Change in Control Severance Plan (2015)Full Document 

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AGREEMENT UNDER THE

FIRST UNITED CORPORATION

CHANGE IN CONTROL SEVERANCE PLAN

THIS AGREEMENT (the “Agreement”) is entered into this 9th day of January, 2015 (the “Effective Date”) by and between First United Corporation, a Maryland corporation (“the Company”), and Keith R. Sanders, an executive officer of the Company (the “Eligible Employee”).

RECITALS:

WHEREAS, the Company adopted the First United Corporation Change in Control Severance Plan effective as of February 14, 2007, as amended and supplemented from time to time, a copy of which is attached hereto as Exhibit A (the “Plan”); and

WHEREAS, the Eligible Employee has been designated as a participant in the Plan, effective as of the Effective Date; and

WHEREAS, the Company and the Eligible Employee desire to enter into this Agreement to set forth the benefits to which the Eligible Employee is entitled under the Plan; and

NOW, THEREFORE, in consideration of the foregoing, the agreements and covenants set forth herein, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to enter into this Agreement, as follows:

1. Definitions. Except as defined in the Recitals and below, capitalized terms in this Agreement shall have the meanings given those terms in the Plan.

(a)Base Amount” means the Eligible Employee’s “annualized includible compensation for the base period,” within the meaning of Sections 280G(d)(1) and (d)(2) of the Code and the Treasury Regulations thereunder.

(b)Cause” means one of the following reasons for which the Eligible Employee’s employment with the Employer is terminated: (1) willful or grossly negligent misconduct that is materially injurious to the Employer; (2) embezzlement or misappropriation of funds or property of the Employer; (3) conviction of a felony or the entrance of a plea of guilty or nolo contendere to a felony; (4) conviction of any crime involving fraud, dishonesty, moral turpitude or breach of trust or the entrance of a plea of guilty or nolo contendere to such a crime; (5) failure or refusal by the Eligible Employee to devote full business time and attention to the performance of his or her duties and responsibilities if such breach has not been cured within 15 days after notice is given to the Eligible Employee; or (6) issuance of a final non-appealable order or other direction by a Federal or state regulatory agency prohibiting the Eligible Employee’s employment in the business of banking.

(c)Change in Control Severance Benefits” means the benefits payable pursuant to Section 3 of this Agreement.

(d)Change in Control Protection Period” means the period commencing on the later of (1) the date that is 90 days before the date a Change in Control occurs, or (2) the Effective Date, and ending on the first anniversary of the date the Change in Control occurs.

(e)Contingent Payments” means payments in the “nature of compensation” to (or for the benefit) of an Eligible Employee if such payment is “contingent on a change in the ownership or effective control of the corporation or in the ownership of a substantial portion of the assets of the corporation,” as such terms are defined in Section 280G of the Code and the Treasury Regulations thereunder.
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