Exhibit 10
SUPPLEMENTAL RETIREMENT AGREEMENT AND
RELEASE
For
value received, Bank of Lenawee, a Michigan corporation, and
Pavilion Bancorp, Inc., its holding company (herein collectively
referred to as “Bank of Lenawee” or
“Employer”), and Pamela Fisher (hereinafter referred to
as “Fisher”) agree as follows:
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1.
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Termination
of Employment. The
employment relationship between Fisher and Bank of Lenawee is
hereby terminated by mutual agreement effective April 28, 2006 (the
“Termination Date”). All employment and other
agreements, contracts, commitments and understandings between Bank
of Lenawee and Fisher whether written, oral or otherwise, are
hereby terminated, ended and void as of the Termination
Date.
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2.
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Consideration . In consideration of the release and other
promises made by Fisher in paragraphs 3, 4, 5, 6, and 7 of this
Supplemental Retirement Agreement and Release, and in full accord,
satisfaction and discharge of any and all obligations, agreements,
contracts, commitments, understandings, or otherwise, Bank of
Lenawee agrees to provide the following:
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A.
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To pay Fisher a
severance benefit consisting of salary continuation through June
30, 2006 at the rate of pay Fisher was earning as of April 28,
2006; and to pay Fisher an additional severance benefit equal to
two hundred fifty-thousand dollars ($250,000) payable over five (5)
years in annual installments of fifty thousand dollars ($50,000)
each July 1 st beginning July 1,2006. Such payments
shall be subject to withholding for applicable federal, state and
local income taxes and F.I.C.A.
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B.
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To provide
Fisher with medical and dental coverage until the first of the
month in which Fisher turns age sixty-five (65), September 1, 2014,
with premium payments to be made by the Employer. The coverage
provided shall conform substantially to that provided by the
Employer to its employees.
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C.
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To provide
medical and dental coverage to her current spouse through June 30,
2006; and to provide the option to extend medical and dental
coverage to her current spouse until September 1, 2014 as long as
Fisher is also enrolled and pays the additional premium of the
spousal coverage on a monthly basis.
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It is
understood that the foregoing payments and benefits provided by
Bank of Lenawee are good and valuable consideration for this
Supplemental Retirement Agreement and Release and do not constitute
monies or benefits to which Fisher is otherwise entitled as part of
her prior employment with Bank of Lenawee.
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The payments
referended in (A) and other obligations under this Supplemental
Retirement Agreement and Release are unfunded and unsecured
promises of the Employer to pay money or provide benefits in the
future. Fisher shall not have the right to assign or pledge her
interests in this Agreement to any other person except a named
beneficiary to receive benefits in the event of her death. If
Fisher dies before receiving the full amount under (A) above,
payments hereunder shall continue to be made to the named
beneficiary or her estate.
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3.
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Release by Fisher . In consideration of the payments and
benefits specified in Section 2 above, Fisher, on behalf of herself
and her heirs, legal representatives and assigns, hereby releases
and forever discharges Bank of Lenawee, Pavilion Bancorp, Inc. and
their Boards of Trustees, officers , divisions, units,
successors, assigns, affiliates, agents, employees, former
employees, and attorneys (hereafter “the Released
Parties”) of and from all actions, causes of action, claims,
demands, compensatory, exemplary, statutory and punitive damages,
costs, suits, debts, dues, sums of money, fees, covenants,
contracts, liens, controversies, agreements, promises, judgments,
liability and any and all consequential damages whatsoever, in law
or in equity, which against the Released Parties, Fisher,
individually or in any representative capacity had, now has or may
or shall have by reason of any matter, fact, representation, cause
or thing of any conceivable kind and character whatsoever, and
which have occurred up to and including the date this Supplemental
Retirement Agreement and Release becomes effective pursuant to
Section 9 of this Agreement. This Supplemental Retirement Agreement
and Release includes specifically, but not by way of limitation,
any and all claims of discrimination, wrongful discharge, breach of
contract, fraud, promissory estoppel, misrepresentation,
retaliation, all claims under or in connection with the Age
Discrimination in Employment Act (ADEA), the Older Workers Benefit
Protection Act, Title VII of the Civil Rights Act of 1964, the
Civil Rights Act of 1991, the Employee Retirement Income Security
Act of 1974, the Family Medical Leave Act, the Michigan
Elliott-Larsen Civil Rights Act, the Michigan Persons With
Disabilities Civil Rights Act, the Americans with Disabilities Act,
the Whistleblowers’ Protection Act, and any other Michigan
and Federal statutes and the common law of the State of Michigan
and the United States, actions based on tort, public policy,
defamation or injuries incurred on the job or incurred as a result
of loss of employment, and any and all claims and demands of every
conceivable kind based upon or in connection with or involving
Fisher’s employment and the termination of such
employment.
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Page 1 of 5
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Nothing in this
Supplemental Retirement Agreement and Release shall constitute a
waiver of any claim or right of Fisher that may arise from events
occurring after this Supplemental Retirement Agreement and Release
becomes effective, of claims for workers’ compensation or
unemployment compensation benefits, or of the right to file a
charge with or participate in an investigation conducted by the
Equal Employment Opportunity Commission. This release by Fisher
becomes effective and enforceable as provided in Section 9 of this
Agreement.
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4.
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Waiver of
Rights To Sue or Proceed . In further consideration of the receipt of the
consideration described in Section 2, I, Pamela Fisher, do hereby
covenant with the Released Parties that I will not sue or proceed
in any manner, whether at law or in equity, against any or all of
them, for or on account of any claim of any nature whatsoever,
including but not limited to any claim for injuries or
compensatory, exemplary, statutory or punitive damages as a result
of the events arising out of or relating in any way to the
termination of my employment or any events arising out of or
relating in any way to my former employment with Bank of Lenawee.
I, Pamela Fisher, hereby covenant and agree that this Supplemental
Retirement Agreement and Release may be pleaded as a full and
complete defense to, and be used as a basis for, an injunction
against any action, suit, or other proceeding which may be
instituted, prosecuted or attempted by me or by my respective
heirs, legal representatives or assigns in breach
hereof.
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5.
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Waiver of
Reinstatement and Reemployment . Fisher hereby expressly waives recall and/or
reinstatement to any position with Bank of Lenawee, and Fisher
represents and covenants and agrees that she will not in the future
seek or apply for employment, recall, reemployment or reinstatement
with Bank of Lenawee in any capacity.
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6.
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Purpose and
Intent . The parties
intend that this Agreement will irrevocably bar any action or claim
whatso
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