Exhibit 10.30
EXECUTIVE RETIREMENT AND
RELEASE AGREEMENT
This Agreement is
made between Michael L. Gibson (hereinafter
“Executive”) and Team Financial, Inc., a Kansas
corporation, and its affiliated or successor companies, assigns and
subsidiaries (hereinafter referred to collectively as
“Company”).
The Executive has
been employed in various capacities by the Company including most
recently as the Company’s President of Corporate Development
pursuant to an employment agreement dated January 1, 2006 and
amendments thereto.
The Company
desires to recognize the longstanding and valued employment of
Executive by the Company culminating with the Executive’s
retirement from the Company effective June 30, 2007.
It
is agreed by both Executive and Company that Michael L. Gibson will
retire from the Company, cancel his current employment agreement
and refrain from competing with the Company or soliciting the
employment of its employees through December 31, 2010 (as reflected
in the attached Non-Compete, Non-Solicitation and Restrictive
Covenant Agreement) in exchange for the mutual consideration
outlined below:
(1)
Company will pay Executive the annual base salary as reflected in
Section 8.0 of his Employment Agreement executed on January 5, 2006
and amended on October 1, 2006 with regular payments to be made
by direct deposit in the amount of Seven Thousand Two Hundred
Seven and 82/100 Dollars ($7,207.82) on the regular payroll dates
of May 15, May 30, June 15 and June 30, 2007 for employment through
June 30, 2007;
(2)
Company will pay Executive salary continuation totaling Three
Hundred Fifty Two Thousand Seven Hundred Seventy Nine and 32/100
Dollars ($352,779.32) along with accruing interest at the rate of
4.75% per annum from and after June 30, 2007 until paid. Such
payment shall be made in one lump sum payment made six (6) months
after the Executive’s effective severance from the Company on
June 30, 2007, pursuant to “waiting period” specified
by Internal Revenue Code Section 409A;
(3)
Company will pursuant to the parties deferred compensation
agreement pay Executive deferred compensation totaling One Hundred
Forty Nine Thousand Nine Hundred Four and 30/100 Dollars
($149,904.30) along with accruing interest at the rate of
4.75% per annum from and after June 30, 2007 until paid. Such
payment shall be made in one lump sum payment made six (6) months
after the Executive’s effective severance from the Company on
June 30, 2007, pursuant to “waiting period” specified
by Internal Revenue Code Section 409A;
(4)
Company will continue in full force and effect all Company insured
and self insured medical plans (or comparable programs hereinafter
adopted by the Company providing substantially similar benefits) in
which Executive was participating immediately prior to his
retirement for both Executive and his spouse though December 31,
2010, all premiums paid by Company;
(5)
Company will transfer to Executive the individual life insurance
policy held by the Company as provided by Mass Mutual Life
Insurance currently in effect for Executive at the time this
Agreement shall become effective and after the expiration of all
applicable waiting periods;
(6)
Company will transfer to Executive title of the personal car
currently in use (2007 Buick Lucerne, VIN 1G4HE57Y57U106066),
furnished Executive by Company, on the last day of employment on
June 30, 2007;
(7)
Company will transfer to Executive ownership of both the cell phone
and lap top computer currently in use, furnished Executive by
Company, on the last day of employment on June 30, 2007;
(8)
Company will pay Executive a sum to pay for the event registration
fees of both Executive and his spouse to the 2007 KBA Convention
including up to One Thousand Five Hundred and NO/100 Dollars
($1,500) for lodging at The Broadmoor Hotel; and
(9)
Company will pay Executive a sum to pay for Paola Country Club
membership dues through December 31, 2008.
For the valuable
consideration reflected above and that provided in connection with
the attached Non-Compete, Non-Solicitation and Restrictive Covenant
Agreement (hereinafter referred to as “Non-Compete
Agreement”), Executive shall retire from Company and his last
day of employment shall be June 30, 2007; Executive shall terminate
his employment agreement with the Company which shall become
immediately effective at the time that this Executive Retirement
and Release Agreement is signed by the Executive; and Executive
shall abide by the terms of the Non-Compete Agreement.
Further, for the
valuable consideration reflected above and that provided in
connection with the attached Non-Compete Agreement, Executive
shall, on behalf of the Executive, his heirs, executors,
administrators and assigns, hereby release and forever discharge
Company, and its affiliated or successor companies, assigns and
subsidiaries, their executives, directors and officers and all
shareholders, persons, firms, agents and corporations associated
with Company, of and from any and all actions, claims, demands, or
suits at law or in equity, both known and unknown, for any damages
or injuries suffered by anyone or by any personal property which
may result from Executive’s employment, retirement or
termination from employment with the
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Company prior to and
including the date of execution hereof. This release of
claims by Executive does not, however, remove the Company’s
obligation to indemnify Executive for any monetary judgment damages
he incurs based upon his employment as an Executive of the Company
as provided for in the Articles of Incorporation and By-Laws of the
Company.
Executive specifically
agrees that he will not commence an action under the Age
Discrimination in Employment Act, as amended (“ADEA”)
and that he has been informed to consult with an attorney of his
choosing. Consistent with the provisions of the Older Workers
Benefit Protection Act (“OWBPA”), Executive shall be
awarded at least 21 days to consider the terms of this Release
Agreement and that he shall have seven (7) days from date of
signing this Release Agreement to rescind in writing this
Agreement. No monies provided for under this Agreement will
be paid until the seven (7) day period of rescission has lapsed and
Executive has not served his written notice to the company of his
rescission of this Agreement. Furthermore, Executive
acknowledges that the considerations given to him under this
Agreement are more than he is otherwise entitled to receive upon
the termination of his employment agreement with the Company
pursuant to Section 11.3.
In addition, the
Executive agrees that the terms and conditions of this EXECUTIVE
RETIREMENT AND RELEASE AGREEMENT shall be a general release and
shall be kept strictly confidential by Executive and shall not be
discussed by Executive with any person or entity other than the
Chairman of the Company. In the event that the Executive
should reveal any terms and conditions of this Agreement in
violation thereof, no additional payments or contributions shall be
made, and, in addition to other remedies available to the Company,
it shall have the option to seek reimbursement for monies paid
under this Agreement and for liquidated damages for violation of
the confidentiality provisions of this Agreement. Executive
acknowledges that both the Company and Executive shall be entitled
to disclose this Agreement as may be required by federal or state
laws or regulations.
In addition, the
Executive recognizes that he has knowledge of confidential and
proprietary information of the Company and that disclosure and use
of this information would cause harm to Company. Therefore,
the Executive agrees that he will not, either directly, or
indirectly, use, divulge, disclose or communicate the confidential
and proprietary information of the Company to any person, firm or
corporation. This restriction does not apply to any documents
or information that are a matter of public record or within the
public domain. The parties further agree that any violation
of this paragraph shall entitle the Company to injunctive relief in
addition to damages caused by such breach. The Executive
waives any right to assert a claim in any action brought to enforce
this paragraph of the Agreement that the Company has an adequate
remedy at law for a breach.
Executive hereby
declares that no promise or inducement has been made or offered for
this Executive Retirement and Release Agreement except as set forth
herein and in the accompanying Non-Compete Agreement; that this
Agreement is made as a compromise to avoid conflict of whatsoever
nature, known or unknown, including future developments thereof, in
any way growing out of or connected with his employment, his
employment agreements or benefit plans, or his retirement or
termination of employment by the Company; that this Executive
Retirement and Release Agreement is executed without reliance upon
any statement or representation made by or on behalf of the Company
or any person, subsidiary, corporation, agent, or their
representative other than contained in this document and the
accompanying Non-Compete Agreement; that this Executive Retirement
and Release Agreement is intended as a discharge of the Company and
its assigns from all further liability to the Executive for the
consequences of his employment, his employment agreements,
or
