SEPARATION AND CONFIDENTIALITY AGREEMENT
This AGREEMENT ("Agreement") is entered into this 4th day of March,
2005 ("Effective Date") by and among SE Financial Corp. (the "Company") with its
principal place of business headquartered in Philadelphia, Pennsylvania, St.
Edmond's Federal Savings Bank ("Bank"), a federally chartered savings bank
having its principal place of business located in Philadelphia, Pennsylvania
(collectively the "Companies") and Xxxxx X. XxXxxxx ("Employee").
WHEREAS, Employee has previously served as the President and Chief
Executive Officer of each of the Companies and as a member of the board of
directors of the Bank;
WHEREAS, the Companies recognize the specialized knowledge of Employee
related to the business affairs of the Companies; and
WHEREAS, Employee, the Company and the Bank desire to enter into a
separation and confidentiality agreement upon the terms and conditions
hereinafter contained;
NOW, THEREFORE, in consideration of the covenants and terms contained
in this Agreement as set forth herein and of the respective and mutual benefits
accruing to the Company, the Bank and to Employee from such a separation and
confidentiality agreement by, between and among the parties as set forth by the
terms of this Agreement, Company, Bank and Employee, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
each intending to be legally bound, hereby agree as follows:
1. Resignation as an Officer, Director and Employee
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This Agreement constitutes written notice from Employee and acceptance
by the Company, the Bank, and all other subsidiaries of such entities, that
Employee hereby irrevocably resigns from any and all positions with the Company,
the Bank and any and all subsidiaries thereof as follows:
(a) Effectively immediately with the execution of this Agreement,
Employee will cease to be a director of the Bank or a member of any and all
committees on which he may serve in any capacity and/or by reason of the office
he may have held with the Company and/or with the Bank and as an officer and
director of any other subsidiaries of such entities.
(b) Effective upon the close of business on March 11, 2005 (the
"Termination Date"), Employee: (i) will resign as President and Chief Executive
Officer of the Company and of the Bank; and (ii) will cease to be an employee of
the Company and of the Bank and all subsidiaries of either the Company or the
Bank; and (iii) will no longer be considered to be an employee of either the
Company or the Bank for any purpose.
(c) From the Effective Date up to and including the Termination Date,
Employee shall assist the Companies in the orderly and timely transfer of
responsibilities as may be requested by
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the Companies, but is not required nor permitted to be physically present at the
place of business of the Companies unless specifically requested by an
authorized representative of the Companies and is not expected to provide any
other service on behalf of the Companies, except as provided in this Agreement.
(d) Employee will be permitted to make arrangements with Xxxxxx
Xxxxxxxxxx, Chief Financial Officer, to remove his personal belongings from the
premises of the Companies before the Termination Date.
(e) Employee will promptly take all necessary steps required by the
Companies to resign from them as an officer, director or employee.
2. Compensation
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(a) From the Effective Date through the Termination Date: (i) the Bank
will continue to pay Employee his regular salary, less any applicable and usual
deductions, including but not limited to, federal, state and municipal income
taxes, and any other deductions regularly made pursuant to Employee's
instruction, in accordance with the Bank's regular payroll schedule; and (ii)
Employee shall continue to be eligible to participate in the Bank's Employee
Stock Ownership Plan, 401K Savings Plan, Incentive Compensation Plan, and
Executive Life Insurance Program (collectively, the "Benefit Plans"). Benefits
payable to Employee under the Benefit Plans will be made in accordance with the
specific terms and conditions of such Benefit Plans.
(b) On the Termination Date: (i) payment of Employee's regular salary
and all other forms of compensation, except as provided in this Agreement, shall
cease; and (ii) Employee's participation, coverage and entitlement to any and
all benefits, including but not limited to, fringe benefits under the Companies'
programs, plans and practices, including but not limited to, the Benefit Plans,
shall cease. Employee's right to any vested benefits at termination of his
employment, including but not limited to, Employee's right to any vested
benefits upon termination of his employment under the Bank's Incentive
Retirement Agreement, will be determined in accordance with the terms of the
applicable plan documents.
(c) Beginning on the first regular pay day following the latter of the
Termination Date or the expiration of the Revocation Period as defined in this
Agreement, and provided that Employee has complied with and continues to comply
with the terms of this Agreement, Employee will receive severance compensation
from the Company for a period of six (6) months, payable in biweekly
installments, in accordance with the Company's regular payroll practices, at the
biweekly equivalent of Employee's former salary on the day prior to the
Termination Date (exclusive of any and all additional forms of compensation
including fringe benefits, bonuses, commissions, overtime, benefit
contributions, etc.) (the "Severance Payments"). Employee acknowledges that he
will no longer be an employee and will not be entitled to participate in any
Company or Bank benefit programs or plans, including the Benefit Plans, after
the Termination Date.
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(d) Employee acknowledges that Employee's compliance with the terms and
conditions of this Agreement, including but not limited to, Employee's
obligations of timely and orderly transfer of responsibilities, confidentiality
and non-disparagement towards the Companies, Employee's obligation not to
compete with the Companies, and the General Release of Claims against the
Companies, is a material component and inducement for the Companies to enter
into this Agreement. Employee further acknowledges that a breach of any of these
provisions of the Agreement will immediately void the Companies' obligation to
make any Severance Payments under this Agreement.
3. Non-Competition, Non-Solicitation and Protection of Confidential
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Information
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(a) Employee will not, without the prior written consent of the
Companies, directly or indirectly communicate or divulge, or use for his own
benefit or for the benefit of any other person, firm, association, or
corporation, any of the trade secrets, proprietary data or other confidential
information communicated to or otherwise learned or acquired by Employee from
the Companies or from any source in the course of his employment by and with the
Companies or in his role as an officer and/or director of the Companies
("Confidential Information"), except that Employee may disclose such matters to
the extent that disclosure is ordered by a court or governmental agency of
competent jurisdiction, only after giving the Companies advance notice of the
ordered disclosure providing the Companies a reasonable opportunity to make such
filings as they may deem appropriate with respect to the ordered disclosure.
Confidential Information under this paragraph shall not include any information
which is a matter of public record or information generally available to the
public as a result of a non-prohibited disclosure by a third party.
(b) For a period of twelve (12) months following the Effective Date of
this Agreement, Employee will not contact, with a view toward selling, acquiring
or consuming any product or service competitive with any product or service sold
or which Employee knows is proposed to be sold or performed by any of the
Companies, any person, firm, association or corporation (i) to which the
Companies sold any product or service during the five years prior to the
Effective Date, (ii) which Employee solicited, contacted or otherwise dealt with
on behalf of the Companies, (iii) which Employee was otherwise aware was a
client of the Companies, (iv) with which the Companies contracted to develop
products for the Bank or to promote its business or (v) whom either of the
Companies was soliciting with a view toward selling, acquiring or consuming any
product or service during the five years prior to the Effective Date. Employee
will not directly or indirectly make any such contact, either for his own
benefit or for the benefit of any other person, firm, association, or
corporation.
(c) For a period of twelve (12) months following the Effective Date of
this Agreement, Employee will not, directly or indirectly, contact or attempt to
persuade any employee, contractor, business partner, supplier, agent,
independent contractor or customer of either of the Companies to terminate his,
her or its relationship with the Companies or do any act that may result in the
impairment of the relationship between the Companies and any employee,
contractor, business partner, supplier, agent, independent contractors and
customer of either of the Companies.
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(d) For a period of twelve (12) months following the Effective Date of
this Agreement, Employee shall not, on his own behalf or on behalf of others,
employ, solicit, or induce, or attempt to employ, solicit or induce, any
employee of the Companies, for employment with any enterprise (including but not
limited to, a savings and loan association, bank, credit union, or insurance
company), nor will Employee directly or indirectly, on his behalf or for others,
seek to influence any employee of the Companies to leave the employ of the
Companies.
(e) During the period when Employee is receiving Severance Payments,
Employee shall not directly or indirectly, own, manage, operate, finance, join,
control or participate in the ownership, management, operation, financing or
control of, or be connected with as an officer, director, employee, partner,
principal, agent, representative, consultant or otherwise, or use or permit his
name to be used in connection with any entity in the financial services industry
(including banks, thrifts, credit unions, mortgage companies, etc.) within the
Bank's Community Reinvestment Act ("CRA") coverage area.
(f) Employee shall not:
(i) propose to the Company or any other person, any transaction
between a third-party and the Company and/or its security holders or involving
any of its securities or security holders ("Extraordinary Transaction");
(ii) acquire, offer to acquire, agree to acquire, or assist,
advise or encourage any person or entity, in acquiring, directly or indirectly,
by purchase, tender offer or otherwise, any voting securities or direct or
indirect rights to acquire any voting securities of the Company or any
subsidiary thereof, or of any successor to, or person in control of the Company,
or any asset of the Company or any subsidiary or division thereof or of any such
successor or controlling person; provided that such limitations on the
activities of Employee shall not apply to such Employee with respect to any
proposal or transaction presented by a third-party to the Company which shall be
approved or endorsed by the Company in advance of any public announcement of
such proposal or transaction for actions taken by Employee after such Company
approval or endorsement;
(iii) make, or in any way participate, directly or indirectly, in
any "solicitation" of "proxies" to vote (as such terms are defined and used in
the rules and regulations of the Securities and Exchange Commission), or seek to
advise or influence any person or entity with respect to the voting of any
voting securities of the Company;
(iv) make any public announcement with respect to, or submit a
proposal for, or offer of (with or without conditions) any Extraordinary
Transaction involving the Company or any of its securities or assets;
(v) form, join or in any way participate in a "group" as defined
in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or the
change in control rules of the Office of Thrift Supervision (12 C.F.R. part 574)
in connection with any of the foregoing; or
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(vi) otherwise act alone or "in concert" with others to seek to
"control" the management, Board of Directors or policies of the Company, or any
subsidiary thereof, within the meaning of 12 C.F.R. Part 574.
(g) Employee acknowledges that the type and periods of restrictions
imposed by this Section 3 of the Agreement are fair and reasonable, and that
such restrictions are intended solely to protect the legitimate interests of the
Companies and not to prevent him from earning a livelihood.
(h) Employee acknowledges and agrees that irreparable injury will
result to the Companies in the event of a breach of any of the provisions of
this Section 3 (the "Designated Provisions") and that the Companies will have no
adequate remedy at law with respect to such breach. Accordingly, in the event of
a material breach or the threat of a material breach of any Designated
Provision, and in addition to any other legal or equitable remedy the Companies
may have, the Companies shall be entitled to an order of specific performance
and/or the entry of a preliminary and a permanent injunction by a court of
competent jurisdiction located in the Commonwealth of Pennsylvania, or
elsewhere, and/or by any regulatory agency of competent jurisdiction, to
restrain the violation or breach by Employee. Employee further agrees that he
shall reimburse the Companies for their expenses, including without limitation,
the Companies' attorneys' fees and costs, incurred in enforcing this Section 3
of the Agreement if the Companies prevail in any suit or if Employee is found to
have breached or threatened to breach Section 3 of this Agreement.
(i) Employee further acknowledges that any breach of his obligations
under this Section 3 of the Agreement, in addition to all other remedies
provided for at law or equity or in this Agreement, will forfeit his right to
receive Severance Payments under this Agreement.
(j) Employee further acknowledges that the obligations imposed by this
Section 3 of the Agreement are in addition to any obligations imposed under the
Bank's Incentive Retirement Agreement and that Employee remains subject to the
obligations imposed by the Incentive Retirement Agreement under the terms of the
Incentive Retirement Agreement.
4. Non-Disparagement
-----------------
Employee will not make any public statements regarding the Companies
without the prior written consent of the Companies. Employee agrees that he will
not engage in any activity or make any statement, whether publicly or otherwise,
including but not limited to, any statements or activities made to or directed
at any employee, officer, customer, contractor or supplier of either of the
Companies, that may disparage or reflect negatively on either of the Companies,
including those entities and individuals related to either of the Companies,
including, but not limited to, the Companies' employees, management or Board of
Directors. Employee acknowledges that any breach of his obligations under this
Section 4 of the Agreement, in addition to all other remedies provided at law or
equity or in this Agreement, will forfeit his right to receive Severance
Payments under this Agreement.
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5. Confidentiality
---------------
Employee agrees that he shall maintain the confidentiality of the
negotiations leading up to this Agreement in the strictest confidence. Employee
agrees not to disclose or discuss the negotiations leading up to this Agreement,
except as actually required by law, with anyone other than his personal
accountant, the Internal Revenue Service, legal representative or spouse,
provided that, before disclosing the negotiations leading up to this Agreement
to any of the foregoing, Employee shall advise the recipient regarding the
existence of this confidentiality provision and require the recipient to
maintain the information in accordance with the same. If disclosure of the
negotiations is actually ordered by a court or regulatory agency of competent
jurisdiction, Employee will give the Companies reasonable advance notice of such
ordered disclosure and reasonable opportunity to make such filings as they may
deem appropriate with respect to such ordered disclosure before any such
disclosure is made. Employee acknowledges that any breach of his obligations
under this Section 5 of the Agreement, in addition to all other remedies which
the Companies may have at law or equity or in this Agreement, will forfeit his
right to receive Severance Payments under this Agreement.
6. Continuing Relationship with the Companies
------------------------------------------
(a) Employee acknowledges that, unless specifically authorized in
writing by an authorized representative of the Companies, as of the Effective
Date, none of Employee's personal or professional activities are approved by,
endorsed by, being promoted by or made in cooperation with the Companies, and he
shall not have power to bind the Companies.
(b) At all times on and after the Effective Date, unless specifically
required by the terms of this Agreement or approved in writing in advance by an
authorized representative of the Companies, Employee will make no
representations that any of his personal or professional activities are approved
by, endorsed by, being promoted by or made in cooperation with the Companies or
that he has the power to bind the Companies.
7. General Release, Acknowledgments and Covenants
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(a) Employee hereby irrevocably and unconditionally releases, acquits,
and forever discharges each of the Companies, their owners, parent,
subsidiaries, affiliates, related entities, officers, directors, agents,
employees, stockholders, successors, assigns, and Benefit Plans (collectively,
the "Releasee") from any and all claims, liabilities, demands, causes of action,
costs, expenses, attorneys' fees, damages, including future damages arising from
the alleged continuation of the effects of any past action, omission or event,
indemnities and obligations of every kind whatsoever, in law, equity or
otherwise, known or unknown, suspected or unsuspected, disclosed or undisclosed,
arising at any time prior to and including the Termination Date, based upon any
past action, omission, or event, whether or not in litigation, which Employee
may have or which could be asserted by another on Employee's behalf relating to
Employee's employment at the Companies and/or the cessation of employment,
including, but not limited to, claims pursuant to any federal, state or local
law, including without limitation claims of violation of Title VII of the Civil
Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with
Disabilities Act, the Age
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Discrimination in Employment Act, as amended by the Older Workers' Benefit
Protection Act (the Age Discrimination in Employment Act and the Older Workers'
Benefit Protection Act collectively, the "ADEA"), all state and local fair
employment and/or anti-discrimination laws and regulations, any other applicable
federal, state, or local law, order or regulation, tort claims, breach of
express or implied contract, claims for wrongful discharge, or any other cause
of action or claims (collectively, the "General Release"). This General Release
is for any and all relief, without regard to its form or characterization.
(b) Employee agrees not to pursue any Claim (as defined below) against
any Releasee (including without limitation any claim seeking reinstatement with
any of the Companies, or damages of any nature, severance, incentive or
retention pay, attorneys' fees or costs) by filing a lawsuit in any local, state
or federal court for or on account of anything which has occurred up to the
Termination Date as a result of Employee's employment with the Companies or
cessation thereof. Employee further agrees that Employee will not permit any
action or claim to be filed on Employee's behalf seeking monetary relief against
the Companies, and will not himself, nor permit any representative of Employee,
to be a member of any class or group seeking monetary relief against the
Companies in any matter relating to Employee's employment or cessation thereof,
and will not accept any such monetary relief against the Companies if sought.
Employee represents and warrants that Employee has not assigned or transferred
to any person or entity any Claims or any parts or portions thereof. For
purposes of this Section 7, "Claim" or "Claims" means any and all complaints,
claims, liabilities, obligations, promises, agreements, controversies, damages,
actions, causes of action, suits, rights, demands, costs, losses, debts and
expenses (including attorneys' fees and costs), known or unknown, that directly
or indirectly arise out of, relate to or concern Employee's employment or
cessation of employment with the Companies.
(c) Employee represents and warrants that Employee has not filed nor
joined in any claims, complaints, charges or lawsuits against any of the
Companies with any local, state or federal governmental agency or court of law
relating to his employment with the Companies.
(d) Employee acknowledges and agrees that, among other rights, Employee
is knowingly and voluntarily waiving and releasing any rights Employee may have
under the ADEA and that the General Release granted by Employee to the Companies
in this Agreement under Section 7(a) hereof is knowingly and voluntarily granted
by Employee.
(e) Employee acknowledges and agrees that the consideration given
pursuant to this Agreement, including but not limited to, the Compensation in
Section 2 hereof, by the Companies to Employee for, among other things, the
General Release in Section 7(a) hereof, is in addition to anything of value to
which Employee is already entitled to receive from the Companies.
(f) Employee acknowledges and agrees that Employee has been advised, as
required by the ADEA, that: (i) the General Release granted in this Agreement
does not relate to claims that may arise after this Agreement is executed; (ii)
Employee has the right to consult with an attorney prior to granting the General
Release (although Employee may choose voluntarily not to do so); (iii) Employee
has twenty-one (21) days from the date of first receipt of this Agreement in
which to
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consider the terms and conditions of this Agreement; (iv) Employee has a period
of seven (7) calendar days from the date of executing this Agreement (the
"Revocation Period") during which time Employee has the right to revoke this
Agreement, in writing to the Chairman of the Board of the Company, in which case
this entire Agreement will be null and void and of no force or effect on either
the Companies or Employee; and (v) the General Release in this Agreement shall
not be effective until the Revocation Period has expired.
8. Cooperation.
------------
(a) Employee agrees that at all times before and after the Termination
Date, Employee shall cooperate to the extent required by the Companies in the
execution of any documents or the performance of any activities necessary for
the Companies to complete performance under any agreements entered into by the
Companies or to fulfill the requirements of any regulatory authorities.
(b) At all times before and after the Termination Date, Employee shall
reasonably cooperate with the Companies in the defense or prosecution of any
claims or actions now in existence or which may be brought in the future against
or on behalf of the Companies that relate to events or occurrences that
transpired while Employee was employed by the Companies. Employee's cooperation
in connection with such claims or actions shall include, but not be limited to,
being available to meet with counsel to prepare for discovery or trial and to
act as a witness on behalf of the Company, the Bank and/or any of their
subsidiaries, at mutually convenient times.
(c) At all times before and after the Termination Date, Employee also
shall reasonably cooperate with the Companies in connection with any
investigation or review of any federal, state, or local regulatory authority as
any such investigation or review relates to events or occurrences that
transpired while Employee was employed by the Companies.
(d) The Companies shall, at the written request of Employee, reimburse
reasonable out-of-pocket expenses that Employee actually and reasonably incurred
in connection with Employee's performance of Employee's obligations pursuant to
this Section 8.
9. Neutral Reference
-----------------
Employment references shall be provided by the Companies in response to
Employee's request directed to Xxxxx X. Xxxxxx, Chairman of the Board. All
potential employers or their authorized agents making requests to the Companies
for references or recommendations regarding Employee shall be advised that the
Companies' policy is to provide dates of employment, position title, and to not
provide any additional information.
10. Return of Property.
-------------------
(a) Employee agrees that all documents, records, data, apparatus,
equipment, and other physical property, whether or not pertaining to
Confidential Information, which have been furnished to Employee by the
Companies, or which were produced by Employee in connection with
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Employee's employment with the Companies, are and remain the sole property of
the Companies. Employee represents and warrants that Employee has not retained
any such material or property or copies thereof.
(b) Employee acknowledges that he shall not be permitted to download or
remove any information from any of the Companies' computer systems, whether that
information is personal or professional. Provided, however, that should Employee
believe that he is entitled to remove or download any items from the computer
system, Employee may make a request identifying the items he wishes to remove.
The Companies agree not to unreasonably delay or withhold consent for such
download or removal, but reserve the right to reasonably limit the items
downloaded or removed. To the extent that permission is granted for such removal
or download, Employee must do so in the presence of Xxxxxx Xxxxxxxxxx, Chief
Financial Officer of the Bank, or another authorized representative designated
by the Companies, and must provide an accounting of what was downloaded or
removed, which accounting will be signed by both Employee and the Companies'
authorized representative.
11. Notices
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Any notice required or permitted to be given hereunder shall be in
writing. Notice given by registered or certified mail shall require a return
receipt and shall be effective on the date on which the return receipt is signed
by the addressee or the addressee's authorized representative. In the event of a
failure or refusal to acknowledge receipt, the notice shall be effective three
business days after it is properly sent by registered or certified mail, return
receipt requested. Notice may also be given by hand delivery or by
nationally-recognized overnight courier, and shall be effective upon delivery
when signed for by the addressee or the addressee's authorized representative.
Notice shall be addressed as follows: (i) notice to the Companies shall be
addressed to the Chairman of the Board at the principal offices of the
Companies; (ii) notice to Employee shall be sent to the address set forth
beneath Employee's signature to this Agreement; or (iii) to such other address
as either party may designate to the other from time to time by notice in
writing in compliance with this Section 11.
12. Assignability
-------------
This Agreement may not be assigned by Employee and shall be binding
upon Employee and his heirs. Employee agrees that the Companies may assign this
Agreement to an affiliate, subsidiary, or to a successor or assignee without the
prior written consent of Employee.
13. Severability
------------
Each of the sections contained in this Agreement shall be enforceable
independently of every other section in this Agreement, and the invalidity or
non-enforceability of any section shall not invalidate or render non-enforceable
any other section contained herein. If any section or provision in a section is
found to be invalid or unenforceable, it is the intent of the parties that a
court of
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competent jurisdiction shall reform the section or provisions to produce the
nearest enforceable practicable and/or economic equivalent.
14. Applicable Law and Consent to Jurisdiction
------------------------------------------
(a) This Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania, to the extent not preempted by federal law, without giving effect
to any choice of law provisions thereunder. The language of all parts of this
Agreement shall in all cases be construed as a whole, according to its fair
meaning, and not strictly for or against any of the parties.
(b) By executing this Agreement, Employee consents to the jurisdiction
of the courts of Common Pleas and the federal district courts of the
Commonwealth of Pennsylvania.
15. Integration and Modification.
-----------------------------
Employee acknowledges and agrees that any prior representations,
promises, or agreements between the parties relating to the subject matter of
this Agreement are hereby extinguished; that there are no oral or written
representations, promises, or agreements between the parties other than those
set forth herein, and that this Agreement constitutes the entire and only
agreement on the subject matters covered herein. No attempted modification or
waiver of any of the provisions hereof shall be binding on either party unless
made in writing and signed by both Employee and an authorized representative of
the Companies.
16. Further Acknowledgements.
-------------------------
In addition to acknowledgements elsewhere in this Agreement, Employee
further acknowledges and agrees that:
(a) No inducements, representations, or agreements have been made or
relied upon to make this Agreement, except as stated in this Agreement;
(b) Employee was given at least 21 days from the date of first receipt
of this Agreement on February 16, 2005, to consider the terms and conditions of
this Agreement;
(c) (i) Employee has carefully read this Agreement and has had
sufficient opportunity to review and deliberate this Agreement with or without
counsel of Employee's own choosing; and (ii) any choice by Employee to execute
this Agreement without the benefit of counsel was knowing and voluntary;
(d) Employee understands the terms and conditions of this Agreements
and signs this Agreement voluntarily;
(e) Employee must deliver this signed Agreement to the Company, to the
attention of Xxxxx X. Xxxxxx, Chairman of the Board, SE Financial Corp., 0000-00
Xxxx Xxxxxxxx Xxxxxx,
00
Xxxxxxxxxxxx, XX 00000, such that the Chairman of the Board of the Company
receives this executed Agreement no later than 21 days after Employee first
receives a copy of this Agreement;
(f) Employee understands that this Agreement shall not become effective
or enforceable until the Revocation Period has expired. Employee further
understands, acknowledges and agrees that, in order for Employee's revocation of
this Agreement to be effective, Employee's revocation must be made in writing
and delivered to Xxxxx X. Xxxxxx, Chairman of the Board, SE Financial Corp.,
0000-00 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000 no later than 5:00 PM EST
on the seventh (7th) calendar day after the date on which Employee signed this
Agreement.
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PLEASE CAREFULLY READ THIS AGREEMENT AND GENERAL RELEASE IN FULL. IT
CONTAINS A COVENANT NOT TO XXX AND A GENERAL RELEASE OF ALL KNOWN AND
UNKNOWN CLAIMS ARISING OUT OF YOUR EMPLOYMENT AND YOUR SEPARATION FROM
EMPLOYMENT, INCLUDING, BUT NOT LIMITED TO, THE RELEASE OF ALL CLAIMS
UNDER TITLE VII OF THE 1964 CIVIL RIGHTS ACT, THE AMERICANS WITH
DISABILITIES ACT, THE AGE DISCRIMINATION IN EMPLOYMENT ACT AS AMENDED
BY THE OLDER WORKERS' BENEFIT PROTECTION ACT, AND/OR ANY OTHER FEDERAL
OR STATE FAIR EMPLOYMENT OR ANTI-DISCRIMINATION STATUTES OR
REGULATIONS.
IN WITNESS WHEREOF, and intending to be legally bound hereby,
the parties hereto have executed this Agreement as of the date first
above written.
SE FINANCIAL CORP. ("Company")
ST. EDMOND'S FEDERAL SAVINGS BANK ("Bank")
By: /s/Xxxxx X. Xxxxxx
--------------------------------------
Xxxxx X. Xxxxxx
Chairman
I have read this Agreement, and I am fully aware of the legal effects
of the Agreement. I have chosen to execute the Agreement freely,
without reliance upon any promises or representations made by the
Company or the Bank other than those contained in this Agreement.
/s/Xxxxx X. XxXxxxx
--------------------------------------
Xxxxx X. XxXxxxx, Employee Signature
Xxxxx X. XxXxxxx
------------------------------------
Print Name
Employee's Address:
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