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 Hillcrest Bank 

Florida, Naples, Florida, ("FDIC-R"), and Joel L. Bayer ("Bayer"), Irwin J. Blitt ("Blitt"), Jack 

N. Fingersh ("Fingersh"), and Ronald L. Rucker ("Rucker") (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 October 23, 2009, Hillcrest Bank Florida, Naples, Florida ("Bank") was a 

depository institution organized and existing under the laws of Florida; 

On October 23, 2009, the Florida Office of Financial Regulation ("FOFR") closed the 

Bank and pursuant to 12 U.S.C. § 1821(c), the Federal Deposit Insurance Corporation was 

appointed receiver. In accordance with 12 U.S.C. § 182l(d), theFDIC-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 ofthe Bank's claims, 

demands, and causes of actions against its former directors, officers and employees arising from 

the performance, nonperformance and manner of perfonnance of their respective functions, 

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

On October 22, 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 

Bank. Those claims for damages are now pending in the United States District Com1 for the 

Middle DistrictofFlorida in Federal Deposit Insurance Corporation, as Receiver for Hillcrest 

Bank Florida v. Joel S. Bayer, et al., Case No. 2: 13-cv-752-Ft M-29MRM ("D&O Action"). 

The Settling Defendants have denied and continue to deny liability in the D&O Action. 
Hillcrest Bank Flmida, Naples, FL 

Settlement Agreement Director & Officer Claims 

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 thirty (30) 

calendar days after all parties have executed this Agreement and exchanged a fully executed 

copy of this Agreement with each-other (the "Settleme~t Payment Date"), the Settling 

Defendants, jointly and severally, will pay to the FDIC-R the sum of Three Million Seven 

Hundred Fifty Thousand and 00/100 dollars ($3,750,000.00) ("the Settlement Payment"). 

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

the following account: Federal Home Loan Bank of New York, New York Main Office, 101 

Park Avenue~ New York, NY 10178-0599, Routing No.I H H (AccountNo, I f.o.r.,,,.,,,, .. ~(b..}{4J 

credit to FDIC National Liquidation Account OBI Hillcrest Bank Florida, Naples, FL (FIN 

(b)(S) 10131)Professionalbiability0 DIF Fund. AssetNumberL.I ____ ·····JGontact----· ..... ................................... m(l:>_)(~_) 

Michael Duncan, DRR Investigations, (972) 761-2662. In the event that the Settlement Payment 

is not delivered to the FDIC-R pursuant to Section LA. of this Agreement, interest shall accrue 

on all unpaid amounts at the rate of 5% per annum from the date delivery of the Settlement 

Payment was due under Section I. A. until the date of payment. 

C. If the FDIC-R does not receive the Settlement Payment in full on or before the 

Settlement Payment Date, then the FDIC-R, in its sole discretion, shall have the right at any time 

prior to receipt of the Settlement Payment in full (including all accrued interest) to: 

1. Extend the period of time for the Settlement Payment, including interest 

accruing from the date determined by subsection A above, through the date of payment at a rate 

calculated in accordance with 26 U.S.C. § 6621(a)(3); or 

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Hillcrest Bank Florida, Naples, FL 

Settlement Agreement Director & Officer Claims 

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

jurisdiction in the United States District Court in Florida and to pay all of the FDIC-R's 

reasonable att01;ney's fees and costs expended in enforcing the terms of this Agreement; or 

3. Tenninate the Agreement, return any settlement funds paid pursuant to 

this Agreement, move to vacate any dismissal order, to which the Settling Defendants agree to 

consent, and re-institute an action on the FDIC-R's cl<rims. The Settling Defendants further 

agree to waive any defense based on any statute of limitations that would bar any of the FDICR's claims and waive all objections, defenses, claims or counterclaims, and covenant and agree 

not to assert any objections, defenses, claims or counterclaims that did not exist or were 

otherwise unavailable as of the date this Agreement was fully executed; and/or 

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

Any extension oftime Wlder 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 of the actions set forth in Section I.C.2 through I.C.4 at any time prior to receipt of 

Settlement Payment (including all accrued interest) in full. 

SECTION ll: Stipulation and Dismissal 

Within ten business days after the latter of (1) full execution of this Agreement by all of 

the Parties, and (2) receipt of the Settlement Payment, plus any accrued interest, the FDIC-R 

shall file a stipulation of dismissal with prejudice, executed by the attorneys for all Parties 

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

SECTION III: Releases 

A. The FDIC-R's Releases. 

Upon receipt ofthe Settlement Payment in full and except as provided in Section Ili.C, 

the FDIC-R, for itself and its successors and assigns, hereby releases and discharges the Settling 

Defendants, and their respective heirs, executors, trustees, administrators, representatives, 

insurers, 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 

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Hillcrest Bank Florida, Naples, FL 

Settlement Agreement Director & Officer Claims 

arise from or relate to, the perfonnance, nonperformance, or manner of performance of the 

Settling Defendants' respective functions, duties and actions as officers and/or directors of the 

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

B. The Settling Defendants' Release. 

Effective simultaneously with the release granted in Section ffi.A. above, the Settling 

Defendants, on behalf ofthemselve$ individually, and their respective heirs, executors, trustees, 

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

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

attorneys, 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 performance, nonperformance, or manner of perfonnance of the Settling 

Defendants' respective functions, 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 by FDIC-R. 

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

not release, and expressly preserves fully and to the same exten:t 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 FDIC~R, the Bank, other fmancial 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 released 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 

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Hillcrest Bank Florida, Naples, FL 

Settlement Agreement Director & Officer Claims 

supervisory or regulatory authority or to diminish its 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 

Statesthrough the Deprutment of Justice, the United States Attorney's Office for any federal 

judicial district, or any other depattment 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 et. seq., if appropriate. 

SECTION 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 Cotporation 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 government in 

connection with the Bank, its conservatorship, or receivership, Settling Defendants hereby 

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

dividends, payments, or other distributions, or 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 then· respective heirs, executors, trustees, administrators, representatives, 

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Hillcrest Bank Florida, Naples, FL 

Settlement Agreement Director & Officer Claims 

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 

The Parties agree to cooperate in good faith to effectuate all th~ terms 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 perform the terms of 

this Agreement. 

SECTION VII: Other Matters 

A. No Admission ofLiabilitv. 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 infinnity 

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 Patty except to enforce its terms. The Settling Defendants 

deny Iiabi1ity in the D&O Action. 

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

one or more of the Patties and all such cotmterparts when so executed shall together constitute 

the final 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 subsclibed thereto upon the execution by all Parties to this Agreement. 

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

according to applicable federal law, or in its absence, the laws of the State ofFlorida. 

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

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

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(b)(6) 

(b)(6) . 

(b)(6) 

Hillcrest Bank Florida, Naples, FL 

Settlement Agreement Drrector & Officer Claims 

If to the FDIC-R: 

If to the Settling Defendants 

Joel L. Bayer, Irwin J. Blitt, 

Jack N. Fingersh: 

................................................... ·················································· 

If to the Settling Defendant 

Ronald L. Rucker: 

Barbara Slott Pegg, Counsel 

Federal Deposit Insurance Corporation 

3501 N. Fairfax Dr. B7062 

Arlington, VA 22226 

(703) 516-5273 

l··· 

and 

Kyle M. Keegan, Counsel 

Keegan, DeNicola, Kiesel, 

Bagwell, Juban & Lowe, LLC 

5555 Hilton Avenue, Suite 205 

Baton Rouge, LA 70808 

(225) 364-3600 

···············1 ..... ______ __. 

F. Ryan VanPelt, Counsel · 

Charles W. German, Counsel 

Jason M. Hans, Counsel 

Rouse, Hendricks, German & May, PC 

1200 Walnut, Suite 2000 

Kansas City, MO 64106 

(816) 471-2221 

Ryan T. Scarborough, Counsel 

Williams & Connolly, LLP 

725 Twelfth St., N.W. 

Washington, D.C. 20005 

(202) 434-5173 ·····I ..................................... 

and 

Charles J. Bartlett, Counsel 

Icard, Merrill, Cullis, Tinun, Furen & 

Ginsburg, PA 

2033 Main St., Suite 500 

Sarasota, FL 34237 

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(b)(6) 

(b)(6) 

Hillcrest Bank Florida, Naples, FL 

Settlement Agreement Director & Officer Claims 

(941) 366-8100 

E. Entire Agreement and Amendments. This Agreement constitutes the 

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

matters set forth herein and supersedes any prior agreements or understandings. This Agreement 

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 

representative( s ). 

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

are for convenience only and shall not affect the interpretation of this Agreement. 

G. No Confidentiality. The undersigned Parties acknowledge that this Agreement 

shall not be confidential and will be disclosed pursuant to the Federal Deposit Insurance 

Corporation's applicable policies, procedures, and other legal requirements. 

IN WIINESS 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 INSURANCE 

CORPORATION AS RECEfVER FOR 

JULLCRES i BANK FLORIDA 

Date: Zl/f(Jt/:6- \13.x~: B~a~roo"""r-a~S~lo-tt~P~e-g '"" . .,.....--.....J------

TITLE: Counsel for P aintiff 

PRINTNAME:], 5ioifB:5} 

8 
Hillcrest Bank Florida, Naples, FL 

Settlement Agreement Director & Officer Claims 

Date: 

PRiNTNAME: _____________ __ 

Date:--.....,....----- SETTLING DEFENDANT: 

BY: -------------------- Irwin J. Blitt 

PRINT NAME:--------------

Date:------:------- SEITLINO DEFENDANT: 

BY: ________________ __ 

Jack N. Fingersh 

PRrnrrN~: __________________ _ 

Date: ______ _ SETTLING DEFENDANT: 

BY: ---------------------- Ronald L. Rucker 

PRINT NAME:----------------

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09/21/2015 15: 23 5105527857 SWEET MARIAS PAGE 11/ll 

Hillcrest Bank Florida, Naples, FL 

Settlement Agrceme.nt Director & Officer Claims 

Date: ---- SETTLING DEFENDANT: 

BY: __________________________ __ 

Joel L. Bayer 

PRlliiTNAME: __________________ __ 

Date: _c.f_.j ~ };,..,__:tJ::....---~/;;...:...· r __ (b)(6) .................................................................................................... 

SETILlNG DEFENDANT: 

av:J ................................................... .. 

Irwin J. Bfitt LDa~ --~~-------- SETILING DEFENDANT: 

BY: 

--------~---~-------- Jack N. Fingersb 

PRThiTNAME: __________________ __ 

Date:--------- SETILING DEFENDANT: 

BY: __________________________ __ 

Ronald L. Rucker 

PruNTNAME: __________________ __ 

9 
Hillcrest Bank Florida, Naples, FL 

Settlement Agreement Director & Officer Claims 

Date:--~-~~- SETTLING DEFENDANT: 

BY: ____ ~~~--~~~~~~~---

Joel L. Bayer 

PlUNTNAME: --------~--------

Date:-----:----- SETTLING DEFENDANT: 

BY: _______________________ ___ 

Irwin J. Blitt 

PRINT NAME:------------

(b)(6) BY:.._....,. _____ .,.... ___ __,_ __ 

Jack . Fingersh 

PRlNTNA'ME: ----------

Date:--------- SETTLING DEFENDANT: 

BY: __________________________ ___ 

Ronald L. Rucker 

PruNTNAME: _____________ _ 

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Hillcrest Bank Florida. Naples, FL 

Settlement Agreement Director & Officer Claims 

Date: · _____ _ SEITLING DEFENDANT: 

BY: ____________________ _ 

Joel L. Bayer 

PruNTNAMB: _________________ _ 

Date; - - ----- SEITLINO DEFENDANT: 

BY: ___________________ _ 

IrwinJ.Blitt 

PRINT NAME: -----------------

Date:------,------ SEITLING DEFENDANT: 

BY:~----------------------- Jack N. Fingersh 

PRINT NAME:------ -----------

(b)(6) Date: i:z-1~"' ,;}ttJts- SE~~ANT· ................................................... L.J=·= ························ ~ R! dL. Rue er 

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UNITED STATES DISTRICT COURT 

MIDDLE DISTRICT OF FLORIDA 

FORT MYERS DIVISION 

Case No. 13-cv-00752-FtM-29MRM 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, as Receiver for 

IDLLCREST BANK FLORDIA, 

Plaintiff, 

vs. 

JOEL S. BAYER, et al., 

Defendants. 

------------------------~/ 

STIPULATION OF DISMISSAL WITH PREJUDICE 

Plaintiff Federal Deposit Insurance Corporation, as Receiver for Hillcrest Bank Florida, 

Naples, Florida ("FDIC-R"), and Defendants, Joel S. Bayer, Irwin J. Blitt, Jack N. Fingersh, and 

Ronald R. Rucker, (collectively with FDIC-R, the "Parties"), by and through their respective 

undersigned attorneys, and pursuant to Fed. R. Civ. P. 41(a)(l)(A)(ii) hereby stipulate to the 

dismissal of this action with prejudice, with the Parties to each bear their own attorney's fees, 

costs, and expenses incurred in this action. 

Dated this __ day of September, 2015. 

EXHIBIT A 

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WILLIAMS & CONNOLLY LLP KEEGAN, DeNICOLA, KIESEL, BAGWELL, JUBAN 

&LOWE 

/s/ Ryan T. Scarborough !..!:/s"-/ D=us"-"'ti..._.n'-"'R=.-""B=agi:O-'w'-'-'e~II~-------

Ryan T. Scarborough (pro hac vice) Kyle M. Keegan (admitted pro hac vice) 

AdrieJUle E. Van Winkle (pro hac vice) Dustin R. Bagwell (admitted pro hac vice) 

Cassandra B. Fields (pro hac vice) 5555 Hilton Avenue, Suite 205 

725 Twelfth Street, N. W. Baton Rouge, LA 70808 

Washington, DC 20005 Tel: (225) 364-3600 

Telephone: (202) 434-5000 Fax: (225) 364-3608 

~~~~~~:J ... ~~.~.~~=~~:5~Q~)4.~4:S.04j•••• •••••••••••••••••••••m ••••••••••••••••••••!••••••• •••••••••••••••••••••m • 

(b)(6) 

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

ICARD MERRILL 

Charles J. Bartlett 

Anthony J. Manganiello III 

2033 Main Street, Suites 500 and 600 

Sarasota, FL 34237 

Telephone: (941) 366-8100 

Facsimile: (941) 366-6384 

HIH.HHHHO .H OH .. HO 

Attorneys for Defendant Rucker ·················································································································································· 

Attorneys for Plaintiff. FDIC-R 

ROUSE HENDRICKS GERMAN MAY PAC 

/s/F. Ryan VanPelt 

Jason M. Hans (pro hac vice) 

F. Ryan Van Pelt (pro hac vice) 

1201 Walnut, 20th Floor 

Kansas City, MO 64106 

Telephone: (816) 471-7700 

Facsimile: (816) 741-2221 

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Attorneys for Defendants Bayer, Blitt, and Fingersh 

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