Exhibit
10.1
Agreement, General
Release, And Confidentiality Statement
This Agreement, General Release, and
Confidentiality Statement (“Agreement”), is between
HomeFederal Bank (“ Bank ”) and S.
Elaine Pollert (“ Employee ”), a
resident of Jackson County, Indiana.
Recitals
A. Employee’s positions with the Bank and
Home Federal Bancorp, the Bank’s sole shareholder (the
“Corporation”), will end effective February 16,
2007.
B. Bank enters into this Agreement based solely on
Employee’s representation that this Agreement will resolve
any and all claims Employee has or could have against Bank for any
issue relating to her employment or the separation of her
employment and that Employee has waived any right to pursue any
claim or lawsuit against Bank with respect to her employment, the
separation of that employment, or any other issue that arose prior
to her execution of this Agreement.
C. In an effort to end the employment relationship
on an amicable basis, and in consideration of the mutual covenants,
promises, and obligations contained in this Agreement, and for
other good and valuable consideration, the receipt and sufficiency
of which is mutually acknowledged, the Parties hereby agree as
follows:
Agreement
1.
Definition . Throughout this Agreement, the term
“Bank,” when capitalized and used alone, shall
encompass the following:
(a) Bank and any other subsidiary, parent company,
affiliated entity, related entity, or division of any of the
foregoing; and
(b) Any current or former officer, director,
trustee, agent, employee, insurer, shareholder, representative, or
employee benefit or welfare program or plan (including the
administrators, trustees, and fiduciaries of such program or plan)
of an entity referenced in or encompassed by subparagraph 1(a),
whether acting in their representative or individual
status.
2.
Employment . Employee’s positions and employment
with, and authority to conduct business on behalf of, the Bank and
the Corporation shall terminate effective February 16, 2007.
Employee agrees that as a condition of this Agreement, she will not
seek re-employment with Bank or the Corporation at any time and
should she apply in the future, her application for employment will
not be considered by Bank or the Corporation and will be null and
void. Effective as of February 16, 2007, Employee’s
Employment Agreement with Bank and the Corporation dated December
17, 1996, as amended prior to the date hereof (the “
Employment Agreement ”) shall be terminated
and no longer of any force or effect. Employee hereby waives and
releases any and all claims, demands, or causes of action against
the Bank or the Corporation, or its successors and/or assigns, or
against the Bank’s or the Corporation’s officers,
employees, directors or agents, whether acting in their
representative or individual
capacity,
arising out of or in any way related to the Employment Agreement or
the termination of the Employment Agreement or as to any rights or
benefits covered by the Employment Agreement.
3.
Lump Sum
Payment . Bank,
on behalf of itself, its officers, directors, employees, and
agents, shall pay Employee (via wire transfer) the gross sum of
Seven Hundred Fifty-Three Thousand Four Hundred Thirty-One Dollars
($753,431.00), less all applicable taxes and withholdings. The
payment reflected in this Paragraph 3 shall be paid to Employee via
wire transfer six (6) months following the Effective Date of this
Agreement.
4.
Legal Fees and
Outplacement Services . In addition, the Bank agrees to reimburse
Employee for her attorney’s fees incurred in connection with
the matters that led to this Agreement and the negotiation of this
Agreement as well as for outplacement services utilized by Employee
within 12 months following the Effective Date; provided, however,
that in no event shall the Bank be obligated for more than a total
of Thirty Five Thousand Dollars ($35,000.00) under this Paragraph
4.
5.
Health
Insurance .
Employee at her cost shall be entitled to any COBRA health benefits
to which she and her children are entitled under law (which would
permit her and her currently covered family members to continue
their group health coverage for the periods specified in COBRA, as
a result of her termination of employment as of the Effective
Date). To the fullest extent permitted by law and the terms of the
applicable plans, she will be permitted to convert her Bank life
insurance, long term disability, and accidental death and
dismemberment policies to personal policies.
6.
Tax Consequences and
Other Matters .
In paying the amounts and benefits specified in Paragraphs 3, 4, 5,
8 and 9, makes no representation as to the tax consequences or
liability arising from said payments and benefits. Moreover, the
parties understand and agree that any tax consequences and/or
liability arising from the payments and benefits provided to
Employee shall be the sole responsibility of Employee. To this
extent, Employee acknowledges and agrees that she will pay any and
all income taxes and employment taxes which may be determined to be
due from Employee in connection with the payments and benefits
described in Paragraphs 3, 4, 5, 8 and 9.
All payments and benefits described in
Paragraphs 3, 4, 5, 8 and 9 reflect consideration provided to
Employee over and above anything of value to which Employee is
already entitled.
7.
General Release and
Waiver of Claims . Employee, for herself, her heirs, executors,
and administrators, hereby releases and discharges Bank, its
officers, directors, employees, affiliates, insurers and agents
(either in their representative or individual capacity) from any
claim, demand, action, or cause of action, known or unknown, which
arose at any time from the beginning of time to the effective date
of the Agreement and waives all claims relating to, arising out of
or in any way connected with her employment with Bank or the
cessation of that employment including, without limitation, any
claim, demand, action, cause of action, including money damages and
claims for attorneys’ fees, based on but not limited
to:
(a) The Age Discrimination in Employment Act of
1967, as amended (“ADEA”), 29 U.S.C. § 621, et
seq ;
(b) The Americans With Disabilities Act of 1990
(“ADA”), 42 U.S.C. § 12101, et seq
.;
(c) The Rehabilitation Act of 1973, as amended, 29
U.S.C. § 701 et seq .;
(d) The Family and Medical Leave Act of 1993
(“FMLA”), 29 U.S.C. § 2601, et seq
.;
(e) The Civil Rights Act of 1866 and 1964, as
amended, 42 U.S.C. § 1981;
(f) The Employee Retirement Income Security Act
(“ERISA”), 29 U.S.C. § 1001, et seq
.;
(g) Title VII of the Civil Rights Act of 1964, as
amended, 42 U.S.C. § 2000(e), et seq
.;
(h) The Fair Credit Reporting Act, 15 U.S.C. §
1681 et seq. ;
(i) The Worker Adjustment and Retraining
Notification Act, 29 U.S.C. § 2101 et seq.
;
(j) The Indiana Civil Rights Law, Ind. Code §
22-9-1-1, et seq. , the Indiana wage payment statute, Ind.
Code § 22-2-4-1, et seq. , and any Indiana wage
law;
(k) Any existing or potential entitlement under any
Bank program or plan, including wages or other paid
leave;
(l) Any existing or potential agreement, contract,
representation, policy, procedure, or statement (whether any of the
foregoing are express or implied, oral or
written); and
(m) Claims arising under any other federal, state
and local fair employment practices law, disability benefits law,
and any other employee or labor relations statute, executive order,
law or ordinance, and any duty or other employment-related
obligation, claims arising from any other type of statute,
executive order, law or ordinance, claims arising from contract or
public policy, as well as tort, tortious cause of conduct, breach
of implied covenant of good faith and fair dealing, breach of
contract, intentional infliction of emotional distress, negligence,
discrimination, harassment, and retaliation, together with all
claims for monetary and equitable relief, punitive and compensatory
relief and attorneys’ fees and costs.
Employee understands and agrees that she is
releasing Bank from any and all claims by which she is giving up
the opportunity to recover any compensation, damages, or any other
form of relief in any proceeding brought by Employee or on
Employee’s behalf. This Paragraph and this Agreement shall
not operate to waive or bar any claim or right which -- by express
and unequivocal terms of law -- may not under any circumstances be
waived or barred. Notwithstanding the foregoing, this Agreement is
not intended to operate as a waiver of any retirement or pension
benefits that are vested (inc
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