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EXHIBIT 10.1
SEPARATION AGREEMENT AND GENERAL RELEASE
This
Separation Agreement and General Release (this “
Agreement
”) is made and entered into effective as of the 3rd day
of April, 2008, by and between Southern Connecticut
Bancorp, Inc., and its subsidiary, The Bank of Southern
Connecticut, Inc., having their principal place of business in
New Haven, Connecticut (collectively, the “ Company
”) and Michael M. Ciaburri, an individual residing in
Guilford, Connecticut (the “ Employee
”).
W
I T N E S S E T H :
WHEREAS,
the Employee has been a long-time employee of the Company,
most recently serving as its President and Chief Executive
Officer pursuant to that certain Employment Agreement by and
between the Employee and the Company dated February 27, 2008
(the “ Employment
Agreement ”); and
WHEREAS,
the Employee and the Company have agreed that the Employee
will resign from his employment with the Company, and the
Employment Agreement will be terminated, all pursuant to the
terms of this Agreement.
NOW,
THEREFORE, in consideration of the promises and the mutual
covenants herein contained, the parties hereto, intending to
be legally bound, do hereby mutually covenant and agree as
follows:
1.
Consideration and Benefits .
(a)
Separation Payment . The Company will pay the
Employee a separation payment of Three Hundred Thousand Dollars
($300,000) less all applicable federal, state and local taxes and
withholdings (the “ Separation
Payment ”). The Company will pay the
Separation Payment to the Employee upon the later of (a) the
Company’s receipt of this Agreement, fully-executed by
Employee; and (b) the expiration of the Revocation Period (as
defined below).
(b)
Restricted Stock . The Employee and the Company
acknowledge and agree that (i) the Employee was entitled to Seven
Thousand Five Hundred (7,500) shares of restricted stock of the
Company (the “ Shares
”), vesting over a three year period under the terms of the
Employment Agreement; (ii) Three Thousand (3,000) of the Shares
were vested as of December 31, 2007; and (iii) Four Thousand Five
Hundred (4,500) of the Shares remain unvested as of the date of
this Agreement and shall be forfeited by the Employee.
(c)
Health Insurance . In the event that the Employee
elects to continue his group medical, dental and vision
(collectively referred to hereinafter as “health”)
insurance pursuant to COBRA and timely completes and delivers all
documents necessary for such health insurance continuation, the
Company agrees to directly pay the COBRA premium payments until the
earlier of: (i) the date on which the Employee first becomes
eligible to obtain group health insurance through another employer;
or (ii) March 31, 2009. If the Employee still has not
secured alternate health insurance as of March 31, 2009, he may
continue group health insurance in accordance with COBRA at his own
expense.
(d)
401(k) Plan . The Employee shall be entitled to
the vested portion of his account in the Company’s 401(k)
Plan, in accordance with the terms and conditions of the 401(k)
Plan.
(e)
No Entitlement . The Employee understands,
acknowledges and agrees that he would not be entitled to the
Separation Payment described in Section 1(a) or the payment of
COBRA premiums described in Section 1(c) in the absence of this
Agreement.
2.
Termination of Employment Agreement . The
Employment Agreement is terminated effective as of April 3,
2008. The Employee shall voluntarily resign from all
positions he holds for the Company and its subsidiaries including,
without limitation, his position as an officer and director of the
Company, effective as of April 3, 2008. Except as
provided in this Agreement, the Employee shall have no right to any
further compensation or benefits from the Company, whether pursuant
to the Employment Agreement or otherwise.
3.
General Release of Claims; by the Employee . The
Employee, on behalf of himself and his heirs, legal representatives
and assigns, hereby knowingly and voluntarily waives, remises,
releases and forever discharges, to the extent such releases and
discharges are permitted by applicable law, the Company and its
officers, directors, employees, agents, affiliates and the
successors, assigns and legal representatives of the foregoing
(collectively, the “ Released
Parties ”), of and from all, and all manner of, action
and actions, cause and causes of action, suits, debts, dues, sums
of money, accounts, reckoning, bonds, bills, specialties,
covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, extents, executions,
claims and demands whatsoever, in law, in admiralty or in equity
(collectively, “ Claims
”) which against the Released Parties the Employee ever had,
now has or which the heirs, legal representatives or assigns of the
Employee hereafter can, shall or may have for, upon or by reason of
any matter, cause or thing whatsoever, whether known or unknown,
asserted or unasserted, suspected or unsuspected, whether or not
related to his employment or separation from employment with the
Company, from the beginning of the world to the date the Employee
signs this Agreement. Without limiting the generality of
the foregoing, the Employee specifically waives, remises, releases
and forever discharges his right to bring any Claims against the
Released Parties (a) under Title VII of the Civil Rights Act, the
Age Discrimination in Employment Act (including the amendments of
the Older Workers Benefit Protection Act of 1990), the Employee
Retirement Income Security Act, the Americans with Disabilities
Act, the Family and Medical Leave Act, the Connecticut Fair
Employment Practices Act, and any other federal, state or local law
dealing with discrimination on any basis, including but not limited
to sex, age, race, national origin, sexual orientation, veteran
status, marital status, religion, and physical and/or mental
disability; and (b) relating to or in connection with unpaid wages,
unpaid commissions, unpaid bonuses, unpaid overtime, accrued
vacation pay, breach of contract, breach of the implied covenant of
good faith and fair dealing, wrongful termination, violation of
public policy, retaliation, misrepresentation, defamation,
inflicti
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