SEPARATION, CONSULTING, AND MUTUAL GENERAL RELEASE AGREEMENT
Exhibit 10.1
Execution Copy
THIS SEPARATION, CONSULTING, AND MUTUAL GENERAL RELEASE AGREEMENT (the “Agreement”) is made
and entered into by and between Xxxxxx X. Xxxxx (“Xxxxx”) and Signature Group Holdings, Inc. a
Nevada corporation (herein “Signature” or “the Company”), formerly known as Fremont General
Corporation (“Fremont”), and successor in interest by merger as of June 11, 2010 (the “Effective
Date”), to Fremont Reorganizing Corporation (“FRC”), also formerly known as Fremont Investment &
Loan (hereinafter “FIL”). Xxxxx and Signature are collectively referred to herein as the
“Parties”.
WHEREAS, on June 4, 2010, Xxxxx pursuant to the terms of Section 9 (a) (iv) of the Employment
Agreement entered into by Xxxxx, the Company and FRC, provided advance thirty (30) days written
notice of his resignation from the position of Executive Vice President and General Counsel of the
Company and FRC; and
WHEREAS, effective as of July 5, 2010, the Company’s Board of Directors accepted the
resignation of Xxxxx and the employment agreement dated November 9, 2007 between the Company and
Xxxxx was terminated effective as of July 5, 2010; and
WHEREAS, the Company requested Xxxxx to continue to provide services to the Company after July
5, 2010, as the Company’s interim acting Chief Operating Officer and as the Company’s interim
acting Chief Legal Officer and so as to assist the Company’s Senior Executive Management with the
ongoing legal, business and strategic operations of the Company, immediately following its
successful Chapter 11,
reorganization and to facilitate a transition of the legal and operational responsibilities
present at the Company; and
WHEREAS, Xxxxx agreed to be subsequently employed by the Company on a month to month “at will”
basis subsequent to July 5, 2010 and Xxxxx continued to provide assistance and support to the
Company and to the Company’s Senior Management team through October 1, 2010; and
WHEREAS, the Company desires to document and enter into a consulting agreement with Xxxxx by
which the Company will continue to have the assistance, support, counsel and advice of Xxxxx for
the period from October 2, 2010 through and including December 31, 2010 and thereafter, as herein
provided; and
WHEREAS, the Company and Xxxxx have agreed upon a separation arrangement; and
WHEREAS, upon the conclusion of the parties’ employment relationship, (i.e., effective as of
October 1, 2010, the Parties desire to engage Xxxxx as an Independent Consultant on the terms and
conditions set forth herein; and
WHEREAS, the Parties desire to settle, fully and finally, differences between them which may
exist in connection with the employment relationship and the negotiated termination of that
relationship, as well as any related unknown and/or unasserted claims, in order to avoid the risks
and costs of litigation;
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NOW, THEREFORE, for good and valuable consideration, the Parties to this Agreement hereby
agree as follows:
1. Payments To Xxxxx — In consideration of the covenants undertaken and releases given herein
by Xxxxx, and in full satisfaction of the obligations of the Company under that certain Employment
Agreement dated November 9, 2007, (the “Employment Agreement.”), and in recognition of Xxxxx’x
performance as Executive Vice President and General Counsel during his employment with the Company
through July 5, 2010, and thereafter as the Company’s acting interim Chief Operating Officer and
acting interim Chief Legal Officer for the period from July 5, 2010 through October 1, 2010, which
October 1, 2010 date shall be deemed by the Parties to be the effective date of Xxxxx’x termination
of employment from the Company (herein the “Termination Date”), and in recognition of Xxxxx’x
agreement to provide continued consulting services to Company as set forth herein:
a. Effective as of October 2, 2010, Xxxxx will be retained by the Company as an Independent
Consultant and as may be requested by the Company through the Company’s Senior Management or Board
of Directors, Xxxxx will continue to provide services, counsel and advice to the Company, when and
as requested from time to time by the Company’s Senior Management and the Company will compensate
Xxxxx for the period October 2, 2010 through December 31, 2010 in the amount of $124,000 (October
2, 2010- through December 31, 2010), which payment or payments through December 31, 2010, as may be
made by the Company, shall be paid pursuant to
Paragraph 1 e., below and reported at year end 2011 as compensation paid to Xxxxx by way of
Form 1099.
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b. In addition to the consulting payment(s) to be made pursuant to paragraph 1 a, above, the
Company will pay to Xxxxx the total severance amount of Five Hundred Thousand Dollars
($500,000.00), less standard withholdings and deductions, provided that Xxxxx executes and does
not revoke this Agreement (all as provided in Paragraph 14 below). The severance payment under
this Paragraph shall be subject to applicable withholding and deductions as required by federal and
state law and shall be reported at year end 2011 via Form W-2 and shall be paid to Xxxxx pursuant
to Paragraph 1 e., below.
c. The Company will pay to Xxxxx, for reimbursement of certain legal expenses incurred by
Xxxxx during the course of his employment and in connection with the Chapter 11 proceeding
commenced by Fremont General Corporation and the preparation of this Agreement the amount of
$12,159.89. Xxxxx shall submit to the Company a copy of the invoices and payments made by Xxxxx
to document and evidence the legal expenses incurred by Xxxxx. The Company’s payment and
reimbursement of Xxxxx’x legal expenses made under this provision shall be made to Xxxxx or his
counsel pursuant to Paragraph 1 e., below.
d. Notwithstanding all of the dates referenced in Paragraph 1, the Company shall not take any
action hereunder, including but not limited to the payment of any severance amounts, until Xxxxx
has executed this Agreement, returned the executed
Agreement to the Company, and Xxxxx’x time to revoke this Agreement has expired without Xxxxx
revoking this Agreement.
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e. The Company shall pay Xxxxx the payment amounts noted above in Paragraphs 1(a), (b) and
(c), in four (4) equal quarterly installments, with such quarterly installment payments commencing
on January 1, April 1, July 1, and October 1, 2011. Except for the payments to be made under
Paragraphs 1(a), (b) and (c) hereof, the Company shall be absolved of its obligation to make any
future payments to Xxxxx in the event that Xxxxx fails to provide consulting services in accordance
with the terms of this Agreement.
2. As of the Termination Date, Xxxxx has resigned all of his officer and director positions
with the Company and their subsidiaries.
3. Group medical insurance coverage will continue to be provided to Xxxxx under the provisions
of COBRA for up to eighteen (18) months after Xxxxx’x Termination Date, provided Xxxxx properly
elects to enroll and obtain continued coverage under COBRA. Should Xxxxx elect to continue
coverage benefits under COBRA, Xxxxx will be responsible for any COBRA premiums to be paid.
4. Xxxxx shall direct all employment-verification inquiries to the Company’s Human Resource
Director or, in the absence of such an employee, the Company’s Chief Executive Officer. In the
event a prospective employer asks for an employment reference, the Company will verify the basic
facts of Xxxxx’x employment, to wit: date of hire, job titles and job assignments during his
tenure, and the date of his resignation. No
other information will be provided by the Company in response to any request for information,
in accordance with the Company’s general policy.
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5. Non Disparagement — Xxxxx and the Company agree that Xxxxx and the Company’s Officers and
Directors will refrain from all communications of any kind which disparage the reputation of the
Company or Xxxxx or any of the Company’s former or current directors, officers, employees, agents,
shareholders, attorneys and consultants, except to the extent required by Court order, by the
proper inquiry of a state or federal governmental agency, or by a subpoena to testify issued by a
Court of competent jurisdiction.
6. Consulting Services — In order to allow a smooth transition and not disrupt Company’s
business operations following Xxxxx’x Termination Date, upon Company’s request, Xxxxx agrees to
provide Company with his independent consulting services, which services include Xxxxx providing to
the Company any information and assistance (including, but not limited to, truthfully cooperating
and honestly assisting Company, to the best of Xxxxx’x ability) that the Company deems necessary,
consistent with Xxxxx’x historic services to Company and Xxxxx’x skills and abilities, in a
reasonable, timely, and clear manner, including, but not limited to, preparing for and attending
court proceedings, preparing for and attending depositions, assisting with the formulation of legal
strategies, and attending meetings (whether in person or telephonically).
a. Subsequent to December 31, 2010, if the Company should require or seek to have Xxxxx
provide consulting services, then the Company shall pay Xxxxx Three
Hundred Dollars ($300.00) per hour for each and every hour, with such payments being reported
at year’s end via Form 1099. As to any consulting services that Company should request Xxxxx to
provide, Xxxxx will make good-faith, commercially reasonable efforts to be available, to provide
such services, and subject to Xxxxx’x then-existing professional commitments. Xxxxx shall
periodically (monthly) submit Statement(s) detailing the number of hours and identifying the
specific matters worked on during the month at the request of the Company, for all such Consulting
Services worked performed by Xxxxx commencing on January 1, 2011. Such Statements shall be
reviewed and if approved by the Company shall be paid within thirty (30) days after receipt by the
Company.
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b. Company and Xxxxx will work together in good faith to try to find mutually agreeable times
for Xxxxx to provide consulting services as may be subsequently requested hereunder, consistent
with Company’s business needs and Xxxxx’x professional work and personal commitments.
c. To the extent Xxxxx is required to assist Company in this manner, Company will reimburse
Xxxxx for reasonable out-of-pocket expenses documented and associated with Xxxxx’x assistance.
d. In providing said consulting services, Xxxxx and Company intend that Xxxxx shall be an
independent contractor to the Company, and not an employee, agent, joint venturer, or partner of
the Company. Nothing in this Agreement shall be interpreted or construed as creating or
establishing the relationship of employer and
employee between Company and Xxxxx. Xxxxx is not subject to daily supervision by Company
concerning how, when and in what order Xxxxx’x consulting services are to be performed, and will
not be required to undergo training in any particular manner or method of performance by Company.
Xxxxx is free at all times to conduct his business in such manner as he sees fit, including through
the provision of consulting services to other entities. Xxxxx may allocate whatever portion of his
time is required to providing the requested services to Company as he may deem proper, and may
operate on his own schedule and on a non-exclusive basis with Company. Xxxxx is not entitled to
participate in any employee benefits plans provided by Company, including, but not limited to,
group health insurance, vacation pay, sick pay, and any profit sharing plan.
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7. Except as to such rights or claims as may be created by this Agreement, Xxxxx, on behalf of
himself and any heirs, executors, administrators, marital community, or assigns which he has or may
have at any time in the future, hereby irrevocably and unconditionally remises, releases, forever
discharges and covenants not to xxx the Company, and any predecessor, successor, parent, subsidiary
or affiliated corporation, and all present or former shareholders, directors, officers, agents,
employees, representatives, and attorneys, and all persons acting by, through, under or in concert
with any of them (collectively “Releasees”), or any of them, from any and all actions, causes of
action, suits, debts, charges, complaints, claims, liabilities, obligations, promises, agreements,
controversies, damages, and expenses (including attorneys’ fees and costs actually incurred), of
any nature whatsoever, in law or equity, known or
unknown, suspected or unsuspected, concealed or hidden, fixed or contingent, which Xxxxx ever
had, now has, or hereafter may have against the Releasees, from the beginning of time to the date
of this Agreement, including but not limited to any claims arising from any alleged violation of
any federal, state or local statutes, ordinances or common law, including but not limited to, Title
VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act (29 U.S.C. Section
621 et seq.), the National Labor Relations Act, the Fair Labor Standards Act, the Americans with
Disabilities Act, the Family and Medical Leave Act, the Equal Pay Act, the Employee Retirement
Income Security Act, the California Constitution, the California Government Code, the California
Labor Code, the California Civil Code, the California Business & Professions Code, the California
Penal Code, the California Fair Employment and Housing Act, the California Family Rights Act, or
any other federal, state or local law, regulation or ordinance (the “Settled Claims”). The Company
acknowledges that nothing in this Agreement in any way limits or affects the Company’s indemnity
obligations to Xxxxx, as contained in various agreements between Xxxxx and the Company, including
but not limited to the obligations contained in Indemnification Agreements dated December 13, 2007,
January 8, 2008, and June 11, 2010, and under any applicable law and common law rights as well
arising from employment.
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8. Except as to such rights or claims as may be created by this Agreement, the Company and its
predecessor, successor, parent, subsidiary or affiliated corporations, hereby irrevocably and
unconditionally remises, releases, forever discharges, and
covenants not to xxx Xxxxx from any and all actions, causes of action, suits, debts, charges,
complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, and
expenses (including attorneys’ fees and costs actually incurred), of any nature whatsoever, in law
or equity, known or unknown, suspected or unsuspected, concealed or hidden, fixed or contingent,
which the Company ever had, now has, or hereafter may have against Xxxxx, from the beginning of
time to the date of this Agreement, arising from or relating to Xxxxx’x employment relationship
with the Company, provided, however, that such release of Xxxxx shall not extend to any claims,
known or unknown, suspected or unsuspected, against Xxxxx which arise out of facts which are
finally adjudged by a court of competent jurisdiction to be a willful breach of fiduciary duty or a
crime under any federal, state, or local statute, law, ordinance or regulation, or which are based
upon facts which give rise to a recovery by Company under any applicable policies of insurance
solely as a result of actions or omissions by Xxxxx and as to which the insurer has a right to
subrogation against Xxxxx.
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9. Except as necessary to enforce the rights set forth in this Agreement, Xxxxx agrees,
promises and covenants that neither he nor any person, organization, or other entity acting on his
behalf, will file, charge, claim, xxx, participate or testify in (except as required by law), or
join or cause or permit to be filed, charged or claimed, any action for damages or other relief
(including injunctive, declaratory, monetary or other) against the Releasees with respect to the
Settled Claims which are the subject of this Agreement, except as compelled by order of a court or
as necessary to participate in an investigation
or proceeding conducted by the DFEH, EEOC, or other governmental agency. Except as necessary
to enforce the rights set forth in this Agreement, the Company agrees, promises and covenants that
neither it nor any person, organization, or other entity acting on its behalf, will file, charge,
claim, xxx, participate or testify in (except as required by law), or join or cause or permit to be
filed, charged or claimed, any action for damages or other relief (including injunctive,
declaratory, monetary or other) against Xxxxx with respect to the claims released in Paragraph 6,
except as compelled by order of a court or as necessary to participate in an investigation or
proceeding conducted by the DFEH, EEOC, or other governmental agency.
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10. Xxxxx acknowledges and understands that this Agreement does not prohibit Xxxxx from filing
an administrative charge or claim with: (a) the Equal Employment Opportunity Commission (“EEOC”) or
any state or local agency authorized by the EEOC to accept such charge or claim, or (b) the
National Labor Relations Board. This Agreement does, however, preclude Xxxxx from receiving any
monetary, injunctive, or other personal relief related in whole or in part to claims released in
this Agreement. Should any individual or entity who is not subject to this Agreement bring an
administrative charge, claim, or action against Company or any Releasee that results in assignable
recovery or relief for Xxxxx, Xxxxx waives any right to such recovery or relief and specifically
assigns to Company and/or any Releasee, as the case may be, the right to any such recovery or
relief arising from such proceeding.
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11. Xxxxx represents and warrants that he has all right, title and interest in, and that he
has neither conveyed, transferred, assigned, or hypothecated, nor purported to convey, transfer,
assign or hypothecate, either voluntarily or by operation of law, any of the claims released
pursuant to this Agreement. Xxxxx further represents and warrants that no other person,
organization, or entity has been subrogated to any of the claims released pursuant to this
Agreement. The Company represents and warrants that it has all right, title and interest in, and
that it has neither conveyed, transferred, assigned, or hypothecated, nor purported to convey,
transfer, assign or hypothecate, either voluntarily or by operation of law, any of the claims
released pursuant to this Agreement. The Company further represents and warrants that no other
person, organization, or entity has been subrogated to any of the claims released pursuant to this
Agreement.
12. This Agreement is not and shall not in any way be construed as an admission by the Company
that it violated any federal, state or local law, statute, ordinance or regulation or common law or
any other legal or equitable obligation that it has, or ever had, to Xxxxx, nor shall this
Agreement be construed as an admission of, or finding with respect to, any disputed fact or legal
contention. Rather, this Agreement constitutes the good faith settlement of disputed claims, and
the Company specifically disclaims any liability to Xxxxx on the part of itself, any predecessor,
successor, parent, subsidiary or affiliated corporation and its present and former shareholders,
attorneys, officers, agents, employees, and representatives. This Agreement is not and shall not
in any way be construed as an admission by Xxxxx that he violated any federal, state or local
law, statute, ordinance or regulation or common law or any other legal or equitable obligation
that he has, or ever had, to the Company, nor shall this Agreement be construed as an admission of,
or finding with respect to, any disputed fact or legal contention. Rather, this Agreement
constitutes the good faith settlement of disputed claims, and Xxxxx specifically disclaims any
liability to the Company.
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13. In order to achieve a full and complete release of the Releasees, Xxxxx acknowledges that
the release in this Agreement is also intended to include in its effect all such Settled Claims
whether or not Xxxxx knows or suspects them to exist in his favor at the time that he signs this
Agreement. Accordingly, Xxxxx waives all rights and benefits afforded by Section 1542 of the Civil
Code of the State of California and any similar state laws with respect to the Settled Claims, and
does so understanding the significance of that waiver. In order to achieve a full and complete
release of Xxxxx, the Company acknowledges that the release in this Agreement is also intended to
include in its effect all such claims released by the Company, whether or not the Company knows or
suspects them to exist in its favor at the time that it signs this Agreement. Accordingly, the
Company waives all rights and benefits afforded by Section 1542 of the Civil Code of the State of
California and any similar state laws with respect to the claims released in this Agreement, and
does so understanding the significance of that waiver. Section 1542 provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR.
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14. Xxxxx understands and agrees that, by entering into this Agreement: (a) he will on the
specific payment installment dates noted above receive consideration beyond that to which he was
previously entitled; (b) he has been advised to consult with an attorney before signing this
Agreement and he has thoroughly discussed all aspects of this Agreement with his attorney to the
extent he wished to do so; and (c) he has been offered the opportunity to evaluate the terms of
this Agreement for not less than forty-five (45) days prior to his execution of this Agreement.
Any changes, whether material or immaterial, made to this Agreement after it was first presented to
Xxxxx shall not restart the running of the 45-day consideration period. Xxxxx may revoke this
Agreement by providing written notice to the Company as specified in Paragraph 27 below so that
such notice is received by the Company no later than seven (7) days after Xxxxx’x execution of the
Agreement, and this Agreement shall become enforceable only upon the expiration of this revocation
period without prior revocation by Xxxxx.
15. Xxxxx is hereby informed that:
a. The Company’s Executive Vice President and Chief Financial Officer (Xxxx Xxxxxxx),
Executive Vice President, Chief Administrative Officer, Interim President and Interim Chief
Executive Officer (Xxxxxxx X. Xxxxxxx), and Executive Vice President and General Counsel (Xxxxxx X.
Xxxxx) constitute the decisional unit and will be considered for individually negotiated severance
benefits based upon their individual
cooperation and contributions to the Company since its emergence from bankruptcy on June 11,
2010.
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b. The employment relationship between the above-listed executives who constitute the
decisional unit and the Company has ended due to, in the Company’s opinion, the executives’
resignation of employment.
c. Employee is not eligible to participate in and receive a benefit under this Agreement:
i. unless employee signs this Agreement in accordance with the terms hereof; or
ii. if dismissed for a reason other than work force reduction or job elimination (including,
but not limited to, unsatisfactory performance, violation of Company policy or procedures, theft or
dishonesty, insubordination, misconduct, and/or the unauthorized use or disclosure of proprietary,
confidential and/or trade-secret information) regardless of whether the employee has received a
notice of involuntary termination that would otherwise qualify the employee for severance benefits.
d. Employee is presented, on Exhibit A hereto, a listing of the job titles and ages (as of
December 31, 2010) of all employees in the decisional unit who are eligible for and were offered an
individually negotiated severance package, and the job titles and ages (as of December 31, 2010) of
all employees in the same decisional unit who were not who are not eligible for and were not
offered an individually negotiated severance package.
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16. Xxxxx acknowledges that, by reason of Xxxxx’x position with Company, Xxxxx has been given
access to lists of customers, prices, business plans, financial data, and similar confidential and
proprietary materials and information regarding the Company’s and its clients’ business affairs.
Xxxxx represents that Xxxxx has held all such information confidential and will continue to do so,
and that Xxxxx will not publish or disclose and will not use such information and relationships for
any business (which term herein includes a partnership, firm, corporation or any other entity)
without the prior written consent of Company. Without the prior written consent of the Company,
Xxxxx agrees that for a period of eighteen (18) months immediately following the termination of
Xxxxx’x employment with the Company, (i.e., as an “At-Will” employee terminated effective October
1, 2010), Xxxxx shall not directly or indirectly solicit, induce, recruit, or encourage to leave
the employment of the Company (as an employee, independent contractor, or otherwise), such conduct
is referred to as “solicitation” any person who is then employed by the Company and/or its
affiliates or who left the employ of the Company and /or its affiliates less than one (1) year
prior to the solicitation.
17. As a result of the sums paid pursuant to this Agreement, Xxxxx acknowledges and agrees
that no earned wages are due to Xxxxx for any period of Xxxxx’x employment with Company.
Consequently, California Labor Code Section 206.5 is not applicable to the resolution of this
matter by the parties hereto. Section 206.5 provides in pertinent part as follows:
No employer shall require the execution of any release of any claim
or right on account of wages due, or to become due, or
made as an advance on wages to be earned, unless payment of such
wage has been made.
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18. Xxxxx agrees that Company has not made any representation to Xxxxx regarding the legal tax
consequences of any funds received pursuant to this Agreement. Xxxxx agrees to pay any federal or
state taxes remaining due that may be required to be paid with respect to this Agreement and agrees
to indemnify and hold Company and all Releasees harmless for any of Xxxxx’x tax liability
whatsoever.
19. Xxxxx represents that Xxxxx has not sustained any work-related injury or illness during
Xxxxx’x employment with Company, and that Xxxxx has not filed any and has no intention of filing a
claim for workers’ compensation benefits arising out of, or in the course of, Xxxxx’x employment
with Company. After execution of this Agreement, Company may, but is not required to, present for
approval to the Workers’ Compensation Appeals Board an appropriate stipulation or compromise and
release extinguishing any and all rights or claims Xxxxx may have under applicable workers’
compensation provisions. Xxxxx will cooperate fully in the execution of this documentation.
20. This Agreement shall be governed by, construed, and interpreted according to the
substantive laws of the State of California. This Agreement may be executed in counterparts, but
shall be construed as if signed in one document.
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21. No Party, nor any attorney for any Party, shall be deemed the drafter of this Agreement
for the purpose of interpreting or construing any of the provisions hereof, and no rule of
construction resolving any ambiguity against the drafting party shall be applicable to this
Agreement. The language in all parts of this Agreement shall in all
cases be construed as a whole, according to its fair meaning, and not strictly for or against
either the Company or Xxxxx. Section headings in this Agreement are for convenience only and are
not to be construed as a part of this Agreement or in any way limiting or amplifying the provisions
hereof. All pronouns and any variations thereof shall be deemed to refer to the masculine,
feminine, neuter, singular or plural, as the identifications of the person or persons, firm or
firms, corporation or corporations may require.
22. The Parties will execute such further papers or documents as shall be necessary or proper
in order to fulfill the terms and conditions of this Agreement.
23. This Agreement and the terms and conditions hereof were determined in arms’ length
negotiations by, between, and among the Parties and represent a final, mutually agreeable,
compromise.
24. This Agreement may not be revoked, amended, modified, or altered except through a written
agreement executed by both of the Parties.
25. If any term or provision of this Agreement, except for a term or provision relating to the
core purpose of this Agreement, is determined to be illegal or invalid, said illegal or invalid
terms or provisions shall not be deemed to be a part of this Agreement and the validity of the
remaining terms or provisions shall not be affected thereby.
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26. All claims, disputes, and other matters in question arising out of, or relating to, this
Agreement or the alleged breach thereof shall be decided by confidential arbitration in Orange
County, California in accordance with the employment dispute rules
of JAMS unless the Parties mutually agree otherwise. In any such arbitration, the prevailing
Party shall be entitled to an award of reasonable costs and attorney’s fees, in addition to any
other appropriate relief. This agreement to arbitrate shall be specifically enforceable under the
prevailing arbitration law.
27. All notices, requests, demands, and other communications required or permitted to be given
under the terms of this Agreement shall be in writing and shall be deemed to have been duly given
if delivered personally, transmitted by fax machine, or mailed first class, postage prepaid, or by
registered or certified mail, as follows:
If to Signature Group Holdings, Inc.:
Xxxxx Xxxxx
Chief Executive Officer & President
00000 Xxxxxxx Xxxx., Xxxxx 0000
Xxxxxxx Xxxx, XX 00000
Telephone: 000-000-0000 Facsimile: (000) 000-0000
Chief Executive Officer & President
00000 Xxxxxxx Xxxx., Xxxxx 0000
Xxxxxxx Xxxx, XX 00000
Telephone: 000-000-0000 Facsimile: (000) 000-0000
With copies to:
Xxxxx X. Xxxxxx, Esq.
Swerdlow Xxxxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
0000 Xxxxxxxx Xxxx., Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Telephone: 000-000-0000 x0000 Facsimile: 000-000-0000
Swerdlow Xxxxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx
0000 Xxxxxxxx Xxxx., Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Telephone: 000-000-0000 x0000 Facsimile: 000-000-0000
And to:
Xxxx X. Xxxxxxx, Esq.
Xxxxxxxxx, Xxxxxxx & XxXxxxxx, LLP
0000 XxxXxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx Xxxxx, XX 00000
Telephone: 000-000-0000 Facsimile: 000-000-0000
Xxxxxxxxx, Xxxxxxx & XxXxxxxx, LLP
0000 XxxXxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx Xxxxx, XX 00000
Telephone: 000-000-0000 Facsimile: 000-000-0000
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If to Xxxxxx X. Xxxxx:
Xxxxxx X. Xxxxx, Esq.
000 Xxxxxxx Xxx
Xxxx Xxxxx, Xxxxxxxxxx 00000
Telephone: 000-000-0000
000 Xxxxxxx Xxx
Xxxx Xxxxx, Xxxxxxxxxx 00000
Telephone: 000-000-0000
With a copy to:
Xxxxxxx X. Xxxxxx, Esq.
Xxxxx Xxxxxx Winter LLP
0000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Xxxxx Xxxxxx Winter LLP
0000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
28. This Agreement, including all exhibits hereto, sets forth the entire, complete and final
agreement between the Parties hereto, and fully supersedes any and all prior agreements or
understandings between the Parties hereto pertaining to the subject matter hereof, including but
not limited to the Employment Agreement(s). There are no other agreements, written or oral,
express or implied, between the Parties concerning the subject matter of this Agreement which are
not incorporated herein.
29. Xxxxx represents and certifies that he has carefully read and fully understands all of the
provisions and effects of this Agreement and that he has been given an opportunity to discuss all
aspects of this Agreement with his counsel and that he is voluntarily entering into this Agreement
with full and complete understanding of the terms and effects hereof. The Company represents and
certifies that it has carefully read and fully understands all of the provisions and effects of
this Agreement and that it has been given an opportunity to discuss all aspects of this Agreement
with its counsel and that it is voluntarily entering into this Agreement with full and complete
understanding of the terms and effects hereof. No Party, nor any Party’s agents, representatives
or
attorneys have made any representations concerning the terms or effects of this Agreement
other than those contained herein.
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30. Xxxxx acknowledges that any and all obligations of the Company under that certain
Employment Agreement dated November 9, 2007 between Royer, Fremont, and FRC are hereby terminated
as of the Termination Date. The Company acknowledges that any and all obligations of Xxxxx under
the Employment Agreement are hereby terminated as of the Termination Date, notwithstanding
Paragraph 18 of the Employment Agreement, and that Xxxxx has no continuing or further obligations
to the Company under the Employment Agreement. Xxxxx further acknowledges and represents that any
prior employment agreements with the Company, including the Employment Agreement, have been
terminated as of the Termination Date and are no further force or effect upon the Parties.
[Signatures on the next page.]
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EXECUTED this 27th day of December, 2010, at Orange County, California.
| /s/ Xxxxxx X. Xxxxx
|
EXECUTED this 22nd day of December, 2010, at Los Angeles County, California.
| Signature Group Holdings, Inc. | ||||
| /s/ Xxxxx X. Xxxxx
|
||||
| Its: Chief Executive Officer & President |
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EXHIBIT A
Employees in Decisional Unit Eligible For Severance Plan:
| Job Classification | Age (as of December 31, 2010) | |
Executive Vice President and Chief Financial
Officer
|
REDACTED | |
Executive Vice President, Chief
Administrative Officer, Interim President
and Interim Chief Executive Officer
|
REDACTED | |
Executive Vice President and General Counsel
|
REDACTED |
Employees in Decisional Unit Not Offered Severance Plan: |
| Job Classification | Age | |
NONE
|
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ACKNOWLEDGMENT AND WAIVER
I, Xxxxxx X. Xxxxx, hereby acknowledge that I was given 45 days to consider the foregoing
Agreement and knowingly and voluntarily chose to sign the Agreement prior to the expiration of the
45-day period. I have not been induced to sign this Agreement prior to the expiration of the
45-day period through fraud, misrepresentation, threat to withdraw or alter the Agreement prior to
the expiration of the 45-day period, or by providing different terms to me if I choose to sign the
Agreement prior to the expiration of the 45-day period.
I declare under penalty of perjury under the laws of the State of California and the United States of America that the foregoing is true and correct.
EXECUTED this 27th day of December, 2010, at Orange County, California.
| /s/ Xxxxxx X. Xxxxx
|
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