TERMINATION AND WAIVER
AGREEMENT
THIS TERMINATION AND WAIVER AGREEMENT (this
“Termination Agreement”) is made and entered into as of
this 8th day of September, 2009 (the “Effective Date”)
by and between HABERSHAM BANK, a Georgia state bank (the
“Bank”), and EDWARD D. ARIAIL, a resident of the State
of Georgia (the “Executive”).
Preamble :
WHEREAS, the Bank and Executive are parties to
that certain Habersham Bank Supplemental Executive Retirement Plan
Agreement originally effective as of January 1, 2008 (the
“Agreement”).
WHEREAS, the original purpose of the Agreement
was to provide the Executive with an incentive to remain in the
employ of the Bank by providing the Executive with the opportunity
to receive supplemental retirement payments in connection with
certain qualifying events.
WHEREAS, the Bank is negatively affected by the
current downturn in the financial services sector of the United
States economy.
WHEREAS, the Bank is under regulatory scrutiny
and is in the process of seeking alternatives to increase capital
and reduce expenses for the purpose of enhancing its financial
position and performance.
WHEREAS, the obligations represented by the
Agreement are impairing the Bank’s ability to address its
financial issues.
WHEREAS, pursuant to Section 7.2 of the
Agreement, the Bank desires to unilaterally terminate the Agreement
to cease the accrual of any new benefit obligations under the
Agreement and, in connection with the Agreement’s
termination, the Bank also desires to obtain the Executive’s
agreement to waive completely the Executive’s contractual
rights to all of the benefit obligations accrued under the
Agreement prior to the effective date of the Agreement’s
termination so as to improve further the capital position of the
Bank and to enhance the prospects of the Bank in the face of its
current financial challenges.
WHEREAS, the Executive understands and
acknowledges that the prospective termination of the Agreement does
not require the Executive’s consent.
WHEREAS, the Executive also understands and
acknowledges that the Executive’s agreement to waive
completely the Executive’s contractual rights to all of the
benefit obligations accrued under the Agreement prior to the
effective date of the Agreement’s termination will enhance
the Executive’s prospects for continuing employment; will
help preserve the value of any existing capital investment in the
Bank’s holding company that the Executive may have; and will
mitigate the potential for involving the Executive in litigation
should the Bank be unsuccessful in addressing its financial
challenges.
NOW, THEREFORE, in consideration of the recitals
set forth above and the mutual agreements set forth below, the
parties hereto agree as follows:
Statement of Agreement
:
1. Termination
. The Bank hereby terminates the Agreement effective as
of the Effective Date so that no new or additional bene
