Exhibit 10.1
SEPARATION AGREEMENT
AND
GENERAL RELEASE OF ALL
CLAIMS
This Separation Agreement and
General Release of All Claims (hereinafter the
“Agreement”) is entered into as of the 10th day of
October, 2008, by and between H. Averett Walker
(“Executive”) and Security Bank Corporation
(“Employer”).
BACKGROUND
At a meeting of the Board of
Directors of Employer on September 16, 2008, Executive agreed
to resign as President and Chief Executive Officer of Employer, and
as a member of the Board of Directors of both Employer and Security
Bank of Bibb County, a wholly-owned subsidiary of Employer.
Executive’s resignation was expressly conditioned upon the
understanding that he would receive severance benefits pursuant to
his Amended and Restated Employment Agreement with Employer, dated
December 18, 2007 (the “Employment Agreement”).
Accordingly, the parties have agreed that Executive’s
resignation shall entitle him to the same severance benefits as if
Employer had terminated his employment without “Cause”
for purposes of the Employment Agreement and that the Employment
Agreement shall govern the parties’ rights and obligations
with respect Executive’s resignation in the same manner,
except as otherwise specifically provided herein. All capitalized
terms not otherwise defined in this Agreement shall have the
meaning provided in the Employment Agreement.
Now, therefore, in consideration of
the foregoing and of the mutual covenants and agreements set forth
herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Executive and
Employer agree as follows:
1. Termination of
Employment . Employer
and Executive acknowledge and agree that Executive’s
employment with Employer terminated effective September 16,
2008 (the “Separation Date”). Executive acknowledges
and agrees that, through the date of the execution of this
Agreement, Employer has met all of its obligations under the
Employment Agreement and all other agreements, plans, and
arrangements with Executive governing his employment and/or
compensation or benefits, including claims for reimbursement of
expenses incurred prior to the Separation Date under
Employer’s expense reimbursement policy. Employer agrees to
characterize Executive’s departure as a voluntary
resignation.
2. Accrued Obligations
. On September 30,
2008, Employer paid to Executive his unpaid base salary through the
Separation Date, plus 10 days’ worth of accrued vacation.
Employer has notified Executive of the impact of his termination of
employment with respect to benefits coverage under Employer’s
plans and policies and, consistent with its obligations under
federal law, will provide written notice of COBRA rights to
Executive.
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Executives’s Initials:
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Employer’s Initials:
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3. Separation Pay
. In addition, in
consideration for Executive’s agreement to release all claims
and agreement to all other terms herein, and the expiration of the
revocation period provided in Section 12, Employer shall pay
to Executive the aggregate sum of $845,932.00, less withholding for
taxes and other required items, in a lump sum on the earlier of
April 1, 2009 or Executive’s death. Such amount is equal
to two times the sum of Executive’s base salary ($350,000.00)
and his average annual cash incentive earned over the years
2003-2007 ($72,966.00). This amount is the cash severance benefit
Executive would have been entitled to receive pursuant to
Section 12.4 of the Employment Agreement if his employment had
been terminated without Cause.
4. Other Vested Benefits
. Executive shall be
entitled to any vested benefits he may have under Employer’s
Savings Incentive Plan (the “401(k) Plan”) and the
Supplemental Executive Retirement Agreement between Executive,
Employer, and Security Bank of Bibb County, dated August 22,
2005 (the “SERP”), that are applicable to him on the
Separation Date. Such benefits will be in accordance with and
subject to the applicable terms and conditions of such plans and
agreements.
5. Acknowledgment
. Executive acknowledges
that the payments and other benefits provided for in this Agreement
are provided in exchange for Executive signing this
Agreement.
6. General Release
. Executive hereby
releases and forever discharges Employer and all those associated
with it in the past, at present or in the future, including parent,
subsidiary and affiliate corporations, limited liability
corporations, partnerships, limited liability partnerships, its
directors, officers, members, managers, partners, employees,
attorneys, representatives, principals and age