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SEPARATION AGREEMENT AND GENERAL RELEASE

Release Agreement

SEPARATION AGREEMENT AND GENERAL RELEASE | Document Parties: COMMUNITY CAPITAL BANCSHARES INC | Robert E. Lee  | Albany Bank & Trust You are currently viewing:
This Release Agreement involves

COMMUNITY CAPITAL BANCSHARES INC | Robert E. Lee | Albany Bank & Trust

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Title: SEPARATION AGREEMENT AND GENERAL RELEASE
Governing Law: Georgia     Date: 4/14/2006
Industry: Regional Banks     Sector: Financial

SEPARATION AGREEMENT AND GENERAL RELEASE, Parties: community capital bancshares inc , robert e. lee  , albany bank & trust
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EXHIBIT 10.19

 

SEPARATION AGREEMENT AND GENERAL RELEASE

 

THIS SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into by and between Robert E. Lee (“Executive”) and Albany Bank & Trust, a national bank, and Community Capital Bancshares, Inc., a bank holding company (collectively “Employer”).

 

STATEMENT OF FACTS

 

Executive desires to accept the following agreements, including, without limitation, certain additional consideration from Employer in return for Executive’s general release and non-disclosure agreements set forth below. Executive and Employer desire to settle fully and finally all differences and disputes between them, including, but in no way limited to, any differences and disputes that might arise, or have arisen, out of Executive’s employment with and separation from Employer and Executive’s resignation as an officer and director of Employer.

 

STATEMENT OF TERMS

 

In consideration of the mutual promises herein, it is agreed as follows:

 

1.    Non-Admission of Liability . Neither this Agreement nor Employer’s offer to enter into this Agreement shall in any way be construed as an admission by Employer that it has acted wrongfully with respect to Executive or any other person, or that Executive has any rights whatsoever against Employer. Employer specifically disclaims any liability to or wrongful acts against Executive or any other person, on the part of itself, its shareholders, officers, directors, employees, agents or representatives.

 

2.    Resignation of Employment . Executive acknowledges, understands and agrees that Executive voluntarily resigned from his employment with, and as an officer and director of, Employer and all affiliated entities on Friday, March 17, 2006 (the “Separation Date”). The parties agree that except as set forth herein, this Agreement terminates all aspects of the relationship between them. Executive therefore acknowledges, understands and agrees that Executive does not and will not seek reinstatement, future employment or return to active employment status with Employer. Executive further acknowledges, understands and agrees that Employer is under no obligation to consider Executive for reinstatement, employment, re-employment, consulting or similar status at any time.

 

3.    Effective Date . This Agreement shall become effective immediately following the seven (7) revocation period set forth in Section 11(e) (the “Effective Date”). As of the Effective Date, if neither party has revoked this Agreement pursuant to Section 11(e), this Agreement shall be fully effective and enforceable.

 



 

4.    Consideration . In full consideration and as material inducement for Executive’s signing of this Separation Agreement and General Release, the receipt, adequacy and sufficiency of which are hereby acknowledged:

 

(a)    Employer will continue paying Executive his current salary for one (1) year. Such payments will begin on Employer’s first regularly scheduled payroll date following the Effective Date of this Agreement. All legal deductions and required withholdings will be taken, consistent with Employer’s payroll practices.

 

(b)    Employer will continue Executive’s current health coverage with Employer, at the current cost to Executive or at the rates chargeable to Employer’s employees for benefit coverage, for one (1) year. Executive’s portion of the premium costs will be deducted from the payment set forth in Section 4(a) above. Executive will only be eligible for the health coverage described in this section to the extent Executive elects COBRA coverage.

 

(c)    Employer will pay Executive $50,000 in a lump sum from which all legal deductions and required withholdings will be taken, no later than ten (10) days following the Effective Date of this Agreement.

 

(d)    Employer will release Executive from the non-competition restriction in Alabama, by which he is bound under the employment agreement between the parties dated September 13, 2004 (“Employment Agreement”).

 

(e)    Employer will transfer to the Executive ownership of his business cell phone, but will not provide cellular service for such phone.

 

5.    Cessation of Authority . Executive acknowledges, understands and agrees that following the Separation Date, Executive is not authorized to incur any expenses, obligations or liabilities, or to make any commitments on behalf of Employer. Executive agrees to submit to the Chief Financial Officer of Employer (“CFO”) on or before the Effective Date, any and all expenses that were incurred by Executive on behalf of Employer (which have not previously been reimbursed) and any and all contracts or other obligations entered into by Executive on behalf of Employer (which have not previously been disclosed), including but not limited to any loans agreed to or memoranda of understanding entered into on behalf of the Employer. Employer agrees to reimburse Executive for reimbursable expenses incurred by Executive through his Separation Date which have not yet been reimbursed and which are promptly submitted to Employer, pursuant to Employer’s standard policies and procedures relating to reimbursement of expenses.

 

6.    Agreement Not to Disclose Trade Secrets and Confidential Information. Executive acknowledges, understands and agrees that in the course of employment with Employer, Executive has acquired Confidential Information and Trade Secrets, as those terms are defined below, concerning Employer’s operations, its policies and practices, its future plans and its methods of doing business, which information Executive understands and agrees would be extremely damaging to Employer if disclosed to a competitor or made available to any other person or entity. Executive acknowledges, understands and agrees that such information has been divulged to Executive in confidence. Executive agrees to protect and hold in strict

 

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confidence all Company Information, as that term is defined below, that Executive has received or created on behalf of Employer and that Executive will not, directly or indirectly, use, publish, disseminate or otherwise disclose any Company Information to any third party without Employer’s prior written consent, unless and until such time as the restrictions on Executive’s use or disclosure of such Company Information expire as set forth herein below. If a disclosure of Company Information is required by law, subpoena or court order, Executive agrees to give Employer the maximum feasible prior written notice of the legal justifications and requirements for any proposed disclosure of such information so that Employer may object to such disclosure if appropriate.

 

Executive further acknowledges, understands and agrees that Executive has complied with Employer’s policies and his Employment Agreement regarding the protection of Company Information, that Executive has held such information in trust and strict confidence, and that Executive will continue to do so according to the terms set forth in this Agreement.

 

The restrictions on Executive’s use or disclosure of all Company Information, as set forth above, shall survive for a period of two years; provided however, that the restrictions on the use or disclosure of Trade Secrets shall survive beyond such two year period for so long as such information qualifies as a Trade Secret under applicable law.

 

In view of the nature of Executive’s employment and Company Information which Executive has received or created during the course of Executive’s employment, Executive likewise acknowledges, understands and agrees that Employer would be irreparably harmed by any material violation, or threatened material violation of this Agreement by Executive and that, therefore, Employer shall be entitled to an injunction prohibiting Executive from any violation or threatened violation of this Agreement, and shall further be entitled to recover any damages proximately caused by such violation(s). The undertakings set forth in this section shall survive the termination of other arrangements contained in this Agreement.

 

“Company Information” means Confidential Information and Trade Secrets. However, “Company Information” does not include any information which: (i) at the time of disclosure to Executive, was in the public domain or was already lawfully in Executive’s possession without a breach of duty owed to Employer; (ii) after disclosure to Executive, is published or otherwise becomes part of the public domain without a breach of duty owed to Employer and through no fault of Executive; or (iii) was received after disclosure to Executive from a third party who had a lawful right to and, without a breach of duty owed to Employer, did disclose such information to Executive.

 

“Confidential Information” means any and all information of Employer other than Trade Secrets that has value and is not generally known to Employer’s competitors. This includes any information about Employer’s loan, accounting or financial practices or procedures; Employer’s operations; its future plans; actual or potential customers, vendors and suppliers; and its methods of doing business.

 

“Trade Secret” means information related to the business or services of Employer which: (i) derives independent actual or potential commercial value from not being generally known or

 

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readily ascertainable through independent development or reverse engineering by third parties who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts by Employer and such third parties that are reasonable under the circumstances to maintain its secrecy. Assuming the foregoing criteria in the immediately preceding clauses (i) and (ii) are met, Trade Secret includes business and technical information including, without limitation, designs, formulas, patterns, compilations, programs, devices, inventions, methods, techniques, drawings, processes, finances, and existing and future products and services of Employer.

 

7.    Return of Company Materials and Property . Executive acknowledges, understands and agrees that as a result of Executive’s employment with Employer, Executive has had in Executive’s custody, possession and control documents, data, materials, files and other items that are the property of Employer or its customers, including loan applications and portfolios and Company Information. Executive agrees that to the extent Executive has not already done so, Executive will turn over to Employer’s Chief Financial Officer on or before the Effective Date, all files (including loan files), memoranda, records, credit cards, manuals, computer equipment, computer software, pagers, cellular phones, facsimile machines, Company Information, and any other equipment or documents, and all other property of similar type that Executive received from Employer and/or that Executive used in the course of Executive’s employment with Employer and that is the property of Employer or its customers (including any electronic versions of such items). Executive further agrees that after returning any electronic or physical versions of such items, Executive will permanently delete and destroy any remaining electronic versions or physical copies in Executive’s possession, custody or control. Executive further acknowledges, understands and agrees that he is to return his laptop computer to the CFO without deleting or destroying any information thereon.

 

8.    Confidentiality of Agreement. Executive acknowledges, understands and agrees that Executive has kept and will keep the terms, amount, value, and nature of consideration paid to Executive, and the existence of this Agreement completely confidential, and that Executive will not hereafter disclose any information concerning this Agreement to anyone other than Executive’s immediate family, accountants, attorneys and other professional representatives who will be informed of and bound by this confidentiality clause.

 

9.    Non-Disparagement and Professionalism . Executive acknowledges, understands and agrees that Executive will not ma


 
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