EXHIBIT 10.19
VOLUNTARY RESIGNATION AND RELEASE
AGREEMENT
Between Hopson B.
Nance
and
Vesta Insurance Group,
Inc.
This Voluntary Resignation and
Release Agreement (“this Agreement”) between Hopson B.
Nance (“Nance”), his agents, attorneys, heirs,
executors, administrators, and assigns (collectively referenced
“Nance and his agents and assigns”), and Vesta
Insurance Group, Inc. (“Company”), and its every
parent, affiliate, and subsidiary, as well as each of the
foregoing’s officers, agents, directors, attorneys,
employees, servants, successors and assigns (collectively
referenced “Vesta”) controls the terms of the voluntary
resignation of Nance as the Chief Financial Officer of the Company,
the termination of the Employment Agreement between Nance and the
Company dated February 23, 2003 (“Employment
Agreement”), and the parties’ respective rights and
obligations after the execution of this Agreement.
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1.
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Consideration . As consideration for the release below and
other obligations of Nance and his agents and assigns specified
herein, upon execution of this Agreement, the Company agrees to
provide Nance with a check payable to Nance in an amount of
$275,000, less all applicable tax withholdings. In consideration of
such obligations by the Company and the execution of this
Agreement, Nance has executed this Agreement and has agreed to be
bound by each of the terms hereof.
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2.
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Voluntary
Resignation as CFO .
Nance agrees to voluntarily resign as Chief Financial Officer of
the Company upon the execution of this Agreement. Upon execution of
this Agreement, the Employment Agreement is hereby cancelled and
terminated in its entirety and shall have no further force or
effect. Nance’s voluntary resignation shall not be considered
to be a termination by the Company or termination by Nance for
“Good Reason” under paragraph 4(c) of the Employment
Agreement.
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3.
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Subsequent
Employment Relationship .
Upon execution of this Agreement, Nance will continue to be
employed by the Company as Senior Vice President with duties and
responsibilities as assigned to him by the Chief Executive Officer
or the Chief Financial Officer of the Company. In exchange for the
services rendered by Nance, Nance shall continue to receive his
current salary, employee benefits, fringe benefits and perquisites
until such time as his employment terminates. Upon termination of
Nance’s employment, all restricted stock and stock options
shall vest in the same manner as described in paragraph 4(c)(iv) of
the Employee Agreement. Nance’s employment subsequent to the
execution of this Agreement will be terminable at the will or
option of the Company at any time without prior notice, but in any
event will automatically terminate six months after the execution
of this Agreement.
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4.
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Release . For and in consideration of the promises and
obligations contained herein, the sufficiency of which is hereby
acknowledged, Nance and his agents and assigns do hereby
irrevocably and unconditionally waive, release, and discharge
Vesta
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from any and all obligations,
claims, actions, causes of action, demands, rights, damages, costs,
assessments, penalties, fees, and all other expenses whatsoever
(collectively “Claims”), arising from and under the
Employment Agreement, and the employment relationship created
thereby, including but not limited to paragraph 4(c) of the
Employment Agreement relating to entitlements, benefits and
compensation Nance were to receive in the event Nance is terminated
by the Company in violation of the Employment Agreement or by Nance
terminated his employment for Good Reason. Nance and his agents and
assigns further release Vesta from any Claims arising
unde
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