EXHIBIT
10.11




SEVERANCE
AGREEMENT AND GENERAL RELEASE

 

SEVERANCE
AGREEMENT AND GENERAL RELEASE ("Agreement") made and executed as of March 21,
2005 by and between Avon Dixon Agency, LLC and its corporate parent, affiliates,
and subsidiaries (the "Company") and Steven Fulwood ("Employee") residing at
8885 High Banks Drive, Easton, Maryland 21601.




W
I T N E S S E T H




WHEREAS,
Employee was employed by the Company pursuant to an Employment Agreement dated
as of April 1, 2004 (the "Employment Agreement") through March 8,
2005("Termination Date"); and

 

WHEREAS,
the Company terminated Employee's employment on March 8, 2005; and

 

WHEREAS,
the parties desire to settle certain differences between them, including, but
not limited to, any differences that might arise or be related to the Employment
Agreement, the Employee's employment and the termination thereof.

 

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

 

1.
TERMINATION
OF EMPLOYMENT AGREEMENT. The
parties acknowledge and agree that this Agreement terminates and supercedes all
of the provisions of the Employment Agreement. Employee agrees and understands
that Employee is not authorized to perform any work for, or to represent himself
to others as an Employee of the Company after the Termination Date.

 

2.
EMPLOYEE'S
REPRESENTATIONS. The
Employee represents that he has not filed any claims, complaints, charges or
lawsuits (collectively "Actions") against the Company and any parent, subsidiary
and related corporations and divisions of any of them, and the members, owners,
stockholders, predecessors, successors, assigns, agents, directors, officers,
employees and representatives of any of them with any governmental agency,
arbitrator, or any court with respect to his employment or separation from
employment, and that he will not do so at any time hereafter; provided, however,
this clause shall not limit the Employee from filing a lawsuit for the sole
purpose of enforcing his rights under this Agreement.

 

3.
ACKNOWLEDGMENT
OF PAYMENT AND RECEIPT. The
parties acknowledge that all payments for wages and benefits due to the Employee
have been paid by the Company and received by the Employee, and that there are
no further obligations of the Company to the Employee.

 

4.
PAYMENTS
AND BENEFITS TO EMPLOYEE NOT REQUIRED BY LAW OR CONTRACT. In full
settlement of all Claims as hereinafter defined in Section 9.A ("Release of the
Company"), and in consideration of the promises contained in this Agreement, the
Company shall provide the following to the Employee (hereinafter collectively
referred to as "Settlement Benefits"):

 

A.
Provided that Employee is not in breach of his representations, warranties,
covenants or obligations under this Agreement: i) a lump sum of $21,100 for
unused vacation, subject to withholding for applicable taxes and other amounts,
payable on March 31, 2005, subject to Section 12 hereof; and ii) a severance
payment in the amount of $35,166.67, which shall be payable to Employee over a
period of two months commencing as of the Termination Date, payable, subject to
Section 12 hereof, in equal amounts in accordance with the Company's payroll
practices, and subject to withholding for applicable taxes and other
amounts.

 




















B. All
Company medical and life insurance benefits shall terminate as of the date
Company’s payment obligations cease pursuant to Section 4.A hereof and Employee
shall not be entitled to any benefits hereafter, except as otherwise expressly
provided in this Agreement or as otherwise required by law (e.g. COBRA). Nothing
contained herein shall be construed to provide Employee with an entitlement to
benefits greater than any other Company employee, and Employee acknowledges the
right of Company to modify or reduce benefit programs to employees generally
from time to time and in its sole discretion. Employee further understands that
this Agreement waives any rights of Employee under any incentive, restricted
stock, deferred compensation or bonus plan. Nothing contained in this Agreement
shall affect any pension rights which Employee has.

 

C. The
Company shall respond to any request for a reference from a prospective employer
by providing a neutral reference consisting of only the Employee's dates of
employment and position.

 

5.
NO
RE-EMPLOYMENT. The
Employee acknowledges and agrees that the Company and any of its subsidiaries,
affiliates or related companies are under no legal or contractual duty to
re-employ, rehire or retain him in any capacity and that he will not apply for
re-employment with the Company or any of its subsidiaries, affiliates or related
companies in any capacity. Without limiting the generality of the foregoing,
Employee will not reapply and the Company and its subsidiaries, affiliates or
related companies will have no legal or contractual duty to hire or retain the
Employee in any capacity, whether as an employee, consultant, director,
independent contractor, distributor, broker, finder or in any other commercial
relationship.

 

6.
NO
DENIGRATION.

 

A. The
Employee shall not denigrate or defame the Company, its subsidiaries, affiliates
and related companies and their respective past, present or future officers,
directors, employees or agents, or cause any negative publicity to be
disseminated about the Company, its subsidiaries, affiliates and related
companies and their respective past, present or future officers, directors,
employees or agents and their respective products and services either orally or
in writing. Without limiting the generality of the foregoing, Employee shall
not, without the Company's prior written consent, in any manner disclose,
divulge or discuss his tenure, relationship and performance with the Company and
its subsidiaries, affiliates or related companies; provided, that, Employee
shall be permitted to disclose the dates of his employment with the Company, his
position and responsibilities and, only in connection with interviews for
full-time employment, Employee shall be permitted to disclose only facts that
the Company has publicly disclosed.

 







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B.  Company
agrees it shall not denigrate or defame Employee, or cause any negative
publicity to be disseminated about Employee.

 

7.
CONFIDENTIALITY
OF AGREEMENT.

 

A. The
Employee shall keep the terms and conditions of this Agreement confidential
except as may be required by law, and except that the Employee may discuss this
Agreement with his attorney, if any, his accountant, Financial adviser or
members of his immediate family residing with him, provided, in all cases, each
such person agrees to keep the information confidential and not to disclose it
to others. Employee recognizes that his breach of this confidentiality provision
would result in a material breach of this Agreement. As it would be difficult to
quantify the damages suffered by the Company from such breach, in the event of
such breach, the Employee agrees to pay to the Company, as liquidated damages,
an amount equal to the payments received hereunder by the Employee.

 

B. The
Company shall keep the terms and conditions of this Agreement confidential
except as may be required by law, rule or regulation, including the rules of a
national securities exchange, except as is necessary or desirable in connection
with the operation of its business or its financial disclosures and except as
may be necessary in connection with any legal, administrative or regulatory
proceedings.

 

8.
EMPLOYEE'S
AGREEMENTS AND REPRESENTATIONS. The
Employee's right to receive the Settlement Benefits set forth in Section 4 above
are specifically contingent on the following agreements and
representations:

 

A. The
Employee agrees that he will not attempt to gain access to the Avon Dixon Agency
LLC or any of its insurance affiliates or subsidiaries (collectively “Avon
Dixon”) offices or to contact Avon Dixon employees, consultants, directors,
shareholders, customers, and other parties that have direct or indirect
relationships with Avon Dixon , provided, however, that if the Employee has a
bona fide business reason to contact Avon Dixon or any related party, such
contact shall be made exclusively through Lloyd L. “Scott” Beatty or his
designee. The provisions of this Section 8.A shall not restrict Employee from
having contact with Avon Dixon personnel with whom Employee has developed a
personal relationship, provided that such contact is purely social, no business
directly or indirectly relating to the Company is discussed. The provisions of
this Section 8.A shall not restrict Employee from banking with Company or
utilizing financial services offered to the general public by
Company.

 

B. The
Employee acknowledges and represents that he has no Company property in his
possession or control, nor has he disposed of any Company property since the
Termination Date.

 

C.
Without limiting the generality of Section 8.B hereof, the Employee represents,
warrants and covenants that he has returned all Company credit cards, repaid all
bonds, deposits and other amounts previously paid by or posted by the Company
for Employee's benefit, and returned all Company property. Subject to Section 12
hereof, the parties hereto agree that Employee's payment obligation to the
Company at signing shall be netted against the Company's payment obligation to
Employee under Section 4.A hereof from the Termination Date to the date hereof.
The Employee further acknowledges that he is no longer eligible to receive any
perquisites for his benefit, and that the Company has terminated lease payments
made by the Company in respect of any cars used by Employee, including insurance
and related car payments. The Employee further represents and warrants that all
charges for expense reimbursements submitted by Employee and all charges paid by
the Company on Employee's behalf have been for valid and proper Company-related
business expenses, and in the event of any breach of this representation, the
Company shall have the right, among other things, to set-off the amount of any
such improper charges against the Company's payment obligations to Employee
hereunder.

 







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D. The
Employee agrees that he will not solicit, encourage or otherwise cause any
employee, consultant or customer of the Company to terminate his/her employment
or business relationship with Company.

 

E. The
Employee will make himself available at the Company's request as reasonably
necessary to assist in transition and ongoing business issues.

 

F. If
Company reasonably believes Employee is not in compliance with this Agreement,
the Employee agrees to provide a written certification, upon Company’s request,
that he is in compliance with all of his obligations under this Agreement. In
the event that such certificate is not provided by the time specified, but not
less than five (5) days, the Company shall provide written notice to Employee
that such notice is past due, and that such certificate must be provided to the
Company no later than 10 days from the original due date. For so long as the
Company has not received such certificate, the Company shall be relieved from
fulfilling any of its obligations under this Agreement including, without
limitation, making any Settlement Benefits available to Employee. In the event
that such certificate has not been received by the Company after expiration of
the extended time period provided herein, then Employee shall be in default of
his obligation hereunder. The Employee further represents and warrants that he
has been in such compliance with all of his obligations under this Agreement,
including for the period from the Termination Date to and including the date
hereof.

 

9.
GENERAL
RELEASE.

 

A.  Release
of the Company. In consideration of the Settlement Benefits provided hereunder,
and the covenants, obligations and undertakings of the Company hereunder, the
Employee irrevocably, unconditionally and generally releases, acquits and
forever discharges the Company, any related corporation, entity and affiliate of
each of the foregoing, and each of its members, owners, stockholders,
predecessors, successors, assigns, agents, directors, officers, employees and
representatives, and all persons acting by, through, under or in concert with
any of them (collectively "Releasees") from any and all claims, charges,
complaints, liabilities, obligations, promises, agreements, controversies,
damages, actions, causes of action, suits, rights, demands, costs, losses, debts
and expenses (including attorneys' fees and costs actually incurred) of any
nature whatsoever (collectively, "Claims"), and arising out of or relating to
any matter or thing whatsoever including, but not limited to, any and all Claims
whatsoever arising from the Employment Agreement and the Employee's employment
with and termination from the Company (including without limitation, wrongful
discharge and breach of contract), any and all Claims arising from federal,
state or local statute or regulation (including without limitation Title VII of
the Civil Rights Act of 1964, as amended, Americans with Disabilities Act, Age
Discrimination in Employment Act, Family & Medical Leave Act, Fair Labor
Standards Act, state and local laws against discrimination, state and local wage
and hour and state and local labor laws), and any and all Claims arising under
common law, whether in contract or in tort. Excluded from the scope of this
Release of the Company are the Company's obligations under this Agreement and
the Company's indemnity obligations under the Maryland General Corporation Law
and the by-laws of the Company for the benefit of officers and directors,
provided that all applicable conditions to such indemnification have been
satisfied. The Company shall make available to Employee any director and officer
insurance policy coverage that had been maintained during Employee's employment
with the Company, provided Employee has satisfied all coverage
requirements.

 







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B.  Release
of the Employee. In consideration of the covenants, obligations and undertakings
of Employee hereunder, the Company irrevocably, unconditionally and generally
releases, acquits and forever discharges the Employee from any and all claims,
charges, complaints, liabilities, obligations, promises, agreements,
controversies, damages, actions, causes of action, suits, rights, demands,
costs, losses, debts and expenses (including attorneys’ fees and costs actually
incurred) of any nature whatsoever (collectively, “Claims”), and arising out of
or relating to any matter or thing whatsoever including, but not limited to, any
and all Claims whatsoever arising from the Employment Agreement and the
Employee’s employment with the Company, any and all Claims arising from federal,
state or local statute or regulation, and any and all Claims arising under
common law, whether in contract or in tort. Excluded from the scope of this
Release of the Employee are the Employee’s obligations under this Agreement, and
Claims related to fraud or criminal malfeasance attributable to Employee
discovered after the date of this Agreement.

 

C. The
scope of the release above given is from the beginning of the world through the
date of this Agreement and binds the Employee, his, heirs, distributees,
successors, assigns, estate and representatives, and the Company, its successors
and assigns.

 

10.
COMPLETE
AGREEMENT, NO REPRESENTATIONS, NO MODIFICATION. All
prior understandings between the parties are merged herein; no representations
or promises have been made by either the Company or the Employee to the other
unless set forth herein;and any modification or termination of this Agreement
must be in writing signed by the party to be charged.

 







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11.
ACKNOWLEDGMENT
OF STATUTORY NOTICE. The
Employee acknowledges that before execution of this Agreement, he received a
copy of this Agreement with a cover letter from the Company advising: (a) that
he has the right, and is encouraged, to consult an attorney with regard to this
Agreement and (b) that he had twenty-one (21) days to consider the Agreement and
(c) that once the Agreement was signed, he could revoke it during the immediate
seven (7) days following the signing of this Agreement. Employee acknowledges
that he has been represented by [illegible], with respect to the negotiation and
execution of this Agreement. The Employee further acknowledges that
notwithstanding his right to consider this Agreement for 21 days, if he has
signed this Agreement sooner than the expiration of said 21 days, he has done so
knowingly and voluntarily, and expressly waives his right to consider this
Agreement for the balance of the 21 days.

 

12.
RIGHT
TO REVOKE. This
Agreement may be revoked by the Employee within seven (7) days of its execution
by written notice to the Company. In the event that the Employee exercises his
right to revoke this Agreement within such 7-day period, the entire Agreement
including, without limitation, the Company's obligation to pay the Settlement
Benefits, shall be null and void. The Employee's and the Company's payment
obligations to each other at the signing of this Agreement shall be deferred
until the expiration of the seven (7) day period referred to herein, and such
payments shall be due and payable immediately thereafter, provided that such
period has expired and Employee has not exercised such right of
revocation.

 

13.  TAX
CONSEQUENCES.
Employee acknowledges that Company has not made representations or warranties of
any kind regarding the tax consequence, if any, to any payments made
hereunder.

 

14.  COUNTERPART
ORIGINALS. This
Agreement may be executed in identical counterpart documents each of which shall
be deemed an original, but all of which together shall constitute one and the
same agreement. Facsimile signatures shall be deemed acceptable and binding on
the parties.

 

15.
NOTICE. Any
demand, request or notice (collectively "Notice") served pursuant to this
Agreement must be written, and may be served personally, or by certified mail,
return receipt requested, on a party at the addresses set forth in the opening
paragraph of this Agreement, or such different address a party may designate by
Notice. Any Notice served upon the Company must be directed to W. Moorhead
Vermilye, 18 E. Dover Street, Easton, Maryland 21601. Copies of Notices to
Employee shall be directed to Employee at the address set forth
above.

 

16.
NO
ADMISSION. This
Agreement is entered into by the parties for settlement purposes only and does
not constitute an admission of wrongdoing of any kind.

 







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17.
RIGHT
OF SET-OFF AND LIQUIDATED DAMAGES. In the
event that Employee breaches any representation, warranty, covenant or
obligation contained in this Agreement, or in the event that the Company in good
faith and in its commercially reasonable judgment believes that either (i)
Employee has breached any representation, warranty, covenant or obligation
contained in this Agreement, then the Company's obligation to pay or otherwise
make any Settlement Benefit available to Employee shall terminate, because it
would be difficult to quantify the damages suffered by the Company from such
breach or conduct, Employee agrees to pay to the Company, as liquidated damages,
an amount equal to the payments received hereunder by the Employee, and the
Company's obligations under this Agreement shall terminate but Employee's
obligations under this Agreement shall remain in full force and effect. In
addition, Employee agrees to pay all reasonable attorney fees incurred by
Company in enforcing any provision in this Agreement.

 

18.
SEVERABILITY. In the
event that any one or more of the provisions contained in this Agreement shall
be declared invalid, void or unenforceable, the remainder of the provisions of
this Agreement shall remain in full force and effect, and such invalid, void or
unenforceable provision shall be interpreted as closely as possible to the
manner in which it was written.

 

19.
APPLICABLE
LAW. This
Agreement has been negotiated in and shall be deemed executed and delivered
within the State of Maryland and is made in contemplation of its interpretation
and effect being construed in accordance with the laws of the State of Maryland,
applicable to contracts fully executed, delivered and performed in the State of
Maryland, and it is expressly agreed that it shall be construed in accordance
with the laws of the State of Maryland without giving effect to the principles
of its conflicts of laws rules. All litigation arising out of or relating to
this Agreement or any of the transactions contemplated hereby shall be brought
exclusively in the Federal or State courts of the State of Maryland, County of
Talbot, and the parties consent to personal jurisdiction therein, and further
consent to service by certified mail, return receipt requested.

 

20.
HEADINGS,
ETC. The
headings and captions contained in this Agreement are for convenience of
reference only and in no way define, limit or describe the scope or intent of
this Agreement or in any way affect this Agreement. Unless the context otherwise
specifically requires, words importing the singular include the plural and
vice-versa. The terms "hereunder", "hereto", "herein" and similar terms relate
to this entire Agreement not to any particular paragraph or provision of this
Agreement.

 

21.
ENTIRE
AGREEMENT. This
Agreement, including the terms of the Employment Agreement specifically
incorporated herein by reference, contains every obligation and understanding
between the parties relating to the subject matter hereof and merges all prior
discussions, negotiations and agreements between them. None of the parties shall
be bound by any agreements, covenants, conditions, definitions, understandings,
warranties or representations other than as expressly provided or referred to
herein.

 







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22.
KNOWING
AND VOLUNTARY AGREEMENT. This
Agreement has been entered into after negotiation and review of its terms and
conditions by parties under no compulsion to execute and deliver a
disadvantageous agreement. No ambiguity or omission in this Agreement shall be
construed or resolved against any party on the ground that this Agreement or any
of its provisions was drafted or proposed by that party. Employee acknowledges
that he has been represented by counsel in the negotiation of this
Agreement.








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IN
WITNESS WHEREOF, the parties have made and executed this Agreement on the date
first set forth above.

 

THIS
IS A RELEASE AND AN AGREEMENT NOT TO SUE. PLEASE READ BEFORE
SIGNING.

 


	WITNESS:	 	 	EMPLOYEE	 
	 	 	 	STEVEN FULWOOD	 
	 	 	 	 	 
	 	 	 	 	 
	/s/ W. David Morse	 	 	/s/ Steven Fulwood	(SEAL)
	
      

    	 	 	
      

       	 



 


	 	 	 	COMPANY	 
	 	 	 	AVON
      DIXON AGENCY, LLC	 
	 	 	 	 	 
	/s/ W. David Morse	 	 	/s/ W. Moorhead Vermilye 	(SEAL)
	
      

    	 	 	
      

    	 










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STATE
OF MARYLAND :

                ss

COUNTY
OF TALBOT:




I HEREBY
CERTIFY that on this 21 day of March, 2005 before me, the undersigned Notary
Public of the State of Maryland in and for the County of Talbot, personally
appeared Steven Fulwood, known to me (or satisfactorily proven) to be the person
whose name is subscribed to the within instrument and acknowledged that he
executed the same for the purposes therein contained.

 

IN
WITNESS MY Hand and Notarial Seal.





	 	 	 	 
	 		 
		  	/s/ Penny K.
      Trice	(SEAL)
	 	
      

      Notary Public	 
	 		 
	 	My Commission Expires:
      11-5-2005	 






STATE
OF MARYLAND :

                ss

COUNTY
OF TALBOT:




I HEREBY
CERTIFY that on this 21 day of March, 2005 before me, the undersigned Notary
Public of the State of Maryland in and for the County of Talbot, personally
appeared W. Moorhead Vermilye, known to me (or satisfactorily proven) to be the
person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged that he/she executed the same for the purposes therein
contained.

 

IN
WITNESS MY Hand and Notarial Seal.





		 	 	 
	 		 
		  	/s/ Penny K.
      Trice	(SEAL)
	 	
      

      Notary Public	 
	 		 
	 	My Commission Expires:
      11-5-2005	 



 









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