Preview | Separation and Release Agreement |

1. Employment. Employees employment with the Bank shall continue through the earlier of (i) 5 p.m. Eastern Time on October 31, 2006, or (ii) any prior date Employee and the Bank mutually agree that Employees services to the Bank shall terminate (the Separation Date). Until the Separation Date, Employee agrees to continue to perform his duties as President of the Bank. Employee shall be entitled to pursue other employment during this period (Continued Employment Period). Employee shall resign his position as Chairman of the Board of Directors of FNB immediately. Employee may remain on the Board of Directors of FNB and as Chairman of the Board of Bancshares (and receive fees accordingly) through the Continued Employment Period. Employee acknowledges that all of the benefits to be provided Employee by the Bank pursuant to this Agreement as of and subsequent to the Separation Date are subject to such satisfactory performance.

2. Payments to Employee During Continued Employment Period. The Bank shall pay Employee his regular salary through April 30, 2006. Upon the Effective Date of this Agreement as defined in Paragraph 28 herein, the Bank will continue Employees pay throughout the Continued Employment Period at his regular rate of pay in effect as of April 30, 2006, less applicable payroll taxes and withholdings, the equivalent of up to twelve (12) bi-monthly payments (the Salary Continuation). Such payments shall commence on the first regular payday of the Bank following the Effective Date of this Agreement, or as soon thereafter as is practical, and shall continue consistent with the Banks regular payroll practices. No additional pay or benefits shall accrue during the Continued Employment Period, except as expressly provided herein.

3. Severance Pay Period. Upon expiration of the Continued Employment Period and upon the Effective Date of the General Release of Claims, as defined therein, (attached hereto as Exhibit A), which Employee must execute on or after the last day of Continued Employment, the Bank shall pay Employee the equivalent of twenty-four (24) bi-monthly payments (the Severance Pay Period). The first payment shall be made in a lump sum equal to twelve (12) bi-monthly payments on May 1, 2007 and the remaining balance to be paid in twelve (12) bi-monthly payments thereafter. Such payments shall be at the same rate of pay as during the Continued Employment Period, less applicable payroll taxes and withholding and shall commence on the first regular pay day of the Bank following the Effective Date of the General Release of Claims. No additional pay or benefits shall accrue during the Severance Pay Period, except as expressly provided herein.

4. Health Benefits/COBRA. Employees existing levels of health benefits will continue through the end of the Continued Employment Period. Employee then shall be entitled to continuation of coverage under the Banks health/medical insurance plan at his own expense pursuant to any rights he may have under the federal Consolidation Omnibus Budget Reconciliation Act, as amended (COBRA), part VI of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974 (ERISA), as amended; Internal Revenue Code 4980(B)(f). Such continuation shall be afforded up to the maximum period provided by law so long as Employee submits payments for elected coverage and otherwise complies with conditions of continuation on a timely basis. During the Severance Pay Period, the Bank will continue to provide Employee health benefits under the same economic terms and conditions as active employees, with the current employee contribution deduction being taken out of each payroll check consistent with the Banks normal pay practices. The first payment of the Banks portion of premium payments will be paid to Employee in a lump sum equal to the first twelve (12) monthly amounts on May 1, 2007 and the remaining balance shall be paid in twelve (12) bi-monthly amounts thereafter. After expiration of the Severance Pay Period, Employee shall be solely responsible for payment through the remaining COBRA coverage period.

End of Preview

Home Intelligence Services Subscriptions News About Us