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 Sun American Bank, 

Boca Raton, Florida ("FDIC-R"), and Hugo A. Castro, Robert K. Garrett, Michael E. Golden, 

Leonard F. Marinello, Robert L. Nichols, Stephen L. Perrone and Alberto Valle (collectively the 

"Settling Defendants"). Individually, the FDIC-R and the Settling Defendants may be refen-ed to 

herein as "Party" and collectively as "Patiies". 

RECITALS 

WHEREAS: 

Prior to March 5, 2010, Sun American Bank ("Bank") was a depository institution 

organized and existing under th~ laws of Florida; 

On March 5, 2010, the Florida Office of Financial Regulation 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. § 1821(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 its fotmer directors, officers, and employees atising from 

the petformance, nonperformance, and manner of perfotmance of their respective functions, 

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

On June 10,2013, 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 Court for the 

Southem District of Florida in Federal Deposit Insurance Corporation, as Receiver for Sun 

12126179v l 22461-0039 
American Bank v. Hugo A. Castro, et al., Case No. 9:13CV-80596 ("D&O Action"). The 

Settling Defendants have denied any and all allegations of negligence, gross negligence, breach 

of fiduciary duty, or liability of any kind in the D&O Action. 

The Settling Defendants were issued a director and officer liability policy ("Policy"), 

which insured the directors and officers of the Bank according to the terms, provisions, and 

conditions of the Policy. The Settling Defendants asserted claims for coverage under the Policy. 

The undersigned Parties acknowledge this is a settlement of disputed claims and defenses 

and deem it in their best interests to enter into this Agreement to avoid the uncertainty and 

expense of fmther litigation. 

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

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

undersigned Patt ies 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 twenty 

(20) calendar days following the date the FDIC-R executes this Agreement (the "Payment 

Date"), the sum of One Million Six Hundred Thousand and 00/100 dollars ($1 ,600,000.00) ("the 

Settlement Payment") shall be paid by or on behalf of the Settling Defendants to the FDIC-R as 

set f01th below. 

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

into an account designated by the FDIC-R, the wiring instructions for which the FDIC shall 

provide to counsel for the Settling Defendants on or before fifteen (15) days following the date 

the FDIC-R executes this Agreement. In the event that the Settlement Payment is not delivered 

to the FDIC-R by the Payment Date, interest shall accrue on all unpaid amounts at the rate of 5% 

per annum from the Payment Date until the date of payment. However, if said Settlement 

12126179vl 22461-0039 2 
Payment is not delivered to the FDIC-R by the Payment Date as a result of the FDIC-R's failure 

to timely provide wire transfer information or to provide an executed settlement agreement on or 

before fifteen (15) days following the date the FDIC-R executes this Agreement, no interest shall 

accrue until five days after the FDIC-R provides such wire transfer information or executes the 

Agreement, as applicable. 

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

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

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

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

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

attorney's fees and costs expended in enforcing the tenns of this Agreement; or 

3. Terminate the 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 claims. The 

Settling Defendants further agree to waive any defense based on any statute of limitations that 

would bar any of the FDIC-R's claims and waive all objections, defenses, claims or 

counterclaims, and covenant and agree not to assett 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. 

12126179vl 22461-0039 3 
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 of the actions set fotth 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 II: 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 Joint Motion for Dismissal with Prejudice, executed by the attorneys for all Patties 

hereto, along with a proposed Agreed Order of Dismissal with Prejudice, in the forms 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 and except as provided in Section Ill. 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 

arise from or relate to, the performance, 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 claims alleged, or that could have been alleged, in the 

D&O Action. 

B. The Settling Defendants' Release. 

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

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

12126179vl 22461-0039 4 
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 performance of the Settling 

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

including without limitation the claims alleged, or that could have been 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 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 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 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 

supervisory or regulatory authority or to diminish its ability to institute administrative 

12126179vl 22461 -0039 5 
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 

States through the Depattment 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 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 Corporation in any capacity or 

against the United States based on or arising out of, in whole or in patt, 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 depmtment 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 Patties hereto or are authorized to sign this Agreement on behalf of the respective Patty, 

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

12126179vl 22461-0039 6 
this Agreement. This Agreement shall be binding upon and inure to the benefit of the 

undersigned Parties and their respective heirs, executors, trustees, 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. 

C. Financial Disclosure Representation. Each Settling Defendant has submitted 

financial information to the FDIC-R including sworn Personal Financial Statements provided to 

FDIC-R on various dates in 2012, and herein affirms that his financial information was true and 

accurate as of the date of submission, and further affirms that there has been no material change 

since the date of submission, to the date of this Agreement. Each Settling Defendant expressly 

acknowledges that, in determining to settle the claims released herein, the FDIC-R has 

reasonably and justifiably relied upon the accuracy of the financial information submitted by the 

Settling Defendants. The FDIC-R has no obligation to independently verify the completeness or 

accuracy of that financial information. 

SECTION VI: Reasonable Cooperation 

A. The Patties 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 D&O Action, and to otherwise perform 

the terms of this Agreement. 

B. The Settling Defendants agree to cooperate fully with the FDIC-R in connection 

with any action required under this Agreement. Such cooperation shall consist of: 

12!26179vl 22461-0039 7 
1. Producing all documents requested by the FDIC-R, without the necessity 

of subpoena, as detetmined by the FDIC-R, in its sole discretion, to be relevant to the Bank; 

2. Appearing as requested by the FDIC-R at reasonable times and places for 

interviews regarding facts, as determined by the FDIC-R in its sole discretion, to be relevant to 

the Bank; 

3. Testifying as requested by the FDIC-R, without the necessity of a 

subpoena, in any matter relevant to the Bank, as detetmined by the FDIC-R; 

4. Signing truthful affidavits, regarding any matter, as determined by the 

FDIC-R in its sole discretion, to be relevant to the Bank. 

SECTION VII: Other Matters 

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

that the matters set f01th 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 infitmity 

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 tetms. 

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

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

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

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

Patties 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 applicable federal law, or in its absence, the laws ofthe State of Florida. 

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

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

12126179vl 22461-0039 8 
Ifto the FDIC-R: 

If to the Settling Defendant: 

Hugo A. Cash·o 

If to the Settling Defendants: 

Robert K. Garrett, 

Michael E. Golden, 

Leonard F. Marinello 

Robert L. Nichols 

Stephen L. Perrone 

Alberto Valle 

If to Insurer: 

Barbara Slott Pegg, Counsel 

Federal Deposit Insurance Corporation 

3501 N. Fairfax Dr. B7062 

Arlington, VA 22226 

Telephone: (703) 516-5273 

And 

Charles B. Lee 

Miller & Martin PLLC 

Volunteer Building 

832 Georgia A venue, Suite 1000 

Chattanooga, TN 37402 

Telephone: (423) 756-6600 

John E. Johnson 

Johnson & Cassidy P A 

324 S. Hyde Park A venue, Suite 325 

Tampa, FL 33606 

Telephone: (813) 699-4861 

Mary Gill 

Alston & Bird LLP 

One Atlantic Center 

1201 West Peachtree Sh·eet 

Atlanta, GA 30309-3424 

Telephone: ( 404) 881-7276 

And 

Edward A. Marod 

Gunster Y oakley & Stewart P A 

777 S. Flagler Drive 

#500, East 

West Palm Beach, FL 33401 

Telephone: (561) 650-0669 

R. Stacy Lane 

Bailey Cavalieri LLC 

10 West Broad Street, Suite 2 100 

Columbus, OH 43215-3422 

Telephone: (614) 229-3203 

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

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

12126179vl 22461-0039 9 
set forth herein and supersedes any prior agreements or understandings. Tlus 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 attorney(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 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 SUN 

AMERICAN BAN 

(b )(6) __ Date: ·:f/Jo/l!7)7tj------~---- B ~ -- r I . a.. ru ru"""a~S1'7ot-:::rt eg -----:-~-L------

Date: _ ______ _ 

Date: _ ______ _ 

12126179vl 22461-0039 

TITLE: Counsel fq# P~ntifV/J/ 

PRINT NAME: fL. ,) "~'ti 

SETTLING DEFENDANT: ) 

BY: __________________________ __ 

Hugo A. Castro 

TITLE: __________ __ __ 

PruNTNAME: __________________ _ 

SETTLING DEFENDANT: 

BY:~--~~-------------------­ Robert K. Garrett 

TITLE: 

PruNTNA~ME~:-----------

10 
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 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. 

Date: ________ _ 

Date: 6/)--..--(t/ 

(b)(6) L 

Date: ________ _ 

12126179vl 22461-0039 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR SUN 

AMERICAN BANK 

By: ____________________________ ___ 

Barbara Slott Pegg 

TITLE: Counsel for Plaintiff 

PRINT NAME: ___________ _ 

Hugo 

TITLE: ---.t:----------- --

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

SETTLING DEFENDANT: 

,. 

BY: ______________ ___ 

Robert K. Garrett 

TITLE:--- ---- ------

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

10 
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 Pru1ies bound thereby, or by their respective authorized attorney(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 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. 

Date:--------

Date: _______ _ 

Date: (\4. \ oa,\ I ~ \ \ 

12126179vl 22461·0039 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR SUN 

AMERICAN BANK 

By: _____________ _ 

Barbara Slott Pegg 

TITLE: Cow1sel for Plaintiff 

PRmTNAME: _______________ _ 

SETTLING DEFENDANT: 

BY: ____________________ ______ _ 

Hugo A. Castro 

TITLE:------------- PruNTNAME: __________________ __ 

::l::E::~~~~: l fRl@ 

TITLE: ----'----,.--.-----------

PRINT NAME: Rt:,b;-:-·:t K &Ae~eitt 

10 
Date: --=0::::.,./;.:......::y~d--/- , i_· __ (b)(6) ...................................... I z H. 

Date: _ _____ _ 

Date:---- ---

Date: _ _____ _ 

Date: _ ____ _ _ 

12126179v I 22461-0039 

SETTLING DEFENDANT: 

··············································· ·············· gy:I ········ ···················· ............................ H. I 

Michael E. Golden • 1 c::::::::: 

TITLE: ::P, ·e, 5·/ ct. e-e.-, i - PRINT NAME: _J'_/I.v=/;o.. , F G o,/derJ 

SETTLING DEFENDANT: 

BY: _________________________ __ 

Leonard F. Marinello 

TITLE:-- ---------------

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

SETfLING DEFENDANT: 

BY: _____ ____________________ __ 

Robert 1 .. Nichols 

TITLE:----- --- - - ----

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

SETTLJNG DEFENDANT: 

BY: __________________________ _ 

Stephen L. Perrone 

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

SETTLING DEFENDANT: 

BY: ________________________ _ 

Alberto Valle 

TITLE:----------------- -

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

II 
Date: ______ _ 

Date: -----·---·--·-············---·-

Date: ·-------·-··--·--····················· 

Date: _____ _ 

12126I'l9vl 22461-0039 

SEITLING DEFENDANT: 

13 y: ·············--···--··---·-·-··-···----···-····-·-·-····-·-···--··-·-------·-··-··· Michael E. Golden 

TITLE: --·----·------···-- --·-·--·-·---···--··---·····-------·-·-··-·-·--

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

SETTLING DEFENDANT: 

By: ··-·--·-·-··-·-·····-·-·-··--···············---·--········-··--··-····-·-······---·····-··-·- Robert L. Nichols 

TITLE: 

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

SETTLING DEFENDANT: 

BY: -------------------------- Stephen L. Perrone 

Tlrf LE: ---·-·-·--············-·---····-·--····-·-··-----···-·-··--··-----····-·-

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

SETTLING DEFENDANT: 

BY: ··-··-·-··-·-·--·-·······-·--····-----····----·--·-·····-·-·---·-··-·-·------ Alberto Valle 

TITLE: -------·---------·---·-·--·---------·--·--------··-·---·--

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

II 
Date: _______ _ 

Date: ______ _ _ 

• L. 

Date: -..:Ttvn.Q 2 :201 f 7 i 

Date:--------

Date: _ ___ _ _ _ _ 

12126179vl 22461-0039 

SETTLING DEFENDANT: 

BY: - ----------- --- Michael E. Golden 

TITLE: ________________________ __ 

nnn..T'T' l..TA l.lfn. 

J. J.'\.J..L'IJ. .L'I.ruv.u..;,. --- - --------

SETTLING DEFENDANT: 

BY: - - ------- -------- Leonard F. Marinello 

TITLE: ------------------------

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

SETILING DEFENDANT 

I 

Robert L. Nichols 

TITLE: -------------------------

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

SETTLING DEFEND_A_l\IT: 

BY: - - ---------- - - - Stephen L. Perrone 

TITLE: _____ _ _______ _ 

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

SETTLING DEFENDANT: 

BY: ----------- ------------ Alberto Valle 

TITLE: _____________ _ __ nn n T'T' ,_ r A 1. lfn. 

J. J.'\..1..1'1.1 J.'l.rllVJ..l..j, ------------
Date: SEITLING DEFENDANT: 

BY: 

Michael E. Golden 

TITLE: 

PRINT NAME: 

Date: SETTLING DEFENDANT: 

BY: 

Leonard F. Marinello 

TITLE: 

PRJNTNAME: 

Date: SEITLING DEFENDANT: 

BY: 

Robert L. Nichols 

TITLE: 

PRlNTNAME: 

Date: /-3111~/ SETTLrJ{J D~ANT: 

BY: [ (b}(6} 

Stephen L Perrone 

TITLE: 

PRlNTNAME: 

Date: SETTLING DEFENDANT: 

BY: 

Alberto Valle 

TITLE: 

PRINT NAME: 

12126179v l 22461-0039 II 
) ate: - ------

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

Date: --------

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

Date: ___ 6_/_:./ __ t_LL_ .. __ _ 

12 126 179v1 22461-0039 

SETTLING DEFENDANT: 

BY: -· ----- -- ·- --···----·- Michael E. Goiaen 

TITL~ --------- ------------ ---- PRINTNAME: ---- - - --- --

SETTLING DEFENDANT: 

BY: -------------- ------------- Leonard F. Manneiw 

TITLE·------------- PruNTNAME: __________________ __ 

SETTLlNG DEFENDANT: 

dY: ------------ ---------- Robert L. Nichoi;, 

TITLE:------------- -----

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

SETTLING DEFENDANT: 

BY: ------------------------------ Steohen L. Perront: 

TITLE _____________ _____ __ 

PRINT NAME: ---- - - - -

SETTLING DEFENDANT: 

BY: I ·············································································l················································ )( ) Alberto VaHe ---·--=:::::..._ ___ .. 

TITLE·--- --------------

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

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