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EXHIBIT 10.41
AGREEMENT AND RELEASE
This Agreement and Release (the "Agreement") is entered into between
Resource Bancshares Mortgage Group, Inc., a Delaware corporation (the
"Company"), and _____________ the "Optionee").
W I T N E S S E T H
WHEREAS, the Company and the Optionee entered into one or more
Non-Qualified Stock Option Agreements described in Exhibit A hereto (the "Option
Agreement(s)") pursuant to which the Company awarded to the Optionee the option
(the "Option") to purchase from the Company, at an exercise price per share set
forth in Exhibit A, up to but not exceeding in the aggregate the number of
shares (the "Option Shares") of common stock, par value $.01 per share, of the
Company (the "Common Stock") set forth in Exhibit A; and
WHEREAS, the Optionee has not been and, but for this Agreement would
not be, entitled to exercise the Option because the Optionee's employment by the
Company terminated prior to the receipt of the requisite stockholder approval of
the Company's Non-Qualified Stock Option Plan (the "Plan") under which the
Option was granted;
NOW, THEREFORE, in consideration of the mutual promises and agreements
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Optionee agree
as follows:
1. Release.
(a) The Optionee, on behalf of himself or herself and his or her
agents, heirs, successors, assigns and legal representatives, hereby waives and
releases the Company and its agents, servants, directors, officers, employees,
successors, assigns, legal representatives and affiliates (collectively the
"Released Parties") from any and all claims, causes of action, demands,
covenants and other rights, whether arising at law or in equity, whether direct
or indirect, whether presently accrued or hereafter accrued, which the Optionee
may have against any of the Released Parties including all claims or obligations
arising under the Option Agreement(s) or the Plan or in connection with the
Optionee's employment with the Company, except any claims or obligations arising
under the Company's pension plan.
(b) The Optionee agrees and understands that this full and final
release shall cover and shall include any and all future damages not now known
to the Released Parties or the Optionee, but which may later develop or be
discovered, including the effects and consequences thereof and all causes of
action therefor.
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2. Exercise of Option. The Company agrees to allow the Optionee to
exercise the Option to the extent that the Option was exercisable at the date of
the termination of the Optionee's employment (assuming requisite stockholder
approval of the Plan had been received) in accordance with the Option
Agreement(s) at any time and from time to time during the period commencing on
the date of signature of this Agreement by the Company and ending on
___________, but not thereafter.
3. Settlement and Compromise. This Agreement is executed by the parties
hereto for the purpose of settling any and all claims that could possibly have
existed under the Option Agreement(s) or the Plan or in connection with the
Optionee's employment with the Company, except any claims or obligations arising
under the Company's pension plan. The execution of this Agreement by the parties
hereto is not to be construed as an admission of liability on the part of any
party to this Agreement. It is expressly agreed and understood, as a condition
hereof, that this Agreement shall not constitute an admission on any part of the
parties hereto.
4. Miscellaneous.
(a) Binding on Successors and Representatives. The parties
understand and agree that this Agreement shall be binding upon and inure to the
benefit of not only themselves, but also the agents, heirs, successors, assigns
and legal representatives of the Optionee and the Released Parties.
(b) Entire Agreement; Relationship to Plan. This Agreement,
together with Option Agreement(s) and the Plan, constitutes the entire agreement
of the parties with respect to the Option and supersedes any previous agreement,
whether written or oral, with respect thereto.
(c) Amendment. Neither this Agreement nor any of the terms and
conditions herein set forth may be altered or amended orally, and any such
alteration or amendment shall be effective only when reduced to writing and
signed by each of the parties.
(d) Governing Law; Submission to Jurisdiction. This Agreement
shall be governed by and construed in accordance with the laws of the State of
South Carolina. The parties hereby consent to the exclusive jurisdiction and
venue of the Court of Common Pleas in Richland County, South Carolina for
purposes of adjudicating any issue arising hereunder.
(e) Construction of Terms. Any reference herein to the
singular shall be construed as the plural whenever the context requires and vice
versa.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the respective dates set forth below.
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
By:
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Title:
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Date:
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OPTIONEE:
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Date:
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EXHIBIT A
Percent Vested
Date of Option Number of at Termination
Agreement Option Shares(1) of Employment Exercise Price(1)
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(1) The number of Option Shares and exercise price have been adjusted for
all stock dividends since the date of the Option Agreement.