Exhibit 10.1
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SETTLEMENT AGREEMENT AND TERMINATION OF LEASE
THIS SETTLEMENT AGREEMENT AND TERMINATION OF LEASE (the
"Agreement") is
made and entered into effective this 6th day of June, 2008 (the
"Effective
Date") by and between Ardmore, LLC, a Kentucky limited liability
company
("Landlord") and 1st Independence Bank, Inc., a Kentucky banking
corporation
("Tenant").
RECITALS
A. Landlord and Tenant have entered into that certain ground
lease
dated May 18, 2006 (the "Ground Lease") for certain leased premises
at the
southeast corner of Laurel Ridge Road and Outer Loop in Jefferson
County,
Kentucky (the "Leased Premises")
B. The parties are dispute as to whether the Ground Lease was
properly
terminated by Tenant and the parties desire to compromise each
other's claims
and to enter into a full and complete release of all matters and
liabilities
arising under the Ground Lease.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and
considerations set forth below, the receipt and sufficiency of
which is
acknowledged, Landlord and Tenant hereby agree as follows:
1. Consideration to Landlord. Tenant has paid to Landlord the sum
of
$325,000, as payment in full, and in full compromise and
settlement, of all
amounts due by Tenant under the Ground Lease. In addition, Landlord
shall
further retain the $10,000 security deposit made by Tenant under
Article 19 of
the Ground Lease.
2. Termination of Lease. The parties hereby terminate the Ground
Lease
which shall be null and void and of no further force and
effect.
3. Releases.
a. The Tenant's Release of Landlord. For and in consideration of
the
mutual promises and covenants set forth herein, the receipt and
sufficiency of
which is hereby acknowledged, the Tenant (for itself and its
successors and
assigns) hereby unconditionally RELEASES AND FOREVER DISCHARGES
Landlord and its
predecessors, successors, subsidiaries and affiliates (and their
current or
former officers, directors, members, employees, agents, partners,
principals,
managers, insurers, successors and assigns), from any and all
claims (including,
but not limited to, claims for attorneys' fees), demands, losses,
damages,
agreements, actions, liens, promises or causes of action (known or
unknown)
which the Tenant now has or may later discover or which may
hereafter exist
against them, or any of them, in connection with or arising
directly or
indirectly out of or in any way related to the Ground Lease, and
whether
pursuant to contract, common law, statute, ordinance, regulation or
otherwise.
b. Landlord's Release of the Tenant. For and in consideration of
the
mutual covenants set forth herein and conditioned upon the payment
by the Tenant
to Landlord of the amounts set forth in Paragraph 1 above, Landlord
(for itself
and its successors and assigns) hereby RELEASES AND FOREVER
DISCHARGES the
Tenant and its predecessors, successors, subsidiaries and
affiliates (and their
current or former officers, directors, members, employees, agents,
partners,
principals, managers, insurers, successors and assigns) from any
and all claims
(including, but not limited to, claims for attorneys' fees),
demands, losses,
damages, agreements, actions, liens, promises or causes of action
(known or
unknown) which Landlord now has or may later discover or which may
hereafter
exist against them, or any of them, in connection with or arising
directly or
indirectly out of or in any way related to the Ground Lease, and
whether
pursuant to contract, common law, statute, ordinance, regulation or
otherwise.
4. No Admission. Landlord and the Tenant agree that this
Agreement
shall not operate as an admission of liability on the part of any
party.
5. Cooperation. The parties agree that after the execution of
this
Agreement they will, without further consideration, execute,
acknowledge and
deliver in proper form any further instruments, forms, or other
documents, and
take such other action as the other party to this Agreement may
reasonably
require, in order effectively to carry-out the intent of this
Agreement.
6. Severability. The parties stipulate and agree that all clauses
and
provisions of this Agreement are distinct and severable, and it is
their intent
that in the event this Agreement is ever held to be invalid or
unenforceable (in
whole or in part) as to any particular type of cl
