Exhibit 10.2
RETENTION
AGREEMENT
THIS RETENTION
AGREEMENT (hereinafter “Retention
Agreement ”) is made and entered into this 18
th
day of March, 2009,
by and between Jeff Soman, (hereinafter “ EMPLOYEE
”), and FCStone Group, Inc. and FCStone, LLC. (collectively,
“ FCStone ”).
R E C I T A L S:
WHEREAS, EMPLOYEE
has been employed by FCStone
from on or about July 1, 2000, most recently as Executive Vice
President – FCStone, LLC. In lieu of terminating
EMPLOYEE’S employment at this time, FCStone
desires to retain EMPLOYEE to continue working for
FCStone under the terms and conditions set forth in this
Retention Agreement.
NOW, THEREFORE
, in exchange for the promises
contained herein and other sufficient and valuable consideration,
the parties agree as follows:
1. EMPLOYEE understands and
acknowledges that he signed and was bound by an Employment
Agreement dated January 9, 2004 (“2004
Agreement”), attached as Exhibit A to this Retention
Agreement. Pursuant to the 2004 Agreement, EMPLOYEE was
employed as an at-will employee. EMPLOYEE further
understands and acknowledges that FCStone recently
considered the possibility of severing the employment relationship
with EMPLOYEE due to legitimate business related reasons.
EMPLOYEE understands that FCStone has decided, that
in lieu of termination, EMPLOYEE’s employment may
continue under the terms of this Retention Agreement.
EMPLOYEE and FCStone agree that the 2004 Agreement is
no longer in force and effect and is being superseded by this
Retention Agreement; except that Paragraphs 5-9, including Exhibit
2 referenced in paragraph 7, and Paragraph 12 of the 2004 Agreement
remain in effect as they are being incorporated by reference into
this Retention Agreement.
2. EMPLOYEE understands and
agrees that this Retention Agreement is being offered to him in
exchange for his agreement to remain employed through the Retention
Date and for his Release in Paragraph 3. This Retention Agreement
shall terminate on March 18, 2010.
3. EMPLOYEE hereby releases
any and all claims that he may have against FCStone , its
parent or affiliated corporations, and its and their officers,
employees, directors, shareholders, and/or agents (the “
FCStone RELEASEES ”) arising from or related to his
employment, and this Release specifically includes, but is not
limited to, claims for termination of employment whether based in
statute, contract or in tort, which shall include such claims as
reckless or negligent infliction of emotional distress, breach of
contract, breach of the covenant of good faith and fair dealing,
breach of implied contract, negligent hiring or retention or
supervision, discrimination of any type, including age
discrimination, sex, race or disability. This Release includes, but
is not limited to, any claims or causes of action arising under 29
U.S.C. § 793 (The Rehabilitation Act of 1973); 42 U.S.C.
§ 12101 (Americans With Disabilities Act of 1990); 42 U.S.C.
§ 2000e (The Civil Rights Act of 1964, as amended); the Family
and Medical Leave Act; and 29 U.S.C. § 201 (Fair Labor
Standards Act), ERISA, Illinois Human
1
Rights Act, and all other claims arising under
federal, state or municipal law or regulation, including but not
limited to claims arising under or out of the statutes or common
law of the states of Iowa and Illinois. This Release specifically
includes a release of any claim that EMPLOYEE may now or
hereafter have to participate in the FCStone Group, Inc. Change in
Control Severance Plan (“CIC Plan”) and EMPLOYEE
hereby waives any rights to severance or other benefits under the
CIC Plan. This Release shall be interpreted broadly to accomplish
its clear purpose of being a full and complete release and shall be
valid based on facts known or unknown to EMPLOYEE . Nothing
in this Retention Agreement is intended, nor shall it be construed,
to preclude any action based on this Retention Agreement nor any
claims EMPLOYEE may have for unemployment compensation
benefits, workers’ compensation benefits, claims under the
Federal Age Discrimination in Employment Act, claims that arise
after this Retention Agreement is executed, nor claims for vested
pension or retirement benefits.
EMPLOYEE further agrees that he will neither file, sue
nor cause nor permit to be filed, charged or claimed, any action
for damages or other relief against the persons and entities
described in this Paragraph 3, involving any matter occurring in
the past, up through and including the date of this Retention
Agreement, or involving any continuing effects of actions or
practices which arose prior to the date of this Agreement, or
involving and based upon any claims which are the subject of this
Retention Agreement.
4. FCStone will continue
EMPLOYEE ’ s current salary and insurance and
paid time off ben
