Exhibit 10.16
MUTUAL RELEASE
This MUTUAL RELEASE ("Agreement") is executed on October 31, 2003 and
effective as of November 6, 2003, by and among Empire Financial Holding Company,
a Florida corporation (together with all of its subsidiaries, the "Company"),
Xxxxx X. Xxxxxxx, Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxxx and Xxxx X. Xxxxxxxx
(collectively, the "Director Defendants"), Xxxxxxx X. Xxxxx First Revocable
Trust dated 5/13/1999 (the "Xxxxx Trust") and Xxxxxxx X. Xxxxx, an individual
residing at 000 Xxxxxxxxxx Xxx, Xxxx Xxxx, Xxxxxxx 00000 (collectively,
"Xxxxx").
RECITALS
WHEREAS, Xxxxx is a beneficial owner of shares of common stock, $0.01
par value, of the Company and is a director of the Company;
WHEREAS, Xxxxxxx Xxxxx was an officer and employee of the Company up
and until May 28, 2003; and
WHEREAS, in connection with the execution and delivery of that certain
Stock Purchase and Settlement Agreement, dated of even date herewith, by and
among the Company and Xxxxx (the "Settlement Agreement"), the Company and Xxxxx
simultaneously desire to resolve all contentions and obligations between them.
NOW, THEREFORE, in connection with the Settlement Agreement and in
consideration of the premises and agreements contained herein and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. RECITALS. The parties hereto agree that the foregoing recitals are
true and correct to the best of each party's knowledge and belief and are
incorporated herein by reference.
2. MUTUAL RELEASES.
(a) The Company, on behalf of itself and its officers,
directors and employees solely in their capacity as officers, directors
and employees of the Company and on behalf of the Company's successors
and assigns (collectively, the "Company Releasing Parties") and the
Director Defendants do hereby irrevocably remise, release and forever
discharge and shall hold harmless and indemnify (if any other person or
entity files a claim by, on behalf of, or through any Company Releasing
Party or any Director Defendant), Xxxxx from any and all costs
(including costs of suit, attorney's fees and expenses), expenses,
monies due or owing, suits, debts, obligations, claims, damages,
demands, liabilities, actions and causes of action of every kind and
character, known by the Company Releasing Parties or the Director
Defendants as of the effective date hereof, whether contingent or
absolute, which any Company Releasing Party or Director Defendant has
had or now has against Xxxxx, accruing by reason of any cause, matter
or thing whatsoever from the beginning of time to the effective date
hereof, arising out of or related to (i) Xxxxxxx Xxxxx'x employment
with the Company or any of its subsidiaries,
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Company:______ Xxxxx:______
(ii) all common law claims including claims in contract or tort, and
including, without limitation, breach of contract, breach of fiduciary
duty, intentional or negligent infliction of emotional distress,
misrepresentation, interference with prospective economic advantage,
interference with contractual relations, defamation, negligence, or
breach of the covenant of good faith and fair dealing, (iii) the
Company's initial public offering, (iv) that certain Employment
Agreement, dated December 27, 2001, by and between Xxxxxxx Xxxxx and
the Company (other than as provided in the Settlement Agreement), (iv)
that certain Employment Agreement, dated March 10, 2000, by and between
Xxxxxxx Xxxxx and the Company (v) that certain Shareholders Agreement,
effective as of March 13, 2000, by and among the Company, Xxxxx X.
Xxxxx and Xxxxx, (vi) that certain Voting Agreement, effective as of
March 13, 2000, by and between Xxxxx X. Xxxxx and Xxxxxxx Xxxxx and
(vii) any claims against Xxxxx and his agents, legal counsel and
accountants arising out of Xxxxx'x status as a director, officer,
employee or shareholder of the Company.
(b) Xxxxx, on behalf of himself individually and in any
capacity, including, without limitation, as an officer, director,
shareholder or employee of the Company or as trustee of the Xxxxx Trust
or any of its subsidiaries and his affiliates (including, without
limitation, the Xxxxx Trust), successors, and assigns (collectively,
the "Xxxxx Releasing Parties") does hereby irrevocably remise, release,
acquit and forever discharge and shall hold harmless and indemnify (if
any other person or entity makes a claim by, on behalf of, or through
any Xxxxx Releasing Party), the Company and its officers, directors
(including, without limitation, the Director Defendants), shareholders,
agents, legal counsel, accountants, service providers, employees,
successors and assigns (collectively, the "Company Released Parties")
(other than Xxxxx X. Xxxxxxxx) from any and all costs (including costs
of suit, attorney's fees and expenses), expenses, monies due or owing
(except for amounts held by the Company Released Parties in the
ordinary course of business in brokerage accounts), suits, debts,
obligations, claims, damages, demands, liabilities, actions and causes
of action of every kind and character, known by the Xxxxx Releasing
Parties as of the effective date hereof, whether contingent or
absolute, which any Xxxxx Releasing Party has had or now has against
any Company Released Party accruing by reason of any cause, matter or
thing whatsoever from the beginning of time to the effective date
hereof, including, without limitation, those arising out of or related
to (i) any claims for lost wages or benefits, stock options,
compensatory damages, punitive damages, attorneys' fees, equitable
relief, or any other form of damages or relief, (ii) all common law
claims including claims in contract or tort, and including, without
limitation, breach of contract, breach of fiduciary duty, wrongful
discharge (including claims for constructive discharge), intentional or
negligent infliction of emotional distress, misrepresentation,
interference with prospective economic advantage, interference with
contractual relations, defamation, negligence, or breach of the
covenant of good faith and fair dealing, (iii) the Company's initial
public offering, (iv) any claims against the Company and its officers,
directors, shareholders, agents, legal counsel, accountants, service
providers, employees, successors and assigns arising out of Xxxxx'x
status as a director, officer, employee or shareholder of the Company,
including, without limitation, any claims against (1) Xxxxxx Financial
Services, Inc. or any of its employees or agents and (2) Xxxxxxxxx
Traurig, P.A. and any of its affiliated entities and all of their
current or former respective officers, directors, partners, attorneys,
employees or agents,
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Company:______ Xxxxx:______
that were described in that certain suit captioned Xxxxxxx Xxxxx,
individually, and Xxxxxxx Xxxxx, as Trustee of The Xxxxx First
Revocable Trust dated 5/13/1999 derivatively on behalf of Empire
Financial Holding Company, x. Xxxxxxxxx Xxxxxxx, P.A. in the Circuit
Court of the Eighteenth Judicial Circuit in and for Seminole County,
Florida (the "Xxxxxxxxx Litigation"), and any other claims that Xxxxx
may have asserted against Xxxxxxxxx Traurig, P.A. and any of its
affiliated entities and all of their current or former respective
officers, directors, partners, attorneys, employees or agents arising
out of or related to their representation of the Company or its
subsidiaries or alleged representation of any officer or director of
the Company, (v) that certain Employment Agreement, dated December 27,
2001, by and between Xxxxxxx Xxxxx and the Company, (vi) that certain
Employment Agreement, dated March 10, 2000, by and between Xxxxxxx
Xxxxx and the Company, (vii) that certain Asset Purchase Agreement,
dated July 11, 2001, by and among the Company, Centennial Capital
Management, Inc. and Centennial Capital Holdings, Inc., (viii) any
claims for indemnification or contribution pursuant to the Company's
articles of incorporation or bylaws or any other agreement entered into
between the Company and Xxxxxxx Xxxxx (other than pursuant to the terms
of the Settlement Agreement) and any claims by Xxxxx for
indemnification or contribution relating to the Xxxxxxxx Litigation (as
hereinafter defined), (ix) that certain Shareholders Agreement,
effective as of March 13, 2000, by and among the Company, Xxxxx X.
Xxxxx and Xxxxxxx Xxxxx, (x) that certain Voting Agreement, effective
as of March 13, 2000, by and between Xxxxx X. Xxxxx and Xxxxxxx Xxxxx
and (xi) the Lease Agreements (as defined in the Settlement Agreement).
(c) The Company Releasing Parties do hereby agree to withdraw
and dismiss with prejudice all pending claims, complaints, charges,
suits, demands, actions and causes of action of every kind and
character wherein Xxxxx is named as a party, including, without
limitation, that certain suit captioned Empire Financial Holding
Company v. Xxxxxxx Xxxxx in the Circuit Court of the Eighteenth
Judicial Circuit in and for Seminole County Florida (Case No.
03-ca-1315-16-L). Subject to subsection (e) below, the Xxxxx Releasing
Parties do hereby agree to withdraw and dismiss with prejudice all
pending claims, complaints, charges, suits, demands, actions and causes
of action of every kind and character wherein any Company Released
Party is named as a party, including, without limitation, that certain
suit captioned Empire Financial Holding Company v. Xxxxxxx Xxxxx in the
Circuit Court of the Eighteenth Judicial Circuit in and for Seminole
County Florida (Case No. 03-ca-1315-16-L) and the claims and complaints
asserted in the Xxxxxxxxx Litigation.
(d) Xxxxx understands that the release in this Section 2
includes, without limitation, the release to any rights or claims Xxxxx
may have under (i) Title VII of the Civil Rights Act of 1964, which
prohibits discrimination in employment based on race, national origin,
religion or sex, (ii) the Americans with Disabilities Act and (iii)
claims pursuant to any other federal, state, or local law regarding
discrimination based on age, race, sex, pregnancy, religion, national
origin, marital status or disability, or any other unlawful basis,
claims for alleged violation of any other local, state, or federal law,
regulation, ordinance, public policy, or common law duty having any
bearing whatsoever upon the terms and conditions of, and/or the
cessation of Xxxxx'x employment with the Company. Xxxxx understands
that this also includes a release by Xxxxx of claims for
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Company:______ Xxxxx:______
breach of express or implied contract, wrongful discharge, constructive
discharge, breach of an implied covenant of good faith and fair
dealing, negligent or intentional infliction of emotional distress, and
any claim under the Employee Retirement Income Security Act of 1974
(except for claims for benefits under pension benefit plans, retiree
welfare benefit plans and employee welfare benefit plans for
occurrences arising after the execution of this Agreement). This
release is intended to cover all claims in existence as of the date of
this Agreement, including claims about which Xxxxx knows and claims
about which Xxxxx does not know.
(e) The Xxxxx Releasing Parties, the Company Releasing Parties
and Xxxxx X. Xxxxx do each hereby agree to withdraw and dismiss with
prejudice all pending claims, complaints, charges, suits, demands,
actions and causes of action of every kind and character wherein any of
them are named parties, including, without limitation, those certain
claims currently pending in a National Association of Securities
Dealers, Inc. (the "NASD") arbitration proceeding and in litigation
against the Company and Xxxxx brought by Xxxxx X. Xxxxxxxx in Florida
state court (collectively, the "Xxxxxxxx Litigation"); provided,
however, that Xxxxx shall continue to have the right to fully litigate
the Xxxxxxxx Litigation against Xx. Xxxxxxxx and the Company shall
retain all rights and claims against Xx. Xxxxxxxx. In the Xxxxxxxx
Litigation, the Xxxxx Releasing Parties and the Company Releasing
Parties shall modify the allegations made in the Xxxxxxxx Litigation to
eliminate any alleged wrongdoing on the part of the Company or any of
its officers, directors, employees (other than Xx. Xxxxxxxx), Xxxxx X.
Xxxxx, individually, or legal counsel and eliminate any alleged
wrongdoing on the part of Xxxxxxx Xxxxx.
(f) Claims released pursuant to the releases in this Section 2
include claims based on or arising out of fraud, negligence, gross
negligence, libel, slander or other tortious act on the part of any
person or entity being released pursuant hereto.
(g) It is the specific intent and purpose of this instrument
to be a full, final and complete, remise, release, discharge,
compromise, settlement, accord and satisfaction of any and all claims
or causes of action of every kind and character, whether known or
unknown, and whether specifically mentioned or not, which may exist or
might be claimed to exist from the beginning of time to the effective
date hereof.
(h) Each of the Company and Xxxxx acknowledges that it may
hereafter discover facts different from, or in addition to, those which
it or he, as the case may be, now believes to be true with respect to
any and all of the liabilities, claims, causes of action, damages,
costs or demands herein released.
(i) Each of the Company and Xxxxx acknowledges that it is
fully informed and aware of its or his, as the case may be, rights to
receive independent legal advice regarding the advisability of entering
into this release and has received independent legal advice from its or
his, as the case may be, attorney with regard to the advisability of
executing this release. Each of the Company and Xxxxx further
acknowledges that it or he, as the case may be, has made an
investigation of the facts pertaining to this release as
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Company:______ Xxxxx:______
it or he, as the case may be, has deemed necessary, and, further,
acknowledges that it or his, as the case may be, has not relied upon
any statement or representation of others.
(j) Notwithstanding anything in this Agreement to the
contrary, neither party is released from such party's covenants,
obligations, representations, warranties and agreements set forth in,
or the party's rights related to, (i) the Company's articles of
incorporation, bylaws or any other agreement solely relating to
indemnification or contribution by the Company to Xxxxx except in
connection with the Xxxxxxxx Litigation, (ii) this Agreement, (iii) the
Settlement Agreement or any Other Agreement (as defined in the
Settlement Agreement) and (iv) any existing or future director and
officer liability insurance purchased by the Company that benefits the
officers and directors of the Company generally.
3. NON-DISPARAGEMENT. Xxxxx hereby agrees not to make (including
orally, in writing or utilizing the Internet) any disparaging or negative
comment to any other person or entity regarding (a) the Company or its
directors, officers, employees, affiliates, legal counsel and accountants, (b)
his work conditions or (c) the circumstances surrounding this Agreement or his
separation from the Company. The Company and the Director Defendants hereby
agree not to make (including orally, in writing or utilizing the Internet) any
disparaging or negative comment to any other person or entity regarding (a)
Xxxxx or his legal counsel and accountants or (b) the circumstances surrounding
this Agreement or Xxxxx'x separation from the Company.
4. DUTY OF COOPERATION. Xxxxx agrees that following the date of this
Agreement he will provide full and complete cooperation as requested by the
Company or its legal counsel in the defense or prosecution of any threatened or
pending litigation or other claims relating to the Company or any of its
affiliates and shall make himself available upon reasonable notice to prepare
for and appear at deposition or at trial in connection with any such matters.
Unless Xxxxx is also a party to the litigation or the subject of the
investigation or inquiry in connection with which the cooperation is requested,
the Company shall reimburse Xxxxx for reasonable out-of-pocket expenses in
connection with his activities under this Section. The Company agrees that
following the date of this Agreement it will provide full and complete
cooperation as requested by Xxxxx or his legal counsel in the defense or
prosecution of any threatened or pending litigation or other claims relating to
Xxxxx'x role as an officer, director or employee of the Company and shall make
appropriate employees and documents of the Company available upon reasonable
notice to prepare for and appear at deposition or at trial in connection with
any such matters. Unless the Company is also a party to the litigation or the
subject of the investigation or inquiry in connection with which the cooperation
is requested, Xxxxx shall reimburse the Company for reasonable out-of-pocket
expenses in connection with the activities of the Company and its employees
under this Section.
5. DUTY TO FORWARD CORRESPONDENCE. Xxxxx agrees that following the date
of this Agreement, Xxxxx will continue to forward to the Company any mail and
other correspondence or communications relating to the Company received by
Xxxxx. The Company agrees that following the date of this Agreement, the Company
will continue to forward to Xxxxx any personal mail, personal e-mail to the
extent such e-mail is retained by the Company's computer server and other
personal correspondence or communications sent to Xxxxx that was received by the
Company.
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Company:______ Xxxxx:______
6. NON-ADMISSION OF LIABILITY. Neither this Agreement nor anything
contained herein shall constitute or is to be construed as an admission by the
Company or Xxxxx as evidence of any liability, wrongdoing or unlawful conduct.
7. CONFIDENTIALITY. Each party covenants and agrees that this Agreement
and its terms and conditions are, collectively and individually, confidential
and from the date of this Agreement forward, shall forever be kept fully
confidential and shall not in any manner or for any reason be disclosed by such
party without the express written consent of the other party except, on a "need
to know basis" (a) to Xxxxx'x immediate family members, all of whom shall be
informed of and be bound by the provisions of this Section, (b) to the Company's
officers and directors, all of whom shall be informed of and be bound by the
provisions of this Section, (c) such party's attorneys and accountants, (d) as
may be required by government agencies or stock exchanges, such as the Internal
Revenue Service, the Securities and Exchange Commission or the American Stock
Exchange and (e) pursuant to court order or subpoena compelling such disclosure.
Should either party or such party's representatives receive any such subpoena or
court order compelling disclosure, such party shall immediately notify the other
party so that it may have the opportunity to interpose an objection.
8. NO ASSIGNMENT. Except as provided herein, the parties hereby
represent and warrant to each other that they have not made any sale,
assignment, transfer, conveyance or other disposition of any of their actual or
potential claims, actions, cross-claims, counterclaims, defenses and causes of
action against each other and that they are authorized to execute, deliver and
perform under this Agreement.
9. TIME IS OF THE ESSENCE. Time is of the essence.
10. VENUE. Sole and exclusive venue for enforcement of this Agreement
and any subsequent court proceedings thereon or relating thereto shall be in the
trial courts in and for Seminole County, Florida.
11. WAIVER. The failure of any party to declare any default immediately
upon occurrence thereof, or delay in taking any action in connection therewith,
shall not waive such default, but the parties hereto shall have the right to
declare any such default at any time. No waiver by any party of a default by
another party shall be implied, and no express waiver by any party shall affect
any default other than the default specified in such waiver and then only for
the time and extension stated therein. No waiver of any term, provision,
condition or covenant of this Agreement by any party shall be deemed to imply or
constitute a further waiver by any party of any other term, provision, condition
or covenant of this Agreement. Notwithstanding any applicable law, the terms of
this Section and the other provisions of this Agreement may not be waived by any
prior, contemporaneous, concurrent, or subsequent course of dealing, course of
conduct or trade practice.
12. ARMS-LENGTH AGREEMENT. The parties hereto mutually acknowledge and
agree that this Agreement and the matters memorialized herein have been fully
negotiated with the assistance of counsel at arms-length. The parties further
stipulate and agree that (a) the choice of law, (b) venue and jurisdiction
clauses contained in this Agreement are reasonable, (c) that
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Company:______ Xxxxx:______
neither party had overwhelming bargaining power and (d) that all parties were
represented by counsel of their choice and were fully advised concerning this
Agreement.
13. ENTIRE AGREEMENT. The parties are not relying upon any prior,
contemporaneous, or concurrent oral, tacit, or written representation,
statement, letter agreement, understanding, side-deal, inducement, warranty, or
utterance as an inducement to enter into this Agreement. This written Agreement
constitutes the entire understanding of the parties with respect to the
disposition of the matters contained herein and all oral, tacit, or written
representations, side-deals, conversations, inducements, understandings,
warranties, utterances or agreements made prior to, contemporaneously with,
and/or concurrently with execution and delivery of this Agreement are merged
into this written document and are of no further force and effect.
14. MODIFICATIONS. No change, modification or waiver of any provision
of this Agreement or any exhibit hereto shall be valid or binding unless it is
in writing and signed by all parties to this Agreement. Notwithstanding any
applicable law, the terms of this Section and all other provisions of this
Agreement may not be waived by any prior, contemporaneous, concurrent, or
subsequent course of dealing, course of conduct, trade practice, or attempted
modification.
15. SUCCESSORS AND PARTIES IN INTEREST. This Agreement is binding upon
all parties and the respective officers, directors, shareholders, affiliates,
parent companies, subsidiaries, related entities, employees, representatives,
legal representatives, assigns, transferees, predecessors, heirs, partners,
principals, attorneys and agents.
16. CONSTRUCTION. This Agreement was negotiated and prepared by counsel
for the parties in an effort designed to meet their client's desires and needs.
This Agreement shall be interpreted without regard to any presumption or rule
requiring interpretation against the drafter or the party causing this
Agreement, or any part or provision thereof, or any instrument or judgment
thereunder, to be drafted, prepared or revised. The headings in this Agreement
are only for convenience and cannot be used in interpretation.
17. ATTORNEYS' FEES. In any proceeding to enforce or concerning this
Agreement, in addition to any other relief that the prevailing party may be
entitled to, the prevailing party shall be entitled to recover their attorneys'
fees and costs incurred at the trial and appellate levels, including, without
limitation, any attorneys' fees and costs incurred in litigating the entitlement
to and amount of such attorneys' fees and costs.
18. CHOICE OF LAW. This Agreement shall be construed in accordance with
the laws of the State of Florida, and any dispute arising out of, connected
with, related to, or incidental to the relationship between the parties in
connection with this Agreement, whether arising in tort, contract, equity, or
otherwise, shall be resolved in accordance with the internal laws (as opposed to
the conflicts of laws provisions) and decisions of the State of Florida.
19. SEVERABILITY. Wherever possible, each portion of this Agreement
shall be interpreted in such a manner as to be valid, effective and enforceable
under the applicable law. If any portion of this Agreement is held to be
invalid, illegal, against public policy, or unethical by a court of competent
jurisdiction or other regulatory or administrative authority, under the
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Company:______ Xxxxx:______
terms hereof, such provision shall be severed therefrom and such invalidity
shall not affect any other portion of this Agreement, the balance of which shall
remain in, and have its intended, full force and effect.
20. NOTICES. All notices permitted under this Agreement shall be sent
to:
FOR XXXXX: 000 Xxxxxxxxxx Xxx
Xxxx Xxxx, Xxxxxxx 00000
Attn: Xxxxxxx X. Xxxxx
Facsimile: 407.805.0900
WITH A COPY TO: Xxx & Amtzis, P.L.
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Attn: Xxxx Xxx, Esq.
Facsimile: 561.981.9980
FOR THE COMPANY: Empire Financial Holding Company
0000 Xxxx Xxxxx Xxxx 000
Xxxxxxxx, Xxxxxxx 00000
Attn: Xxxxx X. Xxxxx, Chief
Executive Officer
Facsimile: 407.682.1664
WITH A COPY TO: Xxxxxxxxx Xxxxxxx, P.A.
0000 Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxx, Esq.
Facsimile: 305.961.5531
and
Xxxxxxxxx Xxxxxxx, P.A.
000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxx Xxxxxx, Esq.
Facsimile: 407.841.1295
or such other addresses which the parties may designate in writing from time to
time.
21. COUNTERPARTS. If the parties deem it expedient, this Agreement may
be executed in counterparts, with each counterpart being of equal dignity.
22. FURTHER DOCUMENTS. In the event that further documents are required
or permitted to be executed in order to effectuate the purposes of this
Agreement, then each of the
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Company:______ Xxxxx:______
Company and Xxxxx hereby covenant and agree that they shall execute such
documents within three business days of receipt of such request, together with a
copy of the proposed documents.
23. MUTUAL SIGNATURE. The parties expressly acknowledge and agree that
this Agreement is not binding on any party unless and until it has been signed
by all parties in the spaces provided below or in counterparts.
24. LEGALITY. The parties represent, warrant and covenant that they
know of no reason why this Agreement is in violation of any federal, state, or
local statute, regulation, rule or ordinance.
25. JURY TRIAL. AS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT,
THE PARTIES HEREBY WAIVE ANY RIGHT TO A JURY TRIAL OR TO HAVE A JURY PARTICIPATE
IN RESOLVING A DISPUTE, WHETHER SOUNDING IN TORT, CONTRACT, EQUITY, OR OTHERWISE
ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT.
26. EFFECTIVE DATE. The mutual releases, covenants and agreements set
forth in this Agreement shall be effective as of the date of this Agreement.
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Company:______ Xxxxx:______
IN WITNESS WHEREOF, the undersigned have hereunto set their hand and
their seal effective as of the date set forth above.
Signed, sealed and delivered in the EMPIRE FINANCIAL HOLDING COMPANY,
presence of: a Florida corporation
Witness:
------------------------------
Print Name By: /s/ XXXXX X. XXXXX
---------------------------- --------------------------------
Xxxxx X. Xxxxx
Chief Executive Officer
Witness:
-----------------------------
Print Name:
---------------------------
Signed, sealed and delivered in the XXXXXXX X. XXXXX, individually and
presence of: as trustee of the Xxxxx Trust
Witness:
-----------------------------
Print Name: /s/ XXXXXXX X. XXXXX
--------------------------- ------------------------------------
Xxxxxxx X. Xxxxx
Witness:
-----------------------------
Print Name:
---------------------------
Signed, sealed and delivered in the XXXXX X. XXXXXXX, individually
presence of:
Witness:
-----------------------------
Print Name: /s/ XXXXX X. XXXXXXX
--------------------------- ------------------------------------
Xxxxx X. Xxxxxxx
Witness:
-----------------------------
Print Name:
---------------------------
Signed, sealed and delivered in the XXXXX X. XXXXX, individually
presence of:
Witness:
-----------------------------
Print Name: /s/ XXXXX X. XXXXX
--------------------------- ------------------------------------
Xxxxx X. Xxxxx
Witness:
-----------------------------
Print Name:
---------------------------
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Signed, sealed and delivered in the XXXXXXX X. XXXXXX, individually
presence of:
Witness:
-----------------------------
Print Name: /s/ XXXXXXX X. XXXXXX
--------------------------- ------------------------------------
Xxxxxxx X. Xxxxxx
Witness:
-----------------------------
Print Name:
---------------------------
Signed, sealed and delivered in the XXXX X. XXXXXXXX, individually
presence of:
Witness:
-----------------------------
Print Name: /s/ XXXX X. XXXXXXXX
--------------------------- ------------------------------------
Xxxx X. Xxxxxxxx
Witness:
-----------------------------
Print Name:
---------------------------
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STATE OF FLORIDA )
) SS:
COUNTY OF ORANGE )
The foregoing instrument was sworn to and acknowledged before me
October 31, 2003 by Xxxxx X. Xxxxx, as Chief Executive Officer of EMPIRE
FINANCIAL HOLDING COMPANY, a Florida corporation. He personally appeared before
me, is personally known to me or produced _________________________ as
identification, and did take an oath.
Notary:
----------------------------------
Print Name:
------------------------------
Notary Public, State of
------------------
My commission expires:
-------------------
STATE OF FLORIDA )
) SS:
COUNTY OF ORANGE )
The foregoing instrument was sworn to and acknowledged before me
October 31, 2003 by XXXXXXX X. XXXXX, individually and as trustee of the Xxxxx
First Revocable Trust. He personally appeared before me, is personally known to
me or produced _________________________ as identification, and did take an
oath.
Notary:
----------------------------------
Print Name:
------------------------------
Notary Public, State of
------------------
My commission expires:
-------------------
STATE OF FLORIDA )
) SS:
COUNTY OF ORANGE )
The foregoing instrument was sworn to and acknowledged before me
October 31, 2003 by XXXXX X. XXXXXXX, individually . He personally appeared
before me, is personally known to me or produced _________________________ as
identification, and did take an oath.
Notary:
----------------------------------
Print Name:
------------------------------
Notary Public, State of
------------------
My commission expires:
-------------------
12
STATE OF FLORIDA )
) SS:
COUNTY OF ORANGE )
The foregoing instrument was sworn to and acknowledged before me
October 31, 2003 by XXXXX X. XXXXX, individually. He personally appeared before
me, is personally known to me or produced _________________________ as
identification, and did take an oath.
Notary:
----------------------------------
Print Name:
------------------------------
Notary Public, State of
------------------
My commission expires:
-------------------
STATE OF FLORIDA )
) SS:
COUNTY OF ORANGE )
The foregoing instrument was sworn to and acknowledged before me
October 31, 2003 by XXXXXXX X. XXXXXX, individually. He personally appeared
before me, is personally known to me or produced _________________________ as
identification, and did take an oath.
Notary:
----------------------------------
Print Name:
------------------------------
Notary Public, State of
------------------
My commission expires:
-------------------
STATE OF FLORIDA )
) SS:
COUNTY OF ORANGE )
The foregoing instrument was sworn to and acknowledged before me
October 31, 2003 by XXXX X. XXXXXXXX, individually. He personally appeared
before me, is personally known to me or produced _________________________ as
identification, and did take an oath.
Notary:
----------------------------------
Print Name:
------------------------------
Notary Public, State of
------------------
My commission expires:
-------------------
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