EXHIBIT D
GENERAL RELEASE OF CLAIMS
In exchange for the valuable consideration set forth in the April 19, 2001
Letter Agreement (the "Letter Agreement"), by and among Xxxxxxx X. Xxxxx,
Xxxxxxx X. Xxxxxx, Xx., and Xxxxxx X. Xxxxxx, on the one hand, and People's
Bancshares, Inc., on the other hand, concerning the termination of the proxy
contest described in such Letter Agreement, Xxxxx, Xxxxxx, and Xxxxxx (the
"Releasors") hereby acknowledge and agree as follows:
1. Defined terms used herein have the meanings used in the Letter Agreement.
2. Each of the Releasors, on his own behalf and on behalf of his family
members, successors, assigns, heirs, beneficiaries, attorneys, partners,
limited partners, employees and agents (as applicable), and in his
individual capacity, his capacity as a member of the Xxxxx Group, and all
other capacities, hereby releases and discharges Bancshares, the Bank, and
their respective directors, officers and employees (the "Releasees") from
any and all charges, complaints, claims, liabilities, obligations,
promises, agreements, controversies, damages, actions, causes of action,
suits, rights, demands, costs, losses, debts and expenses, known or
unknown, which such Releasor may have had or may now have, own, or hold, or
claim to have, own, or hold against the Releasees up to the date of this
General Release other than a claim, if any, brought within 90 days from the
date of this General Release (i) against a current director or senior
executive of Bancshares or the Bank based solely upon such director's or
officer's breach of his or her duty of loyalty to Bancshares or the Bank or
(ii) against a former (but not current) director or senior executive of
Bancshares or the Bank based upon such former director's or officer's
malfeasance in his or her actions during his or her service with Bancshares
or the Bank ("Claims"). Each Releasor specifically waives any rights under
any statute, regulation or rule which purports to limit the right of
persons to release or waive unknown claims.
3. Each Releasor represents and warrants hereby that he has not filed any
complaints or charges asserting any Claims against the Releasees with any
local, state or federal agency or court, or assigned any such Claim to any
other person.
4. Each Releasor agrees (i) not to sue the Releasees for actions taken or
decisions made prior to the Releasors becoming members of the Board of
Directors of People's Bancshares, Inc. and (ii) not to be a party to any
suit regarding any matter within the scope of this General Release.
5. Each Releasor acknowledges that he has read the contents of the foregoing
General Release, that he has had the opportunity to review this General
Release with counsel of his choice.
6. This General Release and the Letter Agreement shall not become effective
until each of the Releasors have executed this General Release, whether or
not in counterparts, and returned such executed original signature pages to
Xxxxxxx X. Xxxxxxxxxxx, President and Chief Executive Officer of
Bancshares. This offer shall remain valid only until April 24, 2001, and
after that date it shall be deemed to be withdrawn.
EACH OF THE UNDERSIGNED HAS READ THIS GENERAL RELEASE THOROUGHLY,
UNDERSTANDS ITS TERMS AND HAS SIGNED IT KNOWINGLY AND VOLUNTARILY. EACH
UNDERSTANDS THAT THIS GENERAL RELEASE IS A LEGAL DOCUMENT AND WILL HAVE LEGAL
CONSEQUENCES.
Date: April 24, 2001 /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
Date: April 24, 2001 /s/ Xxxxxxx X. Xxxxxx, Xx
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Xxxxxxx X. Xxxxxx, Xx.
Date: April 24, 2001 /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
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