SECTION 4999 OF THE
INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.
3.
OPTIONS.
PFI HAS PREVIOUSLY GRANTED EMPLOYEE OPTIONS TO PURCHASE
50,000 SHARES OF PFI COMMON STOCK AT AN EXERCISE PRICE OF $5.07 PER SHARE (THE
"OPTIONS") PURSUANT TO PFI'S 1997 STOCK OPTION AND INCENTIVE PLAN (THE "PLAN").
ANYTHING TO THE CONTRARY NOTWITHSTANDING IN THE PLAN OR THE FORM OF AGREEMENT
EVIDENCING THE OPTIONS, PFI AGREES THAT: (A) THE OPTIONS SHALL NOT EXPIRE PRIOR
TO THE CLOSE OF BUSINESS ON AUGUST 2, 2015, THE ORIGINAL EXPIRATION DATE OF THE
OPTIONS (THE "EXPIRATION DATE") AND (B) THE OPTIONS SHALL BE EXERCISABLE IN FULL
AT ANY TIME BEGINNING ON THE DATE HEREOF AND ENDING AT THE CLOSE OF BUSINESS ON
THE EXPIRATION DATE.
2
EMPLOYEE, EMPLOYER AND PFI EACH EXPRESSLY ACKNOWLEDGES AND AGREES TO THE
TERMINATION OF SUCH OPTIONS AND SETTLEMENT IN CASH IN ACCORDANCE WITH AND AS
CONTEMPLATED IN THE AGREEMENT AND PLAN OF REORGANIZATION AMONG STARK BANK GROUP,
LTD, SBG II, LTD., AND PELICAN FINANCIAL, INC. DATED NOVEMBER 30, 2005.
4.
EMPLOYEE RELEASE.
IN CONSIDERATION OF THE PAYMENTS AND OTHER
BENEFITS DESCRIBED ABOVE IN PARAGRAPH 2 AND PARAGRAPH 3, EFFECTIVE AT THE
EFFECTIVE TIME, EMPLOYEE HEREBY UNCONDITIONALLY RELEASES AND COMPLETELY AND
FOREVER DISCHARGES EMPLOYER AND PFI, ON BEHALF OF AND FOR THE BENEFIT OF EACH OF
THEM, THEIR OFFICERS, DIRECTORS, PARTNERS, SHAREHOLDERS, AGENTS, ATTORNEYS,
EMPLOYEES, SUCCESSORS AND ASSIGNS ("EMPLOYER RELEASED PARTIES"), FROM ANY AND
ALL RIGHTS AND CLAIMS THAT HE MAY HAVE BASED ON OR RELATING TO THE EMPLOYMENT
AGREEMENT, EMPLOYEE'S EMPLOYMENT WITH THE EMPLOYER OR THE TERMINATION OF THAT
EMPLOYMENT FOR ANY AND ALL REASONS.
EMPLOYEE SPECIFICALLY RELEASES THE EMPLOYER
RELEASED PARTIES FROM ANY RIGHTS OR CLAIMS WHICH EMPLOYEE MAY HAVE BASED UPON
THE AGE DISCRIMINATION IN EMPLOYMENT ACT, WHICH PROHIBITS AGE DISCRIMINATION IN
EMPLOYMENT; TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, WHICH
PROHIBITS DISCRIMINATION IN EMPLOYMENT BASED ON RACE, COLOR, CREED, NATIONAL
ORIGIN OR SEX; THE EQUAL PAY ACT, WHICH PROHIBITS PAYING MEN AND WOMEN UNEQUAL
PAY FOR EQUAL WORK; THE AMERICANS WITH DISABILITIES ACT OF 1990, WHICH PROHIBITS
DISCRIMINATION AGAINST DISABLED PERSONS; THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT, WHICH REGULATES EMPLOYMENT BENEFITS; THE FLORIDA CIVIL RIGHTS ACT OF 1992;
OR ANY OTHER FEDERAL, STATE OR LOCAL LAWS OR REGULATIONS PROHIBITING EMPLOYMENT
DISCRIMINATION OR WHICH OTHERWISE REGULATE EMPLOYMENT TERMS AND CONDITIONS.
EMPLOYEE ALSO RELEASES THE EMPLOYER RELEASED PARTIES FROM ANY CLAIM FOR WRONGFUL
DISCHARGE, UNFAIR TREATMENT, BREACH OF PUBLIC POLICY, EXPRESS OR IMPLIED
CONTRACT, OR ANY OTHER CLAIMS ARISING UNDER COMMON LAW WHICH RELATE IN ANY WAY
TO EMPLOYEE'S EMPLOYMENT WITH
3
THE EMPLOYER OR THE TERMINATION THEREOF.
THIS RELEASE COVERS CLAIMS THAT
EMPLOYEE KNOWS ABOUT AND THOSE THAT
MAY NOT KNOW ABOUT UP THROUGH THE DATE OF
THIS AGREEMENT.
THIS RELEASE SPECIFICALLY INCLUDES ANY AND ALL CLAIMS FOR
ATTORNEY'S FEES AND COSTS WHICH ARE INCURRED BY EMPLOYEE FOR ANY REASON ARISING
OUT OF OR RELATING TO ANY OR ALL MATTERS COVERED BY THIS AGREEMENT. THIS RELEASE
DOES NOT COVER: (A) ANY