EX-10.1






 




INDEPENDENT CONTRACTOR CONSULTING AGREEMENT




This Independent Contractor Consulting Agreement (the “Agreement”) by and between William R.
Reed, Jr. (“Contractor”) and SunTrust Banks, Inc. (“SunTrust”, and, together with Contractor, the
“Parties”) is entered into as of June 17, 2009.




	1.	 	Services to be Performed by Independent Contractor. Effective September 1, 2009 through
August 31, 2011 (the “Term”), Contractor agrees to serve on the local SunTrust board of
advisors in Memphis, Tennessee and provide certain services related to the promotion of the
business interests of SunTrust and its affiliates both at the corporate level and, in
particular, in the Memphis, Tennessee market (the “Services”), but shall consult with SunTrust
regarding the scope of the Services to be provided. Contractor shall render the Services in a
professional, competent and workmanlike manner and shall comply with all of SunTrust’s
policies, including all standards of ethical conduct, and all reasonable directives of any
customer to whom Contractor may be providing Services on SunTrust’s behalf. SunTrust and
Contractor agree that such Services shall not exceed 30 hours in any calendar month. Except
for attendance at the meetings of the Memphis board of advisors, Contractor shall perform the
Services in Memphis, Tennessee, Atlanta, Georgia or any other location of the Contractor’s
choosing and at such times as Contractor may determine.






	2.	 	Fees. In consideration for Contractor providing the Services, SunTrust will pay to
Contractor the aggregate sum of five hundred and two thousand dollars ($502,000.00) over the
course of the Term, payable in increments of sixty-two thousand seven hundred and fifty
dollars ($62,750) quarterly over the Term, with the first such payment due on November 30,
2009. Notwithstanding the foregoing, the Parties agree that, if SunTrust determines, in good
faith, that this Agreement contravenes any applicable statute, regulation or other law, then
SunTrust will have no responsibility for any of its obligations under this Agreement and may
require Contractor to repay any fee already paid under this Agreement.






	3.	 	Expenses. Except as specifically provided in this Agreement, Contractor shall be responsible
for paying all expenses incurred by Contractor in providing the Services, including mileage
and telephone. SunTrust shall provide Contractor office space at the SunTrust office in
Memphis, Tennessee (the “Office”) during the Term. SunTrust shall pay for all business
related telephone usage by Contractor at the Office.






	4.	 	Term. Contractor may terminate this Agreement at any time and for any reason, upon not less
than three (3) days written notice to SunTrust. SunTrust may terminate this Agreement
effective immediately, and without notice, if Contractor violates any of the terms of this
Agreement or applicable law. Upon termination of this Agreement, Contractor shall be entitled
to fees for Services rendered through the date of termination only.






	5.	 	Contractor is Not an Employee of SunTrust. The Parties agree that in providing the Services
contemplated under this Agreement, Contractor shall be an independent contractor and not an
employee of SunTrust.






Contractor shall be responsible for payment of all employment and income taxes, FICA, and all
other employee-related payments required to be made by Contractor or on Contractor’s behalf or
on behalf of any of Contractor’s employees or agents. SunTrust shall have no responsibility to
make any such payment and shall not have any financial responsibility of any kind for Contractor
or Contractor’s employees except for the payment of fees as set forth in Paragraph 2 above.




Contractor further agrees that SunTrust will have no liability for (a) any work-related injuries
incurred by Contractor or any of Contractor’s employees or agents and (b) any loss or damage
caused by Contractor or any of Contractor’s employees or agents in the course of performing
Services under this Agreement. Accordingly, Contractor shall indemnify, defend, and hold
SunTrust harmless from any claims arising out of Contractor’s performance of the Services.




Contractor shall not be entitled to participate in any vacation, medical or other benefits plan
or any other entitlements available to active SunTrust employees, nor shall Contractor be
entitled to any incentives for the Services provided hereunder. The Services shall not be
deemed to be service under any employee benefit plan maintained by SunTrust and Contractor shall
not accrue any benefit under any employee benefit plans maintained by SunTrust or an affiliate
for services performed under this Agreement.




	6.	 	Committing Company. Contractor has no authority to commit or to bind SunTrust or any
affiliates, either orally or in writing, to provide products or services without the prior
written approval of an appropriate officer of SunTrust. Proposals for SunTrust’s services
must be signed or approved in writing by an appropriate officer of SunTrust.






	7.	 	Indemnification. Contractor shall indemnify, defend and hold SunTrust and any of its
affiliates and their directors, officers and employees (the “Indemnitees”) harmless from and
against any claim brought against any Indemnitee by a third party arising out of Contractor’s
performance of Services under this Agreement, including claims for debts and expenses incurred
by Contractor in connection with the performance of Services under this Agreement.






	8.	 	Nondisclosure of Trade Secrets and Confidential Information.






(a) Trade Secrets Defined. As used in this Agreement, the term “Trade Secrets” shall
mean all secret, proprietary or confidential information regarding SunTrust or its activities
that fits within the definition of “trade secrets” under the Georgia Trade Secrets Act. Nothing
in this Agreement is intended, or shall be construed, to limit the protections of the Georgia
Trade Secrets Act or any other applicable law protecting trade secrets or other confidential
information. “Trade Secrets” shall not include information that has become generally available
to the public by the act of one who has the right to disclose such information without violating
any right or privilege of SunTrust. This definition shall not limit any definition of “trade
secrets” or any equivalent term under the Georgia Trade Secrets Act or any other state, local or
federal law.




(b) Confidential Information Defined. As used in this Agreement, the term
“Confidential Information” shall mean all information regarding SunTrust, SunTrust’s activities
or business, or SunTrust’s clients that is not generally known to persons not employed by
SunTrust, is not generally disclosed by SunTrust practice or authority to persons not employed
by SunTrust, and is the subject of reasonable efforts to keep it confidential. Confidential
Information shall include, but not be limited to current and future development and expansion or
contraction plans of SunTrust and each line of business; sale/acquisition plans and contacts;
compensation policies and practices; underwriting policies and practices; lending policies and
practices, confidential personnel matters; pricing practices and policies; information
concerning the legal affairs of SunTrust; and information concerning the financial affairs of
SunTrust. “Confidential Information” shall not include information that has become generally
available to the public by the act of one who has the right to disclose such information without
violating any right or privilege of SunTrust. This definition shall not limit any definition of
“confidential information” or any equivalent term under the Georgia Trade Secrets Act or any
other state, local or federal law.




(c) Nondisclosure of Confidential Information. Contractor acknowledges that during the
course of performing Contractor’s duties and responsibilities under this Agreement, Contractor
may obtain, have access to or be entrusted with Confidential Information concerning SunTrust and
that the disclosure of such Confidential Information to competitors of SunTrust would be highly
detrimental to the interests of SunTrust and cause SunTrust irreparable harm. Contractor
further acknowledges and agrees that SunTrust has a right to maintain the confidentiality of
such information. Accordingly, Contractor covenants and agrees that, during the Term,
Contractor shall not directly or indirectly transmit or disclose any Trade Secrets or
Confidential Information, during the Term and for a period of twenty four (24) months
thereafter, to any person, concern or entity, or make use of any such Confidential Information,
directly or indirectly, for Contractor or for others, without the prior express written consent
of the Chief Executive Officer or President of SunTrust Banks, Inc. Trade Secrets protected by
the Georgia Trade Secrets Act shall not lose this protection at the end of the twenty four month
period but shall remain protected from use or disclosure for so long as they remain Trade
Secrets.




(d) Enforceability of Covenants. Contractor acknowledges and agrees that the
obligations under these nondisclosure covenants are separate and distinct from other provisions
of this Agreement, and a failure or alleged failure of SunTrust to perform its obligations under
any provision of this Agreement shall not constitute a defense to the enforceability of these
nondisclosure covenants. Nothing in this provision or this Agreement shall limit any rights or
remedies otherwise available to SunTrust under federal, state or local law.




	9.	 	Nonrecruitment, Nonsolicitation, and Noncompetition Covenants.






(a) Nonrecruitment of Employees and Agents. Contractor covenants and agrees that,
during the Term, Contractor shall not directly or indirectly solicit or recruit any employee of
SunTrust for the purpose of inducing or encouraging that employee to discontinue his or her
employment relationship with SunTrust.




(b) Definitions. As used in this Agreement, certain terms will be defined as follows:




	 	i.	 	Customer. “Customer” means any individual or entity to whom
SunTrust has provided products or services and with whom Contractor has, alone or
in conjunction with others, Material Contact on behalf of SunTrust during the Term;






	 	ii.	 	Potential Customer. “Potential Customer” means any individual
or entity to whom SunTrust has actively sought to provide products or services
during the Term and with whom Contractor has, alone or in conjunction with others,
Material Contact on SunTrust’s behalf during the Term;






	 	iii.	 	Material Contact. “Material Contact” means any Contractor (i)
business dealings with the Customer or Potential Customer on SunTrust’s behalf, or
(ii) possession of trade secrets or confidential business information about the
Customer or Potential Customer as a result of Contractor’s association with
SunTrust and which Contractor would not have obtained but for his association with
SunTrust;






	 	iv.	 	Commercial, Private Wealth, and Retail Banking Products and
Services. “Commercial, Private Wealth, and Retail Banking Products and
Services” shall mean depository, savings, checking, personal investment (including
via trust, brokerage, and asset management accounts), money market, or loan
products and services (excluding residential mortgage loans) provided to
individuals and business entities.






(c) Nonsolicitation. In light of SunTrust’s legitimate interest in protecting its
Confidential Information and Trade Secrets and preserving SunTrust’s goodwill with its
customers, Contractor covenants and agrees that during the Term, Contractor shall not, without
the prior written consent of the Chief Executive Officer or President of SunTrust, directly or
indirectly, for myself or on behalf of any other person or entity, solicit or attempt to solicit
any Customer or Potential Customer for purposes of providing, marketing, servicing or selling
Commercial, Private Wealth, and Retail Banking Products and Services, provided that such
products and/or services are then being provided, marketed, serviced or sold by SunTrust.




(d) Noncompetition. Contractor shall devote such time, attention and energies to the
Services as is required. Contractor shall NOT during the Term of this Agreement be precluded
from engaging in any other business activity, whether or not such business activity is pursued
for gain, profit, or other pecuniary advantage; provided, however, that in
consideration for the fees provided to Contractor under this Agreement, Contractor agrees that
during the Term Contractor shall not, for any reason, within the Restricted Territory, provide
Prohibited Services as an employee, contractor, or agent to any person or entity engaged in the
Business; provided, further, that I may seek, and if granted obtain, from
SunTrust a limited exemption from the provisions of this paragraph so long as (i) I do not
compete directly with SunTrust Banks, Inc. or any subsidiary thereof and (ii) I obtain prior,
written approval from SunTrust to engage in business activities otherwise prohibited by this
Section 9(d), subject to the terms and conditions outlined in the approval of SunTrust. For
purposes of this Agreement, the term “Business” shall mean banks or other firms providing
Commercial, Private Wealth, and Retail Banking Products and Services. For purposes of this
Agreement, the term “Prohibited Services” shall mean providing management oversight, strategic
direction, or direct sales representation to a business unit providing Commercial, Private
Wealth, and Retail Banking Products and Services. For purposes of this Agreement, the term
“Restricted Territory” shall mean all areas within a fifty (50) mile radius of any SunTrust
retail bank branch in existence on the date on which this Agreement is executed.




(e) Severability. Each of the provisions contained in this Section 9 is intended to be
construed as separate and independent of any other covenant or provision in this Section or in
this Agreement. If any of the provision(s) contained in this Section 9 is ever deemed to exceed
the time, scope, or geographic limitations permitted by applicable law, then such provision(s)
shall be reformed to the maximum time, scope, and geographic limitations permitted by law. If
any such provision(s) cannot be so reformed, then such provision shall be deemed to be severed
from this Agreement, which shall then be construed as if it did not contain any such
unenforceable provision, without adversely affecting the legality, validity, or enforceability
of any of the remaining provisions of this Section or this Agreement.




(f) Survival of Obligations. Contractor’s obligations under this Section 9 and Sections
7 and 8 of this Agreement (and any other sections of the Agreement as they may apply to such
Sections), shall survive the expiration or termination of this Agreement for any reason.
Contractor further acknowledges that the existence or assertion of any claim, demand, action, or
cause of action against SunTrust, whether predicated upon this Agreement or otherwise, shall not
constitute a defense to the enforcement by SunTrust of any of the covenants contained in this
Agreement.




	10.	 	Right to Materials and Return of Materials. All records, files, software, memoranda,
reports, customer lists, documents, and the like (together with all copies of such documents
and things) relating to the business of SunTrust and used by Contractor or any agents of the
Contractor in the performance of the Services shall remain the sole property of SunTrust.
Laptop computers, software and related data, information and things provided to Contractor by
SunTrust or obtained by Contractor, directly or indirectly, from SunTrust, also shall remain
the sole property of SunTrust or any Indemnitee. Upon the expiration of the Term or
SunTrust’s request for return, Contractor covenants and agrees to immediately return all such
materials and things to SunTrust and will not retain any copies or remove or participate in
removing any such materials or things from the premises of SunTrust.






	11.	 	Assignment. Contractor shall not, voluntarily or by operation of law, assign or otherwise
transfer Contractor’s obligations under this Agreement without SunTrust’s prior written
consent. Any attempt by Contractor to assign or transfer any obligation under this Agreement
without SunTrust’s prior written consent shall be void. No assignment or transfer, even with
the consent of SunTrust, shall relieve Contractor of its obligations under this Agreement.






	12.	 	Defaults by Contractor. The occurrence of any one or more of the following events shall
constitute a material default and breach of this Agreement by Contractor, in which case
SunTrust shall be entitled to terminate this Agreement immediately and without any further
obligation to Contractor, except for payment of fees already earned but not yet paid for
Services performed in an appropriate manner:






	 	•	 	Failure to timely render the Services required hereunder in a professional, competent
and workmanlike manner.






	 	•	 	Any complaints by clients to SunTrust regarding Contractor’s behavior, demeanor,
competence, or work product.






	 	•	 	Any inability of Contractor to perform the Services required under this Agreement.






	 	•	 	Any failure to comply with SunTrust’s policies regarding standards of conduct.






Upon termination of this Agreement, for any reason, Contractor shall return to SunTrust all
materials provided to Contractor by SunTrust within seven (7) days of termination of this
Agreement.




	13.	 	Notices. All notices or other communications provided for by this Agreement shall be made in
writing and shall be deemed properly delivered when (i) delivered personally, or (ii) by the
mailing of such notice to the Parties entitled thereto, registered or certified mail, postage
prepaid to the Parties at the following addresses (or to such address designated in writing by
one party to the other):





	 	 	 
	SunTrust	 	Contractor
	Raymond Fortin

303 Peachtree Street, N.E.

Suite 3600

Atlanta, Ga. 30308

Tel. (404) 588-7165

	 	William R. Reed, Jr.

     

     

     










	14.	 	Entire Agreement and Waiver. This Agreement contains the entire agreement between the
Parties and supersedes all prior and contemporaneous agreements, arrangements, negotiations
and understandings between the Parties relating to the subject matter of this Agreement.
There are no other understandings, statements, promises or inducements, oral or otherwise,
contrary to the terms of this Agreement. No representations, warranties, covenants or
conditions, express or implied, whether by statute or otherwise, other than as set forth
herein, have been made by any party hereto. No waiver of any term, provision, or condition of
this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed
to be, or shall constitute, a waiver of any other provision hereof, whether or not similar,
nor shall such waiver constitute a continuing waiver, and no waiver shall be binding unless
executed in writing by the Party against whom the waiver is sought to be enforced.






	15.	 	Amendments. No supplement, modification or amendment of any term, provision or condition of
this Agreement shall be binding or enforceable unless executed in writing by the Parties to
this Agreement, except as allowed in Section 2.






	16.	 	Severability. If any part, term or provision of this Agreement or any document required
herein to be executed is declared invalid, void or unenforceable, all remaining parts, terms
and provisions hereof shall remain in full force and effect and shall in no way be
invalidated, impaired or affected thereby. In addition, if a court of competent jurisdiction
determines that any provision of this Agreement is invalid or unenforceable, the Parties
expressly authorize such court to enforce such clause to whatever lesser extent that the court
deems reasonable or enforceable, rather than striking the entire clause.






	17.	 	Continuing Obligations. The Parties agree to execute any documents, or perform such other
acts, including causing their employees or independent contractors to execute any documents
reasonably requested by the other to effect any of the terms of this Agreement. This
obligation shall survive the termination or expiration of the Agreement and remain effective
in perpetuity.






	18.	 	Choice of Law. This Agreement shall be governed by the Laws of the State of Georgia. All
disputes shall be settled via binding arbitration in accordance with the arbitration rules of
the American Arbitration Association and through the offices of the Association nearest the
SunTrust office in Memphis, Tennessee that is treated as the Memphis headquarters for SunTrust
at the time the arbitration is sought. Such arbitrator as is agreed upon shall have the
additional right to rule on motions to dismiss or motions for summary judgment, applying the
standards governing such motions under the Federal Rules of Civil Procedure.





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



	 	 	 	 	 	 	 
	SUNTRUST	 	 	 	EMPLOYEE	 	 
	Signature:

	 	/s/ Sally Hacskaylo
	 	Signature:
	 	/s/ William R. Reed, Jr.
	
 
	 	 
	 	 	 	 
	Printed Name:

	 	Sally Hacskaylo
	 	Printed Name:
	 	William R. Reed, Jr.
	
 
	 	 
	 	 	 	 
	Title:

	 	SVP-HR
	 	Title:
	 	SunTrust Vice Chairman
	
 
	 	 
	 	 	 	 
	Date:

	 	June 17, 2009
	 	Date:
	 	June 17, 2009
	
 
	 	 
	 	 	 	 







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