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Exhibit
10.12
TERMINATION AND RELEASE
AGREEMENT
This Termination Agreement
(the “Agreement”) is entered into as of the 1
st day of January, 2005, by and among Larry R.
Mathews (“Employee”), Heritage Financial Holding
Corporation, a Delaware corporation (“HFHC”), and
Heritage Bank, an Alabama state banking corporation
(“Heritage Bank”).
WHEREAS, Employee has been
employed by HFHC and Heritage Bank pursuant to an Employment
Agreement dated January 23, 2003, by and among HFHC, Heritage Bank
and Employee (the “Prior Employment Agreement”);
and
WHEREAS, pursuant to that
certain Agreement and Plan of Merger, dated July 15, 2004, as
amended (the “Merger Agreement”), by and among The
Peoples Holding Company, a Mississippi corporation
(“Peoples”), The Peoples Bank & Trust Company, a
Mississippi banking association (the “Company”), HFHC
and Heritage Bank, a certain Plan of Merger shall be effectuated
with regard to such parties as of the “Effective Time”
(as defined in Section 1.2 of the Merger Agreement); and
WHEREAS, Employee has entered
into an Employment Agreement among Employee and Peoples and the
Company (the “New Employment Agreement”) which New
Employment Agreement is conditioned upon the consummation of the
said Plan of Merger and shall be effective as of the Effective
Time; and
WHEREAS, as an inducement to
Peoples and the Company to enter into the Merger Agreement and to
execute and deliver the New Employment Agreement, and for other
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto wish to settle and release
any and all claims any party hereto may have against another party
hereto arising from Employee’s employment with HFHC and
Heritage Bank and the termination of the Prior Employment
Agreement, upon the following terms and provisions:
1. Prior Agreements .
The parties hereto agree that the Prior Employment Agreement shall
be terminated and of no further force and effect as of the
Effective Time. This Agreement shall be null and void ab
initio and of no further force and effect if the Effective Time
does not occur or the Merger Agreement is terminated prior to the
Effective Time.
2. No Additional Payment
or Benefits . No payments or benefits shall be made by the HFHC
or Heritage Bank to Employee, and Employee acknowledges that he has
no entitlement to, or any right to make any claims for any
additional payments or benefits from HFHC or Heritage Bank of any
kind whatsoever.
3. Release and
Indemnification by Employee .
A. In consideration of the
promises contained herein and in the New Employment Agreement,
Employee, on behalf of himself and his heirs, executors,
administrators, successors and assigns,
hereby fully and forever discharges and irrevocably releases HFHC
and Heritage Bank and all of their directors, officers, employees,
shareholders, affiliates, successors and assigns (the
“Released Parties”) from any and all claims, demands,
actions, suits, causes of action and liabilities of whatever kind
and nature, whether in law or in equity and whether known or
unknown, which he had, now has or hereafter can, shall or may have
against HFHC and Heritage Bank, for, upon or by reason of or
arising out of Employee’s employment with Heritage Bank and
the termination of the Prior Employment Agreement, including, but
not limited to, claims in equity or law for personal injury, breach
of contract, whether express or implied, or oral or written,
fraudulent inducement, defamation, mental anguish, intentional
infliction of emotional distress, prima facie tort, intentional
interference with contractual relations, injury to health and
reputation, claims under federal, state or local laws prohibiting
discrimination on the account of age, national origin, race, sex,
handicap, religion, and similar classifications, claims under the
Civil Rights Act of 1866, the Civil Rights Act of 1964, Title VII,
as amended, the Civil Rights Act of 1991, the Age Discrimination in
Employment Act of 1967, as amended (“ADEA”), the
Employee Retirement Income Security Act of 1974, as amended, the
Family and Medical Leave Act of 1994, and the Americans With
Disabilities Act. T
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