Exhibit 10.12
TERMINATION AND RELEASE
AGREEMENT
This Termination Agreement (the
“Agreement”) is entered into as of the 1
st
day of January, 2005,
by and among Larry R. Mathews (“Employee”), Heritage
Financial Holding Corporation, a Delaware corporation
(“HFHC”), and Heritage Bank, an Alabama state banking
corporation (“Heritage Bank”).
WHEREAS, Employee has been employed
by HFHC and Heritage Bank pursuant to an Employment Agreement dated
January 23, 2003, by and among HFHC, Heritage Bank and Employee
(the “Prior Employment Agreement”); and
WHEREAS, pursuant to that certain
Agreement and Plan of Merger, dated July 15, 2004, as amended (the
“Merger Agreement”), by and among The Peoples Holding
Company, a Mississippi corporation (“Peoples”), The
Peoples Bank & Trust Company, a Mississippi banking association
(the “Company”), HFHC and Heritage Bank, a certain Plan
of Merger shall be effectuated with regard to such parties as of
the “Effective Time” (as defined in Section 1.2 of the
Merger Agreement); and
WHEREAS, Employee has entered into
an Employment Agreement among Employee and Peoples and the Company
(the “New Employment Agreement”) which New Employment
Agreement is conditioned upon the consummation of the said Plan of
Merger and shall be effective as of the Effective Time;
and
WHEREAS, as an inducement to Peoples
and the Company to enter into the Merger Agreement and to execute
and deliver the New Employment Agreement, and for other valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto wish to settle and release any and
all claims any party hereto may have against another party hereto
arising from Employee’s employment with HFHC and Heritage
Bank and the termination of the Prior Employment Agreement, upon
the following terms and provisions:
1. Prior Agreements . The
parties hereto agree that the Prior Employment Agreement shall be
terminated and of no further force and effect as of the Effective
Time. This Agreement shall be null and void ab initio and of
no further force and effect if the Effective Time does not occur or
the Merger Agreement is terminated prior to the Effective
Time.
2. No Additional Payment or
Benefits . No payments or benefits shall be made by the HFHC or
Heritage Bank to Employee, and Employee acknowledges that he has no
entitlement to, or any right to make any claims for any additional
payments or benefits from HFHC or Heritage Bank of any kind
whatsoever.
3. Release and Indemnification by
Employee .
A. In consideration of the promises
contained herein and in the New Employment Agreement, Employee, on
behalf of himself and his heirs, executors,
administrators, successors and assigns, hereby
fully and forever discharges and irrevocably releases HFHC and
Heritage Bank and all of their directors, officers, employees,
shareholders, affiliates, successors and assigns (the
“Released Parties”) from any and all claims, demands,
actions, suits, causes of action and liabilities of whatever kind
and nature, whether in law or in equity and whether known or
unknown, which he had, now has or hereafter can, shall or may have
against HFHC and Heritage Bank, for, upon or by reason of or
arising out of Employee’s employment with Heritage Bank and
the termination of the Prior Employment Agreement, including, but
not limited to, claims in equity or law for personal injury, breach
of contract, whether express or implied, or oral or written,
fraudulent inducement, defamation, mental anguish, intentional
infliction of emotional distress, prima facie tort, intentional
interference with contractual relations, injury to health and
reputation, claims under federal, state or local laws prohibiting
discrimination on the account of age, national origin, race, sex,
handicap, religion, and similar classifications, claims under the
Civil Rights Act of 1866, the Civil Rights Act of 1964, Title VII,
as amended, the Civil Rights Act of 1991, the Age Discrimination in
Employment Act of 1967, as amended (“ADEA”), the
Employee Retirement Income Security Act of 1974, as amended,
the
