EXHIBIT 10.40
SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF ALL CLAIMS
THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF CLAIMS (hereinafter
referred to as the "Agreement") is made and entered into on March 26, 1996 by
and between the following parties: Sierra Tahoe Bancorp; Truckee River Bank; and
Sierra Bank of Nevada, a Nevada Banking Corporation, its employees, officers,
directors, shareholders, affiliates, by and through its counsel (hereinafter
collectively the "Defendants"), and, Bank of Illinois in Dupage; Bank of
Xxxxxxxx; Bank of San Bernardino; Burlingame Bank and Trust Company; Cerritos
Valley Bank; Citizens Bank,Inc.; Clovis Community Bank; Xxxxxxxx Bank; El
Capitan National Bank; First National Bank; First National Bank of Durango;
First Citizens Bankshares, Inc.; Founders National Bank of Los Angeles; Good
Time Restaurant, Inc.; Great Valley Bank; Hergent National Bank; Humboldt Bank;
Imperial Thrift and Loan Association; Xxx Xxxxxx National Bank; Landmark Bank
Mid Cities; Mid-Peninsula Bank; National Bank of Coxsackie; National Bank of
Fairbury; National Bank of Xxxxxx; North County Bank; Ocean National Bank of
Kennebunk; Prior Lake State Bank; Republic Bank, Inc.; San Xxxxxx Bank; San Xxxx
National Bank; Shoreline Bank and Trust Company; Tri-State Bank; Union National
Bank & Trust Company; Union State Bank; Visalia Community Bank; and, Western
Sierra National Bank, their respective employees, officers, owners, directors,
shareholders, affiliates and agents, by and through its counsel (hereinafter
"Plaintiffs").
Plaintiffs and Defendants agree as follows:
W I T N E S S E T H:
WHEREAS, in 1994, the Plaintiffs initiated a legal action against the Defendants
known as American River Bank, et al. v. Mutual Fund, Inc., et al. in the United
States District Court, Central District of California, known as Case No. 94-7151
JSL (the "Pending Case"); and,
WHEREAS, without admitting or acknowledging any fault in bringing the action;
defending the action; or resolving the action, Plaintiffs and Defendants which
to fully settle, resolve and end the Pending Case and all the matters contained
therein, with prejudice;
NOW, THEREFORE, Plaintiffs and Defendants agree as follows:
1. INCORPORATION OF RECITALS. The above-referenced Recitals are hereby
incorporated into this Agreement by this reference as if set forth in full.
2. MUTUAL RELEASE. In consideration of the total sum of Thirty Five
Thousand Dollars ($35,000.00), and for good and valuable consideration recited
herein, the receipt and sufficiency of which are hereby acknowledged,
Plaintiffs, and each of them, hereby fully release and forever discharges the
Defendants, and each of them, the Defendants employees, officers, directors,
contractors and agents, from any and all present and future monetary or
nonmonetary responsibilities arising under or through the matters alleged in the
Pending Case, or matters reasonably related thereto. Said mutual release
includes, but is not limited to, any and all claims to damages, interest and
fees of any and all types (whether earned or unearned).
3. INDEMNIFICATION. Each party agrees not to, directly or indirectly, bring
any action against the other party, its affiliates, agents, employees or
officers in any court, tribunal, arbitration, mediation or other forum relating
to the Pending Case or matters reasonably related thereto. Should such an action
be brought in contravention of this Mutual Release, the party wrongfully
bringing such an action agrees, in addition to any other relief that may be
sought by the other party, to fully and completely indemnify the other party
against losses, costs or expenses associated thereby. Should any third party
bring an action against any one of the parties hereto, that party shall defend
that action without involving the other party. This Mutual Release shall be an
absolute preclusion from additional direct or indirect recovery from either
party as to the Pending Case, and matters reasonably related thereto.
4. MISCELLANEOUS. This Mutual Release is to be construed according to the
laws of the State of California and is intended to be a complete release. This
Mutual Release is binding upon the heirs, representatives and successors of each
of the parties hereto. Each party represents that they/it has the requisite
authority to enter into this Mutual Release. Once executed, this Mutual Release
will be valid and binding on each party hereto. No other act is necessary by
either party to make this Mutual Release effective. This Mutual Release is the
complete expression of the terms and conditions agreed upon by the parties
hereto and may not be alter or amended except in writing executed by both
parties. Plaintiffs and Defendants expressly waive any and all retained rights
or interests pursuant to Section 1542 of the California Civil Code. Section 1542
specifically states the following:
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.
IN WITNESS WHEREOF, we have executed this Settlement Agreement and Mutual
Release of Claims.
/s/ Xxxxx Xxxx
Xxxxx Xxxx, Esq.
Counsel for Plaintiffs
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx, Esq.
Counsel for Defendants
