Exhibit 10.1


 


SEPARATION AGREEMENT AND GENERAL RELEASE


 


This Separation Agreement and General Release (referred to as the “Separation
Agreement”) is entered into by and between John T. Egeland (“Mr. Egeland”) and
Advance America, Cash Advance Centers, Inc., its affiliates, subsidiaries,
successors and assigns, and their respective directors, officers, employees and
agents (collectively and individually, “the Company”).


 


WHEREAS, Mr. Egeland is an employee of the Company in a key leadership
and strategic position;


 


WHEREAS, Mr.
Egeland was employed by the Company for nearly eight (8) years; and


 


WHEREAS, Mr. Egeland and the Company are concluding their employment
relationship and wish to enter into this Separation Agreement;


 


NOW THEREFORE, in consideration of the mutual promises contained in
this Separation Agreement, the parties agree as follows:


 


1.             Voluntary
Agreement.  Mr. Egeland agrees that
the Company is not required by law or otherwise to provide severance benefits,
but that the Company has, in consideration for the promises set forth herein,
voluntarily elected to provide certain benefits to him under the terms of this
Separation Agreement.  Each party hereto
represents, declares and agrees that he or it voluntarily accepts the
provisions of this Separation Agreement for the purposes of making a full and
final compromise, adjustment and settlement of all claims herein described.


 


2.             Severance
Date.  The parties agree that as of
December 22, 2005 (the “Severance Date”), Mr. Egeland’s employment with the
Company will cease.


 


3.             Consideration.  Mr. Egeland understands and agrees that in
consideration for his promises set forth herein, he will receive benefits under
this Separation Agreement to which he would not otherwise be entitled.  The parties agree that in consideration for
Mr. Egeland’s promises set forth herein, the Company, within the later of (i)
January 6, 2006, or (ii) seven days of the effective date of this Separation
Agreement, will provide Mr. Egeland with (1) a non-refundable severance payment
in the amount of Three Hundred Seventy Five Thousand and 00/100 Dollars
($375,000.00) less applicable federal, state and local taxes and other
deductions, which represents fifty two (52) weeks severance pay based upon his
ending salary to be paid in one lump sum, and (2) a one-time non-refundable
bonus payment in the amount of Two Hundred Fifty Thousand and 00/100 Dollars
($250,000.00) less applicable federal, state and local taxes and other
deductions.  In addition, the Company
will provide Mr. Egeland with the following amounts on the following dates for
partial reimbursement of the COBRA premiums for the continuation of family
medical benefits provided under the Company’s group health benefit plans if Mr.
Egeland elects continuation coverage under COBRA:


 


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  Payment Date

  	
   

  	
  Amount

  	
   

  	
  Period of Coverage

  	
   

  
	
  January 6, 2006

  	
   

  	
  $

  	
  1,925.85

  	
   

  	
  January 1, 2006 – March 31, 2006

  	
   

  
	
  April 6, 2006

  	
   

  	
  $

  	
  1,925.85

  	
   

  	
  April 1, 2006 – June 30, 2006

  	
   

  
	
  July 6, 2006

  	
   

  	
  $

  	
  1,283.90

  	
   

  	
  July 1, 2006 – August 31, 2006

  	
   

  
	
  September 6, 2006

  	
   

  	
  To Be Determined

  	
   

  	
  September 1, 2006 – December 31, 2006

  	
   

  



 


The
Company and Mr. Egeland acknowledge and agree the amount of the premiums for
the continuation of medical benefits provided under the Company’s group health
benefit plans for the period September 1, 2006 through December 31, 2006 may
increase and the Company agrees to pay to Mr. Egeland on September 6, 2006, an
amount equal to the Company’s cost of providing four (4) months of coverage to
an employee for the continuation of family medical benefits provided under the
Company’s group health benefit plans then in effect for the period September 1,
2006 through December 31, 2006.


 


Notwithstanding the foregoing, in the event Mr. Egeland obtains other employment
whereby he is eligible for reasonably equivalent medical benefits, the Company
shall not be required to remit any further amounts for partial reimbursement of
the COBRA premiums for the continuation of family medical benefits provided
under the Company’s group health benefit plans. 
Mr. Egeland agrees to notify the Company in writing within ten (10) days
of obtaining employment whereby he is eligible to receive reasonably equivalent
medical benefits from his employer.


 


a.             Mr. Egeland further agrees that all benefits the Company
provided him in connection with his employment will terminate as of the
Severance Date, but that if Mr. Egeland was, on the day immediately preceding
the Severance Date, covered under a medical plan sponsored by the Company, the
Company will provide him with a Notice Under the Consolidated Omnibus Budget
Reconciliation Act (COBRA) as it relates to the continuation of health and
dental insurance.  Mr. Egeland
understands that his accrued and unused vacation days, if any, will be
addressed in accordance with the Company’s vacation policy guidelines in effect
as of the Severance Date.


 


b.             Mr. Egeland desires to receive the above-described
severance benefits, which are intended to provide an economic bridge during
possible unemployment and not as compensation for services previously
rendered.  In addition, the parties
desire to resolve any existing or potential disputes or claims that Mr. Egeland
has or may have with or against the Company. 
In consideration of the aforementioned severance pay and benefits, Mr.
Egeland and the Company agree as follows:


 


i.              Mr. Egeland hereby waives,
releases and completely discharge the Company from any and all claims, demands,
rights, liabilities and causes of action of every kind and description whatsoever,
whether criminal or civil, and whether known or unknown, that are asserted or
could have been asserted against the Company arising out of Mr. Egeland’s
employment with the Company or the termination thereof.  This includes but is not limited to claims of
wrongful discharge, breach of contract, breach of an implied covenant of good
faith and fair dealing, fraud, misrepresentation, defamation, personal injury,
negligent or intentional infliction of emotional harm or distress, conspiracy
to terminate wrongfully, loss of consortium, invasion of privacy, wrongful
denial of severance pay, failure to pay earned wages, failure to comply with
state or federal laws governing payment of overtime, and/or discrimination
based on race, color, national origin, sex, religion, age, disability,
veteran’s status and/or retaliation.


 


2

















 


This
waiver, release and discharge also includes but is not limited to claims under
the Age Discrimination in Employment Act of 1967 (and as amended in 1978 and
1986), the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, the
Civil Rights Act of 1964, including the Equal Employment Act of 1972, the Equal
Pay Act of 1963, the Americans with Disabilities Act of 1990, the Employee
Retirement Income Security Act of 1974, the Worker Adjustment and Retraining
Notification Act, the Family and Medical Leave Act of 1993, and any other state
or federal laws or regulations.  For the
avoidance of doubt, nothing contained in this waiver, release and discharge
limits or impairs the indemnification obligations set forth in paragraph 6
hereinbelow.  Nothing in this Separation
Agreement limits Mr. Egeland’s right to challenge the validity of this Separation
Agreement in a legal proceeding under the Older Workers Benefit Protection Act
with respect to claims under the Age Discrimination in Employment Act.


 


ii.             Mr. Egeland agrees that he will not
file, participate in, obtain relief, or maintain any claim or action in any
local, state or federal court against the Company relating to Mr. Egeland’s
employment and/or termination of employment.  
Mr. Egeland understands that he is not waiving or releasing any claims
that may arise after this Separation Agreement is executed, or any claims
related to worker’s compensation or unemployment compensation.  Mr. Egeland agrees that he will not in the
future seek, and will not be eligible for, reemployment or independent
contractor status by the Company, and he acknowledges and agrees that he is to
be permanently removed from the Company’s labor pool, and the Company has no
obligation to reinstate him or to employ him in the future.


 


iii.            The Company
represents and warrants that it currently has no knowledge of any claim,
demand, right or cause of action (collectively, a “Claim”) against and/or
involving Mr. Egeland.  The Company
further represents and warrants that it has no present intention to make or
file a lawsuit against Mr. Egeland.


 


4.             Restricted Stock.   Pursuant to the Restricted Stock Agreement
by and between the Company and John T. Egeland dated December 21, 2004, the
Company granted to Mr. Egeland 66,666 restricted shares of the Class A common
stock of the Company, par value $.01 per share (“Restricted Stock”), subject to
all of the terms and conditions of the Restricted Stock Agreement.  The Company and Mr. Egeland acknowledge and
agree, 22,222 shares of the Restricted Stock has become Vested Shares on
December 21, 2005, the day before the Severance Date.


 


5.             Non-Competition. 
Except as modified by the terms of the Separation Agreement, Mr. Egeland
agrees that all of the provisions of the Confidential Information, No
Solicitation, and Non-Competition Agreement executed by him, dated January 18,
1999 (the “Non-Competition Agreement”) will remain in full force and effect and
he agrees to abide by the terms of said Non-Competition Agreement copies of
which are attached hereto and made a part hereof as Exhibit “A”.


 


6.             Indemnification.  Mr. Egeland understands that in the event
legal action is taken against the Company and/or him in which he is a named
defendant after the Severance Date, that any indemnification obligations from
the Company which applied to him as an officer of the Company, including, but
not limited to that certain Indemnification Agreement dated as of


 


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October
16, 2004 for the benefit of officers and directors of the Company, and any and
all applicable insurance coverage such as directors and officers liability
insurance coverage, will continue and the same protections will be afforded to
him in the future that existed as of the date of this Separation Agreement.


 


Furthermore, Mr. Egeland
agrees that the Company may request his assistance in the form of truthful
testimony or written statements from time to time regarding matters which arose
during his employment with the Company, and agrees to cooperate with the
Company, at the Company’s expense, to resolve any such matters as reasonably
necessary.


 


7.             No
Confidentiality.    The parties acknowledge
and agree the Company may be required to disclose and publish this Separation
Agreement in a report on Form 8-K pursuant to federal law.


 


8.             Independent
Review.  The Company advises Mr.
Egeland to consult with an attorney before signing this Separation Agreement.
Mr. Egeland agrees that he has had sufficient opportunity to discuss this
Separation Agreement with a private attorney before signing it.  Mr. Egeland agrees that this Separation
Agreement shall be final and binding.


 


9.             Not an Admission
of Liability.  Mr. Egeland and the
Company mutually agree that this Separation Agreement is not to be construed as
an admission that either the Company or Mr. Egeland has violated any law or
breached any of the Company’s policies or procedures with respect to Mr.
Egeland’s employment or separation therefrom.


 


10.           Employment
Recommendation.  Upon the request and
direction of Mr. Egeland, the Company shall provide any and all third parties
with a job reference on behalf of Mr. Egeland, such recommendation to include
the following information:  dates of
employment and job title.


 


11.           Governing Law.  This Agreement shall be construed according
to the laws of South Carolina, and any dispute arising hereunder shall be
submitted only to a state or federal court of competent jurisdiction in South
Carolina.


 


12.           Entire Agreement.  With the exception of the aforementioned
Non-Competition Agreement described in Section 5 and incorporated herein by
reference, this Separation Agreement contains the entire agreement between Mr.
Egeland and the Company and can only be modified by a subsequent written
agreement.  The parties agree that if any
clause in this Separation Agreement is found to be invalid, such invalidity
will not affect the validity of the other clauses herein.


 


13.           Older Workers
Benefit Protection Act.  Mr. Egeland
hereby agrees to the following:


 


I understand that I have twenty-one
(21) days from the date this agreement was provided to me (“Waiting Period”) to
consider this Separation Agreement.  By
signing this Agreement before the end of Waiting Period, I am voluntarily
electing to forego any time remaining. I agree that any change, material or
immaterial, to the terms of this Separation Agreement does not


 


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restart the running of the Waiting
Period.   I also understand that I have
seven (7) days after signing to revoke this Separation Agreement.  Should I decide to revoke this Agreement
within seven days after signing, I will do so in writing to the President of
the Company.  I understand that this
Agreement will not become effective until the end of the seventh day, provided
that I have not revoked it.


 


I ACKNOWLEDGE THAT I HAVE FULLY READ AND UNDERSTAND THIS SEPARATION
AGREEMENT, INCLUDING MY RELEASE AND WAIVER OF CLAIMS AGAINST THE COMPANY, THAT
GOOD AND SUFFICIENT CONSIDERATION HAS BEEN GIVEN TO ME FOR SIGNING THIS
SEPARATION AGREEMENT, THAT THE EXECUTION OF THIS SEPARATION AGREEMENT IS
VOLUNTARY AND DONE OF MY OWN FREE WILL, ACT, AND DEED, AND THAT I HAVE HAD AN
OPPORTUNITY TO SEEK COUNSEL WITH AN ATTORNEY AND HAVE HAD SUFFICIENT TIME TO
READ THE SEPARATION AGREEMENT AND MAKE A DECISION REGARDING ACCEPTANCE OF ITS
TERMS.


 


 


Agreed to and accepted by:


 


 


	
  /s/ John T. Egeland

  	
   

  	
  /s/ Laurie A. Egeland

  	
   

  
	
  John T. Egeland

  	
  Witness

  
	
   

  	
   

  
	
  1-25-06

  	
   

  	
   

  
	
  Date

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Advance America, Cash
  Advance Centers, Inc.

  	
   

  
	
   

  	
   

  
	
  /s/ Kenneth E. Compton

  	
   

  	
   

  
	
   

  	
   

  
	
  By: Kenneth E. Compton

  	
   

  
	
  Its:  President

  	
   

  



 


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