this Agreement, Johnson will also sign eight copies of a letter
affirming his resignations, for inclusion in the corporate records of the
Company, the Bank and their affiliates, in the form attached to this Agreement
as Exhibit C.
3.
Duties Through Separation Date; Use of
Vacation Time.
A.
DUTIES.
FROM THE DATE OF THIS
AGREEMENT THROUGH THE SEPARATION DATE JOHNSON SHALL CONTINUE TO SERVE AS CHIEF
FINANCIAL OFFICER OF THE COMPANY AND OF THE BANK, AND WILL PERFORM DUTIES
ASSOCIATED WITH SUCH POSITIONS.
THE COMPANY AND THE BANK ACKNOWLEDGE JOHNSON'S
INTENT TO USE ACCRUED VACATION TIME FOR THE PERIOD FROM MARCH 7, 2003 THROUGH
THE SEPARATION DATE, AND AUTHORIZE JOHNSON TAKING SUCH VACATION TIME; PROVIDED,
HOWEVER THAT JOHNSON WILL MAKE HIMSELF AVAILABLE TO THE COMPANY AND THE BANK
DURING SUCH VACATION TIME AS NECESSARY TO FULFILL HIS DUTIES AS CHIEF FINANCIAL
OFFICER.
THE COMPANY AND THE BANK WILL MAKE A GOOD FAITH EFFORT NOT TO UNDULY
INTERRUPT JOHNSON'S VACATION AND TO LIMIT ITS REQUESTS FOR ASSISTANCE DURING HIS
VACATION TO ONCE PER WEEK.
B.
VACATION.
FOLLOWING THE SEPARATION
DATE, THE BANK SHALL PAY JOHNSON A LUMP SUM FOR HIS REMAINING ACCRUED AND UNUSED
VACATION TIME.
IF JOHNSON USES VACATION TIME FOR EACH BUSINESS DAY FROM THE
DATE OF THIS AGREEMENT THROUGH THE SEPARATION DATE, THE LUMP SUM WILL BE
$6,730.77, LESS ALL LEGALLY REQUIRED AND AUTHORIZED WITHHOLDINGS, BASED UPON AN
ANTICIPATED UNUSED VACATION ACCRUAL BALANCE OF 112 HOURS.
IF JOHNSON DOES NOT
USE VACATION TIME FOR EACH DAY FROM THE DATE OF THIS AGREEMENT THROUGH THE
SEPARATION DATE, HIS ACCRUED VACATION WILL BE ADJUSTED UPWARD IN ACCORDANCE WITH
THE REGULAR POLICIES AND PRACTICES OF THE BANK.
3
4.
SEVERANCE PAYMENTS.
THE BANK WILL MAKE
THE SEVERANCE PAYMENTS SET FORTH IN SUBPARAGRAPHS 4.A, 4.B, AND 4.C BELOW TO
JOHNSON OR ON HIS BEHALF IN LIEU OF ANY FURTHER PAYMENTS OR COMPENSATION THAT HE
WOULD OTHERWISE BE ENTITLED TO RECEIVE UNDER THE EMPLOYMENT AGREEMENT, ANY
INCENTIVE PROGRAM OR PLAN, OR AS AN EMPLOYEE, OFFICER OR DIRECTOR OF THE COMPANY
OR OF THE BANK.
THE BANK WILL MAKE SUCH PAYMENTS ONLY IF (I) JOHNSON HAS NOT
REVOKED THIS AGREEMENT OR THE RELEASE WITHIN THE REVOCATION PERIOD SET FORTH IN
PARAGRAPH 23 BELOW (THE "REVOCATION PERIOD"), (II) THE BANK HAS RECEIVED WRITTEN
CONFIRMATION FROM JOHNSON, IN THE FORM ATTACHED TO THIS AGREEMENT AS EXHIBIT D,
DATED NOT EARLIER THAN THE DAY AFTER THE EXPIRATION OF THE REVOCATION PERIOD,
THAT JOHNSON HAS NOT REVOKED AND WILL NOT REVOKE THIS AGREEMENT OR THE JOHNSON
RELEASE, AND (III) JOHNSON HAS NOT BREACHED HIS OBLIGATIONS PURSUANT TO THIS
AGREEMENT OR THE JOHNSON RELEASE.
A.
SEVERANCE PAY.
THE BANK SHALL PAY
JOHNSON AS SEVERANCE PAY $10,937.50, LESS ALL LEGALLY REQUIRED AND AUTHORIZED
WITHHOLDING, PAYABLE IN A LUMP SUM ON THE LATER OF (I) THE BANK'S FIRST
REGULARLY SCHEDULED PAYROLL DATE AFTER THE SEPARATION DATE OR (II) TWO BUSINESS
DAYS AFTER THE EXPIRATION OF THE REVOCATION PERIOD.
B.
INCOME MAINTENANCE.
SUBJECT TO THE
LIMITATIONS SET FORTH BELOW, THE BANK