TERMINATION AND WAIVER
AGREEMENT
THIS TERMINATION AND WAIVER AGREEMENT (this
“Termination Agreement”) is made and entered into as of
this 19th day of September, 2009 (the “Effective Date”)
by and between HABERSHAM BANK (the “Bank”), and THOMAS
A ARRENDALE, III, a resident of the State of Georgia (the
“Director”).
Preamble :
WHEREAS, the Bank and Director are parties to
that certain Director Supplemental Retirement Plan Agreement
originally effective as of December 2, 1998, as amended by that
certain 409A Amendment thereto (the “SERP
Agreement”).
WHEREAS, the Bank and the Director are also
parties to that certain Life Insurance Endorsement Method Split
Dollar Plan Agreement dated as of December 2, 1998 (the
“Split Dollar Agreement”) (collectively, the SERP
Agreement and the Split Dollar Agreement are referred to herein as
the “Agreements”).
WHEREAS, the original purpose of the Agreements
was to provide the Director with an incentive to remain in the
service of the Bank by providing the Director with the opportunity
to receive supplemental retirement payments and death benefits in
connection with certain qualifying events.
WHEREAS, the Bank is negatively affected by the
current downturn in the financial services sector of the United
States economy.
WHEREAS, the Bank is under regulatory scrutiny
and is in the process of seeking alternatives to increase capital
and reduce expenses for the purpose of enhancing its financial
position and performance.
WHEREAS, the obligations represented by the
Agreements are impairing the Bank’s ability to address its
financial issues.
WHEREAS, pursuant to Subparagraph VII[C] of the
SERP Agreement, with the Director’s consent, the Bank desires
to terminate the SERP Agreement to cease the accrual of any new
benefit obligations under the SERP Agreement and, in connection
with the SERP Agreement’s termination, the Bank also desires
to obtain the Director’s consent to waive completely the
Director’s contractual rights to all of the benefit
obligations accrued under the SERP Agreement prior to the effective
date of the SERP Agreement’s termination so