Exhibit 10.32
TERMINATION AGREEMENT
THIS AGREEMENT is made and entered into this 28th day of September, 1999,
by and between BNCCORP, Inc. (the "Company"); BNC National Bank (the "Bank") and
Xxx Xxxxxxxx ("Xxxxxxxx").
WHEREAS, Xxxxxxxx is an employee of the Company and the Bank; and
WHEREAS, Xxxxxxxx has voluntarily decided to terminate his employment as
Executive Vice President of Financial Services and General Counsel of the
Company, and all other duties with the Company and the Bank due to his desire to
pursue employment outside the Company and the Bank;
NOW, THEREFORE, pursuant to the foregoing recitals, which are an integral
part hereof, and in consideration of the conditions contained herein, the
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
Termination of Employment. Effective as of September 30, 1999, Xxxxxxxx
hereby resigns his employment with the Company and the Bank, except that
Xxxxxxxx agrees to provide non-legal advisory services to the Bank for a
period of thirty-six (36) months as are appropriate and consistent and
will not interfere with his normal practice of law or other employment.
This Agreement is a result of Strinden's desire to pursue employment
outside the Company and the Bank. By virtue of Strinden's resignation and
this Agreement, the "Employment Agreement", dated January 1, 1999, between
Xxxxxxxx, the Company and the Bank, is cancelled and is null and void as
of the date of this Agreement. This Agreement replaces all previous
agreements between Xxxxxxxx, the Company and the Bank regarding any
relationships.
Non-derogatory Conduct. Xxxxxxxx shall not make any comments relating to
the Company and the Bank to any other person or entity which are critical,
derogatory or which are intended to injure the business or reputation of
the Company and the Bank.
Payment. Xxxxxxxx shall receive, upon termination and in consideration for
his advisory services to the Bank, Seventy-five Thousand and 00/100
Dollars ($75,000.00) as compensation for such services.
Return of Property. On or before the date of termination, Xxxxxxxx shall
return all property and records of or belonging to the Company and the
Bank, including specifically, but not exclusively, all keys to the Company
and the Bank's places of business, all credit cards issued in the name of
the Company or the Bank or payable by the Company or the Bank, all
cellular telephones and accessories, and all computer equipment, software
and passwords belonging to the Company and the Bank.
Motor Vehicle. Xxxxxxxx shall be allowed to purchase the 1998 Mercedes
Benz ML320 belonging to the Company that he has been using pursuant to his
Employment Agreement. The purchase price of the vehicle is Thirty-two
Thousand Five Hundred and 00/100 Dollars ($32,500.00) plus applicable
sales or excise tax and is due September 30, 1999 except as otherwise
agreed upon by the Bank.
Life Insurance. Xxxxxxxx may purchase the life insurance policy on him
presently maintained by the Company and the Bank for the cash surrender
value of the policy. Xxxxxxxx shall notify the Company and the Bank of his
exercise or non-exercise of this option no later than September 30, 1999.
Repayment of Country Club Membership. Xxxxxxxx shall repay the sum of Six
Thousand Nine Hundred and 00/100 Dollars ($6,900.00) to the Company and
the Bank as reimbursement for the Fargo Country Club stock purchased and
paid on his behalf by the Company and the Bank. Said funds shall be due
and payable September 30, 1999 except as otherwise agreed by the Company
and the Bank.
Payment of Rental Due. Xxxxxxxx shall repay the Company and the Bank for
the rental payments due, the amount of Fifty-four Thousand Two-Hundred
Fifty and 00/100 Dollars ($54,250.00) from his private practice conducted
on premises owned or rented by the Company and the Bank and during his
employment with the Company and the Bank. Said rental shall be due
September 30, 1999 unless otherwise agreed to by the Company and the Bank.
COBRA. Pursuant to COBRA, Xxxxxxxx will be offered the opportunity for
continued coverage under the Company's health insurance plans.
Confidentiality Clause. Xxxxxxxx agrees to maintain confidential any and
all confidential and proprietary information respecting the Company's
financial and business affairs and any special forms or procedures that he
has had access to by reason of his position with the Company and the Bank.
Release of the Company and the Bank. Effective as of the termination of
employment, except for any obligations which arise under this Agreement,
Xxxxxxxx does hereby agree to hold harmless and fully, completely and
forever release, acquit and discharge the Company and the Bank, its
successors and assigns, its affiliated companies and the past, present and
future officers, directors, board of directors, employees, agents and
representatives of any and all of them, whether in their individual or
official capacities, from and against any and all claims, demands, suits,
actions and causes of actions of whatever kind, nature or description,
whether arising out of the alleged violation of any state or federal
statute, negligence, breach of contract, fraud, breach of warranty or any
other theory, where legal or equitable, and the consequences thereof,
including any claims, losses, costs of damages, known or unknown,
liquidated or unliquidated, fixed or contingent, which Xxxxxxxx has or may
have or hereafter claim to have against any or all of them resulting from,
arising out of, or in any manner relating to his employment with the
Company and the Bank. The Company and the Bank agree to release Xxxxxxxx
to the same extent and degree as is contained in Strinden's above release.
Representation as to Consideration. Xxxxxxxx hereby warrants that the
Release is supported by good, valuable and adequate consideration, the
receipt and sufficiency of which is acknowledged, and Xxxxxxxx hereby
waives any defense against the enforcement or assertion of said Release
based upon failure of consideration.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
BNCCORP, Inc.
BNC National Bank
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By: /s/ Xxxxxxx X. Xxxxxxxxx
President, BNCCORP, Inc.
/s/ Xxx X. Xxxxxxxx
Xxx Xxxxxxxx
