EXHIBIT 10.1
REAFFIRMATION OF SEPARATION AGREEMENT
AND RELEASE OF ALL CLAIMS
This Reaffirmation of the Separation Agreement and Release of All
Claims ("Reaffirmation") is entered into between Xxxxxx Xxxxxxxx ("Xxxxxxxx")
and Xxxxxx Bank & Trust ("MBT").
RECITALS
X. Xxxxxxxx and MBT entered into a Separation Agreement and Release of
All Claims ("Agreement") dated November 25, 2002. A copy of the
Agreement is attached as Attachment A.
B. Pursuant to paragraph 4 of the Agreement, Xxxxxxxx agreed to sign any
other documents necessary to extend the provisions contained in the
Agreement at or before his Resignation Date as identified and
described in the Agreement.
X. Xxxxxxxx and MBT enter into this Reaffirmation as contemplated by
paragraph 4 of the Agreement.
In consideration of the continuation of the Agreement, Xxxxxxxx'x continued
relationship with MBT until his Resignation Date, and all other understandings,
arrangements and other good and valuable consideration, Xxxxxxxx hereby
reaffirms his commitment to and desire to be subject to the terms and conditions
set forth in the Agreement, including the release provisions set forth in
paragraph 5 of the Agreement, and MBT hereby reaffirms its obligations as
identified and described in the Agreement.
Dated: May 7, 2003 Xxxxxx X. Xxxxxxxx
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XXXXXX XXXXXXXX
Dated: May 7, 2003 MONROE BANK & TRUST
By: Xxxxxx X. XxXxxx
Its: Chairman & CEO
SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS
This Separation Agreement and Release of All Claims ("Agreement") is
entered into between Xxxxxx Xxxxxxxx ("Xxxxxxxx") and Xxxxxx Bank & Trust
("MBT").
RECITALS
X. Xxxxxxxx is currently an employee and appointed officer of MBT, and holds
certain positions of appointment with MBT Financial Corp. and MBT Credit
Company.
X. Xxxxxxxx and MBT believe that it is in their mutual best interest that
Xxxxxxxx discontinue his current position and duties as the Senior Vice
President of Finance for MBT, as well as his appointed positions with MBT
Financial Corp. and MBT Credit Company, and that Xxxxxxxx maintain only an
employment position with MBT through May 12, 2003.
X. Xxxxxxxx and MBT believe that it is in their mutual best interest that
Xxxxxxxx discontinue his employment and thereby resign from his employment
with MBT effective the close of business May 12, 2003.
X. Xxxxxxxx and MBT desire to enter into an agreement which describes the
nature and circumstances of Xxxxxxxx'x remaining employment with MBT, and
the circumstances controlling his eventual separation therefrom.
NOW, THEREFORE, in consideration of the agreements, understandings and
arrangements set forth below, Xxxxxxxx and MBT hereby agree to the following:
1. Xxxxxxxx acknowledges and agrees that he will discontinue serving in the
positions of Senior Vice President - Finance for MBT, Treasurer of MBT
Financial Corp. and board member, Treasurer and Secretary of MBT Credit
Company, effective the close of business December 31, 2002. From January
1, 2003, until the Resignation Date as identified in Paragraph 2 below,
Xxxxxxxx shall remain an employee of MBT in the position of Senior Vice
President - Special Projects, and shall perform those duties and
responsibilities which are specifically assigned to him by the President
and CEO of MBT, in the manner and to the extent required. Xxxxxxxx agrees
to execute any and all documents necessary to effectuate the discontinuance
of his positions, duties and responsibilities as Senior Vice President of
Finance for MBT, Treasurer of MBT Financial Corp., and board member,
Treasurer and Secretary of MBT Credit Company.
2. Xxxxxxxx hereby resigns his employment with MBT effective the close of
business May 12, 2003 ("Resignation Date").
3. Xxxxxxxx further agrees that, up to and through the Resignation Date,
Xxxxxxxx will provide his full cooperation and assistance to MBT, MBT
Financial Corp., MBT Credit Company, and all of their respective officers,
employees, vendors, suppliers, clients, and customers in his capacity as an
employee, including his full cooperation in bringing about a successful
transfer of his duties and responsibilities as a Senior Vice President of
Finance for MBT, Treasurer of MBT Financial Corp. and board member,
Treasurer and Secretary of MBT Credit Company.
4. Xxxxxxxx agrees to sign any other document(s) necessary to extend the
provisions contained in this Agreement, including the release provisions
contained in Paragraph 5 below, on or before the Resignation Date if and to
the extent requested by MBT.
5. Xxxxxxxx hereby releases and forever discharges MBT, its parent, affiliated
and related companies, corporations and associations, and all of their
respective present and former officers, directors, shareholders, agents,
employees, servants, attorneys, representatives, predecessors, successors,
and assigns from any and all known or unknown grievances, disputes, actions
causes of action; claims relating to appointment, employment, reemployment,
or reinstatement; claims at law or in equity, or sounding in contract
(including breach of express or implied employment contract) or tort,
arising under the common law, any federal, state or local statute or
ordinance, including, but not limited to, Title VII of the Civil Rights Act
of 1964, as amended (42 U.S.C.ss.2000e, et seq.), the Age Discrimination in
Employment Act, as amended (29 U.S.C.ss.621 et seq.), the Xxxxxxx-Xxxxxx
Civil Rights Act (MCL 37.2101 et seq.), and any and all actions, charges,
complaints or allegations which have been or could in the future be filed
with the Michigan Department of Civil Rights, the Michigan Department of
Industrial Services, the United States Equal Employment Opportunity
Commission, the National Labor Relations Board, and any other local, state
or federal administrative agency, which arise out of, or are connected
with, in any way, the employment of Xxxxxxxx with MBT, including his
eventual separation therefrom.
6. Xxxxxxxx, and any other person or entity acting on his behalf, agree that
they will not, at any time, disclose the terms and conditions of this
Agreement with any person or entity.
7. Notwithstanding the restrictions set forth in Xxxxxxxxx 0, Xxxxxxxx may
disclose the terms and conditions of this Agreement to his attorneys,
accountants, tax and financial advisors, the United States Internal Revenue
Service, the Michigan Department of Treasury, or any other state or federal
agency authorized by law to require such disclosure.
8. Xxxxxxxx agrees to refrain from disclosing to any person or entity not
employed with or affiliated with MBT any matters relating to the business
of MBT including, but not limited to, all financial and other confidential
information about or concerning MBT's clients, accounts, and customers.
Xxxxxxxx agrees to immediately return to MBT, all lists, documents,
business plans, loan documents, and other types of records, and any copies
thereof, which pertain to the business of MBT or any of its accounts,
clients, or customers. This restriction shall not be interpreted so as to
prohibit Xxxxxxxx from discussing his professional experience and abilities
with potential future employers.
9. Xxxxxxxx acknowledges that MBT, and its officers and employees have
developed and maintain well-respected reputations and valuable banking
relationships with individuals and business organizations throughout the
Monroe community. Xxxxxxxx agrees to refrain from taking any actions or
making any statements, oral or written, either during the remaining portion
of his employment with MBT, or at any time following his separation from
employment with MBT, which have the purpose or effect of injuring, or in
any way detracting from the reputation of MBT, its officers and employees,
and their relationships with others.
10. In consideration of the foregoing, MBT agrees to provide to or on behalf of
Xxxxxxxx the following:
A. MBT agrees to continue Xxxxxxxx'x employment with MBT in the
manner identified and described in Paragraph 1 above until the
Resignation Date.
B. MBT will provide Xxxxxxxx, for his continued employment until the
Resignation Date, the salary and benefits received by Xxxxxxxx at
the time Xxxxxxxx signs this Agreement.
C. MBT shall pay to Xxxxxxxx following the expiration of any seven
(7) day revocation period contained in any documents signed by
Xxxxxxxx in accordance with Paragraph 4 above, or within seven
(7) days of the Resignation Date, whichever last occurs, a lump
sum equal to one (1) year of salary at the salary rate paid to
Xxxxxxxx at the time that Xxxxxxxx signs this Agreement, less
applicable withholding taxes and amounts.
D. MBT shall pay to Xxxxxxxx a lump sum equal to five-twelfths
(5/12) of the bonus amount which Xxxxxxxx would have been paid
under the Monroe Bank & Trust Incentive Plan for calendar year
2003, less applicable withholding taxes and amounts. Such amount
shall be equal to fifty percent (50%) of Xxxxxxxx'x 2002 base
salary with the assumption that MBT will meet its 2003 Incentive
Plan goal. Such payment shall be made at the same time that the
payment under paragraph 10 C is made.
11. Xxxxxxxx acknowledges that, except for the consideration identified and
described in Paragraph 10 above, all compensation and benefits to which
Xxxxxxxx is entitled as an active employee of MBT shall cease upon the
Resignation Date. Notwithstanding the foregoing, nothing in this Agreement
shall be interpreted so as to deny Xxxxxxxx the right to receive any
retirement or retirement-related benefits to which he is otherwise
entitled.
12. Xxxxxxxx agrees that he will not seek employment, reemployment, rehire or
recall with MBT, or any of its subsidiaries, affiliated or related
companies or corporations, after the Resignation Date.
13. This Agreement is signed by Xxxxxxxx with the express understanding by
Xxxxxxxx of the following:
X. Xxxxxxxx acknowledges that he has been provided at least
twenty-one (21) days in which to consider this Agreement before
signing it. Xxxxxxxx may elect to sign this Agreement without
availing himself of the opportunity to consider its provisions
for at least twenty-one (21) days. Xxxxxxxx hereby acknowledges
that if decision is to shorten the time for considering this
Agreement, prior to signing it, that such decision is voluntary,
and such decision is not induced by MBT through fraud,
misrepresentation, or a threat to withdraw or alter the
provisions set forth in this Agreement in the event Xxxxxxxx
elects to consider the agreement for at least twenty-one (21)
days prior to signing it.
X. Xxxxxxxx acknowledges that he has had the right and benefit to
consult with an attorney about the contents of this Agreement
before signing it.
X. Xxxxxxxx understands that he may revoke this Agreement as it
relates to any potential claim that could be brought or filed
under the Age Discrimination in Employment Act, 29 U.S.C.
ss.ss.621-634, within seven (7) days after the date on which he
signs this Agreement, and that this Agreement, as it relates to
such a claim, does not become effective until the expiration of
the seven (7) day period. In the event that Xxxxxxxx wishes to
revoke this Agreement within the seven (7) day period, he must
provide such revocation in writing to Xxxxxxx Xxxxxx, Xxxxxx Bank
& Trust, 000 Xxxx Xxxxx Xxxxxx, Xxxxxx, XX, 00000.
X. Xxxxxxxx acknowledges and understands that he is receiving
consideration under this Agreement which he would not be entitled
to receive without having entered into this Agreement with MBT.
14. This Agreement sets forth the entire agreement entered into between
Xxxxxxxx and MBT as to the subject matters contained herein, and shall
supersede any and all prior agreements or understandings entered into
between the parties relating to the subject matters contained herein.
Should any provision of this Agreement be declared illegal or unenforceable
by any court of competent jurisdiction, and which cannot be modified to be
enforceable, such provision shall immediately become null and void, leaving
the remaining provisions of this Agreement to be in full force and effect.
15. This Agreement shall be interpreted pursuant to the laws of the State of
Michigan and shall be binding upon and shall inure to the benefit of the
parties herein, their respective successors and assigns.
Dated: November 25, 2002 Xxxxxx X. Xxxxxxxx
XXXXXX XXXXXXXX
MONROE BANK & TRUST
By: Xxxxxx X. XxXxxx
Its: President & CEO
