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EXHIBIT 10.11
SEVERANCE AGREEMENT BETWEEN COMMUNITY BANK & TRUST COMPANY
AND XXXX X. XXXXXXX
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COMMUNITY BANK & TRUST COMPANY
0 XXXXX XXXX XXXXXX
XXXXXX, XXXXX XXXXXXXX 00000
June 4, 1998
Xx. Xxxx X. Xxxxxxx
c/o Community Bank & Trust Company
0 Xxxxx Xxxx Xxxxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
Dear Xxxx:
This letter agreement (the "Agreement") will memorialize our mutual
understandings and agreements with respect to your resignation effective upon
the closing (the "Closing") of the sale of Community Bank & Trust Company (the
"Bank") to Carolina First Bancshares, Inc. ("Carolina First") pursuant to an
Agreement and Plan of Merger between the Bank and Carolina First dated as of
June 4, 1998 (the "Merger Agreement").
1. Resignation. You will continue to serve in your present capacity
and at your present levels of compensation to Closing and will use your best
efforts to facilitate the Merger and all related transactions and activities.
The Bank hereby accepts your resignation as an employee of the Bank, effective
as of the Closing of the Merger. All employment, severance and change in control
agreements are hereby terminated effective immediately and you shall have no
further benefits or rights thereunder, all of which, including any benefits,
rights to payment or payments thereunder that would otherwise arise or exist as
a result of the Merger are hereby waived by you and superseded in their entirety
by this Agreement; provided, that in the event the Merger Agreement is
terminated for any reason, all such agreements shall be reinstated in their
present form, and this Agreement shall be terminated and shall have no effect,
and no payment obligations shall be due hereunder.
2. Severance Payment. In consideration of your promises and covenants
contained in this Agreement, the Bank agrees to provide you, at the Closing, a
lump sum severance payment of $210,935.
3. Other Benefits and Payments.
(a) Pending Closing, you shall continue to be employed by the Bank and
shall render all services reasonably by the Bank of its Chief Financial Officer,
and shall continue to receive the same salary, vacation, health and welfare
benefits as presently provided to you.
(b) Vested Benefits. You will be entitled to any vested benefits you
may have under the employee benefit plans of the Bank as are applicable to you
at the Closing. Such benefits will be in accordance with and subject to the
applicable terms and conditions of such plans or agreements.
(c) COBRA Rights. You are reminded of your right to purchase continued
health insurance coverage for a period of up to eighteen (18) months pursuant to
the terms of applicable law.
(d) Expiration of Stock Options. You acknowledge and agree that all of
your currently vested options to purchase shares of stock of the Bank will
expire as of Closing, and thereafter will be of no force or effect. You further
acknowledge and agree that all of your options to purchase shares of stock of
the Bank that are not vested as of the date hereof are hereby terminated. and
have no further force and effect, and you waive all rights thereunder.
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You and we acknowledge and agree that the payments and benefits
described above may be taxable income, and we each covenant to comply with all
federal and state income and employment tax requirements, including all
reporting and withholding requirements, relating thereto.
4. Certain Covenants.
(a) Execution and Delivery of Certain Agreements. Each of the Bank's
directors and executive officers are executing and delivering Director
Agreements (or Shareholder Agreements, as the case may be), Affiliate Agreements
and Claims Letters in connection with the Merger Agreement. In consideration of
this Agreement and the payments and benefits to be made to you hereunder, you
will execute and deliver such agreements and letters and perform your
obligations thereunder, all of which shall continue in full force and effect.
(b) No Disparagement. You and the Bank agree that neither shall say,
write or communicate in any manner to any person or entity anything
substantially derogatory about the other, regardless of the truth or falsity of
the information; provided, that nothing contained herein is intended to or shall
limit the parties' abilities to comply with applicable laws, rules or
regulations, or to obtain any benefits under any bond and/or insurance policy.
In this connection, you specifically agree that, for purposes hereof, the "Bank"
means and includes the Bank, Carolina First and their affiliates, together with
their respective officers, directors, stockholders, employees, agents,
controlling persons successors and representatives.
(c) Return of Bank Property. Upon the Closing, you will deliver to the
Bank all property belonging to the Bank, including, without limitation, all
confidential information of the Bank then in your possession, including soft and
hard copies thereof, and all keys to the Bank premises.
5. General Release and Forbearance.
(a) Release by Xxxxxxx. You, for yourself, your successors, heirs,
legatees, personal and legal representatives, and assigns (the "Releasors"),
hereby forever release and discharge the Bank, Carolina First and their
affiliates, together with their respective officers, directors, stockholders,
employees, agents, controlling persons, successors and representatives (the
"Releasees") from any and all claims, demands, causes of action, suits,
contracts or liabilities whatsoever, in law or in equity, whether known or
unknown or suspected to exist by you, which you have had or may now have against
the Bank or any of such other Releasees arising from or connected with your
employment with the Bank or the termination of that employment (except for your
rights hereunder) (the "Release"). Such claims or causes of action shall
include, but not be limited to, (i) any claims, demands, suits or causes of
action (i) in connection with any privacy right, civil rights claim, claim for
emotional and mental distress; your employment with the Bank; or the termination
of that employment; or (ii) pursuant to any federal, state, or local employment
laws, regulations, executive orders, or other requirements, including without
limitation those that may relate to sex, race or other forms of discrimination,
including, without limitation, Title VII of the Civil Rights Act of 1964, The
Americans With Disabilities Act, and the Age Discrimination in Employment Act
Title VII of the Civil Rights Act of 1964; provided, however, that this Release
covers only claims that you may have under the Age Discrimination in Employment
Act as of the effective date of this Release. Without limiting the generality of
the foregoing, and except as expressly provided in Section 5(d) below, you
hereby acknowledge and covenant that you have knowingly relinquished and forever
released any and all rights and remedies which might otherwise be available to
you, including claims for back pay, liquidated damages, recovery of interest,
costs, punitive damages or attorneys' fees and charges, and any claims for
employment or reemployment with the Bank.
(b) Release By Bank. In consideration for your promises and covenants
contained herein, the Bank, for itself and its successors and assigns, and
except as expressly provided in Section 5(d) below, now and forever releases and
discharges you from any and all claims, causes of action, suits, damages and
demands of whatever nature in law or in equity which Bank has had or may now
have arising by reason of or in any way connected with any employment
relationship between you and Bank, or the termination of that employment
relationship; provided, however, your obligations under this Agreement, the
Affiliate Agreement, Shareholder Agreement and Claims Letter shall continue in
full force and effect and shall not be released hereby.
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(c) Forbearance. You shall forever refrain and forbear from commencing,
instituting or prosecuting any lawsuit, action, claim or proceeding before or in
any court, regulatory, governmental, arbitral or other authority, and whether at
law or equity against the Releasees or naming or joining the Releasees as
parties to collect or enforce any claims, demands, causes of action which are
released and discharged hereby. Bank likewise refrains and forbears from
commencing, instituting or prosecuting any lawsuit, action, claim or proceeding
regarding any claims, demands, causes of action, or suits released by it herein.
(d) No Unintended Amendments. Nothing contained herein is intended to
change, limit or release the parties' respective obligations and rights under
the related Claims Letter, Shareholder Agreement and Affiliate Agreements.
(e) Acknowledgments. You acknowledge that you have been advised in
writing to consult with an attorney before signing this agreement and the
Release. You acknowledge that you have read this Release and understand that it
is a general release of the Bank and the other Releasees from any past or
existing claim which you have against the Bank and the other Releasees,
including any claim relating to your employment or termination of employment
(except for your rights hereunder).
6. Prior Agreements. You and we agree that this agreement supersedes
and terminates any and all prior employment, separation, change in control,
severance or similar agreements, oral or written, between you and the Bank and
that the mutual benefits and obligations of each of the parties are solely as
provided for and contained in this Agreement, and in the related Claims Letter,
Shareholder Agreement and Affiliate Agreements.
Please sign and date this letter and the enclosed duplicate copy in the
space provided below and return one originally executed copy to the Bank.
Very truly yours,
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
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Title: Vice President
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THE EMPLOYEE ACKNOWLEDGES THAT HE HAS HAD A FULL OPPORTUNITY TO CONSULT
WITH AN ATTORNEY OR OTHER ADVISOR OF HIS CHOOSING CONCERNING HIS EXECUTION OF
THIS RELEASE AND THAT HE IS SIGNING THIS RELEASE VOLUNTARILY AND WITH THE FULL
INTENT OF RELEASING THE BANK AND THE OTHER RELEASEES FROM ALL CLAIMS SPECIFIED
HEREIN.
Acknowledged, understood and agreed as of the day and year first above written.
WITNESS
/s/ Xxxx X. Xxxx /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
