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RELEASE AND SETTLEMENT
AGREEMENT
THIS RELEASE
AND SETTLEMENT AGREEMENT by and between CONSUMER PROGRAMS
INCORPORATED (the “Corporation”) and GARY W. DOUGLASS
(the “Executive”) is entered into as of this 31st day
of December 2008.
WHEREAS, the
Corporation and the Executive entered into an Employment Agreement
dated as of April 8, 2002, as amended by that certain
Amendment to Exhibit C dated as of October 1,
2003, the Second Amendment to Employment Agreement dated
as of July 3, 2007 and the Second Amendment to Exhibit C dated as
of April 10, 2008 (as amended, the “Employment
Agreement”); and
WHEREAS,
Subsections 4(a)(relating to death benefits), 4(b)(relating to
disability benefits), 4(c)(relating to supplemental retirement
benefits), and 4(d)(relating to survivability of death and
supplemental retirement benefits) of Exhibit C to the
Employment Agreement provide Executive with certain Death Benefits,
Disability Benefits and Supplemental Retirement Benefits
(collectively referred to herein as the “SERP
Benefits”) that provides for monthly payments to Executive or
his beneficiaries for a period of at least two hundred forty (240)
months in the event of death or retirement and for disability
payments until the earlier of death or Executive reaches age 65 if
Executive’s employment terminates as a result of disability;
and
WHEREAS, Executive is 100% vested in his SERP
Benefits; and
WHEREAS, the Corporation and the Executive have
agreed to a lump sum payment of the SERP Benefits at a negotiated
discount in exchange for Executive’s release of the
Corporation from all future obligations to pay Executive SERP
Benefits; and
WHEREAS, Executive resigned his employment with
the Corporation as of April 18, 2008.
NOW, THEREFORE,
in consideration of the covenants set forth herein and for other
good and valuable consideration, the Corporation and E
