Exhibit 10.11
FULL AND FINAL RELEASE AND SEPARATION AGREEMENT
XXXXXX X. XXXX ("XXXX") and COMMUNITY CENTRAL BANK, a Michigan banking
corporation ("BANK"), enter into the following FULL AND FINAL RELEASE AND
SEPARATION AGREEMENT ("AGREEMENT") for an orderly separation of XXXX'X
employment with BANK and for the complete resolution of any claims or disputes
arising out of XXXX'X employment with or separation from BANK. XXXX and BANK
agree as follows:
1. XXXX'X last day of employment with BANK will be JULY 17, 2007, and XXXX
agrees that he will cease to accrue benefits under BANK'S Retirement Plan and
will cease to be entitled to have any contribution made on his behalf to BANK'S
401(k) Plan as of that date or to receive any other benefit unless specifically
set out in this AGREEMENT. XXXX will submit a letter of resignation effective
JULY 17, 2007, which BANK will accept.
2. BANK will pay XXXX all salary earned and all unused vacation benefits,
if any, to which XXXX is entitled, minus applicable withholding taxes, through
JULY 17, 2007. XXXX agrees that he is not entitled to any other compensation or
benefits of any kind from BANK except for any benefits to which he may be
entitled under the BANK Retirement Plan or the BANK 401(k) Plan that accrued
prior to JULY 17, 2007.
3. BANK will pay XXXX One Hundred Forty-Five Thousand Dollars,
($145,000.00) (minus applicable withholding taxes), subject to the provisions of
Paragraph 7, below. Payment will be made within ten (10) business days following
the later of the complete execution of this AGREEMENT or the expiration of the
revocation period set out in Paragraph 7, below, so long as this AGREEMENT is
signed by XXXX and not timely revoked by him. XXXX agrees that he has no right
to such payment except pursuant to this Release.
4. XXXX is entitled to maintain his group health plan coverage for up to
eighteen (18) months pursuant to COBRA. Subject to the provisions of Paragraph
7, below, the BANK will pay the premiums, necessary to continue XXXX'X COBRA
coverage for that eighteen (18) month period commencing with the first payment
due following the date on which this AGREEMENT becomes effective and ending with
the eighteenth such payment, or when XXXX finds other employment which provides
comparable coverage, which ever occurs first. XXXX'X eligibility for benefits
and the extent of XXXX'X coverage will continue to be governed by the terms of
the group health plan.
5. For and in consideration of the payments and agreements set forth in
paragraphs 3 and 4, above, XXXX does hereby release, acquit and forever
discharge BANK, its owners, stockholders, agents, employees, shareholders,
directors, officers, fiduciaries, administrators, representatives, subsidiaries,
attorneys, divisions, affiliated entities, partnerships, joint ventures,
successors or assigns (hereinafter collectively referred to as "BANK ET AL")
from any and all issues, charges, claims, demands, actions, causes of action and
claims for damages whatsoever including all claims for compensatory and
liquidated damages, whether known or unknown, suspected or unsuspected, and
whether founded in fact or in law, and any and all claims for injuries
whatsoever, as well as all claims for costs and attorney fees of every kind,
nature or description which XXXX has, may have, may have had or hereafter may
have upon or by reason of any matter, cause or thing whatsoever arising from
XXXX'X employment with
and/or circumstances leading to his separation of employment from BANK, which
has, had or may have occurred up to and including the date of this AGREEMENT,
including but not limited to any and all civil rights claims and/or any claims
arising under the Age Discrimination in Employment Act of 1967, the
Xxxxxxx-Xxxxxx Civil Rights Act, the Michigan Persons with Disabilities Civil
Rights Act, the Americans with Disabilities Act, the Family and Medical Leave
Act, the Older Workers Benefit Protection Act, the Employee Retirement Income
Security Act, the Fair Labor Standards Act, the Whistleblowers' Protection Act
and Title VII of the Civil Rights Act of 1964, as amended.
6. XXXX agrees that if he files a lawsuit or claim of any type in any forum
against BANK that has been waived in connection with this AGREEMENT, except for
an action pursuant to the Age Discrimination in Employment Act, he will return
to BANK all of the money received, including the value of all of the premiums
paid and benefits received from BANK, as a result of this AGREEMENT before
proceeding in any way with the lawsuit or claim. XXXX further agrees that he
will pay all the costs, expenses and attorney fees incurred by BANK in defending
against such a lawsuit or claim.
7. THE PAYMENT AND THE BENEFIT COVERAGE SET FORTH IN PARAGRAPHS 3 AND 4
ABOVE WILL NOT COMMENCE UNTIL XXXX EXECUTES THIS AGREEMENT AND THE REVOCATION
PERIOD SET OUT IN PARAGRAPH 15, BELOW, HAS EXPIRED WITHOUT THIS AGREEMENT HAVING
BEEN REVOKED. THE BANK WILL HAVE NO FURTHER OBLIGATIONS TO XXXX UNDER THOSE TWO
PARAGRAPHS IF XXXX FAILS TO EXECUTE THIS AGREEMENT OR EXECUTES BUT TIMELY
REVOKES THIS AGREEMENT.
8. XXXX understands and agrees that he has an obligation to inform BANK in
the event that he obtains other employment which provides group health care
coverage comparable to that which he is receiving pursuant to this AGREEMENT and
that upon obtaining such coverage, the benefit coverage set forth in paragraph 4
above will be discontinued and BANK will have no further obligations to XXXX
under that paragraph.
9. XXXX accepts the terms of this AGREEMENT, agrees that the AGREEMENT
provides him with payments and benefits to which he is not otherwise entitled,
and agrees that the AGREEMENT is not an admission of any liability to XXXX by
BANK.
10. XXXX understands and agrees that the terms of this AGREEMENT, including
the payments made to XXXX, shall be confidential and shall not be divulged to
any third party other than his spouse, attorney, financial advisor or as
otherwise required by law, without the prior written consent of BANK.
11. XXXX understands and agrees that he has had access to confidential,
proprietary business information of BANK as a result of employment, and XXXX
hereby agrees not to use such information personally or for the benefit of
others. XXXX also agrees not to disclose to any third party any confidential
and/or proprietary business information of BANK at any time in the future so
long as such information remains confidential.
12. XXXX understands and agrees that he will return any and all property in
his possession belonging to BANK, including but not limited to any computer
hardware, computer software, personnel files, financial records, documents,
agreements and keys.
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13. XXXX agrees that, while he may be employed by another bank or banking
corporation, during the nineteen (19) month period from July 17, 2007 until
February 17, 2009, unless expressly authorized by BANK, XXXX will not, directly
or indirectly, either on his own behalf or on behalf of any other person or
entity, solicit to provide banking services to any BANK CUSTOMER or solicit any
BANK employee to leave BANK or to seek employment elsewhere. For the purposes of
this provision, "CUSTOMER" means any person or entity that is or has been a
customer of BANK'S within one year prior to the date of this AGREEMENT or who
becomes a customer of BANK'S between now and February 17, 2009.
XXXX further acknowledges that any failure to comply with the terms of this
provision shall irreparably harm BANK and that BANK shall not have an adequate
remedy at law in the event of such non-compliance. XXXX acknowledges and agrees
that BANK shall be entitled to obtain a court order in any court of competent
jurisdiction preventing XXXX from committing, threatening, or continuing any
acts of material non-compliance with this provision, in addition to any or all
other remedies available in law or equity, XXXX agrees that BANK shall be
entitled to recover from XXXX all attorney fees, costs and expenses incurred by
or on behalf of BANK in enforcing this provision or any of BANK'S rights
hereunder.
XXXX further agrees that if it is judicially determined that he has
violated any of his obligations under this Paragraph 13, then the period
applicable to each obligation that he has been determined to have violated will
automatically be extended by a period of time equal in length to the period
during which such violation(s) occurred.
14. XXXX acknowledges that he was advised and had full opportunity to
consult with an attorney of his own choosing prior to executing this AGREEMENT .
15. XXXX further acknowledges that he was given a period of twenty-one (21)
days within which to consider this AGREEMENT. XXXX also understand that, during
the seven-day period following his signature on this AGREEMENT, he may revoke
this AGREEMENT and this AGREEMENT will not become effective or enforceable until
the seven-day revocation period has expired without his exercise of his right to
revoke.
16. This AGREEMENT shall be construed under the laws of the State of
Michigan.
17. It is further understood and acknowledged that the terms of this
AGREEMENT are contractual and not a mere recital and that there are no
agreements, understandings or representations made by BANK, its agents or
representatives, except as expressly stated.
18. Whenever possible, each provision of this AGREEMENT will be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this AGREEMENT is held to be prohibited by or invalid under
applicable law, such provisions will be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this AGREEMENT.
19. XXXX acknowledges that before signing this AGREEMENT consisting of four
(4) pages in total, he has read it, that he fully understands its terms, content
and effect, that he has
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had the opportunity to seek the advice of an attorney of his own choosing, that
he has had sufficient time to consider whether to enter into this AGREEMENT, and
that he has relied fully and completely on his own judgment in executing this
AGREEMENT.
IN WITNESS WHEREOF, XXXXXX X. XXXX has executed this FULL AND FINAL RELEASE
AND SEPARATION AGREEMNT and has acknowledged that he executed it as his own free
act and deed.
DATED:
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XXXXXX X. XXXX
ACKNOWLEDGMENT - The preceding document was acknowledged before me in
_____________________ County, Michigan on this ____ day of _______________, 2007
by Xxxxxx X. Xxxx.
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, Notary Public
County, Michigan
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My commission expires:
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COMMUNITY CENTRAL BANK
BY:
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ITS:
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DATED:
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Automobile Agreement
Community Central Bank ("Bank") agrees to pay Xxxxxx X. Xxxx ("Xxxx")
fifteen thousand dollars ($15,000.00) and to transfer to him the 2007 Cadillac
that has been provided to him by the Bank. Xxxx elects to keep and further
agrees to assume the lease on said vehicle. Payment will be made within ten (10)
business days of completion of the paperwork necessary to transfer the lease
into Xxxx'x name.
Community Central Bank
By:
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Its:
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Dated:
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Xxxxxx X. Xxxx
Dated:
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