Common use of Transition and Separation from Employment Clause in Contracts

Transition and Separation from Employment. The Parties agree that Executive's initial transition from his role as Executive Vice-President, Chief Financial Officer and Treasurer of First Charter and the Bank shall start on May 17, 2007 (the "Transition Date"). Despite Executive's transition from his positions, the Parties agree that following Executive's signing of this Agreement, and provided all conditions of this Agreement are met by Executive, after the Transition Date, Executive shall voluntarily relinquish his duties and responsibilities as Chief Financial Officer and Treasurer but continue to be employed by First Charter as Executive Vice-President for a period through August 17, 2007 (the "Separation Date"), upon which Executive's official employment with First Charter, the Bank and/or their related subsidiaries in all capacities shall end. The Parties further agree that the period from the May 17, 2007 Transition Date through the August 17, 2007 Separation Date shall collectively be defined and referred to as the "Transition Period". The Parties agree that during the Transition Period, Executive will work and reasonably cooperate with First Charter and its officers and employees as needed and requested in providing advice and assistance regarding the transition of his position responsibilities, including but not limited to work on the completion of financial and other records and other specific project assignments and transition issues that may arise regarding subject matters that are within the current scope of his job duties, responsibilities and expertise. In addition, during such period, First Charter agrees to coordinate with Executive regarding work scheduling such that his transition assistance does not unreasonably interfere with any search for other employment. The Parties expressly acknowledge and agree that notwithstanding the terms of Executive's April 13, 2005 Employment Agreement with First Charter (the "Employment Agreement"), this Agreement is and will be enforceable and First Charter will be in compliance with this provision 1 provided Executive is paid his applicable regular compensation and benefits as modified in provision 3 below through the Separation Date, whether or not he is actually required to perform complete, full-time services for First Charter during the Transition Period. In addition, except for Executive's opportunity to obtain continuation medical coverage as allowed by and pursuant to COBRA or as otherwise set forth in provisions 3 and 4 below, Executive's rights to his regular salary and benefits shall cease effective on the Separation Date, except that Executive shall not forfeit any vested deferred compensation benefits as set forth below, or vested 401(k), pension or stock benefits earned by him during his employment with First Charter, if any. Executive and First Charter further acknowledge and agree that except for Executive's confidentiality, return of records, covenant not to compete, non-solicitation and anti-raiding obligations and their related enforcement provisions set forth in Sections 8-16 of the Employment Agreement (as modified by provision 6 below), which obligations and provisions shall continue to remain in full force and effect, (a) the Employment Agreement shall end effective August 17, 2007, and shall be of no further force and effect; and (b) any and all other past and ongoing respective obligations between the Parties under the Employment Agreement (including obligations that would otherwise survive the termination or end of such Employment Agreement), are hereby terminated and forever released, acquitted and discharged. Executive further acknowledges and agrees that a breach by him of such ongoing confidentiality, return of records, covenant not to compete, non-solicitation and anti-raiding obligations shall constitute a breach by him of this Agreement.

Transition and Separation from Employment. The Parties agree that Executive's ’s initial transition from his role as President and Chief Executive Vice-President, Chief Financial Officer and Treasurer of First Charter and the Bank shall start on May 17April 28, 2007 (the "Transition Date")2005. Despite Executive's ’s transition from his positionsposition, the Parties further agree that following Executive's ’s signing of this Agreement, and provided all conditions of this Agreement are met by Executive, after April 28, 2005, Executive shall: (a) continue to be employed by First Charter as President and Chief Executive Officer for a period through June 30, 2005 (the “Role Transition Date”), Executive shall and (b) voluntarily relinquish his duties and responsibilities as President and Chief Financial Executive Officer and Treasurer as a Director on the Board of Directors of First Charter (the “Board”) and the Board of Directors of First Charter Bank but continue to be employed by First Charter as Executive Vice-President Emeritus for a period beginning July 1, 2005 through August 17January 31, 2007 (the "Separation Date")2006, upon which Executive's ’s official employment with First Charter, the Bank and/or their related subsidiaries in all capacities Charter shall end. The Parties further agree that , effective January 31, 2006 (the period from the May 17, 2007 Transition Date through the August 17, 2007 “Separation Date shall Date”) (collectively be defined and referred to as the "“Transition Period"”). The Parties agree that during the Transition Period, Executive will work and reasonably cooperate with First Charter in the completion of financial and its officers other records and employees as needed and requested in providing advice and assistance regarding the transition of his position responsibilitiesresponsibilities during regular business hours, including but not limited to work on the completion of financial and other records and other specific project assignments and transition issues that may arise regarding with respect to subject matters that are within the current scope of his job duties, responsibilities and expertise. In addition, during such period, First Charter agrees to coordinate with Executive regarding work scheduling such that his transition assistance does not unreasonably interfere with any search for other employment. The Parties expressly acknowledge and agree that notwithstanding the terms of Executive's April 13, 2005 Employment Agreement with First Charter (the "Employment Agreement"), this Agreement is and will be enforceable and First Charter will be in compliance with this provision 1 provided Executive is paid his applicable regular compensation and benefits as modified in provision 3 below through the Separation DateJanuary 31, 2006, whether or not he is actually required to perform complete, full-time services for First Charter during the Transition Period. In addition, except Except for Executive's ’s opportunity to obtain continuation medical coverage as allowed by and pursuant to COBRA or as otherwise set forth in provisions 3 and 4 below, Executive's ’s rights to his regular salary and benefits shall cease effective on the Separation DateJanuary 31, 2006, except that Executive shall not forfeit any vested deferred compensation benefits as set forth below, or vested 401(k), pension or stock benefits earned by him during his employment with First Charter, if any. Executive and First Charter further acknowledge and agree that except for Executive's ’s confidentiality, return of records, records and covenant not to competecompete obligations under the December 19, non-solicitation and anti-raiding obligations and their related enforcement provisions set forth in Sections 8-16 of the 2001 Employment Agreement between Executive and First Charter (as modified by provision 6 belowthe “Employment Agreement”), which confidentiality and covenant not to compete obligations and provisions shall continue to remain in full force and effect, (a) the Employment Agreement shall end be terminated effective August 17January 31, 20072006, and shall be of no further force and effect; and (b) any and all other past and ongoing respective obligations between the Parties under the Employment Agreement (including obligations that would otherwise survive the termination or end of such Employment Agreement), are hereby terminated and forever released, acquitted and discharged. Executive further acknowledges and agrees that a breach by him of such ongoing confidentiality, return of records, records and covenant not to compete, non-solicitation and anti-raiding compete obligations shall constitute a breach by him of this Agreement.

Transition and Separation from Employment. The Parties agree that Executive's initial transition from his role as Executive Vice-Vice President, Chief Financial Banking Officer and Treasurer of First Charter Bank and the Bank Executive Vice President, Chief Banking Officer of First Charter shall start on May 17September 22, 2007 2006 (the "Transition Date"). Despite Executive's transition from his positions, the Parties agree that following Executive's signing of this Agreement, and provided all conditions of this Agreement are met by Executive, after the Transition Date, Executive shall voluntarily relinquish his duties and responsibilities as Chief Financial Officer and Treasurer but continue to be employed by First Charter as Executive Vice-President and First Charter Bank for a period through August 17through, 2007 (the "Separation Date"), upon which Executive's and his official employment with First Charter, the First Charter Bank and/or their related subsidiaries in all capacities shall end. The Parties further agree that end effective October 6, 2006 (the period from the May 17, 2007 Transition Date through the August 17, 2007 "Separation Date shall Date") (collectively be defined and referred to as the "Transition Period"). The Parties agree that during the Transition Period, Executive will work consult and reasonably cooperate with First Charter and its officers and employees as needed and requested in providing limited advice and consulting assistance regarding the transition of his position responsibilities, including but not limited responsibilities and with respect to work on any other issues regarding the completion of financial and other records and other specific project assignments and transition issues that may arise regarding subject matters that are within the current scope of his job dutiesduties and responsibilities, responsibilities including but not limited to work on specific transition issues that may arise. The Parties further acknowledge and expertise. In additionagree that during the Transition Period, during such period, First Charter agrees Executive's primary responsibility shall be to coordinate with Executive regarding work scheduling such that his transition assistance does not unreasonably interfere with any search look for and obtain other employment. The Parties expressly acknowledge and agree that notwithstanding the terms of Executive's April 13, 2005 Employment Agreement with First Charter (the "Employment Agreement"), this Agreement is and will be enforceable and First Charter will be in compliance with this provision 1 provided Executive is paid his applicable regular compensation and benefits as modified in provision 3 below through the Separation Date, whether or not he is actually required to perform complete, full-time services for First Charter during the Transition Period. In addition, except for Executive's opportunity to obtain continuation medical coverage as allowed by and pursuant to COBRA or as otherwise set forth in provisions 3 and 4 below, Executive's rights to his regular salary and benefits shall cease effective on the Separation Date, except that Executive shall not forfeit any vested deferred compensation benefits as set forth below, or vested 401(k), pension or stock benefits earned by him during his employment with First Charter, if any. Executive and First Charter further acknowledge and agree that except for Executive's confidentiality, return of records, covenant not to compete, non-solicitation and anti-raiding obligations and their related enforcement provisions set forth in Sections 8-16 of the Employment Agreement (as modified by provision 6 below), which obligations and provisions shall continue to remain in full force and effect, (a) the Employment Agreement shall end effective August 17, 2007, and shall be of no further force and effect; and (b) any and all other past and ongoing respective obligations between the Parties under the Employment Agreement (including obligations that would otherwise survive the termination or end of such Employment Agreement), are hereby terminated and forever released, acquitted and discharged. Executive further acknowledges and agrees that a breach by him of such ongoing confidentiality, return of records, covenant not to compete, non-solicitation and anti-raiding obligations shall constitute a breach by him of this Agreement.

Transition and Separation from Employment. The Parties agree that Executive's initial transition from his role as Executive Vice-Vice President, Chief Financial Officer and Treasurer of with First Charter and the Bank shall start on May 17February 1, 2007 2005 (the "Transition Date"). Despite Executive's transition from his positionsposition, the Parties further agree that following Executive's signing of this Agreement, and provided all conditions of this Agreement are met by Executive, after the Transition Date, Executive shall shall: (a) continue to be employed by First Charter as Executive Vice President, Chief Financial Officer and Treasurer for a period through March 16, 2005, and (b) voluntarily relinquish his duties and responsibilities as Chief Financial Officer and Treasurer but continue to be employed by First Charter as Executive Vice-Vice President for a period through August beginning March 17, 2007 (the "Separation Date")2005 through March 31, 2005, upon which Executive's official employment with First Charter, the Bank and/or their related subsidiaries in all capacities Charter shall end. The Parties further agree that , effective March 31, 2005 (the period from the May 17, 2007 Transition Date through the August 17, 2007 "Separation Date shall Date") (collectively be defined and referred to as the "Transition Period"). The Parties agree that during the Transition Period, Executive will work and reasonably cooperate with First Charter in the completion of quarterly financial records and its officers and employees as needed and requested in providing advice and assistance regarding the transition of his position responsibilitiesresponsibilities during regular business hours, including but not limited to work on the completion of financial and other records and other specific project assignments and transition issues that may arise regarding with respect to subject matters that are within the current scope of his job duties, responsibilities and expertise. In addition, during such period, First Charter agrees to coordinate with Executive regarding work scheduling such that his transition assistance does not unreasonably interfere with any search for other employment. The Parties expressly acknowledge and agree that notwithstanding the terms of Executive's April 13, 2005 Employment Agreement with First Charter (the "Employment Agreement"), this Agreement is and will be enforceable and First Charter will be in compliance with this provision 1 provided Executive is paid his applicable regular compensation and benefits as modified in provision 3 below through the Separation DateMarch 31, 2005, whether or not he is actually required to perform complete, full-time services for First Charter during the Transition Period. In addition, except Except for Executive's opportunity to obtain continuation medical coverage as allowed by and pursuant to COBRA or as otherwise set forth in provisions 3 and 4 provision 7 below, Executive's rights to his regular salary and benefits shall cease effective on the Separation DateMarch 31, 2005, except that Executive shall not forfeit any vested deferred compensation benefits as set forth below, or vested 401(k), pension or stock benefits earned by him during his employment with First Charter, if any. Executive and First Charter further acknowledge and agree that except for Executive's confidentiality, return of records, records and covenant not to compete, non-solicitation and anti-raiding compete obligations and their related enforcement provisions set forth in Sections 8-16 of under the Employment Agreement (as modified by provision 6 below)Agreement, which confidentiality and covenant not to compete obligations and provisions shall continue to remain in full force and effect, (a) the Employment Agreement shall end be terminated effective August 17March 31, 20072005, and shall be of no further force and effect; and (b) any and all other past and ongoing respective obligations between the Parties under the Employment Agreement (including obligations that would otherwise survive the termination or end of such Employment Agreement), are hereby terminated and forever released, acquitted and discharged. Executive further acknowledges and agrees that a breach by him of such ongoing confidentiality, return of records, records and covenant not to compete, non-solicitation and anti-raiding compete obligations shall constitute a breach by him of this Agreement.