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EXHIBIT 10.16
AGREEMENT
THIS AGREEMENT, made and entered into this the 22nd day of
October, 1993, by and between WACHOVIA CORPORATION ("Wachovia") and JOHN G.
MEDLIN, JR. ("Medlin").
RECITALS
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John G. Medlin, Jr. presently serves as the chief executive
officer of Wachovia, a position he has held since July of 1985. He also has
served as chairman of the board of Wachovia since May of 1987. Medlin will
retire as chief executive officer effective December 31, 1993, in accordance
with the Executive Retirement Agreement under date of December 31, 1987, as
amended, between him and Wachovia. After that date, he will no longer be an
employee of Wachovia or any of its subsidiary companies.
Medlin has been an active employee of Wachovia since 1959,
during which time he has acquired special competence in and intimate knowledge
of the business of the Company and of financial institutions in general. He
has held many executive positions with the Wachovia organization, including
service as chief executive officer of The Wachovia Corporation and Wachovia
Bank and Trust Company, N.A. from 1977 until the merger with First Atlanta
Corporation to form Wachovia in 1985. He is one of the most highly respected
chief executive officers in the United States and has received national
recognition on many occasions for his management and professional skills.
Because of his intimate knowledge of the Wachovia
organization, his exceptional skills in banking, his proven record of
leadership and knowledge of the industry, and the significant contributions
which he has made and can continue to make to Wachovia and to its board of
directors, the board has unanimously requested that he continue to serve as
chairman of the board of directors of Wachovia until he resigns as chairman or
his chairmanship otherwise terminates as provided herein.
The board believes that at this time it is in the best
interest of Wachovia to have Medlin continue to serve as chairman of the board
after his retirement as chief executive officer and as an employee of the
Company on December 31, 1993, and to provide herein for expanded
responsibilities and services to Wachovia by Medlin as chairman.
The Wachovia Bylaws vest the board of directors with the
authority to confer upon the chairman of the board added responsibilities and
duties, and to establish reasonable compensation for the services of the
chairman as set forth by the board of directors.
NOW, THEREFORE, in consideration of the mutual promises and
covenants hereinafter set forth, Wachovia, through the action of its board of
directors, and Medlin mutually agree as follows:
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1. TERM OF AGREEMENT. Subject to the provisions for
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termination as hereinafter set forth, the term of this Agreement shall be for a
period beginning January 1, 1994 and ending December 31, 1995. The term of
this Agreement is subject to Medlin's re-election as a director of Wachovia at
its 1994 annual meeting of shareholders and as chairman at the annual
organizational meeting of Wachovia directors.
2. DUTIES and RESPONSIBILITIES. Medlin shall perform the
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duties of the chairman of the board of directors of Wachovia as set forth in
the Wachovia Bylaws. Additionally, it is acknowledged by Wachovia that Medlin
has unique skills, knowledge and acquaintances in areas where Wachovia and its
subsidiaries operate which qualify him to represent Wachovia and its
subsidiaries in public relations and civic matters and to assist Wachovia and
its subsidiaries in maintaining and developing relationships with customers.
To that end, Medlin as chairman will perform the following services, subject to
the reasonable request and general direction of Wachovia's chief executive
officer: (1) he will assist management in maintaining relations and
communications with the investing public, shareholders, and financial analysts;
(2) he will represent Wachovia in charitable, educational, and public interest
organizations and projects; (3) he will study, evaluate and advise management
and the board on economic conditions and interpret the implications of economic
trends as a basis for determining the financial plans and policies of Wachovia;
(4) he will assist management in establishing and maintaining relationships
and communications with federal and state agencies involved in the regulation
of Wachovia and its subsidiary companies; (5) he will keep abreast of
legislative matters which affect the Company's operations, and represent
Wachovia when called upon to present its views on legislative issues to
federal, state and local governments; (6) he will assist management in
representing Wachovia's views and interests to banking trade associations and
other industry-related organizations; (7) he will personally participate and
assist in the contact, maintenance, and development of existing and prospective
customer relationships for Wachovia and its subsidiary companies; (8) he will
be available for speaking engagements and other presentations on behalf of
Wachovia; and (9) he will perform for the benefit of Wachovia and its
subsidiary companies any other reasonable specific service as may be requested
by the chief executive officer and\or the board of directors of Wachovia.
3. INDEPENDENT CONTRACTOR. Medlin shall carry out his duties
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and responsibilities hereunder as an independent contractor and not as an
employee of Wachovia. Medlin shall endeavor to make himself available at such
times as Wachovia shall reasonably request for meetings, public appearances and
similar events. Consistent with the foregoing, Medlin shall devote such time
to carrying out his duties and responsibilities herein as he shall deem
necessary, and he shall render the services herein at such time or times as he
shall determine. Medlin shall not be required to work any set schedule or
number of hours during any specific period, nor shall he be required to submit
reports or schedules to Wachovia, except as otherwise provided herein for
reimbursement of expenses.
4. COMPENSATION. For the services rendered by Medlin as
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chairman of the board of directors of Wachovia, pursuant to this agreement,
Wachovia shall pay to Medlin the
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sum of twenty-five thousand dollars ($25,000) per month, payable at the end of
each calendar month during which this Agreement is in effect.
5. EXPENSES. Wachovia shall make available for Medlin office
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space and secretarial and other support services appropriate to the performance
of these duties and responsibilities. The Company shall pay the bills of or
reimburse Medlin in accordance with Wachovia policies for all reasonable travel
and other expenses incurred by Medlin in performing his obligations under this
Agreement upon presentation by him of the required accounting and documentation
in such form as is satisfactory to the chief financial officer of Wachovia.
Medlin may use the corporate aircraft in the performance of these duties and
will be provided a company automobile or allowance in accordance with Wachovia
policy. The Company will continue to maintain for him a home alarm security
service, a company network telephone at his residence, and a car telephone for
business use.
6. BENEFITS. Medlin shall not be entitled to participate in
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any retirement plans or other benefit plans provided by Wachovia for its
employees as a consequence of his service as chairman of the board of directors
on or after January 1, 1994, except to the extent that such participation
results from Medlin's prior services as an employee or officer of the Company.
Medlin will no longer be an employee of Wachovia or any of its subsidiary
companies after December 31, 1993.
7. INCOME TAX WITHHOLDING. Wachovia shall not withhold
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federal or state income taxes or employment taxes from payments made to Medlin
hereunder, unless otherwise required so to do by law.
8. FINANCIAL PLANNING SERVICES. Wachovia shall provide
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Medlin with financial planning services and shall reimburse Medlin for the
costs of financial and legal advisors, to the same extent as if Medlin were a
senior executive entitled to participate in Wachovia's Executive Financial
Planning Program as in effect on January 1, 1994. Such services and
reimbursement shall be available to Medlin for one year following the end of
the term hereof and to his spouse for one year following his death if he shall
die during the term.
9. NON-COMPETITION. During the term of this Agreement,
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Medlin shall not engage in any business in competition with the business of
Wachovia as an officer, employee, advisor, consultant, partner, principal
shareholder, or otherwise in which he shall have an active role in consulting
or advising with respect to such competitive business. Medlin shall be deemed
to be a principal shareholder of any corporation if he owns or controls,
directly or indirectly, twenty-five percent (25%) or more of the voting stock
of the corporation.
10. TERMINATION. This Agreement shall terminate at the close
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of business on December 31, 1995, or upon the selection of Medlin's successor
as chairman of the board of directors of Wachovia Corporation, whichever event
shall first occur. Additionally, this Agreement shall terminate upon the
occurrence of the following events:
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(a) Death or Incapacity. This Agreement shall terminate upon the
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death of Medlin. In the event of Medlin's incapacity for a period in
excess of three months, the board of directors of Wachovia may
terminate this Agreement. In the event of the death of Medlin,
Wachovia shall pay to any party that has been designated by Medlin in
writing to Wachovia, or if no such party has been designated, to his
executor(s) or administrator(s), or in the event of such incapacity,
to Medlin or his designee, guardian, or representative, an amount
equal to his unpaid compensation hereunder as of the end of the month
in which he dies or has been incapacitated for the previous
consecutive three months, and thereafter Wachovia shall have no
further liability to Medlin or his executors or administrators for
compensation arising pursuant to this Agreement.
(b) Failure to Perform. In the event of Medlin's failure to observe
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or perform any of the provisions of this Agreement required to be
observed or performed by him, or if Medlin shall accept full-time
employment with any other organization, Wachovia may terminate this
Agreement, such termination to be effective thirty (30) days after
Wachovia gives written notice of such termination to Medlin.
Notwithstanding the foregoing, Wachovia may not terminate this
Agreement unreasonably.
It is explicitly understood and agreed by Medlin and Wachovia that nothing
contained in this Agreement shall obligate the board, any member of the board,
or Wachovia in any way to vote for, elect, or continue Medlin in office as a
director or as chairman of the board of directors beyond the annual
organization meeting scheduled for April 22, 1994.
11. NOTICES. Any notice required or permitted to be given
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under this Agreement shall be sufficient if in writing and sent by registered
mail to Medlin at 1056 Kenleigh Circle, Winston-Salem, North Carolina 27106 or
to such other address as either party shall designate by written notice to the
other.
12. ASSIGNMENT. The rights and obligations of Wachovia under
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this Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of Wachovia. The rights and obligations of Medlin
hereunder are personal, and may not be assigned or delegated by Medlin.
13. MODIFICATION, WAIVER, AND ATTACHMENT.
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(a) Amendment of Agreement. This Agreement may not be modified or
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amended except by an instrument in writing signed by the parties
hereto. This Agreement may be modified, amended, or extended by an
instrument in writing signed by the parties hereto.
(b) Waiver. No term or condition of this Agreement shall be deemed
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to have been waived, nor shall there be any estoppel against the
enforcement of any provisions of this Agreement, except by written
instrument of the party charged
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with such waiver, and each such waiver shall operate only as to the
specific term or condition waived and shall not constitute a waiver of
such term or condition for the future or as to any act other than that
specifically waived.
(c) No Attachment. Except as required by law, no right to receive
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payments under this Agreement shall be subject to alienation, sale,
assignment, encumbrance, charge, pledge or hypothecation or to
execution, 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.
14. SEVERABILITY. If, for any reason, any provision of this
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Agreement is held invalid, such invalidity shall not affect any other provision
of this Agreement not held so invalid, and each such other provision shall to
the full extent consistent with law continue in full force and effect. If any
provision of this Agreement shall be held invalid in part, such invalidity
shall in no way affect the rest of such provision not held so invalid, and the
rest of such provision, together with all other provisions of this Agreement,
shall to the full extent consistent with law continue in full force and effect.
15. EFFECT ON OTHER AGREEMENTS. Nothing contained in this
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Agreement is intended to alter in any way or to affect the provisions of any
other agreement or contract which previously may have been entered into by and
between Medlin and Wachovia.
16. GOVERNING LAW. This Agreement has been executed and
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delivered in the State of North Carolina and its validity, interpretation,
performance and enforcement shall be governed by the laws of said state.
IN WITNESS WHEREOF, Wachovia, through its board of directors,
has caused this Agreement to be executed and its seal to be affixed hereunto by
its officers duly authorized, and Medlin has signed and sealed this Agreement,
all on the day and year first above written.
Wachovia Corporation
By:/s/ Sherwood H. Smith, Jr.
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Sherwood H. Smith, Jr.
Attest: Chairman - Compensation,
Nominating, and Organization
Committee
/s/ Aice Washington Grogan
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Alice Washington Grogan
Secretary
/s/ John G. Medlin, Jr.
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(CORPORATE SEAL) John G. Medlin, Jr.
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