exv10www



 



Exhibit 10.WW


EMPLOYEE EMPLOYMENT AGREEMENT



     THIS EMPLOYEE EMPLOYMENT AGREEMENT, effective on the 13th day of January,
2003, by and between MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY (“Merc-Safe”)
(the “Employer”), a corporation organized under the laws of the State of
Maryland, with its headquarters located at Two Hopkins Plaza, Baltimore,
Maryland 21201, and MICHAEL M. PAESE, hereinafter referred to as “Employee.”


     WHEREAS, Employer is engaged in the banking, trust and investment
management business, and Employee has special skills and talents in that
business; and


     WHEREAS, Employer has employed Employee on the terms provided herein, and
Employee, 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.     Title of Employee. Employee will serve as Senior Vice President
/ Associate Counsel 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 January 13,
2003, and shall terminate on January 13, 2005.


     3.     Compensation. Employee 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 $200,000 per calendar year, subject to withholding for
appropriate items. Employee will be designated as a Class III participant in
the Employer’s Annual Incentive Compensation Plan (“AICP”). Such bonuses shall
be determined by Employer’s Compensation Committee under the AICP in good
faith. If the AICP is revoked or amended for other than good faith economic
reasons so as to decrease or eliminate a bonus to which Employee would
otherwise have been entitled as a designated participant under the immediately
pre-existing terms of the AICP, he shall be paid any such diminution in bonus
as additional compensation on or before March 1 next following the close of
each year for which such a bonus would otherwise have been payable under the
terms of the AICP for such year.


     4.     Other Benefits. Employee shall be entitled to participate in,
and to receive benefits under, any 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 officers generally, 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, Employee
shall be entitled to certain benefits under an Employee Severance Agreement
among Employee, Mercantile Bankshares Corporation and Merc-Safe dated January
13, 2003 (as such agreement may be amended from time to time).


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


     6.     Vacation. Employee shall be entitled to a minimum of three
weeks vacation each year.


     7.     Scope of Employment. Employee shall perform the duties of
Associate Counsel of Merc-Safe. Employee 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 Employee 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 Employee, 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 Employee or a breach of any of Employee’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 Employee 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 Employee from some or any of his offices; provided that
Employer shall restore Employee 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 (365) days next following his removal from any such office.
Notwithstanding the provisions of Section 3 of this Agreement, in the event of
Employee’s long-term disability as defined under Employer’s Disability
Insurance Plan, Employee 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 Employee (other than for
reimbursement of expenses incurred by Employee prior to termination and any
employee benefits that are not extinguished by termination for cause) shall
also simultaneously terminate forthwith.


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          In the event that Employer terminates Employee’s employment without good
cause during the original or any extended term of this Agreement, all benefits
(including salary) to Employee 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 Employee the
economic value of such benefit.



     9.     Non-Competition. Employee 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 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.
Employee agrees that Employer shall be entitled to injunctive relief, in lieu
of or in addition to damages, for a violation by Employee 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 Employee. Employee 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 Employee benefit plan with Employer
relating to Employee.


     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 Employee 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.


     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.


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     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 Employee Employment
Agreement, as of the day and year first above written.


WITNESS:




	 	 	 	 
	 	 	
By: /s/ Michael M. Pease
	
	 	


	 	 	 
	 	 	
MICHAEL M. PAESE
	 	 	 
	ATTEST:	 	
MERCANTILE-SAFE DEPOSIT
	 	 	
    AND TRUST COMPANY
	 	 	 
	By: /s/ John L. Unger 	 	
By: /s/ Edward J. Kelly, III 
	
	 	

	  (SEAL)
	JOHN L. UNGER	 	
    EDWARD J. KELLY, III
	Secretary	 	
    Chairman and Chief Executive Officer




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