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
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
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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