Exhibit 10.1 Employment Letter Agreement between Access National Bank and Michael W. Clarke THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated this 29th day of March, 2005, between Access National Bank, a national banking association (the “Employer”) and Michael W. Clarke (the “Executive”). WITNESSETH WHEREAS, the Executive has served as the President and Chief Executive Officer of the Employer since December 1, 1999; and WHEREAS, the Employer considers the continued availability of the Executive’s services to be important to the management and conduct of the Employer’s business and desires to secure for themselves the continued availability of the Executive’s services; and WHEREAS, the Executive is willing to make his services available to the Employer on the same terms and subject to the same conditions set forth herein. NOW THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereby agree as follows: 1. Employment. The Executive shall be employed as President and Chief Executive Officer of the Employer. The Executive shall have such duties and responsibilities as are commensurate with such positions and shall also render such other services and duties as may be reasonably assigned to him from time to time by the Board of Directors of the Employer, consistent with his positions. The Executive hereby accepts and agrees to such employment. Ownership Covenant. For so long as this agreement remains in effect, the Executive Agrees to maintain an ownership position in the common stock of the Employer in an amount equal to no less than five (5) times the initial Base Salary of the Executive as set forth below. As of the Effective date, said minimum level of ownership shall be $1,250,000 (One million two hundred fifty thousand dollars). The Employer shall not provide any financing to the Executive for the purpose of purchasing or carrying this investment. 2. Term of Employment. The term of employment shall begin on January 1, 2005 (the “Commencement Date”) and continue for five years; provided, however, that the term shall be extended automatically for an additional period of two years at the end of the initial and all subsequent two year terms, unless either the Executive or the Employer gives written notice to the other at least 120 days prior to the end of any such term of such party’s election not to extend the term of this Agreement. The last day on the last term or extended term of this Agreement is referred to herein as the “Expiration Date.” All benefits and obligations of the respective parties under this Agreement shall cease as of the Expiration Date unless specifically provided for in this Agreement or related contract or plan. 3. Compensation and Benefits. (a) Base Salary. For all services rendered by the Executive under this Agreement, the Employer shall pay the Executive an annual base salary of $250,000 per year (the “Base Salary”). The Base Salary shall be increased anytime thereafter at the discretion of the Board of Directors. The Board of Directors shall review performance and the appropriateness of the Base Salary no less often than annually. The Executive’s salary shall be payable in accordance with payroll practices of Employer to the officers of the company.
(b) Annual Cash Bonus. As additional compensation, the Executive shall be eligible to receive an annual cash bonus from the Employer in an amount up to 100% of Base Salary as based upon a performance evaluation by the Board of Directors based upon the “Executive Evaluation Guide” maintained by the Compensation Committee and contemplates the following: (i) (ii) (iii) (iv) (v) Regulatory Exams/ Audit Results; Asset Quality; Return on Equity; General Budget Performance; Leadership and Governance.
The Bonus shall include a “Base” level on the above criteria as well as an “Additional Amount” intended to measure and
reward exceptional performance in the measures of Return on Equity and Return on Assets, both at nominal levels and in relation to peers. (c) Stock Options. As additional compensation, the Executive shall have the right to receive stock options of the Employer in an amount equal to 10,000 shares issued at market and shall vest and be exercisable in accordance with the terms of the Stock Option Plan adopted by the Employer’s Board of Directors and shareholders. The stock option awards shall be predicated upon a satisfactory performance. In the event the Employer discontinues or makes other material changes in the reduction or increase in the general use of stock options as a means of compensation for Directors, Executives and Officers of the Employer, then this benefit shall be adjusted accordingly. Furthermore and provided it is true of all other participants in the Stock Option Plan, the future awards shall not be adjusted for any stock splits or dividends. However, at the time of any stock split or dividend, any previously issued awards shall be adjusted accordingly. (d) Benefits and Vacation. During the term of the Agreement, Executive shall be entitled to participate in and receive the benefits of certain pension and other retir