Exhibit 10.2
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 BANCORP (the “Company”), the
parent company of HABERSHAM BANK (the “Bank”) and
BONNIE BOWLING, a resident of the State of Georgia (the
“Executive”).
Preamble :
WHEREAS, the Company and Executive are parties
to that certain Habersham Bancorp 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 Company and/or the Bank by providing the Executive
with the opportunity to receive supplemental retirement payments in
connection with certain qualifying events.
WHEREAS, the Company and the Bank are 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 Company’s and the Bank’s
ability to address their financial issues.
WHEREAS, pursuant to Section 7.2 of the
Agreement, the Company 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 Company 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 Company and/or the Bank and to enhance the
prospects of the Company and the Bank in the face of their 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
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 Company hereby terminates the
Agr
