SEPARATION AGREEMENT AND GENERAL RELEASE
SEPARATION
AGREEMENT AND GENERAL RELEASE
THIS
SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into
by and between Xxxxx X. Xxxxxx (“Executive”) and Seasons Bank, a bank organized
under the laws of the State of Georgia, and Seasons Bancshares, Inc., a bank
holding company organized under the laws of the State of Georgia (collectively
“Employer”).
STATEMENT
OF FACTS
Executive
desires to accept the following agreements, including, without limitation,
certain additional consideration from Employer in return for Executive’s general
release and non-disclosure agreements set forth below. Executive and Employer
desire to settle fully and finally all differences and disputes between them,
including, but in no way limited to, any differences and disputes that might
arise, or have arisen, out of Executive’s employment with and separation from
Employer.
STATEMENT
OF TERMS
In
consideration of the mutual promises herein, it is agreed as
follows:
1.
Non-Admission
of Liability.
(a)
Neither this Agreement nor Employer’s offer to enter into this Agreement shall
in any way be construed as an admission by Employer that it has acted wrongfully
with respect to Executive or any other person, or that Executive has any rights
whatsoever against Employer. Employer specifically disclaims any liability
to or
wrongful acts against Executive or any other person, on the part of itself,
its
shareholders, officers, directors, employees, agents or representatives.
(b)
Neither this Agreement nor Executive’s agreement to enter into this Agreement
shall in any way be construed as an admission by the Executive that he has
acted
wrongfully with respect to Employer or any other person, or that Employer has
any rights whatsoever against Employee. Employee specifically disclaims any
liability to or wrongful acts against Employer or any other person.
2.
Resignation
of Employment.
Executive has resigned his employment with Employer and from his position as
a
member of Employer’s Boards of Directors, effective July 31, 2006 (the
“Separation Date”). The parties agree that except as set forth herein, this
Agreement terminates all aspects of the relationship between them. Executive
therefore acknowledges, understands and agrees that Executive does not and
will
not seek reinstatement, future employment or return to active employment status
with Employer. Executive further acknowledges, understands and agrees that
Employer is under no obligation to consider Executive for reinstatement,
employment, re-employment, consulting or similar status at any time.
Notwithstanding any provision of this Agreement to the contrary, the Executive
may consult with the Employee as the Employer may request.
3.
Effective
Date.
This
Agreement shall become effective immediately following the seven (7) revocation
period set forth in Section 11(e) (the “Effective Date”). As of the Effective
Date, if neither party has revoked this Agreement pursuant to
Section 11(e), this Agreement shall be fully effective and
enforceable.
4.
Consideration.
In full
consideration and as material inducement for the parties’ signing of this
Separation Agreement and General Release, the receipt, adequacy and sufficiency
of which are hereby acknowledged:
(a)
Employer will continue paying Executive his current salary for twelve (12)
months. Such payments will begin on Employer’s first regularly scheduled payroll
date following the Effective Date of this Agreement. All legal deductions and
required withholdings will be taken, consistent with Employer’s payroll
practices.
(b)
Employer will continue Executive’s health coverage with Employer, at the current
cost to Executive or at the rates chargeable to Employer’s employees for benefit
coverage, for twelve (12) months. Executive’s portion of the premium costs will
be deducted from the payment set forth in Section 4(a) above. Executive will
only be eligible for the health coverage described in this section if Executive
elects COBRA coverage.
5.
Cessation
of Authority.
Executive acknowledges, understands and agrees that following the Separation
Date, Executive is not authorized to incur any expenses, obligations or
liabilities, or to make any commitments on behalf of Employer. Executive agrees
to submit to Employer on or before the Effective Date, any and all expenses
that
were incurred by Executive on behalf of Employer (which have not previously
been
reimbursed) and any and all contracts or other obligations entered into by
Executive on behalf of Employer (which have not previously been disclosed),
including but not limited to any loans agreed to or memoranda of understanding
entered into on behalf of the Employer. Employer agrees to reimburse Executive
for reimbursable expenses incurred by Executive through his Separation Date
which have not yet been reimbursed and which are promptly submitted to Employer,
pursuant to Employer’s standard policies and procedures relating to
reimbursement of expenses.
6.
Agreement
Not to Disclose Trade Secrets and Confidential
Information.
Executive acknowledges, understands and agrees that in the course of employment
with Employer, Executive has acquired Confidential Information and Trade
Secrets, as those terms are defined below, concerning Employer’s operations, its
policies and practices, its future plans and its methods of doing business,
which information Executive understands and agrees would be extremely damaging
to Employer if disclosed to a competitor or made available to any other person
or entity. Executive acknowledges, understands and agrees that such information
has been divulged to Executive in confidence. Executive agrees to protect and
hold in strict confidence all Company Information, as that term is defined
below, that Executive has received or created on behalf of Employer and that
Executive will not, directly or indirectly, use, publish, disseminate or
otherwise disclose any Company Information to any third party without Employer’s
prior written consent, unless
and until such time as the restrictions on Executive’s use or disclosure of such
Company Information expire as set forth herein below. If a disclosure of Company
Information is required by law, subpoena or court order, Executive agrees to
give Employer the maximum feasible prior written notice of the legal
justifications and requirements for any proposed disclosure of such information
so that Employer may object to such disclosure if appropriate.
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Executive
further acknowledges, understands and agrees that Executive has complied with
Employer’s policies regarding the protection of Company Information, that
Executive has held such information in trust and strict confidence, and that
Executive will continue to do so according to the terms set forth in this
Agreement.
The
restrictions on Executive’s use or disclosure of all Company Information, as set
forth above, shall survive for a period of two (2) year; provided however,
that
the restrictions on the use or disclosure of Trade Secrets shall survive beyond
such two year period for so long as such information qualifies as a Trade Secret
under applicable law.
In
view
of the nature of Executive’s employment and Company Information which Executive
has received or created during the course of Executive’s employment, Executive
likewise acknowledges, understands and agrees that Employer would be irreparably
harmed by any material violation, or threatened material violation of this
Agreement by Executive and that, therefore, Employer shall be entitled to an
injunction prohibiting Executive from any violation or threatened violation
of
this Agreement, and shall further be entitled to recover any damages proximately
caused by such violation(s). The undertakings set forth in this section shall
survive the termination of other arrangements contained in this
Agreement.
“Company
Information” means Confidential Information and Trade Secrets. However, “Company
Information” does not include any information which: (i) at the time of
disclosure to Executive, was in the public domain or was already lawfully in
Executive’s possession without a breach of duty owed to Employer;
(ii) after disclosure to Executive, is published or otherwise becomes part
of the public domain without a breach of duty owed to Employer and through
no
fault of Executive; or (iii) was received after disclosure to Executive
from a third party who had a lawful right to and, without a breach of duty
owed
to Employer, did disclose such information to Executive.
“Confidential
Information” means any and all information of Employer other than Trade Secrets
that has value and is not generally known to Employer’s competitors. This
includes any information about Employer’s loan, accounting or financial
practices or procedures; Employer’s operations; its future plans; actual or
potential customers, vendors and suppliers; and its methods of doing
business.
“Trade
Secret” means information related to the business or services of Employer which:
(i) derives independent actual or potential commercial value from not being
generally known or readily ascertainable through independent development or
reverse engineering by third parties who can obtain economic value from its
disclosure or use; and
(ii) is the subject of efforts by Employer and such third parties that are
reasonable under the circumstances to maintain its secrecy. Assuming the
foregoing criteria in the immediately preceding clauses (i) and (ii) are
met, Trade Secret includes business and technical information including, without
limitation, designs, formulas, patterns, compilations, programs, devices,
inventions, methods, techniques, drawings, processes, finances, and existing
and
future products and services of Employer.
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7.
Return
of Materials and Property.
(a)
Executive acknowledges, understands and agrees that as a result of Executive’s
employment with Employer, Executive has had in Executive’s custody, possession
and control documents, data, materials, files and other items that are the
property of Employer or its customers, including loan applications and
portfolios and Company Information. Executive agrees that to the extent
Executive has not already done so, Executive will turn over to Employer’s Chief
Executive Officer on or before the Effective Date, all files (including loan
files), memoranda, records, credit cards, manuals, computer equipment, computer
software, pagers, cellular phones, facsimile machines, customer and prospective
customer lists, customer and prospective customer name and telephone numbers,
Company Information, and any other equipment or documents, and all other
property of similar type that Executive received from Employer and/or that
Executive used in the course of Executive’s employment with Employer and that is
the property of Employer or its customers (including any electronic versions
of
such items). Executive further agrees that after returning any electronic or
physical versions of such items, Executive will permanently delete and destroy
any remaining electronic versions or physical copies in Executive’s possession,
custody or control. (b) Employer acknowledges, understands and agrees that
certain personal items of the Executive including but not limited to office
decorations, pictures and files are currently in the possession of the Employee.
Additionally, the Executive’s laptop computer contains certain personal
information including financial information relating to the Executive’s mother’s
estate. Employer agrees to schedule a one hour period of time to be agreed
with
the Executive, being after the execution of this agreement and prior to the
end
of the termination period, during which the Executive can retrieve said personal
items and copy all personal electronic information currently on said laptop
computer. The Executive may then delete all personal information on said laptop.
The Employer shall have its representative present during the time of the review
and deleting of personal information.
8.
Confidentiality
of Agreement.
(a)
Executive acknowledges, understands and agrees that Executive has kept and
will
keep the terms, amount, value, and nature of consideration paid to Executive,
and the existence of this Agreement completely confidential, and that Executive
will not hereafter disclose any information concerning this Agreement to anyone
other than Executive’s immediate family, accountants, attorneys and other
professional representatives who will be informed of and bound by this
confidentiality clause. (b) Employer acknowledges, understands and agrees that
Employer has kept and will keep the terms, amount, value, and nature of
consideration paid to Executive, and the existence of this Agreement completely
confidential, and that Employer will not hereafter disclose any information
concerning this Agreement to anyone other than Employer’s Board, accountants,
attorneys and other professional representatives who will be informed of and
bound by this confidentiality clause. (c) Notwithstanding the
foregoing, the parties may disclose the existence of and information relating
to
this Agreement in the event of a breach or proposed breach of this Agreement
or
as may be required to comply with applicable laws and
regulations.
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9.
Complete
Release.
(a) As a
material inducement to the parties to enter into this Agreement, Executive
hereby irrevocably and unconditionally releases, acquits and forever discharges
Employer, Cadence Financial Corporation (“Cadence”), and each of Employer’s and
Cadence’s affiliates,
subsidiaries, stockholders,
officers, directors, employees, successors, assigns, agents, representatives,
attorneys, and all persons acting by, through, under or in concert with any
of
them (collectively “Releasees”), from any and all charges, complaints, claims,
liabilities, obligations, promises, agreements (excluding this Agreement
itself), controversies, damages, actions, causes of action, suits, rights,
demands, costs, losses, debts, and expenses of any nature whatsoever, known
or
unknown, suspected or unsuspected, including, but not limited to, rights arising
out of alleged violations or breaches of any contracts, express or implied,
or
any tort, or any legal restrictions on Employer’s right to terminate employees,
or any federal, state or other governmental statute, regulation, or ordinance,
including, without limitation: (1) Title VII of the Civil Rights Act of
1964, as amended by the Civil Rights Act of 1991; (2) the Americans with
Disabilities Act; (3) 42 U.S.C. § 1981; (4) the Age Discrimination in
Employment Act, as amended by the Older Workers Benefit Protection Act;
(5) the Equal Pay Act; (6) the Employee Retirement Income Security Act
(“ERISA”); (7) Section 503 of the Rehabilitation Act of 1973; (8) the False
Claims Act (including the qui tam provision thereof); (9) the Occupational
Safety and Health Act; (10) the Consolidated Omnibus Budget Reconciliation
Act
of 1986 (“COBRA”); (11) intentional or negligent infliction of emotional
distress or “outrage”; (12) interference with employment and/or contractual
relations; (13) wrongful discharge; (14) invasion of privacy; (15)
assault and battery; (16) defamation; (17) whistleblowing; and (18)
violation of any other legal or contractual duty arising under the laws of
the
State
of
Georgia or the United States of America, (individually the “Claim” and
collectively the “Claims”), which Executive now has, owns or holds, or claims to
have, own or hold, or which Executive at any time heretofore had, owned or
held,
or claimed to have, owned or held, against each or any of the Releasees at
any
time up to and including the date of execution of this Agreement. The parties
specifically understand and agree that this release includes any claims
Executive may have under or arising from any Employment Agreement with Employer,
including such Employment Agreement dated March
21,
2006.
This
release does not cover any claims that may not be released by private agreement
between the parties.
(b)
As a
material inducement to the parties to enter into this Agreement, Employer hereby
irrevocably and unconditionally releases, acquits and forever discharges
Executive, his agents and representatives, from any and all charges, complaints,
claims, liabilities, obligations, promises, agreements (excluding this Agreement
itself), controversies, damages, actions, causes of action, suits, rights,
demands, costs, losses, debts, and expenses of any nature whatsoever, known
or
unknown, suspected or unsuspected, including, but not limited to, rights arising
out of alleged violations or breaches of any contracts, express or implied,
or
any tort, or any federal, state or other governmental statute, regulation,
or
ordinance.
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10.
Non-Disparagement
and Professionalism.
(a)
Executive acknowledges, understands and agrees that Executive will not make
or
issue, or procure any person or entity to make or issue, any statement in any
form concerning: (i) Releasees, including Employer and Cadence;
(ii) Executive’s employment relationship with Employer; or (iii) the
termination of Executive’s employment relationship with Employer, to any person
or entity if such statement is harmful to or disparaging of Employer or any
of
their stockholders, officers, directors, employees, agents or
representatives.
(b)
Employer agrees to use its best efforts not to make or issue, or procure any
person or entity to make or issue, any statement in any form concerning: (i)
Executive; (ii) Executive’s employment relationship with Employer; or (iii)
the termination of Executive’s employment relationship with Employer, to any
person or entity if such statement is harmful to or disparaging of Employee,
except as may be required to comply with applicable laws and
regulations.
11.
Age
Discrimination In Employment Act.
Executive acknowledges, understands and agrees that this Agreement and the
termination of Executive’s employment and all actions taken in connection
therewith are in compliance with the Age Discrimination in Employment Act
(“ADEA”) and the Older Workers Benefit Protection Act (“OWBPA”) and that the
releases set forth in Section 9 hereof shall be applicable, without limitation,
to any claims brought under these Acts. Executive further acknowledges,
understands and agrees that:
(a) the
release given by Executive in this Agreement is given solely in exchange for
the
consideration set forth in Section 4 of this Agreement and such consideration
is
in addition to anything of value which Executive was entitled to receive prior
to entering into this Agreement;
(b) by
entering into this Agreement, Executive does not waive rights or claims that
may
arise after the date this Agreement is executed;
(c) Executive
has been advised to consult an attorney prior to entering into this Agreement,
and this provision of this Agreement satisfies the requirement of the OWBPA
that
Executive be so advised in writing;
(d) Executive
has been offered twenty-one (21) days from his receipt of this Agreement within
which to consider this Agreement; and
(e) for
a
period of seven (7) days following Executive’s execution of this Agreement,
Executive or Employer may revoke this Agreement by delivering written notice
of
such revocation to the Executive or to the Employer’s President (as the case may
be) and this Agreement shall not become effective or enforceable until such
seven (7) day period has expired.
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12.
No
Other Claims.
Executive acknowledges, understands and agrees that Executive has not filed,
nor
assigned to others the right to file, nor are there pending, any complaints,
charges or lawsuits by or on behalf of Executive against Employer with any
governmental agency or any court. Executive further acknowledges, understands
and agrees that Executive will not purchase or acquire any Claims from a third
party or be assigned any Claims by a third party against Employer on or after
the Effective Date.
13.
Indemnification.
(a) As
further material inducement to Employer to enter into this Agreement, Executive
hereby agrees to indemnify and hold each and all of the Releasees harmless
from
and against any and all loss, costs, damages or expenses, including without
limitation, attorneys’ fees incurred by Releasees or by any of the Releasees’
agents, representatives or attorneys arising out of any breach of this Agreement
by Executive or the fact that any acknowledgement, understanding, agreement
or
representation made herein by Executive was false when made. (b) As further
material inducement to Executive to enter into this Agreement, Employer hereby
agrees to indemnify and hold Executive harmless from and against any and all
loss, costs, damages or expenses, including without limitation, attorneys’ fees
incurred by Executive or by any of the Executive’s agents, representatives or
attorneys arising out of any breach of this Agreement by Employer or the fact
that any acknowledgement, understanding, agreement or representation made herein
by Employer was false when made.
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14.
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Acknowledgments.
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(a) Executive
acknowledges, understands and agrees that Executive has been paid in full for
all hours that Executive has worked for Employer and that Executive has been
paid any and all compensation or bonuses which have been earned by Executive
(whether under any employment agreement or otherwise) through the date of
execution of this Agreement.
(b) Executive
acknowledges,
understands and agrees that the Employment Agreement dated March
21,
2006,
and all
other employment agreements, by and between the parties are terminated under
this Agreement and are no longer in effect.
(c) Executive
acknowledges, understands and agrees that Executive has no knowledge of any
actions or inactions by any of the Releasees or by Executive that Executive
believes could possibly constitute a basis for a claimed violation of any
federal, state, or local law, any common law or any rule promulgated by an
administrative body.
(d) Executive
acknowledges, understands and agrees that the consideration described above
in
Section 4 of this Agreement is not required by Employer’s policies and
procedures or by any contracts between Executive and Employer. Executive further
acknowledges, understands and agrees that Executive’s entitlement to receive the
consideration set forth in Section 4 is conditioned upon Executive’s execution
and delivery of this Agreement and compliance with the terms of this
Agreement.
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(e) Executive
acknowledges, understands and agrees that in executing this Agreement Executive
does not rely, and has not relied, upon any representation or statement not
set
forth herein made by any of the Releasees or by any of the Releasees’ agents,
representatives, or attorneys with regard to the subject matter, basis or effect
of this Agreement or otherwise.
(f) Employer
advises Executive to consult with an attorney prior to executing this Agreement.
Executive acknowledges, understands and agrees that Executive has had the
opportunity to consult counsel if Executive chose to do so. Executive
acknowledges, understands and agrees that Executive is responsible for any
costs
and fees resulting from Executive’s attorney reviewing this
Agreement.
15.
Non-Competition.
The
parties acknowledge and agree: that Executive’s services to Employer required
special expertise and talent in the provision of banking and financial services
and that Executive had substantial contacts with customers and clients of
Employer during his employment; that Executive was placed in a position of
trust
and responsibility with Employer and had access to a substantial amount of
Company Information; that Executive is the repository of a substantial portion
of the goodwill of Employer due to his responsibilities for Employer and that
he
would have an unfair advantage in competing with Employer; that Executive is
capable of competing with Employer; and that Executive is capable of obtaining
gainful, lucrative and desirable employment that does not violate the
restrictions contained in this Agreement. Accordingly, the Executive agrees
that
for a period of one (1) year, he will not (except on behalf of or with the
prior
written consent of the Employer), within the Area, either directly or
indirectly, on his own behalf or in the service or on behalf of others, as
an
executive employee or in any other capacity which involves duties and
responsibilities similar to those undertaken for the Employer (including as
an
organizer or proposed executive officer of a new financial institution), engage
in any business which is the same as or essentially the same as the Business
of
the Employer.
(a) For
purposes of this Agreement, the term “Area” shall mean the geographic area
within the boundaries of Xxxxxx,
Union,
and
Towns
counties
in the
State of Georgia,
Clay
and Cherokee counties in the State of North Carolina and Polk county in
Tennessee.
(b) For
purposes of this Agreement, the term “Business of the Employer” shall mean the
business conducted by the Employer, which is the business of commercial
banking.
16.
Non-Solicitation
of Customers.
Executive agrees that beginning immediately and continuing for a period of
one
(1) year from the Separation Date, he will not (except on behalf of or with
the
prior written consent of the Employer), within the Area, on his own behalf
or in
the service or on behalf of others, solicit, divert or appropriate or attempt
to
solicit, divert or appropriate, any business from any of the Employer’s current
customers with whom Employee has or had material contact, and any actively
sought prospective customers with whom the Executive has or had material contact
during the last two (2) years of his employment, for purposes of providing
products or services that are competitive with the Business of the
Employer.
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17.
Non-Solicitation
of Employees.
The
Executive agrees that beginning immediately and continuing for a period of
one
(1) year from the Separation Date, he will not, within the Area, on his own
behalf or in the service or on behalf of others, solicit, recruit or hire away
or attempt to solicit, recruit or hire away, any employee of Employer
or its
affiliates,
whom he
supervised or hired or with whom he had material contact, to another person
or
entity providing products or services that are competitive with the Business
of
the Employer.
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18.
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Enforcement
of Specific Covenants.
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(a) In
the
event either party breaches, or threatens to commit a breach of, any of the
provisions of Sections 6, 8, 10, 15, 16, or 17, the injured party shall have
the
right and remedy to enjoin, preliminarily and permanently, the other from
violating or threatening to violate these sections and to have these sections
specifically enforced by any court of competent jurisdiction, it being agreed
that any breach or threatened breach of these sections would cause irreparable
injury to the injured party and that monetary damages would not provide an
adequate remedy to such party. Such right and remedy shall be in addition to,
and not in lieu of, any other rights and remedies available to the injured
party
at law or in equity.
(b) Executive
acknowledges and agrees that the covenants contained in Sections 6, 8, 10,
15,
16, or 17 are reasonable and valid in time and scope and in all other respects.
These covenants shall be considered and construed as separate and independent
covenants. Should any part or provision of any covenant be held invalid, void
or
unenforceable in any court of competent jurisdiction, such invalidity, voidness
or unenforceability shall not render invalid, void or unenforceable any other
part or provision of this Agreement. If any portion of the foregoing sections
are found to be invalid or unenforceable by a court of competent jurisdiction
because its duration, territory, definition of activities or the definition
of
information covered is considered to be invalid or unreasonable in scope, the
invalid or unreasonable term shall be redefined or a new enforceable term
provided, such that the intent of Employer and Executive in agreeing to the
provisions of this Agreement will not be impaired and the provision in question
shall be enforceable to the fullest extent of the applicable laws.
(c) In
the
event that the enforcement of any of the terms of this Agreement is sought
in a
court of competent jurisdiction, including any period during which a restrictive
covenant is in force, and the protective restrictive covenant or term of the
Agreement is held to be enforceable, the restrictive time period specified
in
the Agreement shall be deemed tolled upon the filing of the lawsuit seeking
to
enforce the Agreement until the dispute is finally resolved and all periods
of
appeal have expired.
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19.
Severability. The
provisions of this Agreement are severable, and if any paragraph or part is
found to be unenforceable, the remainder of the Agreement shall remain fully
valid and enforceable.
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20.
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SPECIAL
CONDITIONS
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(A)
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Prior
and Independent Agreements.
Notwithstanding any provision of this Agreement to the contrary,
the
following agreements remain in full force and
effect:
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(1)
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Incentive
Stock Option Award pursuant to the Generations Bancshares, Inc. (now
known
as Seasons Bancshares, Inc.) 2001 Stock Incentive Plan, dated January
27,
2003, in favor of Xxxxx X. Xxxxxx; and
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(2)
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Warrant
Agreement between Generations Bancshares, Inc. (now known as Seasons
Bancshares, Inc.) and Xxxxx X. Xxxxxx dated January 27,
2003.
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21.
Sole
and Entire Agreement. This
Agreement sets forth the entire agreement between the parties hereto, and
supersedes any and all prior agreements or understandings between the parties
pertaining to the subject matter hereof, except as specifically provided
otherwise herein. Executive
acknowledges that pursuant to this Agreement, he will not be eligible to receive
any change in control or any other payment he would otherwise be entitled to
receive arising from his Employment Agreement with Employer, dated March 21,
2006.
22.
Binding
Effect; Assignment.
This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, representatives, successors, transferees and
permitted assigns. This Agreement shall not be assignable by Executive but
shall
be freely assignable by Employer.
23.
Governing
Law.
This
Agreement shall be interpreted under the laws of the State of
Georgia.
24.
Knowledgeable
Decision By Executive.
Executive acknowledges, understands and agrees that Executive has read all
the
terms of this Agreement. Executive understands the terms of this Agreement
and
understands that this Agreement releases forever Employer from any legal action,
arising from Executive’s relationship with Employer as an employee and board
member and the termination of the employment relationship between Executive
and
Employer. Executive is signing and delivering this Agreement of Executive’s own
free will in exchange for the consideration to be given to
Executive.
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25.
Full
and Careful Consideration.
Executive acknowledges, understands and agrees that Executive may take the
Agreement home and carefully consider all of its provisions before signing
it.
Executive may take up to twenty-one (21) days to decide whether Executive wants
to accept and sign this Agreement. Executive acknowledges, understands and
agrees that if Executive signs this Agreement, Executive and Employer will
then
have an additional seven (7) days after
Executive signs the Agreement in which to revoke it. This Agreement will not
be
effective or enforceable, nor will any consideration be paid, until after the
seven (7) day period set forth in Section 11(e) has expired. Again, Executive
is
free, and encouraged, to discuss the contents and advisability of signing this
Agreement with an attorney of Executive’s choosing.
EXECUTIVE
SHOULD READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF
ALL
KNOWN AND UNKNOWN CLAIMS.
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8-4-06
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/s/
Xxxxx X. Xxxxxx
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DATE
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XXXXX
X. XXXXXX
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8-4-06
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SEASONS
BANK
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DATE
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By:
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/s/
Xxxxxxx X. Xxxxxx
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Name:
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Xxxxxxx
X. Xxxxxx
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Title:
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Chief
Executive Officer
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8-4-06
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SEASONS
BANCSHARES, INC.
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DATE
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By:
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/s/
Xxxxxxx X. Xxxxxx
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Name:
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Xxxxxxx
X. Xxxxxx
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Title:
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Chief
Executive Officer
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| Date Agreement received by Employer: |
8-4-06
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, 2006. |
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By:
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/s/
Xxxxxxx X. Xxxxxx
|
|
|
Name:
|
Xxxxxxx
X. Xxxxxx
|
|
|
Title:
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Chief
Executive Officer
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11
