EXHIBIT 10.6
NOTICE: THIS AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT
TO THE SOUTH CAROLINA UNIFORM ARBITRATION ACT
SEVERANCE AGREEMENT
This Severance Agreement is entered into as of the 5th day of November,
2001, by and between Xxxxx X. Xxxxxx, ("Xx. Xxxxxx") and Carolina National
Corporation ("CNC").
For and in consideration of the agreements contained herein, intending
to be legally bound hereby, the parties agree as follows:
1. Xx. Xxxxxx hereby resigns as president and a director of CNC and as an
organizer and officer of Carolina National Bank & Trust Company (Proposed) (the
"Bank"). Xx. Xxxxxx hereby resigns from each and every other office or position
he holds with CNC or the Bank.
2. For a period of one year from the date hereof, CNC will:
(a) continue to pay Xx. Xxxxxx $11,250.00 per month (less any
required withholding for taxes or similar obligations);
(b) furnish or pay for health and dental insurance for Xx. Xxxxxx on
the same terms and conditions as was being provided on November
1, 2001; and
(c) continue to make lease payments on the automobile used by Xx.
Xxxxxx on November 1, 2001.
In order to assure the availability of funds to make such payments, within
fifteen days of the date of this Agreement CNC will deposit the sum of
$145,000.00 with Haynsworth Xxxxxxx Xxxx, P.A., to be held in its trust account
and disbursed upon written orders signed by the president of CNC certifying (i)
that the amount to be disbursed is for a current payment or reimbursement of
payment to or on behalf of Xx. Xxxxxx pursuant to this Section, or (ii) that all
amounts due or to become due to Xx. Xxxxxx pursuant to this Section have been
paid.
3. Within twenty business days of the date of this Agreement, CNC will
redeem 5,000 shares of CNC common stock from Xx. Xxxxxx for $50,000.00. The
redemption is conditional upon Xx. Xxxxxx'x surrender to CNC of certificates for
5,000 shares duly assigned to CNC.
4. Xx. Xxxxxx is hereby released from any and every obligation he had not
to compete with CNC or the Bank and every obligation under the Organizers'
Agreement and Subscription Agreement.
5. (a) Xx. Xxxxxx agrees that he will maintain in confidence all non-public
information in his possession about CNC, the Bank and any director or organizer
of either. Xx. Xxxxxx agrees not to disparage CNC, the Bank or any director,
organizer or other person connected with CNC or the Bank.
(b) CNC agrees that it will not and it will cause the Bank and each
officer, director and organizer of CNC or the Bank to not disparage Xx. Xxxxxx
or disclose any confidential information about Xx. Xxxxxx to a third party.
(c) Nothing in this Section 5 shall prevent any person from providing
truthful information to the OCC, FDIC or Federal Reserve.
6. Xx. Xxxxxx acknowledges that the payments and release in Sections 2, 3
and 4 hereby are in full satisfaction of each and every obligation to him of
CNC, the Board and, to the extent arising out of or being in connection with CNC
or the Bank, every director, officer or organizer of either.
7. Any dispute arising under this Agreement shall be resolved by binding
arbitration conducted in Columbia, South Carolina under the rules of the
American Arbitration Association then in effect.
8. This Agreement constitutes the entire agreement between the parties with
respect to the matters covered hereby.
9. This Agreement shall inure to the benefit of the parties hereto their
respective heirs, successors and assigns. This Agreement shall also inure to the
benefit of each officer, director or organizer of CNC or the Bank.
In witness whereof, the parties have executed Severance Agreement as of the
date first above written.
[SIGNATURES OMITTED]
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