CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE
Exhibit
10.15
CONFIDENTIAL
SEPARATION AGREEMENT
AND
GENERAL RELEASE
This
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE
(the
“Agreement”) dated as of July 3, 2007, is entered into by and
between BAY NATIONAL BANK, a Maryland corporation (the
“Company”), and XXXXXXX X. XXXXXXXX
(“Xxxxxxxx”). The Company and Springer may be
individually referred to hereinafter as a “Party” or together as the
“Parties.”
WHEREAS, Springer
and the Company entered into an Employment Agreement (“EA”) dated June 1,
2006.
WHEREAS,
Springer has
given notice to Company that pursuant to section 3.2.2(b) of the EA that he
is
terminating his employment with the Company.
WHEREAS, each
of
the Parties desires to enter into an agreement that sets forth the terms of
Springer’s separation of employment and a mutual release of claims.
NOW,
THEREFORE, in
consideration of the mutual promises and agreements contained herein, the
adequacy and sufficiency of which are hereby acknowledged, each of the Parties
hereby agrees as follows:
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1.
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Springer’s
employment with the Company will terminate as of the close of business
on
July 20, 2007 (the “Termination Date”). Each of the Parties
acknowledges and agrees that Springer (a) will be paid his Base Salary
as
defined in section 4.1(a) of the EA through the Termination Date,
(b) as
provided for in section 4.3 of the EA will be reimbursed for all
expenses
incurred by him in connection with his employment with the
Company;
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2.
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(a) Springer
and the Company acknowledge that on or about July 9, 2007, the Company
will cause Bay National Corporation transfer to Springer 3300
shares of stock in Bay National Corporation described in section
4.3(b)(iii) of the June 1, 2006 Employment
Agreement.
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(b) In
addition to the payment contemplated by Section 2(a) hereof, the
Company shall pay 100% of the premiums in respect of Springer’s group medical,
dental and vision insurances for the month of July, 2007. Each of the
Parties acknowledges and agrees that in the event Springer thereafter elects
to
continue to receive the benefits of any of such group policies in the manner
and
to the extent permitted by applicable law (i.e., the Consolidated Omnibus
Budget Reconciliation Act of 1985 (“COBRA”), Springer shall be obligated
to pay 100% of the cost of such continued coverage, under the same terms and
conditions as are applicable to the Company’s active employees in accordance
with, and subject to the limitations and requirements of, COBRA.
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In
exchange for the consideration and covenants herein stated, the Company
releases Springer from any and all obligations, including but not
limited
to all non-competition, non-solicitation of customers and non-solicitation
of employees provisions outlined in the June 1, 2006 Employment Agreement
and he may begin employment at any time after the signing of this
Agreement. The Company further releases and discharges
Springer from any and all causes of action, known and unknown, of
any kind
or nature, including any rights or claims arising out of Springer’s
employment, up to the date of this Agreement and
Release.
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4.
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In
exchange for the consideration and covenants herein
stated, Springer agrees and executes this GENERAL RELEASE for
himself and on behalf of his heirs, executors, administrators, attorneys,
and assigns, and hereby releases and discharges the Company, its
corporate
parent, affiliates and subsidiaries, officers, directors, stockholders,
and employees, from any and all causes of action, known or unknown,
claims
or liabilities of any kind which have been or could be asserted against
the Company, including but not limited to such causes of action arising
out of or in any way relating to Springer's employment (or his departure
there from), claims for alleged breach of contract, wrongful discharge,
or
any rights or claims arising out of Title VII of the Civil Rights Act
of 1964, as amended, the Americans with Disabilities Act, or any
other
federal, state or municipal statute or ordinance relating to employment
and discrimination in employment. Springer expressly waives his
right to recover in his own right upon filing, any lawsuits, claims,
grievances, complaints or charges with any Court, or any State and
federal
and local agency, concerning or relating to any dispute arising out
of his
employment relationship with the Company, alleged breaches of employment,
covenants or contracts, abusive or wrongful and constructive discharge,
unlawful employment discrimination, breaches of the Age Discrimination
in
Employment Act, or otherwise relating to Springer’s employment or
separation from that employment with the Company; however, Springer
does
not waive any rights or claims to enforce this
Agreement.
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5.
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Springer
(a) represents, warrants and covenants to the Company that he has
not and
will not at any time in the future, in any way, disparage, discredit,
defame or belittle the Company, and (b) acknowledges and agrees that
he
has no present or future right to employment with the
Company.
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6.
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Company
(a) represents, warrants and covenants to Springer that it has not
and
will not at any time in the future, in any way, disparage, discredit,
defame or belittle Springer.
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7.
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(a)
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Springer
agrees that he will not, for himself or any other person or entity,
directly or indirectly, divulge, communicate or in any way make use
of,
any of the Company’s confidential, sensitive or proprietary information
acquired in the performance of his services therefor (“Confidential
Information”) without the prior written consent of a duly authorized
representative of the Company. Confidential Information means
data and information relating to the business of the Company and
any
parent and/or affiliate of the Company which has been disclosed to
Springer or of which Springer became aware as a consequence of or
through
his relationship with the Company and which has value to the Company
and
is not generally known to its
competitors.
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(b) Springer
represents that he has not disclosed any Confidential Information to any person,
other than to employees and in the ordinary course of Company’s
business. Springer will advise the Company of each circumstance of
which he is aware reflecting or involving his disclosure, or his witness to
any
disclosure, of Confidential Information to any person (other than officers
of
the Company) including but not limited to disclosures to any governmental agency
representative, and including such disclosures as may be required by law, by
subpoena, or by other legal compulsion. Springer will notify the
Company immediately if he is served with a request for information, subpoena
or
other legal process to compel him to disclose any Confidential Information
or
about his employment and termination.
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(c)
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Springer
represents that he has no information that would support or establish
a
claim against himself and/or the Company for any violation of any
federal,
state or local regulations, criminal or civil
laws.
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(d)
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On
or before the Termination Date, Springer will return all property
of the
Company including, but not limited to, all Confidential Information,
without retaining any paper or electronic copies of such
records
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(e)
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Springer
acknowledges that the Confidential Information constitutes a valuable
asset of the Company, embodying substantial business and creative
efforts,
and that any disclosure by him of Confidential Information will result
in
irreparable injury to the Company. In the event of such
disclosure or threatened disclosure, Springer consents to the grant
by any
court of equitable relief, including specific performance, a restraining
order and/or an injunction, in favor of the Company, without prejudice
to
any and all other rights or remedies to which the Company may be
entitled. Springer also agrees that he will not disclose the
existence or terms of this Agreement to any third parties with the
exception of accountants, attorneys and spouse, or as may be
required to comply with legal process. Springer acknowledges and
agrees
that this requirement of confidentiality is a material inducement
to the
Company to enter into this
Agreement.
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8.
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Nothing
in this Agreement is intended to or shall be construed as an admission
by
the Company that it violated any law, interfered with any right,
breached
any obligation or otherwise engaged in any improper or illegal conduct
with respect to Springer or otherwise, the Company expressly denying
any
such illegal or wrongful conduct.
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9.
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This
Agreement embodies the entire agreement and understanding of the
Parties
with regard to the matters described herein and supersedes any and
all
prior or contemporaneous agreements and understandings, oral or written,
between the Parties.
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10.
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If
any part, term or provision of this Agreement is declared by any
court or
agency of competent jurisdiction in a judgment or order to be illegal,
void, unenforceable or invalid, such provision shall have no effect
upon
and shall not impair the legality, enforceability or validity of,
any
other provision of this Agreement; provided, however, that
upon any finding by such court of competent jurisdiction that a release
or
waiver of claims or rights is illegal, void, unenforceable or invalid,
Springer agrees to execute a release, waiver and/or covenant that
is
legal, valid and enforceable.
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11.
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This
Agreement shall be construed and interpreted in accordance with the
law of
the State of Maryland, without regard to the conflicts of law principles
thereof. Each of the Parties hereby consents to exclusive
personal jurisdiction and venue in the Circuit Court of Baltimore
County,
State of Maryland.
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12.
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Springer
further states that he has carefully read the foregoing, has had
sufficient opportunity to review and deliberate the foregoing with
counsel
of his own choosing, knows and understands its contents, and signs
the
same as his free and independent act. Pursuant to the Older
Worker Benefit Protection Act, amending the Age Discrimination in
Employment Act, Springer specifically represents and
acknowledges:
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(a)
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Springer
has carefully read this Separation Agreement and General Release,
has had
sufficient opportunity to review and deliberate the foregoing documents
with counsel of his own choosing, understands their contents, knowingly
and voluntarily waives and releases the claims described in the General
Release,
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(b)
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Springer
agrees that the consideration given for the releases contained in
the
General Release are in addition to anything of value to which Springer
already was entitled,
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(c)
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Springer
was advised to consult with an attorney. He has had up to twenty-one
(21)
days from receipt of this Agreement and General Release to consider
and
accept, these terms, and he has seven (7) following his execution
of this
Agreement and General Release to revoke any acceptance of this Agreement
and General Release, and
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(d)
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Springer
must revoke his acceptance within the seven-day period by delivering
a
written notice of his intent to revoke acceptance to Xxxx X. Xxxxxx,
at
0000 X. Xxxxx Xxxx- #000, Xxxxxxxxxxx, XX
00000.
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This
Separation Agreement and General Release shall not be effective and enforceable
until the seven-day revocation period has expired. If the Company
does not receive written notice of Springer’s revocation, the entire Agreement
and General Release will become binding and irrevocable.
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EACH
OF
THE PARTIES STATES THAT THEY HAVE READ THE FOREGOING AGREEMENT, THAT THEY
UNDERSTAND EACH OF ITS TERMS AND THAT THEY INTEND TO BE BOUND
THERETO.
BAY
NATIONAL BANK
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BY: /s/
Xxxx X. Xxxxxx
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/s/
Xxxxxxx X. Xxxxxxxx
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XXXX
X. XXXXXX, PRESIDENT
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XXXXXXX
X. XXXXXXXX
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0000
X. Xxxxx Xxxx - #325
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00000
Xxxxx Xxxx
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Xxxxxxxxxxx,
XX 00000
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Xxxxxxxxxx,
XX 00000
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000-000-0000
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000-000-0000
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