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EXHIBIT 10.11 SEVERANCE AGREEMENT AND GENERAL RELEASE

Release Agreement

EXHIBIT 10.11  SEVERANCE AGREEMENT AND GENERAL RELEASE | Document Parties: SHORE BANCSHARES INC | Avon Dixon Agency, LLC | Steven Fulwood You are currently viewing:
This Release Agreement involves

SHORE BANCSHARES INC | Avon Dixon Agency, LLC | Steven Fulwood

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Title: EXHIBIT 10.11 SEVERANCE AGREEMENT AND GENERAL RELEASE
Governing Law: Maryland     Date: 5/10/2005
Industry: Regional Banks     Sector: Financial

EXHIBIT 10.11  SEVERANCE AGREEMENT AND GENERAL RELEASE, Parties: shore bancshares inc , avon dixon agency  llc , steven fulwood
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EXHIBIT 10.11

 

SEVERANCE AGREEMENT AND GENERAL RELEASE

 

SEVERANCE AGREEMENT AND GENERAL RELEASE ("Agreement") made and executed as of March 21, 2005 by and between Avon Dixon Agency, LLC and its corporate parent, affiliates, and subsidiaries (the "Company") and Steven Fulwood ("Employee") residing at 8885 High Banks Drive, Easton, Maryland 21601.

 

W I T N E S S E T H

 

WHEREAS, Employee was employed by the Company pursuant to an Employment Agreement dated as of April 1, 2004 (the "Employment Agreement") through March 8, 2005("Termination Date"); and

 

WHEREAS, the Company terminated Employee's employment on March 8, 2005; and

 

WHEREAS, the parties desire to settle certain differences between them, including, but not limited to, any differences that might arise or be related to the Employment Agreement, the Employee's employment and the termination thereof.

 

NOW, THEREFORE, in consideration of the premises and mutual promises herein contained, it is agreed as follows:

 

1. TERMINATION OF EMPLOYMENT AGREEMENT . The parties acknowledge and agree that this Agreement terminates and supercedes all of the provisions of the Employment Agreement. Employee agrees and understands that Employee is not authorized to perform any work for, or to represent himself to others as an Employee of the Company after the Termination Date.

 

2. EMPLOYEE'S REPRESENTATIONS . The Employee represents that he has not filed any claims, complaints, charges or lawsuits (collectively "Actions") against the Company and any parent, subsidiary and related corporations and divisions of any of them, and the members, owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees and representatives of any of them with any governmental agency, arbitrator, or any court with respect to his employment or separation from employment, and that he will not do so at any time hereafter; provided, however, this clause shall not limit the Employee from filing a lawsuit for the sole purpose of enforcing his rights under this Agreement.

 

3. ACKNOWLEDGMENT OF PAYMENT AND RECEIPT . The parties acknowledge that all payments for wages and benefits due to the Employee have been paid by the Company and received by the Employee, and that there are no further obligations of the Company to the Employee.

 

4. PAYMENTS AND BENEFITS TO EMPLOYEE NOT REQUIRED BY LAW OR CONTRACT . In full settlement of all Claims as hereinafter defined in Section 9.A ("Release of the Company"), and in consideration of the promises contained in this Agreement, the Company shall provide the following to the Employee (hereinafter collectively referred to as "Settlement Benefits"):

 

A. Provided that Employee is not in breach of his representations, warranties, covenants or obligations under this Agreement: i) a lump sum of $21,100 for unused vacation, subject to withholding for applicable taxes and other amounts, payable on March 31, 2005, subject to Section 12 hereof; and ii) a severance payment in the amount of $35,166.67, which shall be payable to Employee over a period of two months commencing as of the Termination Date, payable, subject to Section 12 hereof, in equal amounts in accordance with the Company's payroll practices, and subject to withholding for applicable taxes and other amounts.

 


B. All Company medical and life insurance benefits shall terminate as of the date Company’s payment obligations cease pursuant to Section 4.A hereof and Employee shall not be entitled to any benefits hereafter, except as otherwise expressly provided in this Agreement or as otherwise required by law (e.g. COBRA). Nothing contained herein shall be construed to provide Employee with an entitlement to benefits greater than any other Company employee, and Employee acknowledges the right of Company to modify or reduce benefit programs to employees generally from time to time and in its sole discretion. Employee further understands that this Agreement waives any rights of Employee under any incentive, restricted stock, deferred compensation or bonus plan. Nothing contained in this Agreement shall affect any pension rights which Employee has.

 

C. The Company shall respond to any request for a reference from a prospective employer by providing a neutral reference consisting of only the Employee's dates of employment and position.

 

5. NO RE-EMPLOYMENT . The Employee acknowledges and agrees that the Company and any of its subsidiaries, affiliates or related companies are under no legal or contractual duty to re-employ, rehire or retain him in any capacity and that he will not apply for re-employment with the Company or any of its subsidiaries, affiliates or related companies in any capacity. Without limiting the generality of the foregoing, Employee will not reapply and the Company and its subsidiaries, affiliates or related companies will have no legal or contractual duty to hire or retain the Employee in any capacity, whether as an employee, consultant, director, independent contractor, distributor, broker, finder or in any other commercial relationship.

 

6. NO DENIGRATION .

 

A.   The Employee shall not denigrate or defame the Company, its subsidiaries, affiliates and related companies and their respective past, present or future officers, directors, employees or agents, or cause any negative publicity to be disseminated about the Company, its subsidiaries, affiliates and related companies and their respective past, present or future officers, directors, employees or agents and their respective products and services either orally or in writing. Without limiting the generality of the foregoing, Employee shall not, without the Company's prior written consent, in any manner disclose, divulge or discuss his tenure, relationship and performance with the Company and its subsidiaries, affiliates or related companies; provided, that, Employee shall be permitted to disclose the dates of his employment with the Company, his position and responsibilities and, only in connection with interviews for full-time employment, Employee shall be permitted to disclose only facts that the Company has publicly disclosed.

 

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B.    Company agrees it shall not denigrate or defame Employee, or cause any negative publicity to be disseminated about Employee.

 

7. CONFIDENTIALITY OF AGREEMENT .

 

A. The Employee shall keep the terms and conditions of this Agreement confidential except as may be required by law, and except that the Employee may discuss this Agreement with his attorney, if any, his accountant, Financial adviser or members of his immediate family residing with him, provided, in all cases, each such person agrees to keep the information confidential and not to disclose it to others. Employee recognizes that his breach of this confidentiality provision would result in a material breach of this Agreement. As it would be difficult to quantify the damages suffered by the Company from such breach, in the event of such breach, the Employee agrees to pay to the Company, as liquidated damages, an amount equal to the payments received hereunder by the Employee.

 

B. The Company shall keep the terms and conditions of this Agreement confidential except as may be required by law, rule or regulation, including the rules of a national securities exchange, except as is necessary or desirable in connection with the operation of its business or its financial disclosures and except as may be necessary in connection with any legal, administrative or regulatory proceedings.

 

8. EMPLOYEE'S AGREEMENTS AND REPRESENTATIONS . The Employee's right to receive the Settlement Benefits set forth in Section 4 above are specifically contingent on the following agreements and representations:

 

A. The Employee agrees that he will not attempt to gain access to the Avon Dixon Agency LLC or any of its insurance affiliates or subsidiaries (collectively “Avon Dixon”) offices or to contact Avon Dixon employees, consultants, directors, shareholders, customers, and other parties that have direct or indirect relationships with Avon Dixon , provided, however, that if the Employee has a bona fide business reason to contact Avon Dixon or any related party, such contact shall be made exclusively through Lloyd L. “Scott” Beatty or his designee. The provisions of this Section 8.A shall not restrict Employee from having contact with Avon Dixon personnel with whom Employee has developed a personal relationship, provided that such contact is purely social, no business directly or indirectly relating to the Company is discussed. The provisions of this Section 8.A shall not restrict Employee from banking with Company or utilizing financial services offered to the general public by Company.

 

B. The Employee acknowledges and represents that he has no Company property in his possession or control, nor has he disposed of any Company property since the Termination Date.

 

C. Without limiting the generality of Section 8.B hereof, the Employee represents, warrants and covenants that he has returned all Company credit cards, repaid all bonds, deposits and other amounts previously paid by or posted by the Company for Employee's benefit, and returned all Company property. Subject to Section 12 hereof, the parties hereto agree that Employee's payment obligation to the Company at signing shall be netted against the Company's payment obligation to Employee under Section 4.A hereof from the Termination Date to the date hereof. The Employee further acknowledges that he is no longer eligible to receive any perquisites for his benefit, and that the Company has terminated lease payments made by the Company in respect of any cars used by Employee, including insurance and related car payments. The Employee further represents and warrants that all ch


 
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