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EXHIBIT 10.1
AGREEMENT AND RELEASE
THIS AGREEMENT AND RELEASE ("Agreement") is entered into by and
between Vincent J. Ciavardini ("Employee") and UMB Fund Services,
Inc. ("UMB"). For purposes of this Agreement, UMB Financial
Corporation and each of its subsidiaries is sometimes each
individually referred to as a "UMB Entity". This Agreement was
given to Employee by UMB on January 11, 2007 and again on
January 31, 2007. In consideration of the mutual promises and
agreements set forth herein, the parties agree as follows:
1. Termination of Employment : The parties
acknowledge and agree that Employee’s employment with UMB
ended effective the 11th day of January, 2007. ("the Termination
Date"). This Agreement does not affect Employee’s benefits,
if any, which were vested under the terms of a UMB fringe benefit
plan as of the Termination Date. Employee does not have any work
related injuries or illness.
2. UMB’s Consideration: Employee and UMB
intend an amicable separation. While not obligated to do so by any
law, policy or contract, upon Employee’s agreement to this
Agreement and subject to the other terms of this Agreement, UMB
agrees to pay Employee the sum of $132,287.17, less any
withholdings (e.g., FICA and tax withholding) required to be made
by federal, state, or local law. The above sum does not
include any amounts to which Employee may be entitled in connection
with his unused and accrued paid time off as of the Termination
Date, but does include any severance payment(s) to which
Employee may be entitled under any one or more severance plans or
policies of any UMB Entity contingent upon his execution of this
Agreement and the releases and other obligations set forth herein.
The above-stated sum shall be paid to Employee in four
(4) installments of $26,457.43 each, and one final installment
of $26,457.45 (each, an "Installment Payment"), with each
respective Installment Payment to be made every two weeks on the
day of the week when UMB’s regular wages are paid (each a
"Regular Payday"), commencing the first Regular Payday that is
fourteen (14) days or more following UMB’s receipt of
this Agreement signed by Employee.
Notwithstanding the foregoing undertaking of UMB to make the
specified number of Installment Payments, in the event that if at
any time after the Termination Date, Associate accepts employment
by, or otherwise becomes affiliated with, any business or entity or
person or engages in self employment, such that he becomes eligible
to receive a salary, commissions or other monetary remuneration in
consideration of his work or production or efforts (each such event
being referred to as a "Re-employment"), then (irrespective of
whether UMB has been notified of same) UMB shall have no further
obligation or liability under this Section 2 make any further
Installment Payments to Employee (other than to make the "Final
Installment Payment" provided for below), and UMB shall be entitled
to be reimbursed by Employee for any Installment Payments made by
UMB after such Re-employment commenced. For purposes of this
Section a "Final Installment Payment" shall be a sum that is equal
to fifty percent (50%) of the remaining Installment Payments
that would have been payable under this Section after
Employee’s
Re-employment had Re-employment not occurred. If
UMB made any Installment Payments after Re-employment occurred
(whether as a result of being unaware of the occurrence of such
Re-employment, or otherwise), then the amounts of such Installment
Payments shall be credited against any sum UMB may be required to
pay as a Final Installment Payment (with any excess amount being
repaid by Employee to UMB). Upon any Re-employment (and upon
UMB’s payment of the Final Installment Payment), UMB shall
have no obligation to pay any further sums to Associate.
If, Employee is eligible for, and is receiving, health care
insurance coverage under UMB’s health coverage plan pursuant
to the provisions of the federal continuation of health coverage
law known as "COBRA," (or any applicable state law concerning
continuation of health coverage) during the period of time between
the Termination Date and the date that UMB makes the final
Installment Payment (the "COBRA Period") then during such COBRA
Period, UMB shall contribute to the cost of the premiums for such
coverage, an amount equal to the "employer’s portion" then
being contributed by UMB for its other employees having the same
type of coverage as that enjoyed by Employee , plus the 2% COBRA
administrative surcharge. Such contributions shall cease upon the
earlier of (a) the date that UMB makes the final Installment
Payment, or (b) the date that Employee is no longer eligible
for, or no longer receiving, health care insurance coverage under
UMB’s health insurance plan.
In addition, upon Employee’s request, UMB will arrange and
pay for outplacement services (at the Executive level) to be
provided to Employee until the earlier of (a) twelve months
from the Termination Date, or (b) the date that Re-employment
occurs. The type, level and provider of such outplacement services
will be determined by UMB in its sole discretion. UMB shall also
pay to Employee, at such time in the first quarter of 2007 as it
pays out final awards under the UMB 2006 Short-Term Incentive Plan
program to all participants therein, the amount payable to Employee
under such program. UMB shall also transfer to Employee, title to
the 2002 Cadillac DeVille DTS automobile that he is currently using
for business purposes. Employee acknowledges that the value of such
automobile will be reported for tax purposes as non-cash
compensation, and agrees to pay all income and other taxes that may
be associated with the transfer of such automobile to him.
Any tax withholdings or other amounts that UMB is legally
required to withhold from the Installment Payments or other sums
paid by it to Employee shall be deemed to have been made to
Employee for purposes of determining whether UMB has fulfilled its
obligations under this Section 2. Employee further
acknowledges and agrees that, notwithstanding any withholding by
UMB, he shall be solely responsible for the payments of any taxes
and/or penalties that may be assessed against him/her on such
Installment Payments or other sums.
3. Employee’s Consideration : Employee
hereby forever waives, releases, absolves, and discharges UMB and
each UMB Entity, and each of its and their predecessors,
successors, assigns, affiliates, subsidiaries, agents, officers,
employees, directors, and shareholders (collectively, the "Released
Parties") from any and all claims, charges, demands for relief, or
causes of action, whether known or unknown, arising from acts or
omissions of UMB or any of the other Released Parties, or any of
their
respective agents, occurring any time on or
before the date of Employee’s execution of this Agreement.
This release includes but is not limited to any claim under any
local, state, or federal employment discrimination statute,
including, but not limited to, the Missouri Humans Rights Act, the
Kansas City Human Relations Ordinance, the Kansas Act Against
Discrimination, the Kansas Age Discrimination in Employment Act,
the Age Discrimination in Employment Act, the Arizona Civil Rights
Act, A.R.S. Section 41-1401 et seq and the Arizona Workers
Compensation laws, A.R.S. Section 230-101 et seq., the
Colorado Civil Rights Statutes, the Wisconsin employment
discrimination acts, the Pennsylvania Human Relations Act, the
Americans with Disabilities Act, Title VII of the Civil Rights Act
of 1964, the Age Discrimination in Employment Act of 1967, the
Employee Retirement Income Security Act, the Family and Medical
Leave Act, the Fair Labor Standards Act, the Worker Adjustment and
Retraining Notification Act, the Older Worker Benefits Protection
Act, and any and all claims under any other federal, state, or
local statute, regulation, constitution, or under any express or
implied contract, or under common law or any rule of law, or under
any tort theory or cause of action, or under any other legal or
equitable theory whatsoever. Employee further agrees that this full
and complete release includes the s
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