**EXHIBIT 10.XX**

 

**EXECUTIVE EMPLOYMENT AGREEMENT**

 

**THIS EXECUTIVE EMPLOYMENT AGREEMENT**,effective on the 15th day of August, 2002, by and between MERCANTILE-SAFEDEPOSIT AND TRUST COMPANY (“Merc-Safe”), Mercantile Capital Advisors, Inc. (“MercantileCapital”) (collectively the “Employer”), corporations of the State of Maryland,Two Hopkins Plaza, Baltimore, Maryland 21201, and Kevin A. McCreadie,hereinafter referred to as “Executive”.

 

WHEREAS, Employer is engaged in the banking, trust and investmentmanagement business, and Executive has special skills and talents in thatbusiness; and

 

WHEREAS, Employer has employed Executive on the terms provided herein,and Executive, in turn, has accepted full-time employment with Employeraccording to such terms.

 

NOW, THEREFORE, in consideration of the mutual covenants hereinaftercontained, the parties do hereby agree as follows:

 

1.             **Office of Executive**.  Executive will serve as Chief InvestmentOfficer, Investment and Wealth Management Division of Merc-Safe, and Chief InvestmentOfficer of Mercantile Capital and will report directly to the Chairman,Investment and Wealth Management of Merc-Safe, and the Chairman of the Board,Mercantile Capital, respectively.  Theseoffices may be changed during the term of this Agreement by mutual consent ofthe parties.

 

2.             **Term**. The term of this Agreement shall begin on August 15, 2002, and shallterminate on August 1, 2005; provided that the termination date shall beextended (but not beyond Executive’s retirement date) for one additional yearon August 1, 2005, and on August 1st of each succeeding year, unless eitherEmployer or Executive on or before the immediately preceding December 31declines such an extension by written notice to the other party.

 

3.             **Compensation**.  Executive shall be paid a base annual salaryas determined by the Board of Directors of Merc-Safe from time to time, at arate of not less than $475,000 per calendar year, subject to withholding forappropriate items. Executive shall be eligible for such annual bonus amounts asthe Board of Directors of Merc-Safe may in its discretion award, up to$375,000. Recommendations as to salary and bonus will be made to the Board ofDirectors by the Board’s Committee on Executive Compensation, Promotion andRetirement.

 

4.             **Other Benefits**.  Executive shall be entitled to participatein, and to receive benefits under, any long-term incentive plan, deferredcompensation plan, qualified

 

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retirement plan, profit sharing plan, savings plan, group life,disability, sickness, accident and health programs, or any other benefit planor arrangement made available by Employer to its executive officers generally(other than the Mercantile Bankshares Corporation Annual Incentive CompensationPlan), subject to and on a basis consistent with the terms, conditions andoverall administration of each such plan or arrangement.

 

5.             **Grants of Restricted Stock**.  Subject to the approval of the CompensationCommittee of the Board of Directors of Mercantile Bankshares Corporation (“Mercshares”),which approval Management of Employer will recommend, Executive:

 

1)             will receive agrant of 10,000 restricted shares of common stock of Mercshares, which sharesshall vest entirely three (3) years from Executive’s date of employment.

 

2)             if he is activelyemployed by Employer on December 31, 2003, will receive a grant of 10,000restricted shares of common stock of Mercshares, which shares shall vestentirely three (3) years after December 31, 2003.

 

The restricted shares referred to herein shall only vest if Executiveis actively employed by Employer on the dates of vesting. Otherwise the grantsof restricted shares shall lapse. Furthermore, the grants will become effectiveonly upon the execution and delivery of, and will be subject to the terms of,restricted stock agreements to be approved by counsel and entered into betweenMercshares and Executive and, to the extent necessary, by Employer.

 

6.             **Expenses**.  Employer shall reimburse Executive for allreasonable expenses incurred by Executive in connection with the business ofthe Employer, including expenses for entertainment, travel and similar items.Executive shall submit to Employer substantiation for reimbursable expenses.

 

7.             **Vacation**.  Executive shall be entitled to a minimum offour weeks vacation each year.

 

8.             **Scope of Employment**.  Executive shall perform the duties of ChiefInvestment Officer, Investment and Wealth Management Division of Merc-Safe andChief Investment Officer of Mercantile Capital or any designated successordivisions, and for affiliates defined by Employer.  Executive agrees to serve with undividedloyalty to Employer and to devote all of his working time and efforts inperformance of such duties, except for attention to personal investments,participation in family business enterprises, outside directorships, and publicservice commitments, provided that none of the foregoing shall unreasonablyinterfere with his principal employment. Employer shall provide Executive withsuitable office, secretarial and other support assistance appropriate to hisposition.

 

9.             **Early Termination**.  This Agreement shall terminate prior to itsspecified expiration, as may be extended from time to time, on the occurrenceof the death of Executive, or termination by the Employer for good cause.  For purposes of this

 

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Agreement, good cause shall be limited to proven or admitted fraud ormaterial illegal acts by Executive or a breach of any of Executive’s covenantsof undivided loyalty to and the performance of duties for Employer, as set outin Section 7 of this Agreement.  Inaddition, if Executive is unable to perform his duties of office by reason ofillness or incapacity for a period of more than one hundred eighty (180)consecutive days, Employer shall be entitled to remove Executive from some orany of his offices; provided that Employer shall restore Executive to any suchoffice if he shall become able to perform the duties of any such office at anytime within the three hundred sixty-five (355) days next following his removalfrom any such office.  Notwithstandingthe provisions of Section 3 of this Agreement, in the event of Executive’slong-term disability as defined under Employer’s Disability Insurance Plan,Executive shall be compensated as provided under such Plan and shall notreceive his base salary or earn any bonus under this Agreement for the periodof time that such disability shall continue.

 

In the event that this Agreement is terminated for good cause as hereinprovided, all obligations hereunder of Employer to Executive (other than forreimbursement of expenses incurred by Executive prior to termination and anyemployee benefits that are not extinguished by termination for cause) shallalso simultaneously terminate forthwith.

 

In the event that Employer terminates Executive’s employment withoutgood cause during the original or any extended term of this Agreement, allbenefits (including salary and the average of bonus awards during the term ofthis Agreement) to Executive provided for in this Agreement shall continueuntil the expiration of the remaining term of this Agreement.  To the extent that it shall not bepracticable or legally feasible to continue any such benefit in the formprovided for in this Agreement, Employer may provide an equivalent benefit insome other form or may pay or provide to Executive the economic value of suchbenefit.

 

10.           **Non-Competition**.  Executive agrees that upon termination of hisemployment with Employer, he shall not engage in the State of Maryland or incontiguous states, or the District of Columbia, or in any other state in whichany offices are maintained by Mercshares, Merc-Safe or affiliated entities, asan employee of, consultant to, or in any other comparable capacity with, anyother banking institution, bank holding company, financial holding company, orentity engaged in furnishing investment advice or investment managementservices, for a period of six months following such termination.  Executive agrees that Employer shall beentitled to injunctive relief, in lieu of or in addition to damages, for aviolation by Executive of the Prime rate ovisions of this Section 9.

 

11.           **Successors**.  This Agreement shall be binding upon andinure to the benefit of all successors of Employer, whether by merger,consolidation, reorganization, share exchange, transfer of assets orotherwise.  This Agreement shall not beotherwise assignable by Employer except with the prior written consent ofExecutive. Executive shall not assign his rights or duties under thisAgreement, except (a) as provided in Section 1 of this Agreement, and (b) asprovided under any employee or executive benefit plan with Employer relating toExecutive.

 

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12.           **Notices**.  All notices called for under this Agreementshall be in writing addressed to Employer at Two Hopkins Plaza, Baltimore,Maryland 21201, Attention:  CorporateSecretary, and to Executive at Two Hopkins Plaza, Baltimore, Maryland 21201, orto such other address as either party may designate to the other in writingfrom time to time.  Any such notice shallbe effective when received or two (2) business days after mailing, postageprepaid, by first class, certified or registered mail, return receiptrequested.

 

13.           **Entire Agreement**.  This Agreement represents the entireagreement between the parties, and all prior representations, agreements andunderstandings between the parties as to its subject matter are of no furtherforce or validity.

 

14.           **Amendments**.  Any amendments to this Agreement must be inwriting signed by both parties hereto.

 

15.           **Governing Law**.  This Agreement shall be governed by andconstrued in accordance with the laws of the State of Maryland, withoutreference to principles of conflict of laws.

 

16.           **Headings**.  The headings used in this Agreement aresolely for convenience and are not to be used in the construction orinterpretation hereof.

 

17.           **Severability**.  In the event that one or more of theprovisions of this Agreement are found to be unenforceable or illegal, theremaining 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 dayand year first above written.

 

**WITNESS:**

 

 
|                      |                            |                   |   | SEAL)  |
|---------------------------|---------------------------------|------------------------|--------|--------|
|                      |                            | **Kevin A. Mccreadie** |
|                      |                            |
|                      |                            |
| **ATTEST:**               | **MERCANTILE-SAFE DEPOSIT**     |
|                      | **AND TRUST COMPANY**           |
|                      |                            |
|                      |                            |
|                      |                            | By:                    |   | (SEAL) |
| **DENNIS W. KREINER**     | **WALLACE MATHAI-DAVIS**        |
| Senior Vice President and | Chairman, Investment and Wealth |
| Assistant Secretary       | Management                      |
|                           |                                 |                        |        |        |  |  |  |

 

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| **ATTEST:**           |   | **MERCANTILE CAPITAL ADVISORS, INC.** |
|-----------------------|--------|---------------------------------------|
|                  |   |                                  |   |   |
|                  |   |                                  |   |   |
|                  |   | By:                                   |   | (SEAL) |
| **DENNIS W. KREINER** |   | **WALLACE  MATHAI-DAVIS**             |
| Secretary             |   | Chairman of the Board                 |

 

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