EXHIBIT B
SEVERANCE AGREEMENT AND COMPLETE AND PERMANENT RELEASE
April 19, 2002
Xx. Xxxxx X. Xxxxxxx
00000 Xxxxxxx Xxxx
Xxxxxxxxx XX 00000
1. Your employment with Blackhawk State Bank ("the Company") will end on May
1, 2002. This date is considered your termination date for benefit
purposes. In accordance with the terms of the Company's plans, no
contributions by the Company will be made on your behalf after May 1, 2002,
and payouts will be made to you in accordance with the terms of the plans.
2. The Company offers to do the following in consideration of your execution
and return of this Severance Agreement and Complete and Permanent Release
(the "Release):
a. Pay you twenty-six (26) weeks of severance pay at your current weekly
salary $1,923.08. The amounts paid to you pursuant to this sub-
paragraph will not be taken into account as compensation under any
welfare, pension, retirement or similar program that bases benefits in
whole or in part on compensation received from the Company;
b. Pay seventy-percent (70%) of the premium for COBRA health insurance
continuation coverage and 50% of the premium for COBRA dental
insurance continuation coverage [the Company will pay $356.29 medical
and $24.38 dental / month for employee + spouse coverage] through and
including the month in which you receive your last severance check
(hereafter referred to as the "severance period"), should you elect
continuation of these insurances. The Company will pay its portion
directly to the COBRA administrator and will deduct your portion of
the premiums from your severance checks. After the severance period,
you will be responsible for 100% of the cost of such continuation
coverage for as long as you may remain eligible;
c. Not contest your claim for unemployment compensation benefits based on
the circumstances of the termination of your employment with the
Company, if you apply for unemployment compensation benefits after
receipt of your last severance check. For unemployment compensation
purposes, the amounts paid under subparagraphs a and b shall be
allocated at a gross amount of $1,923.08 per week commencing with the
week in which you receive your first severance check; and,
d. Provide outplacement assistance through Xxxxx Transitions in Rockford
for up to twenty-six (26) weeks. Outplacement assistance will include
individual job search counseling, administrative assistance, use of
private office, unlimited access to personal computer, Internet and
resource materials, long distance calling, answering service, and
various other job search support supplies. Outplacement assistance
will end prior to the twenty-sixth (26th) week in the event you secure
other employment prior to the end of this time period.
3. You will start to receive your severance checks, less employment and income
tax withholdings, and your portion of COBRA medical and dental continuation
coverage, if elected, on the first normal pay date following your
termination date which falls at least ten (10) business days after you
execute and return this Release to the Company, directed to me. This is
because you have seven (7) calendar days from the date you sign this
Release to revoke and void this Release by giving written notice of your
intent to do so to the Company, directed to me. This Release shall not
become effective or enforceable until this seven-day period has expired.
4. By signing below, you release the Company, its parent corporations, and its
and their affiliates and subsidiaries and its and their past, current and
future officers, directors, agents, employees, predecessors, successors and
assigns (the "Releasees") from any and all claims that you might have
relating to your employment and the termination thereof arising prior to
the date you sign this Release, and by signing below you agree, to the
fullest extent permitted by law, never to xxx any of the Releasees
regarding such matters. Subject to the above, the claims and rights that
you are releasing include, but are not limited to, claims for wrongful or
constructive discharge, breach of contract, harassment, unlawful terms and
conditions of employment, retaliation, defamation, invasion of privacy,
discrimination (including, but not limited to, discrimination on the basis
of age under the Age Discrimination in Employment Act and state and local
law) and any and all other claims that might be brought under a federal,
state or local law, order or regulation that regulates or relates to the
employment relationship and/or employee benefits, whether such claims are
known or unknown at the time your sign this Release. We advise you to
consult with an attorney before signing this Release.
5. You have twenty-one (21) calendar days from the date you receive this
Release in which to sign and return it to the Company, directed to me.
6. By signing below, you acknowledge that the severance pay and other
consideration provided for in this Release is greater than and in lieu of
any other severance pay or similar obligations that the Releasees might
otherwise have to pay you based on any written or oral agreement or promise
or otherwise. However, whether or not you sign this Release, you will
receive pay for your fifteen (15) days of accrued but unused vacation, on
the Company's next pay date (May 3, 2002).
7. By signing below, you agree that you have not and will not disclose, reveal
or characterize (directly or indirectly by innuendo or otherwise) the
existence and terms of this Release, except as required by law, to anyone
other than your immediate family, attorney and tax advisor and further
agree that if you disclose information about this Release to your immediate
family, attorney and/or tax advisor, they shall also comply with this
confidentiality provision.
8. By signing below, you agree not to make disparaging remarks about any of
the Releasees, or their products or practices (including, but not limited
to, personnel practices); provided, however, that you may give non-
malicious and truthful testimony if properly subpoenaed to do so.
9. By signing below, you acknowledge your obligation to continue complying
with the Pledge of Confidentiality between you and the Company, dated March
15, 2001 (hereafter referred to as the Confidentiality Agreement).
10. By signing below, you acknowledge that as part of your employment, you were
exposed to confidential information relating to the Company's policies,
procedures and operations and information about the Company's customers
which the Company has an obligation to keep confidential ("Confidential
Information"). Therefore, as an essential ingredient of and in
consideration of this Agreement and the payment of the amounts described in
Paragraph 2, you hereby agree that, except with the express prior written
consent of the Company, for a period of one (1) year after the termination
of your employment with the Company (the "Restrictive Period") you (a) will
not, directly or indirectly, on your own behalf or on behalf of any other
person or legal entity which owns or operates a bank, savings and loan
association, credit union, savings bank or similar financial institution
("Financial Institution"), solicit, accept or provide (or assist others in
doing so), from or to any Customer or any representative of any Customer,
any products or services of the type provided by the Company; and (b) will
not, directly or indirectly, encourage, advise or solicit (or assist
others, including any Financial Institution, in doing so) any other Company
employee to leave employment with the Company. For purposes of this
Agreement, "Customer" shall mean any person or entity that is receiving
products or services from the Company at the time of the termination of
your employment (a) with whom or with which you had business contact during
the two (2) years preceding the termination of your employment; or (b)
about whose account you are knowledgeable by virtue of having managed or
supervised, during the two (2) years preceding the termination of your
employment, the person or persons with responsibility for the Customer. If
you violate the Restrictive Covenant and the Company brings legal action
for injunctive or other relief, the Company shall not, as a result of the
time involved in obtaining such relief, be deprived of the benefit of the
full period of the Restrictive Covenant. Accordingly, the Restrictive
Covenant shall be deemed to have the duration specified in this Paragraph
10 computed from the date the relief is granted but reduced by the time
between the period when the Restrictive Period began and the date of the
first violation of the Restrictive Covenant. The foregoing Restrictive
Covenant shall not prohibit you from directly or indirectly owning more
than five percent (5%) of the outstanding capital stock or similar
securities of any Financial Institution that is publicly traded.
11. By signing below, you agree that in the event that you breach any of the
provisions in paragraphs 4, 7, 8, 9, or 10 the Company shall have no
obligation to make any of the severance payments provided for in sub-
paragraphs 2 (a) - (b). Further, you agree that, if you breach paragraph
10, in addition to all relief which may be awarded by a Court, you will be
required to return all amounts paid pursuant to subparagraphs 2 (a) -(b)
during any periods in which you were in breach of paragraph 10.
12. By signing below, you agree that, to the extent permitted by law, if the
Company and/or any other Releasee successfully brings an action for your
failure to comply with the terms of this Release or successfully defends an
action brought by you in violation of this Release, the Company and the
Releasee shall be entitled to recover its and their attorneys' fees and
costs as part of such action, as well as any and all other relief deemed
appropriate by a court. The Company agrees that, to the extent permitted
by law, if you successfully bring an action against it for its failure to
comply with the terms of this Release, you shall be entitled to recover
your attorneys' fees and costs as part of such action, as well as any and
all other relief deemed appropriate by a court.
13. By signing below, you and the Company agree that any lawsuit to enforce or
interpret (in any way) paragraph 10 of this Release can be brought and
maintained only in a circuit court in Wisconsin and you and the Company
expressly waive any rights that you and it otherwise may have to remove any
such lawsuit to a federal court or to have a jury trial. You further agree
to submit to personal jurisdiction in the circuit courts of Wisconsin for
such purposes.
14. This Agreement will be interpreted, governed and enforced according to the
law of the State of Wisconsin.
15. The provisions of this Agreement are severable, and if any provision should
be found invalid or unenforceable, such invalidity or unenforceability
shall not affect the remaining provisions hereof and they shall remain in
full force and effect as if such invalid or unenforceable provisions were
omitted.
16. This Release supersedes any prior written or oral agreements between you
and the Company except for the Confidentiality Agreement. This Release
constitutes the complete understanding between you and the Company
concerning your separation from employment. No other promises or
agreements shall be binding unless signed by you and the Company.
17. The Company's rights under this Release shall be fully assignable and shall
inure to the benefit of any successor or assignor of the Company.
18. The sending of any notice or document to the Company under this Release
shall be done via certified United States mail (return receipt requested)
to Blackhawk State Bank, X.X. Xxx 000, Xxxxxx, XX 00000, and directed to
my attention.
BLACKHAWK STATE BANK
By: /s/ R. Xxxxxxx Xxxxxxx III
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R. Xxxxxxx Xxxxxxx III
President and Chief Executive Officer
AGREED TO AND ACCEPTED THIS 22nd DAY OF APRIL, 2002
/s/ Xxxxx X. Xxxxxxx
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Xxxxx Xxxxxxx (Signature)
