Exhibit 10.43
EMPLOYMENT AGREEMENT
     AGREEMENT made as of December 7, 2004, by and between Riggs Bank N.A. (the “Company”) andRobert L. Klivans (“Executive”).
     The parties hereto agree as follows:
 1.  Employment. 
 (a)  General. Company hereby employs Executive, andExecutive hereby accepts employment with Company, upon the terms andconditions set forth in this Agreement.  (b)  Term. Subject to the provisions hereof, Executive’semployment will run from the date hereof until March 27, 2005 (the “Term”),unless sooner terminated pursuant to Section 4 hereof. Prior to theexpiration of the Term, the Chief Executive Officer of the Company, in itssole discretion, may elect to extend the Term up to six (6) times in one (1)month increments at the same base salary as provided in Section 3(a) byproviding Executive with written notice of such election.
 2.  Title and Responsibilities.
 (a)  Position and Duties. Executive will report directlyto the President and Chief Executive Officer and will also report sideways tothe Chief Operating Officer and will perform duties consistent with hisposition and title as assigned to him by the Chief Executive Officer.Executive’s title will be Senior Vice President, Special Legal Projects. TheExecutive will have such authority and responsibility as determined by theChief Executive Officer. The Executive hereby represents, warrants andcovenants that he has signed the Company Code of Conduct and that he willperform his duties in accordance with the Company Code of Conduct.  (b)  Full Time. Executive will devote his full businesstime, attention and energy to the performance of his duties under thisAgreement. Executive hereby represents, warrants and covenants that he shallbe exclusively an employee of the Company and that he has no, and will nothave during the Term, other employment, consulting, agency or fiduciaryarrangement with any other entity or person, and holds no equity or otherinterest in any consultant, agent or affiliate of the Company.
 3.  Compensation.
 (a)  Base Salary. The Company will pay a base salary toExecutive of no less than $ 9,615.38, payable in equal bi-weeklyinstallments in
 

 

accordance with the Company’s normal payroll practices.Except as provided in Section 3(c), Executive shall not be eligible for anybonus under this Agreement or otherwise during the Term.
 (b)  Benefits. During the term of Executive’s employment,Executive will not be eligible for, or participate in, any of the Company’shealth, welfare or pension plans or arrangements. During the term ofExecutive’s employment, the Company will provide paid parking at the Companyor at a parking garage close to Executive’s work location. Executive willalso be eligible for 10 days of vacation between October 2004 and March 2005,to be taken in accordance with the Company’s vacation policy.  (c)  Hiring Bonus. Executive will also receive a$20,000.00 sign-on bonus, subject to normal withholding, with his firstpaycheck in October. If Executive resigns prior to the Effective Time (asdefined in that certain Agreement and Plan of Merger, dated as of July 16,2004, between The PNC Financial Services Group, Inc. and Riggs NationalCorporation), the Executive must repay the $20,000 sign-on bonus to theCompany. The Company may deduct such amount from Executive’s wages or anyother amounts owed to Executive at the time of his resignation. The Executivemust repay the remaining balance within 90 days of his resignation.  (d)  Relocation Package. During the term of Executive’semployment until the later of March 27, 2005 or the Effective Time, Executivewill be provided with (i) temporary lodging and (ii) a travel allowance thatwill cover two trips per month for the Executive or the Executive’s spouse fortravel between the Executive’s Newton, Massachusetts home and the Executive’shousing in the Washington Area.
 4.  Termination of Employment.
 (a)  Death. Executive’s employment hereunder shallterminate upon his death.  (b)  Disability. The Chief Executive Officer mayterminate Executive’s employment if he has been unable to perform his dutieshereunder due to a physical or mental disability for a period of thirty (30)consecutive days and if he has not resumed the performance of such duties on afull-time basis within thirty (30) days after written notice from the Companyof the Chief Executive Officer’s intent to terminate his employment due todisability.  (c)  Termination by the Chief Executive Officer For Cause.The Chief Executive Officer may terminate Executive’s employment hereunderfor Cause, effective immediately, at any time. For this purpose, “Cause”means: (i) any willful failure or refusal by
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Executive to carry out specificdirections of the Chief Executive Officer consistent with the provisionshereof or to perform a material part of the duties assigned to him hereunder;(ii) any willful violation by Executive of any material provisions of thisAgreement, which failure, refusal or violation is not remedied by Executivewithin thirty (30) days after written notice from the Chief Executive Officer;(iii) any commission by Executive of any act materially detrimental to thebest interests of the Company or its affiliates and that constitutes on thepart of Executive personal dishonesty, willful misconduct in clear conflictwith reasonable standards of employee conduct, including a violation of theCompany Code of Conduct; breach of fiduciary duty involving personal profit;any willful violation of any law, governmental rule or regulation (other thantraffic violations or similar offenses), final cease and desist order, formalagreement or commitment enforceable in writing; or any act or conduct whichfor any reason would constitute grounds for suspension, bar or removal fromoffice by any federal or state bank or securities regulatory agency underapplicable law; (iv) any gross negligence by Executive in the performance ofExecutive’s duties; or (v) any failure to meet the performance expectations ofthe Company as reasonably set forth and determined by the Chief ExecutiveOfficer. The Chief Executive Officer shall be responsible for making anydeterminations of “Cause” for purposes of this Section 4(c).
 (d)  Termination by the Chief Executive Officer WithoutCause. The Chief Executive Officer may terminate Executive’s employmenthereunder without Cause upon 30 days’ written notice to Executive. Executiveshall continue to perform his job fully until such termination becomeseffective and shall do nothing to damage the interest of the Company.Executive’s failure to perform his job fully prior to his termination ofemployment shall constitute grounds for immediate termination for Cause.Notwithstanding the foregoing, the Chief Executive Officer, in its solediscretion, may place the Executive on paid leave for all or part of suchthirty (30) day notice period.  (e)  Resignation by Executive. Resignation shall requirethirty (30) days’ written notice to the Chief Executive Officer. Executiveshall continue to perform his job fully until such resignation becomeseffective unless otherwise stipulated by the Chief Executive Officer inwriting and shall do nothing to damage the interests of Company. Executive’sfailure to provide adequate notice of resignation to the Chief ExecutiveOfficer, or to perform his job fully prior to his termination of employment, shall constitutegrounds for immediate termination for Cause.
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 (f)  Termination Immediately Prior to the Effective Time.Executive’s employment shall automatically terminate immediately prior to theEffective Time.  (g)  Effect of Termination. The Executive shall only beentitled to severance benefits specified in this Section 4(g) and shall not beeligible for severance benefits under any plan, program or policy of theCompany.
 (1)  Death or Disability. IfExecutive’s employment terminates by reason of his death ordisability, Executive, either directly or through his personalrepresentative or estate (whichever the case may be), shall beentitled to amounts equal to the sum of the unpaid portion ofExecutive’s base salary until the end of the then existing Term,payable in equal bi-weekly installments pursuant to Section 3(a),subject to Section 5(h)).  (2)  Termination For Cause. IfExecutive’s employment is terminated by the Chief Executive Officerfor Cause, then the Company shall have no obligation to make anyfurther payments or provide any further benefits hereunder for anyperiod subsequent to the date of such termination.  (3)  Termination without Cause. IfExecutive’s employment is terminated by the Chief Executive Officerwithout Cause, the Executive shall continue to be entitled to paymentof his base salary until the end of the then existing Term, payablein equal bi-weekly installments pursuant to Section 3(a), subject toSections 5(h) and 12.  (4)  Termination for Resignation. Inthe event Executive resigns from his position, then the Company shallhave no obligation to make any further payments or provide anyfurther benefits hereunder for any period subsequent to the date ofsuch termination**.**  (5)  Termination upon Expiration of theTerm. Upon the expiration of the then existing Term, the Companyshall have no further obligations to Executive under this Agreementand any continuation of Executive’s employment shall be “at will”.  (6)  Termination Immediately Prior to theEffective Time. If Executive’s employment terminates pursuant toSection 4(f), the Executive shall continue to be entitled to paymentof his base salary until the end of the then existing Term,payable in equal bi-weekly installments pursuant to Section 3(a),subject to Sections 5(h) and 12.
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 (h)  Condition. The Company shall not be required to makethe payments and provide the benefits specified in this Section 4 unlessExecutive executes and delivers to the Company an agreement releasing theCompany, its affiliates and its officers, directors and employees from allliability (other than the payments and benefits under this Agreement) in aform reasonably satisfactory to the Company and such agreement has becomeeffective and irrevocable.
 5.  Restrictive Covenants.
 (a)  Confidential Information. Executive acknowledgesthat, during the course of his employment hereunder, he will have access toconfidential information, documents and other materials relating to theCompany and its affiliates which are not generally known to persons outsidethe Company (whether conceived or developed by Executive or others) andconfidential information, documents and other materials entrusted to theCompany and its affiliates by third parties, including, without limitation,financial information, trade secrets, techniques, know-how, marketing andother business plans, data, strategies and forecasts, and the substance ofarrangements and agreements with customers, suppliers and others(collectively, “Confidential Information”). Any Confidential Informationconceived or developed by Executive during employment will be the exclusiveproperty of the Company and its affiliates. Except as specifically authorizedby the Company and its affiliates, Executive will not (during or after hisemployment hereunder) disclose Confidential Information for his own purposesor for the benefit of any third person, firm or entity other than (i) as maybe legally required in response to any final and enforceable summons, order orsubpoena issued by a court or governmental agency, upon reasonable priornotice to the Company of the proposed disclosure thereof, or (ii) suchConfidential Information which is or becomes available to the general publicthrough no act or failure to act by Executive.  (b)  Company Documents. Upon the termination of hisemployment for any reason, Executive will deliver to the Company alldocuments, data files and other tangible property containing ConfidentialInformation which are then in his possession or control.  (c)  Nonsolicitation. During his employment and for aperiod of one (1) year after the Executive’s termination for any reason of hisemployment (including the expiration of the Term), Executive will not,directly or indirectly, solicit, induce or otherwise attempt to influence(i) any employee of the Company or any subsidiary or other affiliatethereof to leave employment therewith or (ii) any
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client of the Companyfor the purposes of providing products or services.
 (d)  Remedies. Executive acknowledges and agrees thatdamages in an action at law for breach of any of the provisions of thisSection 5 will be difficult to determine and will not afford a full andadequate remedy and, therefore, agrees that the Company, in addition toseeking damages in an action at law, may seek specific performance and suchequitable or other remedies as may be available for breach of this Section 5,including, without limitation, the issuance of a temporary or permanentinjunction, without the necessity of a bond.  (e)  Survival. The obligations set forth in this Section5 shall survive the termination of Executive’s employment for such periods asare specified.  (f)  Validity. The terms and provisions of this Section 5are intended to be separate and divisible provisions and, if, for any reason,any one or more of them is held to be invalid or unenforceable, neither thevalidity nor the enforceability of any other provision of this Agreement shallthereby be affected. The parties hereto acknowledge that the potentialrestrictions imposed by this Section 5 are reasonable in both duration andscope and in all other respects. If for any reason any court of competentjurisdiction shall find any provisions of this Section 5 unreasonable induration or geographic scope or otherwise, Executive and the Company agreethat the restrictions and prohibitions contained herein shall be effective tothe fullest extent allowed under applicable law in such jurisdiction.  (g)  Consideration. The parties acknowledge that thisAgreement would not have been entered into and the benefits described inSection 3 or 4(g) would not have been promised in the absence of Executive’spromises under Section 5.  (h)  Cessation of Payments. In the event that Executivebreaches Section 5(a), 5(b) or 5(c), the Company’s obligation to make orprovide payments or benefits under Section 3 or 4(g) shall cease.
 6.  Dispute Resolution.
 (a)  All disputes arising out of or concerning the terms orconditions of employment of Executive by Company, including without beinglimited to any controversy or claim between Executive andCompany arising out of or relating to this Agreement or any aspect of hisemployment with the Company or the termination of that employment, butexcluding disputes which require injunctive or other equitable reliefarising out of Section 5, shall be resolved
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timely and exclusively byfinal and binding arbitration, pursuant to the National Rules for theResolution of Employment Disputes (the “Rules”) of the AmericanArbitration Association (the “AAA”) then in effect, to be held in theWashington, D.C. metropolitan area, and such arbitration shall be the soleand exclusive forum for determination of any such dispute. Arbitrationmust be demanded within sixty (60) calendar days of the time when thedemanding party knows or should have known of the event or events givingrise to the claim. Notwithstanding the foregoing, any disputes relatingto or arising from the provisions of Section 5 of this Agreement shall notbe arbitrated or otherwise subject to the requirements of this Section 6.
 (b)  The parties stipulate that the decision of the arbitrationwith respect to any dispute within subsection (a) of this Section 6 shall bethe sole and exclusive remedy. The parties hereby acknowledge that sincearbitration is the exclusive remedy for any such dispute, neither party hasthe right to resort to any federal, state or local court or administrativeagency for relief concerning any such dispute and that the decision of thearbitrator shall be a complete defense to any suit, action or proceedinginstituted in any federal, state or local court or before any administrativeagency with respect to any such dispute which is arbitrable as set forth insubsection (a) of this Section 6.  (c)  The award of the arbitrator may be enforced by, and enteredas a judgment in any local, state or federal court sitting in Washington, D.C.and shall be considered final, conclusive and binding.  (d)  The parties recognize that this Section 6 means that certainclaims will be brought before an impartial arbitrator or panel of arbitratorsinstead of before a court of law and/or a jury, but desire the many benefitsof the arbitration process over court proceedings, including withoutlimitation, speed of resolution, lower costs and fees, and more flexible rulesof evidence. The arbitrator or arbitrators duly selected pursuant to theRules of the AAA shall have the same power and authority to order any remedyfor violation of a statute, regulation, or ordinance as a court would have.
 7.  Copyright. 
In the event any work performed by Executive in his capacity as anemployee of the Company is entitled to copyright or intellectualproperty protection, he agrees that such work will be deemed to be workfor hire and the Company shall be the owner of the same, or, if such workcannot be deemed work for hire, he agrees to transfer
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all rights to suchwork to the Company or grant the Company an exclusive license to use suchwork, for $1.00.
 8.  Notices. 
Any notice under this Agreement must be in writing and will be deemed tohave been given when personally delivered or mailed by first-class orexpress mail to the recipient as follows:
If to Executive:
at his primary residential address as shown on records with the Company.
If to the Company:
Riggs Bank N.A.800 17th Street, N.W.Washington, D.C. 20006Attn: Lawrence Hebert
 9.  Governing Law; Forum. 
This Agreement shall be governed by and construed in accordance with thelaws of the District of Columbia without regard to its conflicts of lawprovisions. Each of the parties irrevocably and unconditionally consentsthat any arbitration, suit, action or proceeding relating to or arisingout of this Agreement shall be exclusively brought in a state or federalcourt sitting in the District of Columbia metropolitan area, and eachparty hereby irrevocably waives, to the fullest extent permitted by law,any objection that it may have, whether now or in the future, to thelaying of the venue in, or to the jurisdiction of, any and each of suchcourts for the purpose of any such suit, action, proceeding or judgmentand further waives any claim that any such suit, action, proceeding orjudgment has been brought in an inconvenient forum, and each party herebysubmits to such jurisdiction.
COMPANY AND EXECUTIVE EXPRESSLY HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURYIN ANY ACTION, COUNTERCLAIM OR PROCEEDING BASED UPON, OR RELATED TO,DIRECTLY OR INDIRECTLY, THE SUBJECT MATTER OF THIS AGREEMENT. THIS WAIVERAPPLIES TO ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS AND PROCEEDINGS,INCLUDING PARTIES WHO ARE NOT PARTIES TO THIS AGREEMENT.
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 10.  Severability. 
Whenever possible, each provision of this Agreement will be interpreted insuch manner as to be effective and valid under applicable law. If anyprovision of this Agreement is held to be invalid, illegal orunenforceable in any respect under any applicable law in any jurisdiction,such invalidity, illegality or unenforceability will not affect any otherprovision or the interpretation of this Agreement in any otherjurisdiction.
 11.  Withholding. 
The Company may withhold from any amounts payable under this Agreementsuch Federal, state, local or foreign taxes as shall be required to bewithheld pursuant to any applicable law or regulation.
 12.  Certain Payments. 
Anything in this Agreement to the contrary notwithstanding, the Companyshall not be obligated to make any payment hereunder that would beprohibited as a “golden parachute payment” or “indemnification payment”under Section 18(k) of the Federal Deposit Insurance Act.
 13.  Successors and Assigns. 
The services and duties to be performed by Executive hereunder arepersonal and may not be assigned. This Agreement shall be binding uponand inure to the benefit of the Company, its successors and assigns, andExecutive, and his heirs and representatives. Any successor entity to theCompany shall unconditionally assume, by written instrument delivered toExecutive (or his beneficiary or estate), all of the obligations of theCompany hereunder.
 14.  Complete Agreement. 
The provisions of this Agreement supersede in their entirety any prioragreement, memorandum or understanding, and this Agreement constitutes theentire agreement between the parties, concerning the subject matterhereof. No amendment hereto, or waivers or releases of obligations orliabilities hereunder, shall be effective unless agreed to in writing bythe parties hereto, or their respective successors and legalrepresentatives.
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 15.  Counterparts. 
This Agreement may be executed in several counterparts, each of which,when so executed and delivered, shall be deemed an original, but all ofwhich together shall constitute one and the same agreement.
     **IN WITNESS WHEREOF**, the parties have executed this Agreement effective as of the date firstabove written.    RIGGS BANK N.A.    /s/ Lawrence I. Hebert Lawrence I. Hebert President and CEO    /s/ Robert L. Klivans Robert L. Klivans
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