SETTLENIENT AND RELEASE AGREEl\riENT 

This Settlement and Release Agreement ("Agreement'') i.s effecti.ve as of the 24th day of 

October 2013, by, between, and among the following unders.igned parties: 

The Federal Deposit Insurance Corporation as Receiver for Ameri.can United Bank 

(''FDIC-R") and T. Glenn Thompson, Joel C. Taylor, Surinder Bahl, James M. Jett, Pulukoltil L 

Joy, Gursharan Pannu, Kanti B. Patel and William F. Rubin (co.llectively the "Settling 

Defendants"). Individually, the FDIC-R and the Settling Defendants may be referred to here.in as 

a "Party" and collectively as the ''Parties". 

RECITALS 

WHEREAS: 

Prior to October 23, 2009, American United Bank (the "Bank") was a depository 

institution organi.zed and ex.isting under the laws of Georgia. 

On October 23. 2009, the Bank was closed by the Georgia Department of Banking and 

Finance and, pursuant to 12 U.S.C. § l821(c), the FDlC-R was appointed receiver. In 

accordance with 12 U.S.C. § 182l(d), the FDIC-R as recei.ver succeeded to all rights, titles. 

powers and privileges of the Bank, including those wi.th respect to its assets. 

Among the assets to which the FDIC-R as receiver succeeded were any and all of the ~ . 

Bank's claims, demands, and causes of action against its former directors, nfficers, and 

employees arising from the performance. 110nperformance. and manner of perfonnance of their 

respective functions, duties, and acts as di.rectors and/or officers of the Bank. 

On October 17.2012, the FDIC-R filed a complaint for money damages against the 

Settling Defendants. Those claims for damages are now pending in the United States District 

Court for the Northern District of Georgia in: FD!Cv. Thompson, Case No. 1:12-CV-3620 

(N.D. Ga.) (the ''D&O Action") against the Settling Defendants, who served as officers and /or 

directors of the Bank. The Settling Defendants deni.ed 1iabi1i.ty in the D&O Action. 
The FDIC-R also asserted claims against the Settling Defendants, who each served at 

various times as directors and/or ofticers of the Bank, comprising those claims set forth in the 

FDIC-R demand letter dated December 10,2010 (the "Claims"). The Settling Defendants have 

denied liability for the Claims. 

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

avoid the uncertainty, trouble, and expense of litigation. 

NOW, THEREFORE, in consideration of the above Recitals, which are expressly 

incorporated herein by reference, as well as the promises, undertakings, payments, c:md releases 

stated herein~ the suft1ciency of which consideration is hereby acknowledged, the undersigned 

Parties agree, each with the other, as follows: 

SECTION 1: Payment to Jt,I)IC-R 

A. As an essential covenant and condition to this Agreement, the sum of one million 

six hundred fifty thousand doLlars and no cents ($1 ,650,000.00) (the "Settlement Funds") shall be 

paid by or on behalf of the Settling Defendants to the FDIC-R as set forth below. 

B. By no later October 25, 2013 and upon both (i) execution of an originaL or 

originals in counterpart, of this Agreement by each of the undersigned Parties to this Agreement 

and (ii) provision of a copy of the FDIC-R's executed signature page to counsel for the Settling 

Defendants (the "Payment Date"), the Settlement Funds shall be delivered to the FDlC-R by 

direct wire u-cmsfcr into an account designated by the FDlC-R, the wiring instructions for which 

the f<DIC-R shall provide to counsel. for the Settling Defendants on or before October 11, 2013. 

In the event that the Settlement Funds are not delivered to the FDIC-R by the Payment Date, 

interest shall accrue on all unpaid amounts at the rate of I 0% per annum from the Payment Date 

until the date of payment. However, if said Settlement Funds are not delivered to the f<1)1C-R by 

the Payment Date as a result of the FDIC-R's failure to designate an account for the direct wire 
transfer) no .interest shall accrue until fourteen ( 14) days after the FDIC-R designates an account 

for the direct wire transfer. 

C. In addition. and without waiving any other rights that the FDIC-R may have .. in 

the event that all Settlement Funds are not received by the FDIC-R on or before the Payment 

Date for any reason other than the FDIC-R's failure to designate an account for the direct wire 

tran.sfer, then the FDIC-R, in its sole discretion, shall have the right at any time prior to receipt of 

all Settlement Funds, including all accrued interest. to declare this Agreement null and void. 

Alternatively, the FDlC-R shall have the right to extend this Agreement for any period of time 

until.it receives aU Settlement Funds, including all accrued interest, and/or shall have the right to 

enforce this Agreement, in which event the Settling Defendants agree to jurisdi.ction in Fed.eral 

District Court in Georgia and agree to pay all of the FDlC-R's reasonabl.e attorney's fees 

expended .in enforcing the terms of this Agreement. Any decisi.on by the FDIC-R to extend the 

terms of this Agreement or to accept a portion of the Settlement Funds shall not prejudice its 

ri.ghts to dec.lare this Agreement null and void at any time prior to receipt of all Settlement Funds 

.including all accrued .interest (unless any such delay is due to the FDIC-R's f~tilure to des.ignate 

an account for tl1e direct wire transfer) or to enforce the terms of this Settlement Agreement; 

provided, however, that in the event the FDIC-R declares this Agreement null and void. the 

FDIC-R will return all amounts paid to i.t under this Agreement to tl1e person(s) or entity who 

paid such amounts to the FDlC-R within fourteen (14) business days after such declaration 

voiding the Agreement is made. 

SECTION II: Stipulation and Dismissal 

Upon execution of this Agreement by each of the undersigned Parties, and receipt of the 

Settlement Funds, plus any accrued interest the FDIC-R shall di.smi.ss the D&O Action. The 

FDIC-R and Settling Defendants agree to enter a stipulation providing that the dismissal set forth 

above shall he with prejudice. with each Party to bear its own costs as these were originally 

incurred. 

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SECTION III: Releases 

A. Re.lease of Individual Settling Defendants by the FDIC-R. 

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

di.smi.ssal described in Sections I and II above, and except as provided .in Section JII.D. be.low, 

the FDIC-R~ for itself and its successors and ass.igns. hereby releases and discharges each of the 

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

.insurers, successors and assigns, from any and all clai.ms, 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 action.s as officers and/or directo.rs of the 

Bank, inc.luding without limitation the Claims and/or causes of action alleged in the D&O 

Action. 

B. Release of the FDIC-R bv the Settling Defendants. 

Effective simultaneously with the releases granted i.n Section III.A. above, the Settling 

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

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

discharge the FDlC-R, and .its employees, officers, directors, representatives. successors and 

assigns, from any and all claims, demands, ohligati.ons, 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 mann.er of performance of the Settling Defendants' respective functions, 

duties and actions as officers and/or directors of the Bank or that arise from or relate to the policy 

.including without limi.tati.on the Claims and/or causes of action a.lleged in the D&O Action. 

C. Release bv Settling Defendants of Each Other. 

Effective simultaneously with the releases granted in Section III.B above, the Senli.ng 

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

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assi.gns, hereby release and discharge each other 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 performance, nonperfonnance~ 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 and/or causes of action alleged in the D&O Action. 

D. Express Reservations from Releases by the FDIC-R. 

1. Notwithstanding any other prov.ision, by this Agreement, the FDlC-R does not 

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

executed, an.y claims or causes of action: 

a. against the Settling Defendants or any other person or enti.ty 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 finan.c.ial institutions, or any other 

person or enti.ty, inc.Iuding without limitation any c.laims acquired by the FDIC-R as successor in 

interest to the Bank or any person or entity other than the Bank; 

b. against any person or entity not expressly released .in this Agreement; and 

c. which are not expressly released in Section liLA. above. 

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

construed or inte1preted. as limiting, waiving, releasing. or compromising the jurisdiction and 

authority of the Federal Deposit Imurance Corporation in the exercise of its supervi.sory or 

regulatory authority or to dimini.sh i.ts ability to institute administrative enforcement proceedings 

seeking removal, prohibi.tion, or any other administrative enforcement action which may arise by 

operation of .law, rule, or regulation. 

3. Notwithstanding any other prov.ision) this Agreement does not purport to 

waive, or intend to waive, any claims that cou.ld be brought by the United States through either 

the Department of Justice, the United States Attorney's Office for the Northern District of 

Georgia or any other federal judicial district. In addition, the FDlC-R specifically reserves the 

5 
right to seek court ordered resti.tution pursuan.t to the re.levant provisions of the Victim and 

Witness Protection Act, 18 U.S.C. § 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 shareho.lders of the Bank, or its 

holding company and by vi.rtne thereof are or may be entitled to a dividend} payment, or other 

disu·ibution upon reso.lution of the receivership of the Bank or proceeds in any li.tigation that has 

been or could be brought against the United States based on or aris.ing out of, in. whole or in part, 

the closing of the Bank, or any alleged acts or omissions by the FHLBB, OTS, RTC, FDIC, the 

FSLlC Resolution Fund or the United States govemment in connection with the Bank, its 

conservatorship or receivership; they hereby knowing.ly assign to the FDlC-R any and all rights, 

titles and interest in and to any and all such dividends, payments or other distributions, or such 

proceeds. 

SECTION V: Representations and Acknowledgements 

A. No Admission of Liahili.ty. The undersigned Pa1ties each acknowledge and agree 

that the matters set forth in thi.s Agreement constitute the sett.lement and compromise of disputed 

claims, and that this Agreement is not an admiss.ion or evidence of liability by any of them 

regarding any claim or allegation. 

B. Execution in Counterparts. This Agreement may be executed in coLmterpa1ts by 

on.e or more of the Parties named herein and all such counterparts when so executed and 

deHvered shall together constitute the final. Agreement, as if one document had been s.igned by 

all Parties hereto; and each such counterpart, upon execution and delivery, shall be deemed a 

complete orig.inal, 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 si.gn 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 provis.ion of 

this Agreement. Th.is Agreement shaH be binding upon and inure to the bene.t1t 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 i.ts absence, the laws of the State of Georgia. 

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 

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

attomey(s) or other representative(s). 

F. Specific Representati.ons, Warranti.es. and Disclaimers. Each Settling Defendant 

has submitted to the FDlC-R financial infonnation, including a signed Financial Di.sclosure 

Form (FDIC form 7600/01). Each Settling Defendant expressly acknowledges that, in 

detennining to settle the c.laims released herein} the FDIC-R has reasonably and justifiably re.lied 

upon the accuracy of the fi.nancial.information submitted by that Settling Defendant to the FDlCR. The Settling Defendants severally, hut not jointly, swear and affirm that all.financial 

information in the Financial Disclosure Forms prepared by them and provided to the FDIC-R 

was true and accurate at the time of submission. The FDTC-R has no obligation to independently 

verify the completeness and accuracy of that financial information. If a Settling Defendant has 

fail.ed to disclose any material interest. legal, equitable, or beneficial, in any asset, that Settling 

Defendant agrees to cooperate fully with the FDIC to provide updated financ.ial. information and 

pay to the FDIC the lesser of the difference in value between the previously disclosed asset(s) 

and the later disdosed asset(s), or the amount of unpaid damages a.lleged against that Settling 

Defendant. 

G. Reasonable Cooperation and Notice. 

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

terms and conditions of this Agreement and any action required under this Agreement including 

doing or causing their agents and attorneys to do, whatever is reasonably necessary to effectuate 

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the si.gning, delivery. execution, fil.ing, recording, and entry. of any documents necessary to 

conclude the D&O Action, an.d to otherwise perform the terms of this Agreement. 

2. Fmther, the Settling Defendants agree to reasonably cooperate wi.th the FDICR 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-R pursuant 

to its internal guidelines and policies for su.ch reimbursement. Such cooperation shall consist of: 

a. producing all documents requested by the FDIC-R without the 

necessity of subpoena, as determi.ned by the FDIC-R, in .its snle discretion, to be relevant to the 

Bank; 

b. making themselves available upon request by the FDIC-R at reasonable 

times and places for interviews regarding facts, as determined by the FDIC-R in its sole 

di.scretion to be re.levant to the Bank; 

c. appearing to testify, upon request by the FDlC-R, in any matter 

determined by the FDlC-R in its sole discretion to be related to the Bank, withom the necessity 

of subpoena; 

d. s.igning truthful affidavi.ts upon requ.est by the FDIC-R regarding any 

matter. as determined by the FDIC-R in .its sole d.iscretion to be relevant to the Bank. 

3. Notwi.thstanding the cooperation obl.igati.ons set forth in Paragraph V.G.2., 

the Settling Defendants do not waive any privileges they may possess under the Fifth 

Amendment to the Constitution of the United States of America. 

4. The Parti.es further agree that in the event any issue arises related to 

effectuating the terms and conditions of this Agreement, other than terms and conditions 

regarding rece.ipt of the full Settlement Funds. a Party wi.ll first give written noti.ce to the other 

Party or Parties whose perfonnance or cooperati.on is required. In the event the respective 

Parties, acting .in good faith. cannot resolve the issue or obtain the requested performance or 

cooperation within a reasonable period, not to exceed thi.rty (30) days after notice i.s given, then 

the Pa1ty or Parties may proceed with all available remedies at law or in equity. 

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(b)(6) 

H. Advice of Counsel. Each Party hereby acknowledges that it has oonsulted with 

and obtainl.%1 the advice of it~ counsel pdm. to cx:ccuting this Agreement~ and that this Agreement 

has bet..>rt explained to that Party by its counseL 

IN WITNESS WHERHOF, th~ Parti~s hereto have caus~d this Agreement to he executed 

by each of them or their duly authorized representatives o~., the. dates hetdnaftcr subscribed. 

FEDERAL DEPOSIT INSURANCE CORPORATION 

AS IU:CEIVER FOR AMJUUCAN UNlTJ<:U BANK 

.................................................... ················ .f.. I I ~ " f. • ', l om 

················- ·············································· ·········································································· .............. . . 

Date: ~ :,.:,: \','.i --;;;()l.}:____ BY:'--------------......... ~--

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

Mmh::oot K~p!~n 

. Oomrnonw~atti'i rifVll'tll'*' 

Notai'j' Putllkl Corr..mls~>km No, 7311~4::12 

My 6iM,1G1~ 

TXTLE: ~~~~~------------------------

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SURINDER BAHL 

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[SEAL] 

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SIGNED AND SWORN TO BEFORE ME Tl·HS DAY OF - -----··········--' 2013. 

(·sr "I 'I ... J:St L .. ~J 

NOTAl( Y PUBLIC 

10 
SURINDER DAHL 

Date: ______ _ BY: -----------------------------

PruNTNAME: ______________________ _ 

SIGNED AND SWORN TO BEFORE ME THIS DAYOF ______ ,2013. 

NOTARY PUBLIC 

[SEAL] 

JAMES M. JETT 

(b)(6) 

Date: '/<9- CZ:. I J. BY:~,....,._----.....,....,~---......J--

PRIN AME: -::1'4 Jlt• H1 .. ::ra:. 1f: 

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SIGNED AND SWORN TO BEFORE ME THIS _I_ DAY OF Cl::±o/QQr , 2013. 

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[SEAL) 

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Doris Faye Edwards 

Notary· Public 

Barrow County. Georgia 

My Comm. Expires 

06/24/201 '] 

10 
. . . . . . . . .......... . . . . . . . . . 

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PULUKOTTIL I. JOY 

Date: ------··-----·· .. ·--- BY: 

PRJNTNA.ME: -------------

SIGNED AND SWORN TO BEFORE .M.E THfS DAY OF ___ _ 

NOTARY PUBLIC 

[SEAL] 

G lJRSHARAN 1) ANNU 

(b)(6) 

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(b)(6) 

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SIGNED AND SWORN TO BEFORE ME 'llH~. DAY OF 2013. 

(b)(6) 

NOTARYPUBL 

\VILLIAM F. RUBIN ,/",,.,,.,.,., ..... / 

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

SIGNED AND SWORN TO BEFORE ME THIS~ DAY OF .Otl!!.her: '2013. 

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

..,_NO'T:'4.RY PUBLic---' u 

12 
JOIH_, C. TAYLOR 

(b)(6) 

SIGNED r'\ND SWORN TO BEFORE ME THIS _:!_?!__DAY OF()!:f.JL~------' 2013, 

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

NOTARYPUHLI' 

T. GLENN THOMPSON 

Date:-~~~~-- BY: 

PRJNTNAME: -----------

SIGNED AND SWORN TO BEFORE ME THJS DAY 0 F ------------------------------------' 2013. 

NOTARY PUB.LIC 

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WCSR 3l302373vl 
(b) ( 6) ............................ .. 

JOEL C. TAYLOR 

Date: ___ ___ _ BY: -------------- ---------------

PRINTNAME: - ------ - - ---

SIGNED AND SWORN TO BEFORE ME THIS DAY OF ----.,.-- • 2013. 

[SEAL) 

/.,.., - Q-/·,;> Date: --J..,_ ·~ __ /__ .:>_ 

NOTARY PUBLIC 

T. GLENN THOMPSON 

······ ~L..·· -----------~or-r----~ PRINT NAME: ~ (?.ttFA.I;() ?dt:)MPJ'DA.i 

SIGNED AND SWORN TO BEFORE ME TIIIS 9L'1A Y oFCC-bber • 2013 . 

(b)(6) ....................................... ....... - - l 

fSEALl 

WCSR 31302373v I 

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L..N_O_T_A-R BL.J-C~6~------~ 

13 

Dorls Faye Edwards 

Notary Public 

Balrow County, Georgia 

My Comm. Expires 

06/24/2017