EXHIBIT 99.1
SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS
This Settlement Agreement And Release Of All Claims ("Agreement") is made and
entered into by and between Service 1st Bank and Xxxxxx X. Xxxxxx Xxxxx ("Xxxxxx
Xxxxx").
RECITALS:
A. Xxxxxx Xxxxx has been employed by Service 1st Bank since approximately
June 1, 2007, most recently as Executive Vice President and Chief
Credit Officer.
B. Service 1st Bank desired to reduce its non-interest expense through a
reduction of Executive Management staff. As a part of this reduction,
Service 1st Bank desired to end its employment relationship with Xxxxxx
Xxxxx effective April 30, 2008, pursuant to paragraph 16(b) of the
written Employment Agreement between Service 1st Bank and Xxxxxx Xxxxx.
Service 1st Bank also indicated it was willing to provide the severance
payments called for in paragraph 16(d) of the written employment
agreement to Xxxxxx Xxxxx. In response, Xxxxxx Xxxxx indicated that he
desired to remain employed for one additional month.
C. Service 1st Bank and Xxxxxx Xxxxx have decided that it is in their
mutual best interest to end their employment relationship as provided
in this Agreement.
D. Service 1st Bank and Xxxxxx Xxxxx desire to resolve all issues between
them relating to Xxxxxx Xxxxx'x employment with Service 1st Bank and
the severance of that relationship by entering into this Agreement.
AGREEMENT
1. As of May 30, 2008, 5:00 p.m., Xxxxxx Xxxxx will no longer be
employed by Service 1st Bank. Upon receipt by Service 1st Bank of an original of
this Agreement, fully executed by Xxxxxx Xxxxx, and provided that Xxxxxx Xxxxx
has not revoked this Agreement as provided in paragraph 8(f), below, then
Service 1st Bank will begin to make twelve (12) payments in the gross amount of
$5,625.00 per payment. Said payments will be made beginning on June 15, 2008,
and continuing on the last business day or each month and the 15th day of each
month thereafter, concluding with a final payment on the last business day of
the month of November 2008. Said payments will be subject to all ordinary
deductions for payroll tax purposes. Service 1st Bank will also continue to
provide group insurance coverages in effect at the time of termination for
Xxxxxx Xxxxx and his dependents, including normal Health Savings Account
contributions, at the expense of Service 1st Bank, for a period of one hundred
eighty (180) days from the date of termination. Xxxxxx Xxxxx agrees that the
payments described above shall be consideration for the release of claims
contained in this Agreement. Xxxxxx Xxxxx agrees that the foregoing payment
shall constitute the entire amount of monetary and other consideration provided
to Xxxxxx Xxxxx under this Agreement. Xxxxxx Xxxxx agrees that he will not seek
any further compensation for any other claimed wages, commissions, bonuses,
damages, costs, or attorneys' fees in connection with the matters encompassed in
this Agreement.
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2. This Agreement and compliance with this Agreement shall not be
construed as an admission by Service 1st Bank of any liability whatsoever, or as
an admission by Service 1st Bank of any violation of the rights of Xxxxxx Xxxxx
or any person, violation of any order, law, statute, duty, or contract
whatsoever against Xxxxxx Xxxxx or any person. Service 1st Bank specifically
disclaims any liability to Xxxxxx Xxxxx or any other person for any alleged
violation of the rights of Xxxxxx Xxxxx or any person, or for any alleged
violation of any order, law, statute, duty, or contract on the part of Service
1st Bank, the employees or agents or representatives of Service 1st Bank.
3. Xxxxxx Xxxxx has not filed any claim anywhere against Service
1st Bank or anyone connected with Service 1st Bank. Xxxxxx Xxxxx understands
that various employment laws provide the right to an employee to bring claims
against an employer if the employee believes he/she has been unlawfully
discriminated against. These laws include:
Title VII of the Civil Rights Act of 1964
The Vietnam Era Veterans' Readjustment Assistance Act of 1974
The Employee Retirement Income Security Act of 1974
The Equal Pay Act
The Americans with Disabilities Act of 1990
The Civil Rights Act of 1991
The Family and Medical Leave Act of 1993
The California Fair Employment and Housing Act
The California Family Rights Act
Xxxxxx Xxxxx understands his rights under these Acts and agrees that he
will not file against Service 1st Bank any claims based on any alleged
violation(s) of these Acts; PROVIDED, Xxxxxx Xxxxx may file a charge of
violation of the Age Discrimination in Employment Act with the Equal Employment
Opportunity Commission, including a challenge to the validity of this Agreement
and may participate in any investigation or proceeding conducted by the Equal
Employment Opportunity Commission regarding said Act.
4. Xxxxxx Xxxxx gives up (waives) all his rights to damages or
any other relief Xxxxxx Xxxxx might otherwise be awarded on any claim having
anything to do with his employment at Service 1st Bank or the conclusion of that
employment. This release includes all contract, tort and other claims Xxxxxx
Xxxxx might otherwise make against Service 1st Bank and/or anyone connected with
Service 1st Bank.
5. Xxxxxx Xxxxx understands that the Age Discrimination in
Employment Act of 1967 provides him with the right to bring a claim against
Service 1st Bank if he believes he has been discriminated against on the basis
of age. Xxxxxx Xxxxx understands his rights under that Act and specifically
agrees to give up (waive) any relief available under the Act for any age
discrimination occurring before the date he signs this Agreement, subject to the
provisions of paragraph 3, above. Xxxxxx Xxxxx does not waive any claims against
Service 1st Bank for age discrimination that occurs after this Agreement is
signed.
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6. Except as disclosure may be required by law and necessary for
legitimate law enforcement or compliance purposes, Xxxxxx Xxxxx agrees that he
will keep the facts, terms, and amount of this Agreement confidential and that
he will not hereafter disclose any information concerning this Agreement to
anyone.
7. Xxxxxx Xxxxx hereby agrees that all of his rights under
section 1542 of the Civil Code of the State of California are hereby waived.
Section 1542 provides as follows:
A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have
materially affected his settlement with the debtor.
8. Xxxxxx Xxxxx releases Service 1st Bank and anyone connected
with Service 1st Bank from all liability of any kind having to do with Xxxxxx
Xxxxx'x employment with Service 1st Bank. All such liability is barred forever.
Xxxxxx Xxxxx understands and agrees that he: (a) Has carefully read and fully
understands all of the provisions of this Agreement; (b) Knowingly and
voluntarily agrees to all of the terms set forth in this Agreement; (c)
Knowingly and voluntarily intends to be legally bound by the same; (d) Has the
opportunity to review the Agreement for a full twenty-one (21) calendar days
before signing it, and need not sign this Agreement until after he has had it in
his possession for a full twenty-one (21) calendar days; (e) May consult with an
attorney regarding this Agreement, and Xxxxxx Xxxxx hereby is advised in writing
to consult with an attorney regarding this Agreement; (f) Has a full seven (7)
days after signing this Agreement in which to revoke this Agreement, and has
been and hereby is advised in writing that this Agreement shall not become
effective or enforceable until and unless this revocation period has expired;
(g) Understands that rights or claims under the Age Discrimination in Employment
Act of 1967 (29 U.S.C. section 621, et. seq.) that may arise after the date this
Agreement is executed are not waived.
9. Xxxxxx Xxxxx has, in the course of his duties on behalf of
Service 1st Bank, been advised of certain business matters and affairs of
Service 1st Bank regarding its customers and the management of its business. The
duties performed by Xxxxxx Xxxxx for Service 1st Bank placed him in a position
of trust and confidence with respect to certain trade secrets and other
proprietary information relating to the business of Service 1st Bank and not
generally known to the public. These trade secrets include, but are not limited
to, Service 1st Bank' price lists, advertising and promotional ideas and
strategies, customer lists, and formulas, patterns, devices, processes,
compilations of information, records, and specifications which are owned by
Service 1st Bank and which are regularly used in the operation of Service 1st
Bank (hereinafter "confidential information"). Xxxxxx Xxxxx agrees as further
consideration to Service 1st Bank under this Agreement that he shall not, at any
time in the future, directly or indirectly:
a. disclose or furnish, directly or indirectly, to any other
person, firm, agency, corporation, client, business, or
enterprise, any confidential information acquired by Xxxxxx
Xxxxx during his employment with Service 1st Bank;
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b. individually or in conjunction with any other person, firm,
agency, company, client, business, or corporation, employ or
cause to be employed any confidential information in any
manner whatsoever;
c. publish, deliver, or commit to being published or delivered,
any copies, abstracts, or summaries of any files, records,
documents, drawings, specifications, lists, equipment and
similar items relating to the business of Service 1st Bank,
whether prepared by Xxxxxx Xxxxx or otherwise coming into
Xxxxxx Xxxxx'x possession;
d. attempt to encourage, induce, or otherwise solicit, directly
or indirectly, any employee of Service 1st Bank to breach an
employment agreement with Service 1st Bank or to otherwise
interfere with the advantageous business relationship of
Service 1st Bank with its employees.
All files, records, documents, drawings, specifications, lists,
equipment, and similar items relating to the business of Service 1st Bank,
whether prepared by Xxxxxx Xxxxx or otherwise coming into Xxxxxx Xxxxx'x
possession shall remain the exclusive property of Service 1st Bank and shall not
be removed by Xxxxxx Xxxxx from the premises of Service 1st Bank under any
circumstances whatsoever. Xxxxxx Xxxxx agrees to return no later than June 1,
2008 to Service 1st Bank all property of Service 1st Bank in as good condition
as when received by Xxxxxx Xxxxx (normal wear and tear excepted) including, but
not limited to, all computer components, computer hardware, computer software,
files, records, documents, drawings, specifications, lists, equipment and
supplies, promotional materials, and similar items relating to the business of
Service 1st Bank.
10. In signing this Agreement, Xxxxxx Xxxxx has not relied upon
any representation or statement made by Service 1st Bank or by any
representatives or attorneys of Service 1st Bank about this Agreement. Xxxxxx
Xxxxx is advised to consult with an attorney prior to signing this Agreement.
11. This Agreement shall be binding upon the parties hereto and
upon their heirs, administrators, representatives, executors, successors, and
assigns, and shall enure to the benefit of said parties and each of them and to
their heirs, administrators, representatives, executors, successors and assigns.
Xxxxxx Xxxxx expressly warrants that he has not transferred to any person or
entity any rights, causes of action, or claims released in this Agreement.
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12. The parties hereto agree to submit any dispute arising out of
the terms or conditions of this Agreement, or breach thereof, exclusively to
binding arbitration before a neutral arbitrator pursuant to the procedures
established by the American Arbitration Association for resolution of employment
disputes.
13. Should any provision of this Agreement be declared or be
determined by an arbitrator empowered by this Agreement and/or by any court of
competent jurisdiction to be illegal, invalid, or unenforceable, the legality,
validity, and enforceability of the remaining parts, terms, or provisions shall
not be affected thereby, and said illegal, unenforceable, or invalid part, term,
or provision shall be deemed not to be a part of this Agreement.
14. This Agreement sets forth the entire agreement between the
parties and fully supersedes any and all prior agreements or understandings,
written or oral, between the parties hereto pertaining to Xxxxxx Xxxxx'x
employment with Service 1st Bank and the termination of that employment. Xxxxxx
Xxxxx specifically understands and agrees that once the terms of this Agreement
are met, Service 1st Bank owes no further obligation to Xxxxxx Xxxxx under any
prior written and/or verbal employment and/or compensation agreement.
Dated: 5/8/08 /s/ XXXXXX X. XXXXXX XXXXX
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XXXXXX X. XXXXXX XXXXX
Dated: 5/8/08 /s/ XXXX X. XXXXXX
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XXXX X. XXXXXX, Chairman, on behalf of
SERVICE 1ST BANK
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