and is not required to devote all his energies exclusively for the benefit of United. 
 9. Supervision. Contractor shall not be subject to the provisions of any personnel handbook or the rules and regulations applicable to employees of United because Contractor shall fulfill his responsibilities independent of,
and without supervisory control by United, provided, however, Contractor shall abide by and observe all rules relating to safety and security and all anti-discrimination and anti-harassment policies of United, whether now in existence or hereafter
adopted. 
 10. Confidential Information. Contractor acknowledges that United may disclose certain confidential
information to the Contractor during the term of this Agreement to enable him to perform his duties hereunder. Contractor hereby covenants and agrees that he will not, without the prior written consent of United, during the term of this Agreement or
at any time thereafter, disclose or permit to be disclosed to any third party by any method whatsoever any of the confidential information of United or any subsidiary or affiliate thereof. For purposes of this Agreement, “confidential
information” shall include, but not be limited to, any and all records, notes, memoranda, data, ideas, processes, methods, techniques, systems, formulas, patents, models, devices, programs, computer software, writings, research, personnel
information, customer information, United’s financial information, plans, or any other information of whatever nature in the

  

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possession or control of United which has not been published or disclosed to the general public, or which gives United an opportunity to obtain an advantage over competitors who do not know of or
use it. Contractor further agrees that if this Agreement is terminated for any reason, he will leave with United and will not take originals or copies of any and all records, papers, programs, computer software and documents and all matter of
whatever nature which bears secret or confidential information of United. 
 The foregoing paragraph shall not be applicable if
and to the extent Contractor is required to testify in a judicial or regulatory proceeding pursuant to an order of a judge or administrative law judge issued after Contractor and his legal counsel urge that the aforementioned confidentiality be
preserved. 
 The foregoing covenants will not prohibit Contractor from disclosing confidential or other information to
employees of United or any third parties to the extent that such disclosure is necessary to the performance of his duties under this Agreement. 
 11. Notices. For the purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when
delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: 
  

			
	If to the Contractor:	 	 Don Unger
 971 Cooley Drive

 Middletown, VA 22645

		
	If to United:	 	 United Bank.
 2071 Chain
Bridge Road, Suite 311
 Vienna, VA 22182


 12. Separation from Service. In the event of a termination of this Agreement pursuant to paragraph 5, Contractor shall not ne entitled to any compensation under the terms of this Agreement
for any period from or after such date of termination of this Agreement. After the termination of this Agreement Contractor may continue thereafter to serve as a member of the Board of Directors of United or any affiliate, or to otherwise provide
any services as an independent contractor for United or any affiliate. However, such services shall not entitle Contractor to compensation under the Agreement if the Agreement has terminated,

  

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even if Contractor has not “separated from service” as such term is interpreted consistent with Code section 409A. 
 13. Assignment. Neither party shall sell, assign or transfer this Agreement without the prior written consent of the other
party. 
 14. Governing Law. This Agreement shall be subject to and governed by the laws of the State of West
Virginia. 
 15. Severability. If any provision of this Agreement, or any portion of any provision hereof, is held
to be invalid, illegal or unenforceable, all other provisions shall remain in force and effect as if such invalid, illegal or unenforceable provision or portion thereof had not been included herein. If any provision or portion of any provision of
this Agreement is so broad as to be unenforceable, such provision or a portion thereof shall be interpreted to be only so broad as is enforceable. 
 16. Waiver of Breach. No requirement of this Agreement may be waived except by a written document signed by the party adversely affected. A waiver of a breach of any provision of the
Agreement by any party shall not be construed as a waiver of subsequent breaches of that provision. 
 17.
Modification. No change, modification or waiver of any term of this Agreement shall be valid unless it is in writing and signed by both parties. 
 18. Interpretation. Words importing the masculine, feminine or neutral gender shall include any other gender and shall, where applicable, include firms, corporations and other legal
entities. 
 19. Entire Agreement. This Agreement constitutes the entire agreement between the parties and
supersedes all prior agreements or understandings between the parties. 
 20. Headings. The headings are inserted
for convenience only and shall be considered when interpreting any of the provisions or terms hereof. 
  

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 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

			
	   /s/ Donald L. Unger

	
	Contractor
	
	UNITED BANKSHARES, INC.
		
	By:	 	 /s/ Dinna C. Rivera

		
	Its:	 	 SVP of Human Resources



  

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