EXHIBIT 10.7
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EMPLOYMENT CONTRACT
TERMINATION AGREEMENT
THIS AGREEMENT (this "Agreement") is entered into as of September 1, 2001
by and between C. XXXXX XXXXXXXXX, a resident of the State of Georgia
("Executive"), and PAB BANKSHARES, INC., a Georgia corporation (the "Company").
WHEREAS, Executive and the Company entered into that certain Employment
Agreement dated as of January 1, 1999 ("the "Employment Agreement");
WHEREAS, Executive and the Company entered into that Executive Salary
Continuation Agreement dated as of January 1, 1994, as amended by that First
Amendment to Executive Salary Continuation Agreement dated as of March 20, 1995
(collectively, the "Salary Continuation Agreement");
WHEREAS, Executive and the Company have entered in to an Option Agreement
relating to the grant of options to purchase 61,000 shares of Company common
stock (the "Option Shares") pursuant to the 1994 Employee Stock Option Plan and
the 1999 Stock Option Plan;
WHEREAS, the Company and Employee have agreed to terminate the Employment
Agreement; and,
WHEREAS, Executive and the Company now desire to terminate the Employment
Agreement.
NOW, THEREFORE, in consideration of the promises and premises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties do hereby agree as follows:
1. TERMINATION OF EMPLOYMENT AGREEMENT. The Company and Executive
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hereby agree that, as of the date of this Agreement, the Employment Agreement is
and, for all purposes whatsoever, shall be deemed terminated and shall no
further force or effect, provided, however, the covenants of Executive contained
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in Section 9 of the Employment Agreement (the "Restrictive Covenants") shall
continue through the date of the last payment to Executive by Company and are
hereby incorporated into this Agreement for all purposes.
2. TERMINATION OF EMPLOYMENT. The Company and Executive hereby agree
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that the Executive's employment with the Company is terminated effective as of
the date of this Agreement. Further, Executive resigns as an officer of the
Company and as a member of the board of directors of any subsidiary bank of the
Company.
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3. COMPENSATION.
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(a) From and after the date of this Agreement and so long as Executive
does not violate any of the Restrictive Covenants, the Company agrees to pay
Executive his current salary and benefits through December 31, 2001 and further
allows Executive to continue to use the 2000 Chevrolet Tahoe through such date.
Commencing January 1, 2002, the Company agrees to pay the Executive $17,380.00
per month and continue his health and life insurance benefits through and
including December, 2004. The Company agrees to allow Executive to participate
in the 401 K match funding from the date of this Agreement through and including
December, 2004.
(b) The Company and Executive agree that the annual benefit level of
Executive under the Salary Continuation Plan as of December 31, 2004 will be
$86,120 (the "Annual Retirement Payment Amount") and that the Annual Retirement
Payment Amount will be paid in equal monthly installments commencing on the
first day of August, 2011 and the first day of each month thereafter for 180
months.
(c) Executive may exercise his option to purchase all optioned shares
in whole or in part regardless of expiration date noted on Exhibit "A", at any
time prior to January 1, 2007 at the per share price shown on Exhibit "A".
(d) In the event of Executive's death prior to the date on which the
Company has satisfied all of its obligations under subsections (a) and (b) of
this Section 3, the Company agrees to continue all such payments by making all
remaining payments to Executive's estate on the same terms and conditions as
they would have been made to Executive.
4. SETTLEMENT. This Agreement is in full settlement of any and all
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claims Executive may assert arising from or related to the Employment Agreement
or Executive's employment with the Company or any person or entity owned or
controlled by, or under common control with, or otherwise affiliated with the
Company (the "Related Parties"), during the term of the Employment Agreement and
through the date hereof, including but not limited to claims for any expenses
incurred by Executive and claims for any reimbursements due from the Company to
Executive.
5. RELEASE AND WAIVER BY EXECUTIVE; REPRESENTATIONS AND WARRANTIES. In
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exchange for the consideration provided by the Company to Executive, Executive
hereby voluntarily, irrevocably, fully, and completely RELEASES, ACQUITS, AND
FOREVER DISCHARGES the Company and the Related Parties, from any and all claims,
complaints, liabilities, obligations, promises, agreements, controversies,
damages, actions, causes of action, suits, rights, demands, costs, losses,
debts, and expenses of any nature whatsoever (whether known or unknown) which
Executive ever had, may have, or now has arising from or related to, directly or
indirectly, the Employment Agreement or otherwise to Executive's employment with
the Company or any of the Related Parties during the term of the Employment
Agreement and through the date hereof, including, but not limited to benefits
under any and all bonus, severance, workforce reduction, early retirement,
outplacement, or any other similar plan sponsored by the Company through the
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date hereof. Executive specifically waives any right, power or privilege to
severance compensation detailed in or resulting from the Employment Agreement.
In addition, Executive acknowledges that this Agreement constitutes a full
ACCORD AND SATISFACTION of all claims covered by the release provisions of this
paragraph.
Executive represents and warrants that as of the date hereof, Executive has
no basis for any claim and further waives any right to assert a claim against
the Company for (i) violation of Title VII of the Civil Rights Act of 1964, the
Age Discrimination in Employment Act, the Fair Labor Standards Act, the Civil
Rights Act of 1991, the Americans With Disabilities Act, the Equal Pay Act, the
Civil Rights Act of 1866, 42 U.S.C. 1981, the Family and Medical Leave Act, the
Labor Management Relations Act, the National Labor Relations Act, the
Consolidated Omnibus Budget Reconciliation Act of 1985, or the Executive
Retirement Income Security Act, (ii) violations of any other federal or state
statute or regulation or local ordinance, (iii) lost or unpaid wages,
compensation, or other benefits claims under state law, defamation, intentional
infliction of emotional distress, negligent infliction of emotional distress,
bad faith action, slander, assault, battery, wrongful or constructive discharge,
negligent hiring, retention and/or supervision, fraud, misrepresentation,
conversion, tortious interference with property, negligent investigation, or
(iv) any other claims under state law arising in tort or contract.
6. LIMITED RELEASE BY THE COMPANY. In exchange for the consideration
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provided by Executive to the Company by his execution of this Agreement, except
for and without waiving any right, power or privilege of the Company contained
in this Agreement, the Restrictive Covenants and the Salary Continuation
Agreement, each of the Company and all Related Parties hereby voluntarily,
irrevocably, fully and completely RELEASES, ACQUITS, and FOREVER DISCHARGES
Executive from any and all claims, complaints, liabilities, obligations,
promises, agreements, controversies, damages, actions, causes of actions, suits,
rights, demands, costs, losses, debts, and expenses of any nature whatsoever
(whether known or unknown) which the Company or any Related Party ever had, may
have, or now has, arising from or related to, directly or indirectly, the
Employment Agreement or otherwise to Executive's employment with the Company or
any of the Related Parties during the term of the Employment Agreement and
through the date hereof.
7. INDEMNIFICATION. The Company shall defend and indemnify Executive
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for any claims brought against Executive for any actions taken by him that were
within the scope of his employment while an employee of the Company. Executive
agrees to participate in the defense of any claim brought against the Company
related to any of his actions on behalf of the Company during his employment or
for which he has knowledge as a result of his employment with the Company. To
the extent the Company requires Executive to participate in the defense of any
such claim, it will reimburse Executive for any and all reasonable expenses,
including travel expenses, incurred by him.
8. ENTIRE AGREEMENT, MODIFICATION. This Agreement represents the
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entire agreement between the parties with respect to the subject matter hereof
and supersedes all other negotiations and agreements, written or verbal, between
the parties relating to the matters contemplated hereby. This Agreement may not
be amended, waived or changed orally, but only in a writing that is signed by
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both parties and that states specifically that it is intended to modify this
Agreement.
9. WAIVER. No failure or delay by either party in exercising any right,
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power or privilege under this Agreement shall operate as a waiver thereof and
any written waiver in one or more instances shall not be deemed to be a further
or continuing waiver of any such right, power or privilege.
10. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
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of and be binding upon the Company, its successors and assigns, and any
corporation with which the Company may merge or consolidate or to which the
Company may sell its assets, and Executive and his executors, administrators,
heirs, legatees, administrators, and personal representatives.
11. SEVERABILITY. If any provisions of this Agreement shall be held to
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be invalid or unenforceable, such invalidity or unenforceability shall not
affect or impair the validity or enforceability of the remaining provisions of
this Agreement, which shall remain in full force and effect and the parties
hereto shall continue to be bound thereby.
12. HEADINGS. The section headings in this Agreement are for
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convenience only; they form no part of this Agreement and shall not affect its
interpretation.
13. GOVERNING LAW. This Agreement shall be construed and its validity
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determined by the laws of the State of Georgia.
14. COUNTERPARTS. This Agreement may be executed in separate
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counterparts and shall be fully executed when each party whose signature is
required has signed at least one counterpart, even though no one counterpart
contains the signatures of all parties.
15. ACKNOWLEDGMENT. Executive hereby represents and warrants that:
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(a) Executive has CAREFULLY READ THIS AGREEMENT AND FULLY UNDERSTANDS
ALL OF THE PROVISIONS OF THIS AGREEMENT;
(b) Executive has had an OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF HIS
CHOICE AS TO THE TERMS OF THIS AGREEMENT to the full extent that he
desired before signing this Agreement;
(c) Executive understands that any further employment with the Company
or any of the Related Parties shall be an employment at will;
(d) Executive understands that this Agreement FOREVER RELEASES the
Company from any legal action related to or arising from the
Employment Agreement prior to the date of execution of this
Agreement;
(e) In signing this Agreement, Executive DOES NOT RELY ON NOR HAS HE
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RELIED ON ANY REPRESENTATION OR STATEMENT (WRITTEN OR ORAL) NOT
SPECIFICALLY SET FORTH IN THIS AGREEMENT by the Company or by any
of the Company's agents, representatives, or attorneys with regard
to the subject matter, basis, effect of this Agreement or
otherwise; and
(f) Executive was not coerced, threatened, or otherwise forced to sign
this Agreement, and Executive is VOLUNTARILY SIGNING AND DELIVERING
THIS AGREEMENT of his own free will, and that each signature
appearing hereafter is genuine.
IN WITNESS WHEREOF, the undersigned have signed and executed this Agreement
as an expression of their intent to be bound by the foregoing terms of this
Agreement.
EXECUTIVE:
/s/ C. Xxxxx Xxxxxxxxx
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Name: C. Xxxxx Xxxxxxxxx
Address: 0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
COMPANY:
PAB BANKSHARES, INC.
By: /s/ Xxxxxxx Xxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxx
Title: President
Address: 0000 Xxxxx Xxx Xxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxx 00000
Attest: /s/ R. Xxxxxxxx Xxxxxxxx
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R. Xxxxxxxx Xxxxxxxx
Chairman and Chief Executive Officer
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