TRI-COUNTY FINANCIAL CORPORATION
--------------------------
Guaranty Agreement
--------------------------
THIS AGREEMENT is entered into this 25 day of February, 1998 (the
"Effective Date"), by and between Tri-County Financial Corporation (the
"Company") and Michael L. Middleton (the "Employee").
WHEREAS, the Employee has heretofore been employed by Community Bank of
Tri-County (the "Bank") as its President and Chief Executive Officer, and has
entered into an agreement (the "Bank Agreement") restated as of February 23,
1998, with the Employee; and
WHEREAS, the Board of Directors (the "Board") of the Company believes it is
in the best interests of the Company to enter into this Agreement with the
Employee in order to assure continuity of management of the Bank and to
reinforce and encourage the long-term retention of the Employee; and
WHEREAS, the parties desire by this writing to set forth the Company's
commitment to guarantee the Bank's obligations under the Bank Agreement with the
Employee.
NOW, THEREFORE, it is AGREED as follows:
1. Consideration from Company: Joint and Several Liability. The Company
---------------------------------------------------------
hereby agrees that to the extent permitted by law, it shall be jointly and
severally liable with the Bank for the payment of all amounts due under the Bank
Agreement, provided that the paragraphs of the Bank Agreement that appear under
the heading "Termination or Suspension under Federal Law" shall be inapplicable
to this Agreement. The Board may in its discretion at any time during the term
of this Agreement agree to pay the Employee a base salary for the remaining term
of this Agreement. If the Board agrees to pay such salary, the Board shall
thereafter review, not less often than annually, the rate of the Employee's
salary, and in its sole discretion may decide to increase his salary.
2. Discretionary Bonuses; Participation in Retirement, Medical and Other
------------------------------------------------------------------------
Plans. The Employee shall participate in an equitable manner with all other
- -----
senior management employees of the Company in discretionary bonuses that the
Board may award from time to time to the Company's senior management employees,
as well as in (i) any of the following plans or programs that the Company may
now or in the future maintain: group hospitalization, disability, health,
dental, sick leave, life insurance, travel and/or accident insurance, auto
allowance/auto lease, retirement, pension, and/or other present or future
qualified plans provided by the Company, generally which benefits, taken as a
whole, must be at least as favorable as those in
effect on the Effective Date; and (ii) any fringe benefits which are or may
become available to the Company's senior management employees, including for
example: any stock option or incentive compensation plans, and any other
benefits which are commensurate with the responsibilities and functions to be
performed by the Employee under this Agreement.
3. Indemnification. The Company agrees that its Bylaws shall continue to
---------------
provide for indemnification of directors, officers, employees and agents of the
Company, including the Employee, during the full term of this Agreement, and to
at all times provide adequate insurance for such purposes.
4. Successors and Assigns.
----------------------
(a) Company. This Agreement shall inure to the benefit of and be binding
upon any corporate or other successor of the Company which shall acquire,
directly or indirectly, by merger, consolidation, purchase or otherwise, all or
substantially all of the assets or stock of the Company.
(b) Attachment. Except as required by law, no right to receive payments
under this Agreement shall be subject to anticipation, commutation, alienation,
sale, assignment, encumbrance, charge, pledge, or hypothecation or to exclusion,
attachment, levy or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall be null, void
and of no effect.
5. Amendments. No amendments or additions to this Agreement shall be
----------
binding unless made in writing and signed by all of the parties, except as
herein otherwise specifically provided.
6. Applicable Law. Except to the extent preempted by Federal law, the laws
--------------
of the State of Maryland shall govern this Agreement in all respects, whether as
to its validity, construction, capacity, performance or otherwise.
7. Severability. The provisions of this Agreement shall be deemed severable
------------
and the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof.
8. Entire Agreement. This Agreement, together with any understanding or
-----------------
modifications thereof as agreed to in writing by the parties, shall constitute
the entire agreement between the parties hereto.
-2-
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first hereinabove written.
ATTEST: TRI-COUNTY FINANCIAL CORPORATION
/s/ Henry A. Shorter, Jr. By /s/ Michael L. Middelton
- ------------------------------------ ---------------------------------
Secretary Its Chairman of the Board
WITNESS:
/s/ C. Marie Brown /s/ Michael L. Middleton
- ------------------------------------- ---------------------------------
Michael L. Middleton
-3-
TRI-COUNTY FINANCIAL CORPORATION
--------------------------
Guaranty Agreement
--------------------------
THIS AGREEMENT is entered into this 22 day of April, 1998 (the "Effective
Date"), by and between Tri-County Financial Corporation (the "Company") and C.
Marie Brown (the "Employee").
WHEREAS, the Employee has heretofore been employed by Community Bank of
Tri-County (the "Bank") as its Senior Vice President, and the Bank has entered
into an employment agreement (the "Bank Agreement") dated December 17, 1993,
with the Employee; and
WHEREAS, the Board of Directors (the "Board") of the Company believes it is
in the best interests of the Company to enter into this Agreement with the
Employee in order to assure continuity of management of the Bank and to
reinforce and encourage the long-term retention of the Employee; and
WHEREAS, the parties desire by this writing to set forth the Company's
commitment to guarantee the Bank's obligations under the Bank Agreement with the
Employee.
NOW, THEREFORE, it is AGREED as follows:
1. Consideration from Company: Joint and Several Liability. The Company
--------------------------------------------------------
hereby agrees that to the extent permitted by law, it shall be jointly and
severally liable with the Bank for the payment of all amounts due under the Bank
Agreement, provided that the paragraphs of the Bank Agreement that appear under
the heading "Termination or Suspension under Federal Law" shall be inapplicable
to this Agreement. The Board may in its discretion at any time during the term
of this Agreement agree to pay the Employee a base salary for the remaining term
of this Agreement. If the Board agrees to pay such salary, the Board shall
thereafter review, not less often than annually, the rate of the Employee's
salary, and in its sole discretion may decide to increase her salary.
2. Discretionary Bonuses; Participation in Retirement, Medical and Other
------------------------------------------------------------------------
Plans. The Employee shall participate in an equitable manner with all other
- -----
senior management employees of the Company in discretionary bonuses that the
Board may award from time to time to the Company's senior management employees,
as well as in (i) any of the following plans or programs that the Company may
now or in the future maintain: group hospitalization, disability, health,
dental, sick leave, life insurance, travel and/or accident insurance, auto
allowance/auto lease, retirement, pension, and/or other present or future
qualified plans provided by the Company, generally which benefits, taken as a
whole, must be at least as favorable as those in
effect on the Effective Date; and (ii) any fringe benefits which are or may
become available to the Company's senior management employees, including for
example: any stock option or incentive compensation plans, and any other
benefits which are commensurate with the responsibilities and functions to be
performed by the Employee under this Agreement.
3. Indemnification. The Company agrees that its Bylaws shall continue to
---------------
provide for indemnification of directors, officers, employees and agents of the
Company, including the Employee, during the full term of this Agreement, and to
at all times provide adequate insurance for such purposes.
4. Successors and Assigns.
----------------------
(a) Company. This Agreement shall inure to the benefit of and be binding
upon any corporate or other successor of the Company which shall acquire,
directly or indirectly, by merger, consolidation, purchase or otherwise, all or
substantially all of the assets or stock of the Company.
(b) Attachment. Except as required by law, no right to receive payments
under this Agreement shall be subject to anticipation, commutation, alienation,
sale, assignment, encumbrance, charge, pledge, or hypothecation or to exclusion,
attachment, levy or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall be null, void
and of no effect.
5. Amendments. No amendments or additions to this Agreement shall be
----------
binding unless made in writing and signed by all of the parties, except as
herein otherwise specifically provided.
6. Applicable Law. Except to the extent preempted by Federal law, the laws
--------------
of the State of Maryland shall govern this Agreement in all respects, whether as
to its validity, construction, capacity, performance or otherwise.
7. Severability. The provisions of this Agreement shall be deemed severable
------------
and the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof.
8. Entire Agreement. This Agreement, together with any understanding or
-----------------
modifications thereof as agreed to in writing by the parties, shall constitute
the entire agreement between the parties hereto.
-2-
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first hereinabove written.
ATTEST: TRI-COUNTY FINANCIAL CORPORATION
/s/ Henry A. Shorter, Jr. By /s/ Michael L. Middleton
- ------------------------------------ ---------------------------------
Secretary Its Chairman of the Board
WITNESS:
/s/ Barbara A. Lucas /s/ C. Marie Brown
- ------------------------------------ ---------------------------------
C. Marie Brown
-3-
TRI-COUNTY FINANCIAL CORPORATION
--------------------------
Guaranty Agreement
--------------------------
THIS AGREEMENT is entered into this 22 day of April, 1998 (the "Effective
Date"), by and between Tri-County Financial Corporation (the "Company") and
Gregory C. Cockerham (the "Employee").
WHEREAS, the Employee has heretofore been employed by Community Bank of
Tri-County (the "Bank") as its Senior Vice President, and the Bank has entered
into an employment agreement (the "Bank Agreement") dated February 23, 1998,
with the Employee; and
WHEREAS, the Board of Directors (the "Board") of the Company believes it is
in the best interests of the Company to enter into this Agreement with the
Employee in order to assure continuity of management of the Bank and to
reinforce and encourage the long-term retention of the Employee; and
WHEREAS, the parties desire by this writing to set forth the Company's
commitment to guarantee the Bank's obligations under the Bank Agreement with the
Employee.
NOW, THEREFORE, it is AGREED as follows:
1. Consideration from Company: Joint and Several Liability. The Company
---------------------------------------------------------
hereby agrees that to the extent permitted by law, it shall be jointly and
severally liable with the Bank for the payment of all amounts due under the Bank
Agreement, provided that the paragraphs of the Bank Agreement that appear under
the heading "Termination or Suspension under Federal Law" shall be inapplicable
to this Agreement. The Board may in its discretion at any time during the term
of this Agreement agree to pay the Employee a base salary for the remaining term
of this Agreement. If the Board agrees to pay such salary, the Board shall
thereafter review, not less often than annually, the rate of the Employee's
salary, and in its sole discretion may decide to increase his salary.
2. Discretionary Bonuses; Participation in Retirement, Medical and Other
------------------------------------------------------------------------
Plans. The Employee shall participate in an equitable manner with all other
- -----
senior management employees of the Company in discretionary bonuses that the
Board may award from time to time to the Company's senior management employees,
as well as in (i) any of the following plans or programs that the Company may
now or in the future maintain: group hospitalization, disability, health,
dental, sick leave, life insurance, travel and/or accident insurance, auto
allowance/auto lease, retirement, pension, and/or other present or future
qualified plans provided by the Company, generally which benefits, taken as a
whole, must be at least as favorable as those in
effect on the Effective Date; and (ii) any fringe benefits which are or may
become available to the Company's senior management employees, including for
example: any stock option or incentive compensation plans, and any other
benefits which are commensurate with the responsibilities and functions to be
performed by the Employee under this Agreement.
3. Indemnification. The Company agrees that its Bylaws shall continue to
---------------
provide for indemnification of directors, officers, employees and agents of the
Company, including the Employee, during the full term of this Agreement, and to
at all times provide adequate insurance for such purposes.
4. Successors and Assigns.
----------------------
(a) Company. This Agreement shall inure to the benefit of and be binding
upon any corporate or other successor of the Company which shall acquire,
directly or indirectly, by merger, consolidation, purchase or otherwise, all or
substantially all of the assets or stock of the Company.
(b) Attachment. Except as required by law, no right to receive payments
under this Agreement shall be subject to anticipation, commutation, alienation,
sale, assignment, encumbrance, charge, pledge, or hypothecation or to exclusion,
attachment, levy or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall be null, void
and of no effect.
5. Amendments. No amendments or additions to this Agreement shall be
----------
binding unless made in writing and signed by all of the parties, except as
herein otherwise specifically provided.
6. Applicable Law. Except to the extent preempted by Federal law, the laws
--------------
of the State of Maryland shall govern this Agreement in all respects, whether as
to its validity, construction, capacity, performance or otherwise.
7. Severability. The provisions of this Agreement shall be deemed severable
------------
and the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof.
8. Entire Agreement. This Agreement, together with any understanding or
-----------------
modifications thereof as agreed to in writing by the parties, shall constitute
the entire agreement between the parties hereto.
-2-
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first hereinabove written.
ATTEST: TRI-COUNTY FINANCIAL CORPORATION
/s/ Henry A. Shorter, Jr. By Michael L. Middleton
- ------------------------------------ ---------------------------------
Secretary Its Chairman of the Board
WITNESS:
/s/ Barbara A. Lucas /s/ Gregory C. Cockerham
- ------------------------------------- ---------------------------------
Gregory C. Cockerham
-3-