EXHIBIT 10.2
SEVERANCE AGREEMENT
(XXXX XXXXXX)
32
SEVERANCE AGREEMENT AND GENERAL RELEASE
WHEREAS, Xxxx X. Xxxxxx ("Employee") has been employed by the State Federal
Savings and Loan Association and State Fed Financial Corporation (individually
and collectively referred to as "Employer"), and;
WHEREAS, Employer and Employee desire to agree to the terms of Employee's
retirement and end of employment with Employer.
WHEREFORE, IT IS AGREED:
1. RESIGNATION. Employee shall resign all positions with Employer and its
subsidiaries,including his positions on any boards or committees
affiliated with Employer, on 3/15/01. Employee will receive all wages
and benefits accrued through this date.
2. SEVERANCE PAY. In addition to amounts in paragraph 1, Employer shall
pay Employee severance pay that shall continue for three years after
the date of termination of employment. The severance pay shall amount
to 1) $60,000 per year payable on a monthly basis in lieu of any and
all compensation and board fees, and 2) payment of health insurance
premiums under Medicare Supplement, Dental and Prescription Drug
policies which, together with Medicare, will provide health insurance
coverage approximately equivalent to the current health insurance plan
available to full time employees of Employer. Employee agrees to be
responsible for application for Medicare coverage and Medicare
Supplement, Dental and Prescription Drug policies. In the event of the
untimely death of Employee, any remaining unpaid amounts of severance
pay under 1) above will be paid to Employee's estate.
The Employer recognizes that Employee maintains stock options with
Employer and said stock options may be exercised as referenced in
numbered paragraph 1 pursuant to the pre-existing terms and conditions
relating to the stock options.
Further, Employer recognizes that Employee maintains a $45,000 non
interest bearing account at Employer which is payable upon demand of
Employee. This account shall not be forfeited upon retirement and may
be accessed and paid out in full or in increments to the Employee on
demand.
3. EQUIVALENT INSURANCE COVERAGE. It is agreed that the following
policies, together with Medicare will provide such approximately
equivalent coverage under the terms of paragraph 2:
1. Medicare Part B Premiums
2. Medicare Supplement Standard policy F;
3. Iowa Banker's Delta Dental Plan II;
4. Iowa Banker's Prescription Drug Retiree Plan.
4. GENERAL RELEASE. In exchange for the severance payment in paragraph 2
above, Employee, except as expressly provided in paragraph 2 of this
Severance Agreement and General Release, hereby releases, acquits, and
forever discharges Employer and its affiliates and all their
directors, officers, employees, agents, and attorneys, from any and
all claims or causes of action of any kind, known or unknown, that
Employee may have up until the date of execution of this Severance
Agreement and General Release. This release includes, but is not
limited to, any claims in contract or in tort or based on any state,
federal, or local statute or ordinance. The release includes, but is
not limited to, all claims under state or federal civil rights laws,
all claims under the federal Age Discrimination in Employment Act, all
claims under Iowa Code Chapter 91A, all claims of common law torts,
including but not limited to defamation, intentional interference with
business relations, and intentional infliction of emotional distress.
This general release does not include release of any claims that may
arise after the termination of Employee's employment.
5. COVENANT NOT TO XXX. Employee and Employer agree not to cause any
claim on his behalf that is subject to the general release in
paragraph 4 above to be filed with any court or administrative agency.
In the event of breach of this covenant not to xxx, Employer or
Employee may recover from the party in breach reasonable attorneys
fees and costs caused by the breach.
6. NON COMPETITION. For three years following the execution of the
Severance Agreement and General Release, Employee shall not directly
or indirectly be engaged in any activity which competes with the
business of Employer. For the purpose of this paragraph, activity
which competes with the business of employer shall mean employment,
consulting, or providing of service to any person or entity in the
business of banking or which makes commercial or personal loans within
a 50 mile radius of the Des Moines, Iowa metropolitan area.
7. RETURN OF PROPERTY OF EMPLOYER. Upon execution of this Severance
Agreement and General Release, Employee shall deliver to Employer all
property of Employer, including but not limited to keys, records,
credit cards, and any other items.
8. STATEMENT UPON EXECUTION OF SEVERANCE AGREEMENT AND GENERAL RELEASE.
The parties shall release a statement, attached hereto as Exhibit A,
upon the execution of the Settlement Agreement and General Release.
9. RIGHT TO CONSIDER. Employee may take up to twenty one days to consider
whether or not to enter into this Severance Agreement and General
Release.
10. RIGHT TO REVOKE. Employee may revoke his agreement to the terms of
this Severance Agreement and General Release within seven days after
his execution Such revocation must be made in writing and delivered to
the offices of the Employer.
11. ENTIRE AGREEMENT. This Severance Agreement and General Release
represents the entire agreement of the Employer and Employee and
supercedes any and all previous agreements or understandings of the
parties. This Severance Agreement and General Release may be amended
only in writing signed by both parties.
12. NO INDUCEMENTS OR REPRESENTATIONS. Employer has made no inducements or
representations to Employee other than those expressly made in this
Severance Agreement and General Release.
13. GOVERNING LAW. This Settlement Agreement and General Release shall be
governed by the laws of the State of Iowa.
14. CONSULTATION WITH AN ATTORNEY. In exchange for payments made, this
Settlement Agreement and General Release contains a release of all
claims you may have against Employer up until the date of execution of
the document. You are urged to consult with an attorney of your choice
before execution of this Settlement Agreement and General Release.
CAUTION. THIS DOCUMENT CONTAINS A RELEASE. READ BEFORE SIGNING.
AGREED:
/s/ Xxxxx X. Xxxx, Co-President
/s/ Xxxxx X. Black, Co President 3/15/01
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Representative Date
State Federal Savings & Loan
Association
State Fed Financial Corporation
/s/ Xxxx Xxxxxx 3/15/01
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Xxxx Xxxxxx Date
EXHIBIT A
JOINT STATEMENT UPON RESIGNATION OF XXXX XXXXXX
Xxxx Xxxxxx has been employed by State Federal Savings and Loan for over
forty years. The Board of Directors wishes to acknowledge the many contributions
Xxxx has made over the years, and wishes him all the best on the occasion of his
retirement.
Xx. Xxxxxx, in announcing his retirement, expressed satisfaction over his
years of service to State Federal Savings and Loan. "It has been a great career,
and I certainly wish State Federal and all its officers, employees, and, most
importantly, the customers whom I have had the privilege to serve, all the
best."
