EXHIBIT 10.1
SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement and General Release is entered into by and
between Xxxxx Xxxx and Citizen's Savings Bank and Trust Company,
Inc.(hereinafter "Citizen's Savings Bank and Trust Company") in order to
set out their agreement on the terms and conditions under which the
employment of Xxxxx Xxxx with Citizen's Savings Bank and Trust Company will
end.
The parties agree that:
1. Xxxxx Xxxx'x employment with Citizen's Savings Bank and Trust Company
will end on his effective date of resignation, February 15, 2003. It
is understood that Xxxxx Xxxx will fully perform his job duties until
February 15, 2003.
2. Xxxxx Xxxx'x Directorship and Officer positions with Citizen's
Savings Bank and Trust Company and Union Bankshares, Inc. will end on
his effective date of resignation, February 15, 2003.
3. Citizen's Savings Bank and Trust Company will pay Xxxxx Xxxx'x
current salary bi-weekly from his effective date of resignation,
February 15, 2003 through December 31, 2003. This includes payment
for all leaves accrued prior to the effective date of resignation.
It is agreed that these payments are made in compromise of a disputed
claim and are adequate consideration for this agreement.
4. Xxxxx Xxxx will be offered the opportunity to continue his medical
and dental benefits currently in effect under COBRA. A separate
COBRA notice will be sent to Xxxxx Xxxx following his effective date
of resignation. If Xxxxx Xxxx elects COBRA coverage, Citizen's
Savings Bank and Trust Company agrees to pay Xxxxx Xxxx'x healthcare
premium, less current employee contribution, through December 31,
2003 or until he is eligible for other healthcare coverage, whichever
shall first occur. Xxxxx Xxxx understands that he is responsible for
any premium payments after December 31, 2003. Xxxxx Xxxx will not
receive any other insurance or benefits.
5. For the purposes of this agreement not to compete:
"competitive area" means the area within a 15 mile radius of
Citizen's Savings Bank and Trust Company's principal place of
business on Railroad Street in St. Johnsbury, Vermont together with
the town of Littleton, New Hampshire; and
"competitive business" means the banking business in which Citizen's
Savings Bank and Trust Company is engaged consisting of deposit
accounts including certificates of deposit and money market accounts,
mortgage loans, personal loans, commercial loans, automobile loans,
trust accounts, trusteeships and sales of credit and debit card
accounts.
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Xxxxx Xxxx agrees that for a period of one year beginning on February
15, 2003 he will not personally solicit competitive business for a
financial institution in the competitive area or cause another person
to solicit such business. Xxxxx Xxxx further agrees that for a
period of one year beginning on February 15, 2003 he will not work
for a financial institution in an office located within the
competitive area.
6. It is understood that Xxxxx Xxxx will tell others only that he is
resigning from his employment with Citizen's Savings Bank and Trust
Company of his own volition and choice so that he may pursue other
interests. Xxxxx Xxxx also agrees not to disparage Citizen's Savings
Bank and Trust Company, Union Bank and/or Union Bankshares, Inc., its
Directors, Officers, Shareholders or employees.
7. Xxxxx Xxxx agrees to provide prompt responses to particularized
questions and requests for information relating to his management of
the Citizen's Savings Bank and Trust Company at reasonable times and
places until December 31, 2003 but for not more than 5 hours per
week.
8. In exchange for the actions to be taken by Citizen's Savings Bank and
Trust Company, set out above, Xxxxx Xxxx agrees to the following
general release:
a. Xxxxx Xxxx for himself, his successors, administrators, heirs
and assigns, hereby agrees to release, waive and forever
discharge Citizen's Savings Bank and Trust Company, Union Bank
and Union Bankshares, Inc., any affiliated company or
subsidiary, their predecessors, successors, affiliates,
assigns, shareholders, directors, officers, agents, employees
and/or representatives, whether past, or present or future
(hereinafter "the Released Parties"), from any and all actions,
suits, debts, demands, damages, claims, judgments, or
liabilities, including costs and attorneys' fees, whether known
or unknown, arising out of his employment by Citizen's Savings
Bank and Trust Company including, but not limited to, all
claims based on the Age Discrimination in Employment Act of
1967, as amended, 29 U.S.C.A. Section 621.
b. Further, except where prohibited by law, Xxxxx Xxxx agrees that
he will not file any statutory, civil or administrative claim,
action, complaint, or grievance or charge of any kind against
the Released Parties, relating to the separation of employment.
If Xxxxx Xxxx asserts such a claim, relating to the separation
of employment, Citizen's Savings Bank and Trust Company, Union
Bank, and/or Union Bankshares, Inc., shall be entitled to cease
making any payments under this Agreement. Xxxxx Xxxx further
understands that, if, after having signed this Agreement, Xxxxx
Xxxx files or causes to be filed, any lawsuit, charge,
complaint, grievance, or claim, relating to the separation of
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employment, including but not limited to, a claim for
unemployment compensation or administrative action asserting
any claim or demand which is within the scope of this
Agreement, then Citizen's Savings Bank and Trust Company, Union
Bank, and/or Union Bankshares, Inc. shall retain all rights and
benefits of this Agreement, and Citizen's Savings Bank and
Trust Company, Union Bank, and/or Union Bankshares, Inc. may
recoup the value of all payments and benefits paid pursuant to
this Agreement, whether or not the claim made by Xxxxx Xxxx, or
on Xxxxx Xxxx'x behalf is valid.
9. Xxxxx Xxxx has consulted with an attorney of his choosing about the
separation of his employment for more than 21 days prior to executing
this Agreement.
10. Xxxxx Xxxx has expressly been given the opportunity to be provided as
much as twenty-one (21) days within which to consider whether he
would sign this agreement. Xxxxx Xxxx understands that his decision
to execute the Agreement in fewer than 21 days has been made by him
after having the opportunity of consulting with an attorney and with
the express understanding that he has been given and has freely and
voluntarily declined the opportunity to consider the agreement for a
full 21 days.
11. Xxxxx Xxxx may revoke this Agreement within seven (7) days after it
is executed by giving written notice to Citizen's Savings Bank and
Trust Company's attorney Xxxxxxx X. Xxxx, Esq. at the following
address: Lamb & Xxxxxxxxx, PC, 000 Xx. Xxxx Xxxxxx, Xxxxxxxxxx, XX
00000. This Agreement shall not become effective until such
revocation period has expired.
12. Xxxxx Xxxx agrees to keep the terms of this Settlement Agreement and
General Release confidential and will not disclose the sums paid as
consideration to any person, persons or organization other than to
his attorney, his spouse, or his accountant or tax advisor and then
only to the extent necessary to prepare federal, state or local tax
returns or other documents required by law to be filed.
13. This Agreement contains the entire understanding between Xxxxx Xxxx
and Citizen's Savings Bank and Trust Company, relating to the
subject matter of his separation and Xxxxx Xxxx agrees that Citizen's
Savings Bank and Trust Company, Union Bank, and/or Union Bankshares,
Inc., has not made any oral or written promises to Xxxxx Xxxx that
are not fully or accurately set forth in this Agreement.
14. The provisions of this Agreement shall be construed in accordance
with the internal laws of the State of Vermont.
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15. In the event that any paragraph, subparagraph or provision of this
Agreement shall be determined to be partially contrary to governing
law or otherwise partially enforceable, the paragraph, subparagraph,
or provision and this Agreement shall be enforced to the maximum
extent permitted by law, and if any paragraph, subparagraph, or
provision of this Agreement shall be determined to be totally
contrary to governing law or otherwise totally unenforceable, the
paragraph, subparagraph, or provision shall be severed and
disregarded and the remainder of this Agreement shall be enforced to
the maximum extent permitted by law.
16. The parties acknowledge by signing this Agreement that they have read
and understand this document, that they have conferred with or had
opportunity to confer with an attorney regarding the terms and
meaning of this Agreement, that they have had sufficient time to
consider the terms provided for in this Agreement, that no
representation or inducements have been made to them except as set
forth herein, and that they have signed the same KNOWINGLY AND
VOLUNTARILY.
17. This Agreement may not be modified, altered or changed except upon
written consent of both parties.
(REMAINDER OF PAGE LEFT BLANK INTENTIONALLY)
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PLEASE READ THIS AGREEMNT CAREFULLY. This Separation Agreement and General
Release includes releases of known and unknown claims.
Date Received by Xxxxx Xxxx: January 31, 2003
Date Executed: January 31, 2003 /s/ Xxxxx Xxxx
----------------------------
Xxxxx Xxxx
Date Executed: February 3, 2003 The Citizen's Savings Bank
and Trust Company, Inc.
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Xxxxxxx X. Xxxxxxx,
authorized agent
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