EXHIBIT 10.5
AGREEMENT AND
RELEASE
This Agreement and
Release is made by and between Republic Bank & Trust
Company, its subsidiaries, affiliates and related entities
(hereinafter, “Republic”) and David Vest
(“Employee”).
W I T N E S S E T H
:
WHEREAS, Employee has
previously been employed by Republic, and the parties have mutually
agreed to sever Employee’s employment; and
WHEREAS, the parties wish
to clarify and memorialize certain agreements made between them in
regard to Employee’s employment and the termination of
Employee’s employment;
NOW THEREFORE, in
consideration of the foregoing premises and the terms stated
herein, it is mutually agreed between the parties as
follows:
Employee resigns
from employment with Republic effective May 16, 2008 (the
“Separation Date”).
As specific
consideration for the release and waiver contained in
Paragraph 0 of this Agreement and Release and not as a
replacement for any other benefit or compensation owed Employee,
Republic shall provide the following benefits to which Employee is
otherwise not entitled: Republic shall pay Employee through
November 15, 2008 his base pay at the rate of pay in effect on
the Separation Date in regular payments on the 15th and last day of
each month. Payment of such sums will begin and be payable
within ten days after the revocation period described in Paragraphs
0 and 12 below has expired without a revocation. Employee
shall receive any and all payments which have not been paid to
Employee after the revocation period described in Paragraphs 0 and
12 below has expired without a revocation. This payment will
not include any bonuses, commissions, incentives or any other
remuneration other than base pay. Republic shall withhold
from this payment any taxes or payroll deductions required by law
to be withheld. All other payroll deductions will cease and
Employee will not be eligible for participation in any employee
benefit plans. On or before the Separation Date Employee will
receive a COBRA notice and may elect to continue his participation
in the health and dental plans at his own cost through
COBRA.
Employee, for
himself and his heirs, personal representatives, estate, successors
and assigns, does hereby release, forever discharge and covenant
not to sue Republic, its subsidiaries, affiliates and related
entities, their branches, successors, assigns, agents,
representatives, employees, officers, managers, insurers, partners,
shareholders, directors and trustees, from any and all causes of
action, claims, demands, suits, damages, sums of money and/or
judgments (hereinafter “damages”) arising at any time
prior to and through the date of the execution of this Agreement
and Release which might have been asserted against them by
Employee, or on Employee’s behalf, including, but not limited
to, any damages which may have been asserted by or on behalf of
Employee relating to Employee’s employment by Republic or the
termination of Employee’s employment, including
reinstatement, back or front pay, profit sharing plans, retirement
plans or any benefits plans of any type or nature, all tort and
common law claims, claims for breach of contract, wrongful
discharge, public policy and any claims for discrimination of any
type under any federal, state or local law, ordinance or
regulation, including, but not limited to claims under the Age
Discrimination in Employment Act of 1967 as amended (including the
Older Workers Benefit Protection Act), the Equal Pay Act,
Title VII of the Civil Rights Act of 1964, the Civil Rights
Act of 1991, Americans with Disabilities Act, Family Medical Leave
Act, ERISA and the Kentucky Civil Rights Act, except for any claims
arising under this Agreement and Release. Employee
understands that Employee may be giving up some claim, demand or
cause of action, which Employee now has or may have, and of which
Employee may be unaware. Employee understands and agrees that
this Agreement and Release shall be a complete defense and bar to
any legal action that Employee may take regarding Employee’s
employment or separation from employment with Republic, that any
such action will be in violation of this Agreement and that
Republic will be entitled to recover any and all damages which it
may incur as a result of such action, including recovery of the
severance amount and its costs and attorney’s
fees.
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