EX-10.1 RESIGNATION AGREEMENT






EXHIBIT 10.1




RESIGNATION AGREEMENT AND GENERAL RELEASE




     THIS RESIGNATION AGREEMENT AND GENERAL RELEASE is made and entered into this 7th
day of July, by and between Roger D. Stewart (hereinafter referred to as “Employee”), and Community
First, Inc. (hereinafter referred to as “Community First”).



W I T N E S S E T H:




     WHEREAS, on July 7, 2008, Employee was informed by representatives of Community First that he
would be given the opportunity to resign, effective immediately, and Employee expressed his
willingness to resign upon the terms and conditions set forth herein; and



     WHEREAS, Community First is willing to accept Employee’s resignation upon the terms and
conditions set forth herein;



     NOW, THEREFORE, in consideration of the premises and mutual promises herein contained, it is
agreed as follows:




	1.	 	The recitals set forth above are true and accurate.

	 
	2.	 	This Resignation Agreement and General Release (“Agreement”) shall not be construed as an
admission by the Employee of any fact or conclusion of law. Without limiting the general
nature of the previous sentence, this Agreement shall not be construed as an admission that
the Employee violated any law or regulation relating to his employment, his profession, or the
duties thereof.

	 
	3.	 	Likewise, this Agreement shall not be construed as an admission by Community First of any
fact or conclusion of law. Without limiting the general nature of the previous sentence, this
Agreement shall not be construed as an admission that Community First, or any of its officers,
directors, managers, agents, or employees have violated any law or regulation limiting
Community First’s right to terminate an employee at will or have violated any contract,
express or implied.

	 
	4.	 	Employee represents and warrants that Employee has no knowledge of any practices engaged in
by Community First that is or was a violation of any applicable state law or regulations or of
any federal law or regulations. To the extent that Employee has knowledge of any such
practices, Employee represents and warrants that Employee already notified Community First in
writing of such alleged practices. The Employee understands that this representation is
material to the willingness of Community First to enter into this Agreement.

	 
	5.	 	Employee represents and warrants that Employee has not filed any complaint(s) or charge(s)
against Community First with the Equal Employment Opportunity Commission or the state
commission empowered to investigate claims of employment discrimination, the Office of Federal
Contract Compliance Programs, or with any other local, state or federal agency or court, and
that if any such agency or court assumes jurisdiction of any





 









 











complaint(s) or charge(s) against Community First on behalf of Employee, Employee will
request such agency or court to withdraw from the matter, and Employee will refuse any
benefits derived therefrom. This Agreement will not affect Employee’s right to hereafter
file a charge with or otherwise participate in an investigation or proceeding conducted by
the Equal Employment Opportunity Commission regarding matters which arose after this date
and which are not the subject of this Agreement.




	6.	 	Employee represents and agrees that Employee is fully aware of his rights and is advised to
discuss any and all aspects of this Agreement with his attorney, that Employee has carefully
read and fully understands all of the provisions of this Agreement, and that, in consideration
of the provisions hereof, Employee agrees to enter into this Agreement. Employee represents
and acknowledges that prior to the execution of this Agreement the Employee has been provided
a period of twenty-one (21) days within which to consider the Agreement.







	7.	 	As a material inducement to Community First to enter into this Agreement, Employee hereby
irrevocably and unconditionally releases, acquits and forever discharges Community First and
related entities, and each of their assigns, agents, directors, officers, employees,
representatives, and attorneys, and all persons acting by, through, under or in concert with
any of them (collectively “Released Parties”), or any of them, from any and all charges,
complaints, claims, liabilities, obligations, promises, agreements, controversies, damages,
actions, causes of action, suits, rights, demands, costs, losses, debts and expenses
(including attorney’s fees and costs actually incurred), of any nature whatsoever, known or
unknown (“Claims”), which Employee now has, owns, holds, or claims to have, own, or hold, or
which Employee at any time heretofore had, owned, or held, or claimed to have, own, or hold,
or which Employee at any time hereafter may have, own, hold, or claim to have, own or hold,
against each or any of the Released Parties. Such Claims include those under local, state or
federal law, Executive Order, or at common law including, but not limited to, the Age
Discrimination in Employment Act (ADEA). This provision does not include the release of
future charges before the Equal Employment Opportunity Commission regarding matters which
arose after this date and which are not the subject of this Agreement. This provision also
does not include the waiver or release of any rights to which Employee has been vested in any
plan governed by the Employee Retirement Income Security Act (“ERISA”) or his right to elect
continuation health insurance coverage thereunder.







	8.	 	Employee hereby agrees to indemnify and hold each and all of the Released Parties harmless
from and against any and all loss, costs, damage, or expense, including, without limitation,
attorneys fees, incurred by the Released Parties, or any of them, arising out of Employee’s
breach of this Agreement or the fact that any representation made by his herein was false when
made.







	9.	 	As a material inducement to Employee to enter into this Agreement, Community First will
provide the following:





 









 












	 	(a)	 	Right to Resign — Community First agrees to accept Employee’s resignation,
effective as of July 7, 2008.

	 
	 	(b)	 	Severance Pay in the form of salary continuation payments of Employee’s Base
Salary, for a period to end December 31, 2008, paid on each regular payroll date from
July 15, 2008 until December 31, 2008, and from which Community First will make
applicable regular withholding. This salary continuation includes any and all accrued
vacation, sick or any other paid time (of whatever kind or nature) to which the
Employee is or may be entitled and also severance payments to which the Employee is not
entitled, absent his signing this Agreement.

	 
	 	(c)	 	Health Insurance coverage, to be paid for in the same manner as if Employee
remained an active employee, for a period not to exceed December 31, 2008, such
coverage ending on December 31, 2008, after which date Employee will receive notice of
his right to elect continuation coverage at his expense.







	10.	 	Employee represents that Employee has not heretofore assigned or transferred, or purported to
assign or transfer to any person or entity, any claim or any portion thereof or interest
therein.







	11.	 	Community First represents that it has no knowledge of any pending claim against Community
First or the Employee involving acts of the Employee. Except for that representation, the
Employee represents and acknowledges that in executing this Agreement he does not rely and has
not relied upon any other representation or statement made by any of the Released Parties or
by any of the Released Parties’ agents, representatives or attorneys, except as set forth
herein, with regard to the subject matter, basis or effect of this Agreement.







	12.	 	This Agreement shall be binding upon Community First, Employee and upon Employee’s heirs,
administrators, representatives, executors, successors, and assigns, and shall inure to the
benefit of the Released Parties and each of them, and to their heirs, administrators,
representatives, executor, successors and assigns.







	13.	 	This Agreement shall in all respects be interpreted, enforced and governed under the laws of
the State of Tennessee.







	14.	 	Employee shall have seven (7) days following the execution of this Agreement during which to
revoke the Agreement. This Agreement shall become effective and irrevocable only after the
seven (7) day period has expired and only absent a timely and effective revocation.







	15.	 	Should any provision of this Agreement be declared or be determined by any court to be
illegal or invalid, the validity of the remaining parts, terms, or provisions shall not be
affected thereby and said illegal or invalid part, term or provision shall be deemed not to
be a part of this Agreement.





 









 











     16. This Agreement sets forth the entire agreement between the parties hereto.



	 	 	 	 	 
	 	COMMUNITY FIRST, INC.

 	 
	 	By  	/s/ Marc R. Lively
 	 
	 	 	Marc R. Lively 	 
	 	 	President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	 	 
	 	                                                     /s/ Roger D. Stewart
 	 
	 	Roger D. Stewart 	 
	 	 	 
	 



Date: July 7, 2008