exv10wuu



 





Exhibit 10.UU




EXECUTIVE EMPLOYMENT AGREEMENT




          THIS EXECUTIVE EMPLOYMENT AGREEMENT, effective on the 1st day of February,
2002, by and between MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY (“Merc-Safe” or
“Employer”), a corporation of the State of Maryland, Two Hopkins Plaza,
Baltimore, Maryland 21201, and John J. Pileggi, 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 Executive Vice President,
Wealth Management Institutional Sales of Merc-Safe. This office 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 February 1, 2002, and
shall terminate on February 1, 2005; provided that the termination date shall
be extended (but not beyond Executive’s retirement date) for one additional
year on February 1, 2005 and on February 1 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 $400,000 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
$400,000 per year. 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 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. Any awards of stock incentives will be in the discretion of the
Employer. In addition, Executive shall be entitled to certain benefits under
an Executive Severance Agreement among Executive, Mercantile Bankshares
Corporation and Merc-Safe dated February 1, 2002 (as such 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, travel and similar items. Executive
shall submit to Employer substantiation for reimbursable expenses. Employer
shall reimburse Executive for reasonable moving expenses incurred in moving
Executive’s immediate family to the Baltimore area.



          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 Executive
Vice President, Wealth Management Institutional Sales of Merc-Safe in the
Investment Management and Trust Division of Merc-Safe, or any designated
successor division, 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.



          8. 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 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



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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) 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.



          9. Non-Competition. Executive agrees that upon termination of his
employment with Employer, he shall not engage in competitive activities 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 two years 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 provisions of this Section 9.



          10. 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.



          11. 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.



          12. 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.



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



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          14. 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.



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



          16. 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:




	 	 	 	 	 	 	 
	/s/

	 	/s/ John J. Pileggi	 	 
	


	 	

	SEAL)
	

	 	John J. Pileggi	 	 
	 
	 	 	 	 	 	 
	ATTEST:

	 	MERCANTILE-SAFE DEPOSIT	 	 
	

	 	    AND TRUST COMPANY	 	 
	 
	 	 	 	 	 	 
	/s/ Alan D. Yarbro

	 	By:
	 	/s/ Edward J. Kelly, III	 	 
	


	 	 	 	

	(SEAL)
	ALAN D. YARBRO

	 	 	 	EDWARD J. KELLY, III	 	 
	Secretary

	 	 	 	Chairman and Chief Executive Officer	 	 








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