RESIGNATION AND RELEASE AGREEMENT
Exhibit 10.8
This Resignation and Release Agreement (the “Agreement”) is entered into by and between the
Federal Home Loan Bank of Des Moines (the “Bank”) and Xxx Angle (“Ms. Angle”) to set forth the
terms and conditions of Ms. Angle’s employment separation from the Bank, and her resignation from
her employment and position as an officer of the Bank.
RECITALS
A. Ms. Angle has been employed by the Bank as its Chief Operating Officer.
B. Ms. Angle has stated her desire to resign her position and employment with the Bank
effective March 31, 2006, and she wishes to accept the severance payments described herein and to
release the Bank from any and all claims concerning her prior employment; and
C. The Bank is willing to provide Ms. Angle with severance payments subject to the terms and
conditions contained in this Agreement.
AGREEMENT
To provide Ms. Angle with severance pay, and to fully and finally resolve any and all issues
Ms. Angle may have regarding her employment with the Bank, including the separation of that
employment, Ms. Angle and the Bank agree as follows:
1. Resignation. Upon signing this Agreement, Ms. Angle shall submit a written letter to the
Bank’s Acting President and Chief Executive Officer resigning her employment with the Bank and her
position as the Bank’s Chief Operating Officer. The Bank shall accept Ms. Angle’s resignation and
her last day of employment with the Bank shall be March 31, 2006.
2. Severance Pay. In consideration of the releases contained herein, and for other good and
valuable consideration, the Bank shall pay Ms. Angle a total gross severance pay equal to One
Hundred Forty Two Thousand Five Hundred Dollars ($142,500). Such severance payments shall be made
in the following manner: (a) a single lump sum payment of Ninety Two Thousand Five Hundred Dollars
($92,500) made payable on the eighth day after the Agreement is executed, or March 31, 2006,
whichever occurs later; and (b) five equal monthly payments of Ten Thousand Dollars ($10,000), with
the first payment being made on April 30, 2006 and the next four payments being made on the last
day of each subsequent month thereafter (the “Severance Period”). The Bank’s obligation to make
any additional severance payments during the Severance Period shall, however, cease if Ms. Angle
materially breaches any of the terms of the Agreement, including, but not limited to, the
obligations contained in Sections 7, 9, 10, 15, 16, or 17 below. Ms. Angle agrees and stipulates
that the severance payments described herein are being paid to her as a special allowance, and that
she is not entitled to receive said payments under any contract between the Bank and her, or
pursuant to any Bank policy or practice.
3. Medical Insurance Coverage and Continuation. The Bank will continue Ms. Angle’s coverage
under the Bank’s group medical and dental plans on the same terms and conditions as other employees
of the Bank through September 30, 2006. The Bank’s obligation to continue Ms. Angle’s coverage
pursuant to this Section shall, however, cease if Ms. Angle
obtains other employment that provides her dependants and her with medical or dental insurance
comparable to the coverage provided under the Bank’s group health and dental plans, and Ms. Angle
agrees to timely notify the Bank if she obtains comparable insurance coverage. If Ms. Angle has
not obtained other comparable group medical or dental insurance coverage, Ms. Angle, and her
eligible dependants, shall have the opportunity, after September 30, 2006, to continue group
medical and dental insurance for an additional eighteen months through the Bank, at her or their
own expense, to the extent and manner required by COBRA or any applicable state law. The Bank will
provide Ms. Angle with a separate notice summarizing her continuation coverage rights and
obligations, as well as an election form.
4. Outplacement Services and Access to Search Firms. Ms. Angle shall be provided with up to
six months of career transition services at the Bank’s expense. Career Resources Group of West Des
Moines, Iowa shall provide the career transitional services to Ms. Angle, and the total cost of
said services shall not exceed Seven Thousand Dollars ($7,000). The Bank agrees to notify
search firms that it has used in the past, whether on a retained or a contingent basis, and to
advise them that the Bank waives any provision in agreements with those search firms that such
search firms may not contact or work with Ms. Angle to obtain other employment for Ms. Angle.
5. Other Benefits. Ms. Angle shall receive appropriate payments pursuant to the Pentegra
Defined Contribution Plan for Financial Institutions, the Pentegra Defined Benefit Plan for
Financial Institutions, and the Benefit Equalization Plan determined as of March 31, 2006. In
addition, on or before March 31, 2006, Ms. Angle shall be paid for the 274.67 hours of vacation she
has accrued, but not used, through March 31, 2006.
6. No Additional Compensation. Ms. Angle and the Bank agree that, except as expressly set
forth in the Agreement, Ms. Angle shall not be entitled to receive any additional compensation,
bonuses, incentive compensation, employee benefits or other consideration from the Bank in
connection with, or in any way related to her resignation from, or prior employment by the Bank.
More particularly, Ms. Angle shall not be entitled to make contributions to the Pentegra Defined
Contribution Plan for Financial Institutions, the Pentegra Defined Benefit Plan for Financial
Institutions, and the Benefit Equalization Plan from the severance payments described in Section 2
of the Agreement. For purposes of clarity, Ms. Angle agrees to forfeit any bonus payments that
were, or may be, due her under the Bank’s Gainsharing Plan based on her, or the Bank’s, performance
during 2005, or any payments under the Bank’s Long-Term Incentive Plan.
7. Return of Bank Property. Ms. Angle represents and warrants that she will immediately
return to the Bank all Bank property including, without limitation, any, keys, access cards,
parking pass, credit cards, books, manuals, files, computer software, disks and the like, as well
as all paper and electronic copies of materials and documents in her possession or under her direct
or indirect control relating to the Bank, its business, employees, and customers, and that she has
not retained copies, in whatever form, of any such materials or documents. Notwithstanding
anything to the contrary set forth herein, the Bank hereby acknowledges and agrees that Ms. Angle
may retain, as her own property, her copies of all documents in her individual personnel file, such
as her performance reviews, payroll and tax records, and similar personal records.
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8. Complete Release of Claims by Ms. Angle. In consideration of the severance payments
described in Section 2 of the Agreement, and other good and valuable consideration, which are given
to Ms. Angle specifically in exchange for the release as a result of negotiations between the Bank
and her, Ms. Angle, on behalf of herself, her marital community, and her and their heirs,
successors and assigns, hereby releases and discharges the Federal Home Loan Bank of Des Moines,
its employee benefit plans, its current or former directors, officers, employees, agents, insurers,
attorneys, consultants, and auditors, and any and each of their successors and assigns and
predecessors (“Released Parties”), from any and all claims, charges, causes of action and damages
(including attorneys’ fees and costs actually incurred), known and unknown (“Claims”), including
those Claims related in any way to Ms. Angle’s employment with the Bank, or the termination of her
employment relationship or position as an officer of the Bank, arising on or prior to the effective
date of the Agreement. It is understood and agreed that the waivers in the Agreement are not
intended to waive Ms. Angle’s rights: (a) to indemnification from the Bank or its insurers pursuant
to any applicable provision of the Bank’s bylaws or policies, or pursuant to applicable law; (b)
under ERISA to receive her accrued vested benefits and the benefits specifically reserved for her
in the Agreement; or (c) respecting the Bank’s obligations under the Agreement.
For the purposes of implementing a full and complete release and discharge of the Bank and the
other Released Parties, and each of them, Ms. Angle expressly acknowledges that the Agreement is
intended to include in its effect, without limitation, all Claims which she does not know or
suspect to exist in her favor at the time she signs the Agreement, and that the Agreement is
intended to fully and finally resolve any such Claim or Claims.
The release contained in this Section 8 specifically includes, but is not limited to, rights
and claims under the local, state or federal laws prohibiting discrimination in employment,
including the Civil Rights Acts, the Americans with Disabilities Act, the Age Discrimination in
Employment Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act
(except as otherwise stated herein), the employee protection provisions of the Federal Deposit
Insurance Act (12 U.S.C. § 1831j), Title VII of the Civil Rights Act of 1964, the Xxxxxxxx-Xxxxx
Act of 2002, Iowa’s Wage Payment Collection Act, as well as any other state or federal laws or
common law theories relating to discrimination in employment, the termination of employment, or
personal injury, including without limitation all claims for wrongful discharge, breach of
contract, fraud, defamation, loss of consortium, infliction of emotional distress, additional
compensation, back pay or benefits (other than as provided for in the Agreement), or any claim that
the termination of Ms. Angle’s employment violated a public policy or policies of Iowa or the
United States. The releases contained in this Section 8 does not include any claims Ms. Angle has,
or may have, pertaining to Ms. Angle’s right or entitlement to vested benefits under the Pentegra
Defined Contribution Plan for Financial Institutions, the Pentegra Defined Benefit Plan for
Financial Institutions, and the Benefit Equalization Plan.
9. Covenant Not to Xxx. Ms. Angle represents that she has not filed any Claim that was
released in the Agreement against the Bank or its Released Parties with any court or government
agency, and that she will not, to the extent allowed by applicable law, do so at any time in the
future; provided, however, that the covenants contained in this Section will not prevent Ms. Angle
from filing a claim to enforce the terms of the Agreement. If any government
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agency brings any claim or conducts any investigation against the Bank, nothing in the
Agreement forbids Ms. Angle from cooperating in such proceedings.
10. Future Cooperation. Before her employment with the Bank ends, Ms. Angle shall compile and
present to the Bank’s Acting President and Chief Executive Officer, a list of the projects and
assignments previously assigned to her, or within her area of responsibility, that will need to be
re-assigned to other staff. Ms. Angle further agrees that until September 30, 2006, she will make
herself reasonably accessible to the Bank to answer questions and otherwise assist the Bank
regarding the proper transition of the uncompleted projects and assignments contained on the list
she compiles, and regarding any other issues and matters for which she was responsible as the
Bank’s Chief Operating Officer. Ms. Angle further agrees to provide said assistance at no
additional cost or expense to the Bank. In addition, Ms. Angle agrees to make herself reasonably
available to the Bank in connection with any claims, disputes, investigations, regulatory
examinations, or actions, lawsuits, or administrative proceedings relating to matters in which she
was substantially involved during the period she was employed by the Bank, and to provide
information, give depositions or testimony, and otherwise cooperate in the investigation, defense,
or prosecution of such actions. Upon submission of appropriate documentation, the Bank will pay
for any reasonable expenses Ms. Angle incurs in connection with any such efforts, including lost
salary, wages, or vacation pay.
11. Voluntary Agreement; Full Understanding; Advice of Counsel. Ms. Angle understands and
acknowledges the significance of the Agreement and acknowledges that the Agreement is voluntary and
has not been given as a result of any coercion. Ms. Angle also acknowledges that she has been
given full opportunity to review and negotiate the Agreement, that she has been specifically
advised to consult with legal counsel prior to signing it, that she has, in fact, carefully
reviewed it with her attorney before signing it, and that she executes the Agreement only after
full reflection and analysis.
12. No Representations. Ms. Angle acknowledges that, except as expressly set forth herein, no
representations of any kind or character have been made to her by the Bank or by any of the Bank’
agents, representatives or attorneys to induce the execution of the Agreement.
13. Review and Revocation Periods. Ms. Angle has 21 days to consider the Agreement before
signing it. Ms. Angle may use as much or as little of the 21-day period as she wishes before
signing. To accept the Agreement, Ms. Angle must return the signed Agreement to Mr. L. Xxxxx Xxxxx
Xx., General Counsel, on or before that day and time. Ms. Angle understands and acknowledges that
she has seven (7) days after signing the Agreement to revoke it. To revoke the Agreement, Ms.
Angle must deliver a written notice of revocation to Xx. Xxxxx at the Bank no later than 5:00 pm,
Central Standard Time, on the seventh day after the Agreement is executed. If Ms. Angle revokes
the Agreement, she will not receive any of the benefits described in the Agreement.
14. Nonadmission. The Agreement shall not be construed as an admission of wrongdoing or
evidence of any noncompliance with, or violation of, any statute or law, or any rule, regulation,
order, or agreement by the Bank or by Ms. Angle.
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15. Confidential Information.
(a) Acknowledgement of Receipt of Confidential Information. Ms. Angle acknowledges that she
has occupied, a position of high trust and confidence with the Bank, and during Ms. Angle’s
employment with the Bank, she has become familiar with the Bank’s trade secrets, business plans and
strategies, and with other proprietary and confidential information concerning the Bank, its
business, employees and members. Ms. Angle also understands that she may have access to such
information if she is called upon to provide services under Section 10 of the Agreement. Ms. Angle
agrees that (a) the agreements and covenants contained in this Section are essential to protect the
Bank and the goodwill of its business; (b) the Bank would be irreparably damaged if Ms. Angle were
to disclose confidential information in violation of these provisions of the Agreement; and (c) the
severance payments provided her under Section 2 of the Agreement are given to her in part in
exchange for her agreement to the restrictions set forth below. As used in the Agreement,
“Confidential Information” shall mean any information relating to the business or affairs of the
Bank or its customers, including but not limited to information relating to non-public financial
statements, identities of potential members, suppliers, software tools, business methods,
equipment, programs, methodologies, strategies and information, analyses, reports, models,
calculations, profit margins, exam findings, Board of Directors matters, or other proprietary
information used by the Bank in connection with its business, provided, however, that Confidential
Information shall not include any information which is in the public domain or becomes known in the
industry or becomes part of the public domain through no wrongful act on the part of Ms. Angle.
Ms. Angle acknowledges that the Confidential Information is vital, sensitive, confidential and
proprietary to the Bank.
(b) Agreement to Maintain Confidentiality of Bank Information. Ms. Angle shall keep secret
and retain in strictest confidence, and shall not, without the prior written consent of the Bank,
furnish, make available or disclose to any third party (except in furtherance of the Bank’s
business activities and for the sole benefit of the Bank) or use for the benefit of herself or any
third party, any Confidential Information.
(c) Non-Solicitation of Employees. Ms. Angle understands and agrees that the relationship
between the Bank and its employees constitutes a valuable asset of the Bank that may not be
converted to Ms. Angle’s use without causing irreparable damage to the Bank. Accordingly, and in
further consideration of the severance payments described in Section 2 of this Agreement, Ms. Angle
agrees that for one year after her employment with the Bank ends, she will not directly, or
indirectly, on her own behalf, or the behalf of any person, corporation, or other entity, solicit,
entice, or in anyway encourage, any Bank employee to terminate his or her employment with the Bank
to accept employment with any employer that also employs Ms. Angle, or has offered Ms. Angle
employment. The non-solicitation prohibitions contained in this subsection (c) shall not, however,
apply to any communications initiated by Bank employees, and not by Ms. Angle.
(d) Remedies. Ms. Angle acknowledges and agrees that the covenants set forth in this Section
15 are reasonable and necessary for the protection of the Bank’s business interests, that
irreparable injury will result to the Bank if Ms. Angle breaches any of her confidentiality
obligations under the Agreement, and that in the event of Ms. Angle’s actual or threatened breach
of such confidentiality obligations, the Bank will have no adequate remedy at law. Ms. Angle
accordingly agrees that in the event of any actual or threatened breach by her of any of her
confidentiality obligations under this Section, the Bank shall be entitled to immediate temporary
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injunctive and other equitable relief, without bond and without the necessity of showing
actual monetary damages, subject to hearing as soon thereafter as possible. Nothing contained
herein shall be construed as prohibiting the Bank from pursuing any other remedies available to it
for such breach or threatened breach, including the recovery of any damages which it is able to
prove.
16. Confidentiality of Agreement. Ms. Angle agrees that she will keep the fact, terms,
conditions, and contents of this Agreement completely confidential and she will not publicize or
disclose the facts, terms, conditions, or contents of this Agreement in any manner, in writing or
orally, to any persons, directly or indirectly, or by or through an agent, representative,
attorney, or any other person. Ms. Angle may, however, disclose the terms of this Agreement to her
spouse, her attorney, or to her tax advisors and accountants as necessary; however, Ms. Angle shall
specifically advise those individuals of the confidential nature of the information being
disclosed, and any subsequent disclosure by any of them shall be deemed a disclosure by Ms. Angle.
In addition, Ms. Angle may disclose information described in this paragraph pursuant to a duly
authorized subpoena provided Ms. Angle provides the Bank with prior notice of the subpoena and with
a meaningful opportunity to take, if the Bank chooses to do so, whatever actions necessary to quash
said subpoena.
17. Non-disparagement. Except for any Required Disclosures (defined below), the parties
shall not, directly or indirectly, publish or make any statements to third parties that are
critical of, or in anyway disparage, the other party, which with respect to the Bank shall include
the Bank’s current or former directors, officers, employees agents, attorneys, consultants, or
auditors. For purposes of this Section, Required Disclosures shall mean any disclosures made (1)
to the Bank’s senior management, Board of Directors, attorneys, accountants, or to any other Bank
employees, agents, and advisors who have a need to know such information; (2) to any applicable
stock exchange, the Securities and Exchange Commission (the “SEC”), the Federal Housing Finance
Board, or any other regulatory body or governmental authority; (3) to the extent appropriate under
applicable law, rule or regulation, including filing a copy of this Agreement in any public SEC
filing; or (4) pursuant to an order issued by a court or other tribunal or agency or authority of
competent jurisdiction.
18. Applicable Law; Venue; Interpretation. The Agreement shall be interpreted in accordance
with the laws of the State of Iowa, without regard to its conflict of laws. Any lawsuit between
the parties arising out of the Agreement shall be brought in the Iowa District Court in and for
Polk County, or in the United States District Court, Southern District of Iowa, Central Division,
if appropriate federal jurisdiction exists. The language of the Agreement shall be construed as a
whole according to its fair meaning.
19. Tax Withholdings and Deductions. All payments described herein shall be subject to
applicable federal, state, and local tax withholdings and deductions.
20. Complete Agreement. The Agreement represents and contains the entire understanding
between the parties in connection with the subject matter of the Agreement. The Agreement shall
not be modified or varied except by a written instrument signed by Ms. Angle and the Chairman of
the Board of the Bank. It is expressly acknowledged and recognized by all parties that all prior
written or oral agreements, understandings or representations between the parties are merged into
the Agreement.
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21. Invalidity. It is understood and agreed that if any provisions of the Agreement are held
to be invalid or unenforceable, the remaining provisions of the Agreement shall nevertheless
continue to be fully valid and enforceable.
22. Execution. The Agreement may be executed with duplicate original counterparts with faxed
signatures, each of which shall constitute an original and which together shall constitute one and
the same document.
PLEASE READ CAREFULLY. THE AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
| FEDERAL HOME LOAN BANK OF DES MOINES |
Xxx Angle | |||||||||
By
|
/s/ Xxxx X. Xxxxxxxx | By | /s/ Xxx X. Angle | |||||||
| Xxxx Xxxxxxxx, Acting President | Xxx Angle | |||||||||
| and Chief Executive Office | ||||||||||
| Date | March 28, 2006 | |||||||||
Date
|
March 29, 2006 | |||||||||
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