SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made as of this 13tbday of 

January 2015, by, between, and among the following undersigned parties: 

Federal Deposit Insurance Corporation as Receiver for Centennial Bank ("FDIC"), and 

Clint E. Williams, Suzanne Gnehm, Larry E. Grant, W. Alan Thomson, Bruce H. Jones, R. Scott 

Priest, and Neil J. Wall (collectively the "Settling Defendants'), and The Employers' Fire 

Insurance Company ("Employers' Fire") (individually, the FDIC, the Settling Defendants, and 

Employers' Fire may be referred to herein as a "Party" and collectively as the "Parties"). 

RECITALS 

WHEREAS: 

Prior to March 5, 2010, Centennial Bank ("Bank") was a depository institution organized 

and existing under the laws of Utah. 

On March 5, 201 0, the Bank was closed by the Utah Department of financial Institutions 

and pursuant to 12 U.S.C. § 182I(c), the FDIC was appointed as Receiver. In accordance with 

12 U.S.C. § 182l(d), the FDIC as Receiver 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 as Receiver succeeded were any and all of the 

Bank's claims, demands, and causes of actions against its 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/or employees of the Bank. 

The FDIC has asserted claims against certain persons, including the Settling Defendants, 

who had each served at various times as directors and/or officers of the Bank. Those claims for 

damages are now pending in the United States District Court for the District of Utah in Federal 

Deposit Insurance Corporation as Receiver for Centennial Bank v. Clint E. Williams, Suzanne 

Gnehm, Larry E. Grant, W. Alan Thomson, Bruce H Jones, R. Sco/1 Priest and Neil J. Wall, 
Case No. 2:13-cv-00883 (the "Action"). The Settling Defendants have denied liability for the 

FDIC's claims. 

Employers' Fire issued directors• and officers• liability policy number._I ___ ·_,····J(the-m ..... (PJ(4.J 

"Policy"), under which the Bank's directors and officers were Insureds subject the tenns, 

provisions and conditions of the Policy. The Settling Defendants have made claims under the 

Policy, and Employers' Fire has reserved all of its rights under the Policy. 

The undersigned Parties, without admission of liability, coverage or wrongdoing, deem it 

in their best interests to enter into this Agreement to avoid the uncertainty, trouble, 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 

A. As an essential covenant and condition to this Agreement, Employers' Fire, on 

behalf of the Settling Defendants, agrees to pay the FDIC the sum of$1,100,000.00 (the 

"Settlement Funds"). The Settlement Funds shall be received by the FDIC no later than 30 

calendar days following the FDIC's delivery to counsel for the Settling Defendants of (i) FDIC's 

executed signature page, whether an original or counterpart, of this Agreement and (ii) FDIC's 

wire transfer instructions (the "Payment Due Date"). The Settlement Funds shall be delivered to 

the FDIC by direct wire transfer into an account designated by the FDIC. 

B. In the event that the Settlement Funds are not delivered to the FDIC (or its 

counsel) by the Payment Due Date, interest shall accrue on all unpaid amounts at the rate of 5% 

per arumm from the Payment Due Date until the date of payment. 

C. If the FDIC does not receive the Settlement Funds in full on or before the 

Payment Due Date, then the FDIC, in its sole discretion, shall have the right at any time prior to 

receipt of the Settlement Funds in full (including all accrued interest, if any) to: 

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1. Extend this Agreement for any period of time until it receives all Settlement 

Funds (including all accrued interest, if any); 

2. Enforce this Agreement, in which event the Settling Defendants and Employers' 

Fire agree to jurisdiction in the United States District Court for the District of Utah, and 

Employers' Fire agrees to pay all of the FDIC's reasonable attorneys' fees expended in 

successfully enforcing the tenns of this Agreement; 

3. Return any partial payment of the Settlement Funds or interest, terminate the 

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

Employers' Fire agree to consent, and re-institute an action on the FDIC's claims. The 

Settling Defendants and Employers' Fire further agree to waive any statute of limitations 

defense that did not exist before the execution of this Agreement and waive all other 

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 of the Agreement; and/or 

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

Any decision by the FDIC to extend the tenns of this Agreement under Section I.C.l or 

to accept a portion of the Settlement Funds shall not prejudice the FDIC'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 ofthe Settlement 

Funds in full (including all accrued interest, if any). 

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SECTION II: Stipulation and Dismissal 

Within three (3) business days of execution of this Agreement by each of the undersigned 

Parties and receipt of the Settlement Funds, plus accrued interest, if any, by the FDIC, the FDIC 

shall dismiss with prejudice the Action. The undersigned Parties agree to execute and file a 

stipulation for dismissal with prejudice of the Action, with each Party to bear his, her, or its own 

attorney fees, mediator fees, and costs. 

SECTION III: Releases 

A. Release of Settling Defendants by the FDIC 

Effective upon receipt in full of the Settlement Funds plus all accrued interest, if any, and 

the dismissal described in Sections I and II above, and except as provided in Section III. H. 

below, the FDIC, for itself and its successors and assigns, hereby releases and discharges each of 

the Settling Defendants and their respective heirs, executors, administrators, representatives, 

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

causes of action, direct or indirect, known or unknown, in law or in equity, belonging to the 

FDIC, that arise from or relate to, the performance, nonperformance, or manner of performance 

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

employees of the Bank, including without limitation, the causes of action alleged in the Action. 

B. Release of the FDIC by the Settling Defendants 

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

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

administrators, agents, representatives, successors and assigns, hereby release and discharge the 

FDIC, and its employees, officers, directors, representatives, successors and assigns, from any 

and all claims, demands, obligations, damages, actions, and causes of action, direct or indirect, 

known or unknown, in law or in equity, that arise from or relate to, the Bank or to the 

performance, nonperfonnance, or manner of performance of the Settling Defendants' respective 

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functions, duties and actions as officers, directors and/or employees of the Bank, including 

without limitation, the causes of action alleged in the Action. 

C. Release by Settling Defendants of Each Other 

Effective simultaneously with the releases granted in Sections Ill.A. and Ill. B. above, the 

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

successors and assigns, hereby release and discharge each other from any and all claims, 

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

unknown, in law or in equity, that arise from or relate to the performance, nonperformance, or 

manner of performance of their respective functions, duties and actions as officers, directors 

and/or employees of the Bank, including without limitation, the facts or causes of action alleged 

or which could have been alleged in the Action. 

D. Release of Employers' Fire by FDIC 

Effective simultaneously with the releases granted in Sections liLA. and III. B. above, the 

FDIC, for itself and its successors and assigns, hereby releases and discharges Employers' Fire, 

its parents, subsidiaries, affiliates and reinsurers, and their respective employees, officers, 

directors, agents, representatives, successors and assigns, from any and all claims (sounding in 

contract or tort), demands, obligations, damages, fees, costs, actions and causes of action, direct 

or indirect, known or unknown, in law or in equity, that arise from or relate to the Policy. The 

FDIC agrees that any interest it may have under the Policy is extinguished upon payment in full 

of the Settlement Funds and any accrued interest thereon. 

E. Release of FDIC by Employers' Fire 

Effective simultaneously with the release granted in Section 111.0. above, Employers' 

Fire, for itself and its successors and assigns, and on behalf of its parents, subsidiaries, affiliates 

and reinsurers, and their successors and assigns, hereby releases and discharges the FDIC, and its 

employees, officers, directors, agents, representatives, successors and assigns, from any and all 

claims (sounding in contract or tort), demands, obligations, damages, fees, costs, actions, and 

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causes of action, direct or indirect, known or unknown, in law or in equity, that arise from or 

relate to the Policy. 

F. Release of Employers' Fire by the Settling Defendants 

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

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

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

Employers' Fire and its parents, subsidiaries, affiliates, employees, officers, directors, 

representatives, successors and assigns, from any and all claims (sounding in contract or tort), 

demands, obligations, damages, fees, costs, actions, and causes of action, direct or indirect, 

known or unknown, in law or in equity, that arise from or relate to the Action and/or the Policy. 

Notwithstanding the foregoing, this release does not apply to the Settling Defendants' 

claim for coverage for defense costs incurred prior to the final execution of this Agreement. 

G. Release of the Settling Defendants by Employers' Fire 

Effective simultaneously with the release granted in Section III.F. above, Employers' 

Fire, for itself and its successors and assigns, and on behalf of its parents, subsidiaries, affiliates 

and reinsurers, and their successors and assigns, hereby releases and discharges each of the 

Settling Defendants and their respective heirs, executors, administrators, agents, representatives, 

successors and assigns, from any and all claims (sounding in contract or tort), demands, 

obligations, damages, fees, costs, actions, and causes of action, direct or indirect, known or 

unknown, in law or in equity, that arise from or relate to the Action and/or the Policy. 

H. Express Reservations From Releases by the FDIC 

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

not release, and expressly preserves fully and to the same extent as if the 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, the Bank, other financial institutions, or any 

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other person or entity, including without limitation any claims acquired by the FDIC as successor 

in interest to the Bank or any person or entity other than the Bank, except for the lines of credit 

ofR. Scott Priest and Neil J. Wall, account numbers I ·············· ~nd··J~.... _······-···········....J·········I·that,were"'·' ,,,·;;;;;;::::::::~:::::::.:::::: ::::::.{.~}(~:) 

expressly released by the FDIC in that certain Settlement and Release Agreement dated 

December 16, 2013, which agreement remains in full force and effect; 

b. against any person or entity not expressly released by the FDIC in 

this Agreement; and 

c. which are not expressly released in Sections liLA. or !II.D. above. 

2. Notwithstanding any other provision, nothing in this Agreement shall be 

construed or interpreted as limiting, waiving, releasing or compromising the jurisdiction and 

authority of the FDIC in the exercise of its supervisory or regulatory authority or to diminish its 

ability to institute administrative enforcement proceedings seeking removal, prohibition or any 

other administrative enforcement action which may arise by operation of law, rule or regulation. 

3. Notwithstanding any other provision, this Agreement does not purport to 

waive, or intend to waive, any claims which could be brought by the United States through either 

the Department of Justice, the United States Attorney's Office for the District of Utah or any 

other federal judicial district. In addition, the FDIC specifically reserves the right to seek 

court-ordered restitution pursuant to the relevant provisions of the Victim and Witness Protection 

Act, 18 U.S.C. § 3663, et seq., if appropriate. 

SECTION IV: Waiver of Dividends 

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

holding company, Centennial Bankshares, Inc., and by virtue thereof are or may be entitled to a 

dividend, payment, or other distribution upon resolution of the receivership of the Bank, they 

hereby knowingly assign to the FDIC any and all rights, titles and interest in and to any and all 

such dividends, payments or other distributions, or such proceeds. 

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SECTION V: Confidential Materials 

Within thirty (30) calendar days of receiving a written request from the FDIC, counsel for 

Employers' Fire and counsel for the Settling Defendants shall certify to the FDIC that all 

confidential documents, electronically stored information, and other materials provided by the 

FDIC (hereinafter "Confidential Materials") have been destroyed and deleted, with no copies 

retained, in a manner designed to protect the confidential nature of the Confidential Materials; 

provided, however, that counsel for Employers' Fire and counsel for the Settling Defendants 

may retain a copy of any such Confidential Materials as may be required by law or by counsel's 

document retention policies. Furthermore, Employers' Fire and the Settling Defendants, along 

with their respective counsel, shall continue to comply with all provisions of the Confidentiality 

and Non-Disclosure Agreement that the Parties executed on or about March I 0, 2012. 

SECTION VI: Representations and Acknowledgements 

A. No Admission of Liability or Coverage. The undersigned Parties each 

acknowledge and agree that the matters set forth in this Agreement constitute the settlement and 

compromise of disputed claims, and that this Agreement is not an admission or evidence of 

liability or coverage by any of them regarding any claim. 

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

one or more of the Parties named herein and all such counterparts when so executed shall 

together constitute the final Agreement as if one document had been signed by all Parties hereto; 

and each such counterpart, upon execution and delivery, shall be deemed a complete original, 

binding the Party or Parties subscribed thereto upon the execution by all Parties to this 

Agreement. 

C. Binding Effect. Each of the undersigned persons represents and warrants that 

they are a Party 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 

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

successors and assigns. 

D. 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 of Utah. 

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. This Agreement may not be amended or modified except by another written 

instrument signed by the Party or Parties to be bound thereby, or by their respective authorized 

attomey(s) or other representative(s). 

F. Reasonable Cooperation. 

I. The undersigned Parties agree to cooperate in good faith to effectuate all 

the 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 Action and to otherwise 

perform the terms of this Agreement. 

2. Further, the Settling Defendants agree to cooperate fully with the FDIC in 

connection with any action required under this Agreement. Any such cooperation that involves 

any out-of-pocket costs is subject to reasonable reimbursement by the FDIC pursuant to its 

internal guidelines and policy for such reimbursement. 

G. 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, her, or its counsel. 

H. Agreement Not Confidential. Pursuant to 12 U.S.C. § l82l(s), this Agreement 

cannot be and shall not be deemed to be confidential. 

The rest of this page is inrentionally left blank. 

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IN WITNESS WHEREOF~ the Parties hereto have caused this Agreement to be executed by 

each of them or their duly authori7.ed representatives on the dates hereinafter subscribed. 

Federal Deposit lnsuran~ Corporation as 

Receiver for Centennial Bank 

(b)(6) _ __J_ 

By:j ~Th~o-m-u~J~~~.B~r~i----------~ 

Counsel 

Date: ~~ry f:J.., ~15' 

10 

The Employers' Fire IDBurance Company 

Byj O mmmmmmmm I {p)(§) 

PrintName: ·DANlfi..L?.:r. f.2'?A,..J , 

Title:A;v' P- £to ttr'f..l "I s~.q "'&-> ~ 

Date: -~ Z~ ·?-OI ,:) 

Clint E. Williams 

Print Name:. _______________ _ 

Date:. ______ _________ _ 

Suzaaue Gnehm 

Print Name: _______________ _ 

Date: __________________ _ 

Bruce H. Jones 

Print Name:. ____________ _ 

Date: ------------------------

{Signarures Continued on Next Page] 
IN WITNESS WHEREOF, the Parties hereto have aused this Agreement to be executed by 

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

Federal Deposit Insurance Corporation as 

Receiver for Centennial Bank 

By: ______________________ _ 

Thomas J. O'Brien 

CoWlsel 

Date:. ____________ _ 

10 

e Employent Fire Insurance Company 

C/:,4 €. \tk!J;g.~.., 

T!f,«•'*J 2 i)JS'"' 

[Signatures Continued on Next Page] 
IN WITNESS 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 

Receiver for Centennial Bank 

By: ____________ _ 

Thomas J. 0 'Brien 

Counsel 

Date: _ _ __________ _ 

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

The Employers' Fire Insurance Compauy 

By. ___________________ _ 

Print Name: _______ _ _ _ _ Title: ____________ _ 

Date: _ ___ _______ _ _ 

Clint E. Williams 

Print Name: __________ _ 

Date: ____________ _ 

Suzanne Gne m 

Print e:S)1.70iltbU 6nd4 WL 

Date: {/I b}t5 

Bruce H. Jones 

Print Name: __________ _ 

Date:. _ ___________ _ 

{Signatures Continued on Next Page] 

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IN WITNESS 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 

Receiver for Centennial Bank 

By:. ________________________ __ 

Thomas J. O'Brien 

Counsel 

Date: ____________ _ 

The Employers' Fire Insurance Company 

By:. _______________________ __ 

PrintNwne:. _______________ __ Title:. ____________ _ 

Date: ____________ _ 

Clint E. Williams 

PrintNwnc: _____________ __ 

Date: ____________ _ 

Suzanne Gncbm 

Print Name: ___________ __ 

Date: ____________ _ 

Bruce H. Jones 

(b)(6) l 

L.P-n-.n-t N_am_e_: -{?-t-.t-J -t:-,.-V,..H.,.. -. -J-o--r1-t--~ 5 _ __. 

Date: I/ q I::Ao I 'f 

rJ 

[Signatures Continued on Next Page) 

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Larry E. GraDt 

Date: __ ....!...I-~./~17'~Hfi.""'""r ___ _ 

NellJ. WaU 

Pri~Name:. ___________________ __ 

Dat.e:. ___________ _ 

W. Alan Thomson 

Pl.:.wt Name: ___________ _ 

Date: ______________ _ 

R. Scott Priest 

Print Name: __________ _ 

Date;, ____________ _ 

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Larry E. Grant 

Print Name:. ________ _ 

Date:. __________ _ 

NeiJJ. Wall 

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Print Name: lf./t2 /" / Ulti. ?Z 

Date: / _ - 9- 2.J:J7~ 

W. Alan Thomsoa 

Print Name:. ________ _ 

Date:. __________ _ 

R. Scott Priest 

Print Name:. ________ _ 

Dme:. __________ ___ 

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Larry E. Grant 

Print Name: ---- Dare: ___________________ __ 

NeUJ. WaD 

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Date: ___________ _ 

W. Alan Thomson 

..................................... .................................................................................. IL.....- - _ .. .. --

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Print Name: lJ. II I ea. "l /l;Cl W\ so '7 

Date: I/ ( .3 J 2 o I s-. r ' 

R. St:ott Priest 

Print Name: _________ __ _ 

Date: ------------------------

This fax was received by GFI FAXmaker fax seNer. For more information, visit http:/Mww.gfi.com 

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Larry E. Grant 

PrmtNrune: _______________ __ 

Date: ___________ __ 

NeilJ. WaU 

Print Name: _________ _ 

Date: ____________ _ 

W. Alan Thomson 

Print Name: __________ _ 

Da~: ______________ __ 

R. Scott Priest 

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