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SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS

Release Agreement

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Title: SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS
Date: 10/16/2008
Industry: Regional Banks     Sector: Financial

SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS, Parties: security bank corporation
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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.

 

 

 

 

Executives’s Initials:

 

/ S / RW

 

 

Employer’s Initials:

 

/ S / AB


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


 
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