SEPARATION AGREEMENT AND GENERAL RELEASE
EXHIBIT
10.20
AND
GENERAL RELEASE
THIS
SEPARATION AGREEMENT AND GENERAL RELEASE (this "Agreement") is entered into
as
of December 31, 2006 between MERCHANTS AND MANUFACTURERS BANCORPORATION,
INC., a Wisconsin corporation (the "Company") and XXXXXX X. XXXXXXXXX
("Xx. Xxxxxxxxx").
RECITAL
Xx. Xxxxxxxxx
has decided that it is in his best interests to resign from all positions with
the Company as of the date hereof (the "Resignation Date"), including, but
not
limited to, his positions as President of the Financial Services Division of
the
Company and employee of the Company and its various subsidiaries. The
Company and Xx. Xxxxxxxxx desire to affect a final resolution and
settlement of all matters and issues relating directly or indirectly to
Xx. Xxxxxxxxx'x employment with the Company and his resignation from the
Company, and have arrived at an agreement of all such matters as set forth
herein.
AGREEMENTS
1. Resignation;
Acknowledgment of Full Compensation. As of the Resignation Date,
Xx. Xxxxxxxxx hereby voluntarily resigns as and agrees that he will no longer
be
President of the Financial Services Division of the Company, together with
any
other office he holds with the Company or any of its
subsidiaries. After the Resignation Date, Xx. Xxxxxxxxx shall
hold no office or position with the Company or its
subsidiaries. Xx. Xxxxxxxxx acknowledges and agrees that he has
received all salary and wages (including, without limitation, bonus payments,
whether in the form of cash, stock or other property), fringe benefits
(including without limitation by enumeration vacation pay, deferred pay, profit
sharing, 401(k) plan contributions and expense reimbursement) and all other
compensation and benefits owed by the Company to Xx. Xxxxxxxxx through and
including the Resignation Date, and that Xx. Xxxxxxxxx is not entitled to
any additional or future compensation based on services performed through and
including the Resignation Date.
2. Release. Xx. Xxxxxxxxx,
for himself and his heirs, personal representatives, successors and assigns,
hereby voluntarily releases all claims of whatever nature that he may have
against the Company, its affiliates, related entities, subsidiaries,
predecessors, successors and assigns and its present, former or later insurers,
agents, representatives, officers, administrators, directors, shareholder,
principals and employees (collectively "Releasees"), which arise out of or
are
in any manner based upon or related to the employment relationship between
Xx. Xxxxxxxxx and the Company, and his separation from the Company, from
all other claims or liabilities of any nature whatsoever which have arisen
from
any occurrence, transaction, omission or communication which transpired or
occurred at any time before or on the date of this Agreement; provided, however,
that this Agreement will not prevent any party from asserting a claim against
the other party in the event the other party breaches this
Agreement.
Without
limitation to the foregoing, Xx. Xxxxxxxxx specifically releases, waives
and forever discharges the Releasees from and against all liabilities, claims,
actions, demands, damages, fees and costs of every nature, whether known or
unknown, asserted or unasserted, which arise under the Wisconsin Fair Employment
Act and other local, state or federal discrimination-related,
employment-related, labor-related, bias-related or equal rights-related laws,
statutes, regulations, orders or ordinances; federal and Wisconsin Wage and
Hour
laws; Title VII of the Civil Rights Act of 1964, as amended; the Americans
With
Disabilities Act; the Fair Labor Standards Act; the Equal Pay Act; local, state
or federal parental, family and medical leave acts; or arising under any other
local, state or federal statute, ordinance, regulation or order, or which
involve a claim or action for wrongful discharge, wrongful termination,
defamation, misrepresentation, violation of public policy, invasion of privacy,
emotional distress, breach of contract (express or implied; written or oral)
and/or any other tort or common law cause of action.
This
waiver and release does not affect those rights or claims that arise after
the
execution of this Agreement.
3. No
Reinstatement, Re-employment or Rehire. Xx. Xxxxxxxxx
expressly declines reinstatement, re-employment or rehire by the Company and
its
subsidiaries and waives all rights to claim such relief. If he should
apply for employment with the Company or with any of its related entities in
the
future, he agrees that he has no entitlement to such employment, and that he
may
be denied such employment on the basis of this Agreement.
4. Employment
Agreement. Xx. Xxxxxxxxx acknowledges and agrees that the
Employment Period under his Employment Agreement with the Company, dated
September 8, 2000 (the "Employment Agreement"), terminated pursuant to
Section 5(iii) of the Employment Agreement on the Resignation
Date. Notwithstanding the foregoing, Xx. Xxxxxxxxx acknowledges
and agrees that he is bound by the confidentiality and noncompete restrictions
set forth in such Employment Agreement and such restrictions remain in full
force and effect.
5. Binding
Agreement; Severability. This Agreement shall be binding upon
Xx. Xxxxxxxxx and upon his heirs, administrators, representatives,
executors, successors and assigns and shall inure to the benefit of the
Releasees and to their heirs, administrators, representatives, executors,
successors and assigns. It is understood and agreed that the
provisions of this Agreement shall be deemed severable, and the invalidity
or
unenforceability of any one or more of the provisions herein shall not affect
the validity and enforceability of the other provisions herein.
6. Complete
and Exclusive Agreement. The parties understand and agree that
this Agreement is final and binding and constitutes the complete and exclusive
statement of the terms and conditions of settlement, that no representations
or
commitments were made by the parties to induce this Agreement other than as
expressly set forth herein and that this Agreement is fully understood by the
parties. This Agreement may not be modified or supplemented except by
a subsequent written agreement signed by the party against whom enforcement
is
sought.
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7. Acknowledgment. The
undersigned parties acknowledge and agree that they have carefully read the
foregoing document, that a copy of the document was available to them prior
to
execution, that they understand its contents including its release of claims,
that they have been given the opportunity to ask any questions concerning the
Agreement and its contents, and have signed this Agreement as their free and
voluntary act.
8. Governing
Law. This Agreement shall be governed by and construed
exclusively in accordance with the laws of the State of Wisconsin, regardless
of
choice of law requirements.
IN
WITNESS WHEREOF, the parties herein executed this Separation Agreement and
General Release as of the date first written above.
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MERCHANTS
AND MANUFACTURERS
BANCORPORATION,
INC.
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BY:
/s/ Xxxxxxx X.
Xxxxx
Xxxxxxx X.
Xxxxx, Chairman
of
the
Board
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/s/
Xxxxxx X.
Xxxxxxxxx
Xxxxxx X.
Xxxxxxxxx
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