SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement (''Agreement") is made by, between, and among 

the following undersigned parties: 

The Plaintiff Federal Deposit Insurance Corporation as Receiver for New Century Bank 

("FDIC-R"), and John R. Brinkman, Robert C. Gremley, George Metzger, Faye T. Pantazclos, 

Thomas J. Romano, and Richard J. Wholey (collectively the "Settling Defendants") 

(individually, the FDIC-R and the Settling Defendants may be referred to herein as "Party'' and 

collectively as the "Parties"}. 

RECITALS 

WHEREAS: 

Prior to April23, 2010, New Century Bank ("Bank") was a depository institution 

organized and existing under the laws of the state of lllinois; 

On April23~ 2010, the Illinois Department of Financial and Professional RegulationDivision ofBanking closed the Bank and, pursuant to 12 U.S.C. § 182I(c), the Federal Deposit 

Insurance Corporation was appointed Receiver. In accordance with 12 V.S.C. § 182l(d), the 

FDIC-R succeeded to all rights, titles, powers, and privileges of the Bank, including those with 

respect to its assets. 

Among the assets to which the FDIC-R succeeded were all of the Bank's claims, 

demands, and causes of action against the Bank's former directors, officers, and employees 

arising from the performance, nonperformance, and manner of performance of their respective 

functions, duties, and acts as directors, officers, and employees of the Bank; 

On March 26, 2013, the FDIC-R filed a complaint for money damages against the 

Settling Defendants, each of whom served at various times as a director and/or officer of the 

Ban1<.. Those claims for damages are now pending in the United States District Court for the 

Northern District of Illinois in FDIC, as Receiver for Nevv Century Bank v. Pantazelos, l :13-cv02246 ("D&O Action"). The Settling Defendants have denied all liability in the D&O Action 

and have asserted various affirmative defenses. 
The Bank canied a directors' and officers' liability policy, by which the insurer 

("Insurer") insured the directors and officers of the Bank according to the terms, provisions, and 

conditions of the Policy. . Without conceding the validity of any claim or defense, the 

undersigned Parties deem it in their best interests to enter into this Agreement to avoid the 

uncertainty and expense of further litigation. 

NOW, THEREFORE, in consideration of the promises, undertakings, payments, and 

releases stated herein, the sufficiency of which consideration is hereby acknowledged, the 

undersigned Parties agree, each with the other, as follows: 

SECTION 1: Payment to FDIC-R 

A. As an essential covenant and condition to this Agreement, on or before ten (10) 

business days following the date on which both (i) all Parties have executed this Agreement and 

delivered same to Insurer and (ii) the FDIC-R has provided to the Settling Defendants and 

Insurer all necessary payment instructions and a completed.Fonu W-9 acceptable to the Insurer, 

the Settling Defendants jointly and severally agree to cause the Insurer to pay the FDIC-R the 

sum of S7 ,642,884.62 ("the Settlement Payment"). 

B. The Settlement Payment to the FDIC~R shall be made by direct wire transfer into 

an account designated by the FDIC-R by notice to the Settling Defendants and Insurer. The 

FDIC-R shall provide all necessary payment instructions no later than five days after full 

execution of this Agreement by all Parties. 

C. Subject to and without waiving the requirements set forth in Section I. A above, if 

the FDIC-R does not receive the Settlement Payment on or before the date determined by 

Section LA above, then the FDIC-R, in its sole discretion, shall have the right at any time prior to 

receipt of the Settlement Payment to: 

1. Extend the period of time for the Settlement Payment; or 

2. Enforce this Agreement, in which event the Settling Defendants agree to 

jurisdiction in the United States District Court for the Northern District of Illinois; or 

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3. Terminate the Agreement, and proceed with the D&O Action; and/or 

4. Seek any other relief available to it in law or equity. 

Any extension of time under Section I.C.l for delivery of the Settlement Payment or 

acceptance of a portion of the Settlement Payment shall not prejudice the FDIC-R's rights to take 

any ofthe actions set forth in Section I.C.2 through I.C.4 at any time prior to receipt of the 

Settlement Payment in full. 

SECTION II: Stipulation and Dismissal 

Within ten business days after the latter of {l) full execution of this Agreement by all of 

the Parties, and (2) receipt of the Settlement Payment, the FDIC-R shall file a stipulation of 

dismissal with prejudice, executed by the attorneys for all Parties hereto, in the form attached 

hereto as Exhibit A, in the D&O Action. 

SECTION III: Releases 

A. 'The FDIC-R's Releases. 

Upon receipt of the Settlement Payment in full as provided in Section I, and except as 

provided in Section III.C, the FDIC-R, for itself and its successors and assigns, hereby releases 

and discharges 

1. The Settling Defendants and their respective heirs, executors, 

trustees, administrators, representatives,, , successors, and assigns, from any and all claims, 

demands, obligations, damages, actions, and causes of action, direct or indirect, in law or in 

equity, belonging to the FDIC-R, that arise from or relate to the performance, nonperfonnance, 

or manner of performance of the Settling Defendants' respective functions, duties, and actions as 

employees, officers and/or directors of the Bank, including without limitation the causes of 

action alleged in the D&O Action; and 

B. The Settling Defendants' Release. 

Effective simultaneously-with the release granted in Section liLA above, the Settling 

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Defendants~ on behalf of themselves individually, and their respective heirs, executors, trustees, 

administrators, agents, representatives, attorneys, successors, and assigns, hereby release and 

discharge the FDIC-R, and its employees, officers, directors, representatives, attomeys, 

successors, and assigns, from any and all claims, demands, obligations, damages, actions, and 

causes of action~ direct or indirect, in law or in equity, that arise from or relate to, the Bank or to 

the perfonnance, nonperformance, or manner of performance of the Settling Defendants' 

respective fu ctions~ duties, and actions as officers and/or directors of the Bank, including 

without limitation the causes of action alleged in the D&O Action. 

C. Exceptions from Releases bv FDIC-R. 

I. Notwithstanding any other provision of this Agreement, the FDIC-R does 

not release, and expressly preserves fully and to the same extent as if this Agreement had not 

been executed, any claims or causes of action: 

a. Against the Settling Defendants or any other person or entity for 

liability, if any, incurred as the maker, endorser, or guarantor of any promissory note or 

indebtedness payable or owed by them to the FDIC-R, the Bank, other financial institutions, or 

any other person or entity, including without limitation any such claims acquired by FDIC-R as 

successor in interest to the Bank or any person or entity other than Bank; and 

b. Against any person or entity not expressly releas~d by the FDIC-R 

in this Agreement. 

2. Notwithstanding any other provision of this Agreement, nothing in this 

Agreement shall be construed or interpreted as limiting, waiving, releasing, or compromising the 

jurisdiction and authority of the Federal Deposit Insurance Corporation in the exercise of its 

supervisory or regulatory authority or diminishing ability to institute administrative enforcement 

or other proceedings seeking removal, prohibition, or any other relief it is authorized to seek 

pursuant to its supervisory or regulatory authority against any person. 

3. Notwithstanding any other provision of this Agreement, this Agreement 

does not purport to waive, or intend to waive, any claims that could be brought by the United 

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States through the Department of Justice, the United States Attorney's Office for any federal 

judicial district, or any other department or agency of the United States as defined by 18 U.S.C. 

§ 6. In addition, the FDIC-R specifically reserves the right to seek court ordered restitution 

pursuant to the relevant provisions of the Mandatory Victims Restitution Act, 18 U.S. C.§§ 3322 

and 3663 ~~., if appropriate. 

SECTIO~ IV: Waiver of Dividends and Proceeds from Litigation 

To the extent, if any, that Settling Defendants are or were shareholders of the Bank or its 

holding company and by virtue thereof are or may be entitled to a dividend, payment, or other 

distribution upon resolution of the receivership of the Bank or proceeds in any litigation that has 

been or could be brought against the Federal Deposit Insurance Corporation in any capacity or 

against the United States based on or arising out of, in whole or in part, the closing of the Bank, 

or any alleged acts or omissions by the Federal Deposit Insurance Corporation in any capacity, 

the United States government, or any agency or department of the United States govenunent in 

cmmection with the Bank, its conservatorship, or receivership, Settling Defend~nts hereby 

knowingly assign to the FDIC-R any and all rights, titles, and interest in and to any and all such 

dividends, payments, other distributions, and proceeds. 

SECTION V: Representations and Acknowledgements 

A. Authorized Signatories. All of the undersigned persons represent and warrant that 

they are Parties hereto or are authorized to sign this Agreement on behalf of the respective Party, 

and that they have the full power and authority to bind such Party to each and every provision of 

this Agreement. This Agreement shall be binding upon and inure to the benefit of the 

undersigned Parties and their respective heirs, executors, tmstees, administrators, representatives, 

successors, and assigns. 

B. Advice of Counsel. Each Party hereby acknowledges that he, she, or it has 

consulted with and obtained the advice of counsel prior to executing this Agreement, and that 

this Agreement has been explained to that Party by his or her counsel. 

SECTION VI: Reasonable Cooperation 

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(b )(6) 

The Parties agree to cooperate in good faith to effectuate all the tctms and conditions of 

this Agreement, including doing, or causing their agents and attorneys to do, whatever is 

reasonably necessary to effectuate the signing, delivery, execution, filing, recording, and entry of 

any documents necessary to conclude the D&O Action and to otherwise perfonn the terms of 

this Agreement. 

SECTION VII: Other Matters 

A. No Admission of Liability. The undersigned Parties each acknowledge and agree 

that the matters set forth in this Agreement constitute the settlement and compromise of disputed 

claims and defenses, that this Agreement is not an admission or evidence of liability or infirmity 

by any of them regarding any claim or defense, and that the Agreement shall not be offered or 

received in evidence by or against any Party except to enforce its terms. 

B. Execution in Counterparts. This Agreement may be executed in counterparts by 

one or more of the Parties and all such counterparts when so ·executed shall together constitute 

the frnal Agreement, as if one document had been signed by all Parties; and each such 

counterpart, upon execution and delivery, shall be deemed a complete original, binding the 

Parties subscribed thereto upon the execution by all Parties to this Agreement. 

C. Choice of Law. This Agreement shall be interpreted, construed, and enforced 

according to the laws of the State of Illinois. 

D. Notices. Any notices required hereunder shall be sent by registered mail, first 

class, return receipt requested, and by email, to the following: 

ffto the FDIC-R: 

L. Anthony Lehr 

Counsel, Federal Deposit Insurance Corporation 

3501 Fairfax Drive, VS-B-7008 

Arlington, Vir.l · ia 22226 

........ -.................................. ,_...... .... f. -.. .. .. ............ : -

and 

Booker T. Coleman, Jr. 

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(b)(6) ... 

(b)(6) . 

(b)(6) 

Booker T. Coleman, Jr. 

Ulmci· & Berne LLP 

500 \V. Mad1son, Suite 3600 

Chicago, lL 60661 

·'·············· 

If to the Settling Defendm1ts: 

Nancy A. TempleKatkn & Temple, LLP 

542 S. Dearborn, 141h Floor 

Chicago, lL 60605 

···········L.'------.....1 

E. . Entire Agreement and Amendments. This Agreement constitutes the entire 

agreement and understanding between and among the undersigned Parties concerning the matters 

se.t forth herein and supersedes any prior agreements or understandings. This Agre-.;:ment may 

not be amended or modified, nor may any of its provisions be waived, except in writing signed 

by the Parties bound thereby, or by their respective authorized attomey(s) or other 

r~presentative(s). 

F. · Titles and Captions. All section titles and captions contained in this Agreement 

are tor convenience only a11d shall not affect the interpretation of this Agreem;cnt. 

G. No Confidcntj.e\j!}:. The undersigned Parties acknowledge that this Agreement 

shail not be confidential, and nothing in this Agreement prohibit<> the FDIC-R or the Settling 

Defendants from disclosing its terms. 

f:\1 W1ThTESS WHEREOF, the Parties hereto have caused this Agreement to be executed by 

each of them or their duly authorized representatives on the dates hereinafter subscribed. 

FEDERAL DEPOSIT INSliltA.NCE CORPORATION AS 

RECEIVER FOR NEW CENTURY BANK 

Oate: /0 -A l-;_r ~~:~~___,...____,......,.....-----r-___.---"!"""__.__~- L. Anthony Lehr J o '-

Counsel, FDIC 

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Date: /{-{ 0 -J> JOHN R BRJNKMAN 

(b)(6) ····························································································································· 

Date: -----~ 

······~·························································· ·I~- I 

I 

I 

ROBERT C. GREMLEY 

.· .. '. 

Date:------ .GEORGE :METZGER 

I 

Date: _____ _ FAYE I. P ANTAZELOS I 

Date: _____ _ THOMAS J. ROMANO 

J 

I 

Date:------

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Date: ______ _ JOHN R. BRINKMAN 

Date: _J__:_I /_7~}_1/' __ _ ROBERT C. GREMLEY 

(b)(6) ···································································· 

Date: ______ _ 

········1'----

GEORGE METZGER 

-~ 

Date: ______ _ FAYE T. PANTAZELOS 

Date: ______ _ THOMAS J. ROMANO 

Date: ______ _ RICHARD J. WHOLEY 

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Date:------- JOHN R. BRINKMAN 

Date:------- ROBERT C. GREMLEY 

Date: !J}l?.z/x&( GEORGE METZGER 

(b)(6L _____ r ---- -- IL.._···········_···········_··············_·········_···········_···········_········ _· --------l~----

Date:------ - FAYE I. PANT AZELOS ·-.. ----·-

Date:------- THOMAS J. ROMANO 

Date:------- !UCHARD J. WHOLEY 

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Date: _ _ ____ _ JOHN R. BRINKMAN 

Date: ______ _ ·ROBERT C. GREMLEY 

Date:------- GEORGE METZGER 

(b)(6) ____ _ 

-------{....._______________.!-

Date: 0 e:..;.r fo bJ..o J .S -· .... " ... .. - .. -~ .. --- FAYE T. PANTAZELOS 

Date: _ _____ _ THOMAS J. ROMANO 

--------------··· .. ·-----

Date: ___ _ RICHARD J. WHOLEY 

,, 
Date: JOHN R. BRINKMAN 

----------------· -- ·-· ----

Date: ROBERT C. GREMLEY 

Date: - - ------ GEORGE METZGER 

Date:------ FAYE I. PANTAZELOS 

Date; __ ~~~/_c?l? _f_

~_r- ' _ _ THOMAS J. ROMANO 

(b)(6) ..................................................... .. 

Date;---- ----- RICHARD J. WHOtEY 

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"' ...... _ .... -.... .................. . _,,, ... ··--··· ''•'-···--·-- ~··---···· .................................................. ,,,_,,,, .... ,_, __ , .... . . ··-·· -··· ·····-·········:· ............................... --·· .. . 
Date: ___ _ __ _ JOHN R. BRINKMAN 

Date: ______ _ ROBERT C. GREMLEY 

Date: ___ _ _ _ _ GEORGE METZGER 

Date: ___ ___ _ FAYE T. PANT AZELOS 

Date: ______ _ THOMAS J. ROMANO 

RICHARD J. WHOLEY 

(b)(6) ................................................................................................................................... ..................................... . ............................................... . 

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