RESIGNATION, SETTLEMENT, AND RELEASE AGREEMENT
Exhibit
10.22
RESIGNATION,
SETTLEMENT, AND RELEASE AGREEMENT
In order
to settle as fully as possible all known and unknown claims I, Xxxx Xxxx, might
have against First Federal Savings Bank of Iowa (the “Bank”) and all
related parties (including the Company’s holding company), the Bank and I agree
as follows:
(a) Consideration and Release: In
consideration of the Bank’s agreement to enter into the consulting agreement
attached as “Exhibit
1” and other promises and consideration set forth herein, I agree that,
effective December 31, 2009 and without any further action by me or anyone of
any kind, I hereby –
(i) resign
not only from my employment with the Bank and each and every affiliate, but also
from any and all of my positions with the Bank and its affiliates,
and
(ii) release
(i.e., give up) all
known and unknown claims that I presently have against the Bank, its current and
former, direct and indirect owners, parents, subsidiaries, brother-sister
companies, and all other affiliates and related entities, and their current and
former partners, employees, agents, and other related parties (the “Released Parties”),
except claims that the law does not permit me to waive by signing this
Agreement.
For example, I am releasing all common
law contract, tort, or other claims I might have, as well as all claims I might
have under the Age Discrimination in Employment Act (“ADEA”), the Worker
Adjustment & Retraining Notification Act (the “WARN Act”), Title VII
of the Civil Rights Act of 1964, Sections 1981 and 1983 of the Civil Rights Act
of 1866, the Americans With Disabilities Act (the “ADA”), the Employee
Retirement Income Security Act of 1974 (“ERISA”), and any
similar state, domestic, or foreign laws.
(b) Applicable
Law: This Agreement is governed by Federal laws to the extent
they preempt state law, and otherwise by the laws of Iowa (including those
relating to conflicts of law).
(c) Representations and
Promises: The Bank and I acknowledge and agree
that:
(i) Complete
Agreement: This Agreement and Exhibit 1 represent and
constitute the entire agreement relating to my service with the Bank or any
Released Party (including termination of my employment), as well as to any
claims or future rights that I might have with respect to the Bank and the
Released Parties. This Agreement shall supersede and nullify any
prior employment or other employment-related agreement between me and the
Company or any Released Party. Once in effect, this Agreement is a
legally admissible and binding agreement. It shall not be construed
strictly for or against me, the Bank, or any Released Party.
(ii) Amendments: This
Agreement only may be amended by a written agreement that the Bank and I both
sign.
(iii) Cooperation: I
agree that, as requested by the Bank, I will fully cooperate with the Bank or
any affiliate in effecting a smooth transition of my responsibilities to others.
I further agree that, as requested by the Bank, I will cooperate fully with the
Bank or its representatives in any investigation, proceeding, administrative
review or litigation brought against the Bank or any Released Party by any
government agency or private party pertaining to matters occurring during my
employment with the Bank or any Released Party. The Bank will pay me
for my reasonable time (at the rates and under the terms and conditions set
forth in Article 2 of the consulting agreement attached as Exhibit 1), and will
reimburse me for my out of pocket expenses incurred as a result of such
cooperation (provided that all such reimbursements shall be requested and paid
within three months after being incurred).
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(iv) Agreement to be
Confidential: Except for confirming any specific public
disclosures that the Bank makes concerning this Agreement, I have not disclosed
and will not disclose the underlying facts that led up to this Agreement, or the
terms or existence of this Agreement, to anyone other than a member of my
immediate family or my attorney or other professional advisor and, even as to
such a person, only if the person agrees to honor this confidentiality
requirement. Such a person’s violation of this confidentiality
requirement shall be treated as a violation by me. This subsection
does not prohibit disclosures to the extent necessary legally to enforce this
Agreement or to the extent required by law (but only if I notify the Bank of a
disclosure obligation or request within a reasonable period of time (not
exceeding 14 days) after I learn of it and permit the Bank to take all steps it
deems to be appropriate to prevent or limit the required
disclosure). Except to the extent necessary legally to enforce this
Agreement or to the extent required by law (and subject to all required SEC
disclosures), the Bank’s executive officers shall not disclose to unrelated
private third parties (excluding for this purpose any and all legal or financial
advisors to the Bank) the underlying facts that led up to this Agreement, or the
terms or existence of this Agreement.
(v) Return of Bank
Property: I have returned to the Bank all files, memoranda,
documents, records, copies of the foregoing, Bank-provided credit cards, keys,
building passes, security passes, access or identification cards, and any other
property of the Bank or any Released Party in my possession or
control. I have cleared all expense accounts, paid all amounts I owe
on Bank-provided credit cards or accounts (such as cell phone accounts), and
canceled or personally assumed any such credit cards or accounts. I
agree not to incur any expenses, obligations, or liabilities on behalf of the
Bank.
(vi) Non-disparagement: I
agree not to criticize, denigrate, or otherwise disparage the Bank, any other
Released Party, or any of their services, products, processes, policies,
practices, standards of business conduct, or areas or techniques of
research. However, nothing in this subsection shall prohibit me from
complying with any lawful subpoena or court order or taking any other actions
affirmatively authorized by law.
(vii) Indemnification: To the
maximum extent permitted under applicable law, until the expiration of the time
provided by law for the commencement of any judicial or administrative
proceeding on the basis of my service as an employee or officer of the Bank, the
Bank shall indemnify, and shall cause its subsidiaries and affiliates to
indemnify me against and hold me harmless from any costs, liabilities, losses
and exposures to the fullest extent and on the most favorable terms and
conditions that similar indemnification is offered to any director or officer of
the Bank or any subsidiary or affiliate thereof. No indemnification
shall be paid that would violate 12 U.S.C. 1828(k) or any regulations
promulgated thereunder, or 12 C.F.R. 545.121.
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(viii) Representations: When
I decided to sign this Agreement, I was not relying on any representations that
are not in this Agreement or in the consulting agreement attached as Exhibit
1. The Bank would not have agreed to pay the consideration I am
getting in exchange for this Agreement but for the representations and promises
I am making by signing it. I have not suffered any job-related wrongs
or injuries, such as any type of discrimination, for which I might still be
entitled to compensation or relief now or in the future. I have
properly reported all hours that I have worked and I have been paid all wages,
overtime, commissions, compensation, benefits, and other amounts that the Bank
or any Released Party should have paid me in the past. I understand
that my old job may be refilled. I have not been told that the Bank
or any Released Party ever will employ me in the future. I have been
told that, subject to applicable law, the Bank will not contest my application
for unemployment insurance benefits should I apply for such.
(ix) No Wrongdoing: This
Agreement is not an admission of wrongdoing by me or by the Bank or any other
Released Party; neither it nor any drafts shall be admissible evidence of
wrongdoing.
(x) Unknown Claims: I
am intentionally releasing claims that I do not know that I might have and that,
with hindsight, I might regret having released. I have not assigned
or given away any of the claims I am releasing.
(xi) Effect of Void Provision: If
the Bank or I successfully assert that any provision in this Agreement is void,
the rest of the Agreement shall remain valid and enforceable unless the other
party to this Agreement elects to cancel it. If this Agreement is
cancelled, I will repay the consideration I received for signing
it.
(xii) Consideration of
Agreement: If I initially did not think any
representation I am making in this Agreement was true or if I initially was
uncomfortable making it, I resolved all my doubts and concerns before signing
this Agreement. I have carefully read this Agreement, I fully
understand what it means, I am entering into it knowingly and voluntarily,
and all my
representations in it are true. The
consideration period described in the box above my signature started when I
first was given this Agreement, and I waive any right to have it restarted or
extended by any subsequent changes to this Agreement.
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YOU
MAY NOT MAKE ANY CHANGES TO THE TERMS OF THIS AGREEMENT. BEFORE
SIGNING THIS AGREEMENT, READ IT CAREFULLY, AND THE BANK SUGGESTS THAT YOU
DISCUSS IT WITH YOUR ATTORNEY (AT YOUR OWN EXPENSE). TAKE AS
MUCH TIME AS YOU NEED TO CONSIDER THIS AGREEMENT BEFORE DECIDING WHETHER
TO SIGN IT, UP TO 21 DAYS. BY SIGNING IT YOU WILL BE WAIVING
YOUR KNOWN AND UNKNOWN CLAIMS.
JANUARY
21, 2010, AT NOON CENTRAL TIME, IS THE DEADLINE FOR YOU TO DELIVER A
SIGNED COPY OF THIS AGREEMENT TO XXXXX XXXXXXX AT THE BANK’S DES MOINES
OFFICE. IF YOU FAIL TO DO SO, YOU WILL NOT RECEIVE THE SPECIAL
PAYMENTS OR BENEFITS DESCRIBED IN IT.
YOU
MAY REVOKE THIS AGREEMENT IF YOU REGRET HAVING SIGNED IT. TO DO
SO, YOU MUST DELIVER A WRITTEN NOTICE OF REVOCATION TO XXXXX XXXXXXX AT
THE BANK’S MAIN OFFICE BEFORE SEVEN 24-HOUR PERIODS EXPIRE FROM THE TIME
YOU SIGNED IT. IF YOU REVOKE THIS AGREEMENT, IT WILL NOT GO
INTO EFFECT AND YOU WILL NOT RECEIVE THE SPECIAL PAYMENTS OR BENEFITS
DESCRIBED IN
IT.
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FIRST
FEDERAL SAVINGS BANK OF IOWA
By: /s/ Xxxxx X.
Xxxxxxx
Its CEO &
Chairman
Date
of Signature: January 5, 2010
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EMPLOYEE
Signature: /s/ Xxxx
Xxxx
Printed
Name: Xxxx Xxxx
Date
of Signature: January 5, 2010
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