Exhibit 10.1
AGREEMENT AND
RELEASE
This Agreement and Release (the " Release ") has been
entered into by and between Cole Taylor Bank (the "Bank," as
defined in Section 4 herein) and Robin VanCastle (as defined in
Section 4 herein). In consideration for the promises contained in
this document, the parties agree:
Section 1.
Robin VanCastle's employment with the Bank will end by mutual
agreement effective March 13, 2009, (" Separation Date ").
During the period between today and Robin VanCastle's Separation
Date, (the " Notification Period "), the Bank agrees to pay
Robin VanCastle any wages, expenses and paid time off benefits
earned up to and including her Separation Date. For any and all
services rendered during the Notification Period, Robin VanCastle
shall earn or accrue only the regular compensation or benefits that
she otherwise would have earned or accrued as an employee of the
Bank, including maintaining health and welfare benefits under the
Taylor Capital Group, Inc. Consolidated Welfare Benefit Program, to
the extent permitted by the applicable plans or policies, and
counting toward her years of service under Taylor Capital Group,
Inc. 401(k) Plan, Taylor Capital Group, Inc. Profit Sharing/ESOP,
and Taylor Capital Group, Inc. Deferred Compensation Plan, but she
will earn or accrue no other compensation or benefit except as
stated in this Release.
Section 2.
During the Notification Period, Robin VanCastle will remain an
at-will employee of the Bank. She will report for work to support
the transition of her prior responsibilities unless she resigns
prior to March 13, 2009. Her responsibilities during this time will
be those associated with transitioning her former role with the
Bank to other staff members and/or those duties assigned to her by
the Chief Financial Officer. During the Notification Period, Robin
VanCastle will be granted a two-day absence to begin the
outplacement services provided by this Release and other time off
as needed based on approval by the Chief Financial Officer. During
this time, she will receive the benefits described in this Release,
provided that she complies with its terms and conducts herself in a
manner consistent with the high standards that the Bank requires of
its executives. If prior to her Separation Date, Robin VanCastle
voluntarily resigns or the Bank terminates her employment because
she failed to perform or comport herself consistent with the Bank's
standards, the Bank will elect to rescind this Release and Robin
VanCastle will receive no special transition benefits.
Section 3.
In consideration for Robin VanCastle's waiver of claims, her
promise to work until her Separation Date, and her other promises
in this Release, she will receive the following special transition
benefits.
a.
Robin VanCastle will receive a severance amount of $270,000.00
which represents fifty-two (52) weeks of her current base salary,
subject to normal withholdings and deductions for state and federal
taxes. The payments provided for in this Release will be made on
regularly scheduled paydays and in the same manner as her base
compensation was paid prior to her Separation Date. Payments will
begin on the first payday following her Separation Date, after the
GSVP of the Bank's Human Capital Group has been in possession of
her signed and unrevoked Release for seven (7) days and will end
with a lump sum payment of the balance owed of the $270,000.00
severance amount on the first regularly scheduled payday in January
2010.
b.
Robin VanCastle will receive any vested restricted stock or stock
options, and any vested 401(k), ESOP, Profit Sharing Plan, and
Non-Qualified Deferred Compensation benefits granted through her
Separation Date, consistent with plan documents.
c.
If Robin VanCastle elects to continue her medical benefits under
COBRA, the Bank will pay the premiums to continue her current
coverage for herself and/or any eligible family members up to
twelve (12) months following her Separation Date. Thereafter, Robin
VanCastle will be responsible for all applicable COBRA
premiums.
d.
To assist her in this transition, the Bank will pay the costs for
executive outplacement services from Challenger, Gray &
Christmas, Inc. for up to twelve (12) months, beginning in January
2009.
e. Robin VanCastle will receive $2,500.00 net lump sum cash payment
in lieu of financial/tax planning assistance on the first regularly
scheduled payday following her Separation Date.
The payments and benefits described in this Release are expressly
conditioned upon Robin VanCastle signing and not revoking this
Release, complying with its terms, and signing and not revoking the
Re-Affirmation of this Release attached as Exhibit A hereto.
Section 4.
In consideration for the monetary payments and other benefits
outlined in this Release, Robin VanCastle on behalf of herself and
her past and present heirs, executors, administrators, and assigns
(collectively referred to in this Release as "Robin VanCastle")
irrevocably and unconditionally releases, waives and discharges and
agrees not to sue the Cole Taylor Bank or any of its past or
present parent, subsidiary, or affiliated companies, including but
not limited to Taylor Capital Group, Inc. and their respective past
and present benefit plans and insurers, plan fiduciaries and
administrators, directors, trustees, officers, employees, agents,
attorneys, successors and assigns (collectively referred to herein
as the "Bank" whether or not specifically named herein) with
respect to any and all claims, liabilities, causes of action,
claims for attorney's fees, allocable in-house attorneys' fees,
costs, and/or any sort of claim whatsoever whether known or
unknown, directly or indirectly relating to, arising out of or in
any way involving Robin VanCastle, her relationship with the Bank
and/or the end of her relationship, or any other act or omission
alleged to have occurred or failed to occur on or before the
Effective Date of this Release, including, but not limited to
claims for wages, fraud, defamation, invasion of privacy,
interference with economic relations, breach of contract,
promissory estoppel or equitable relief, tort damages, employment
discrimination or any claim for employment rights or damages
arising under state or federal law. Further, Robin VanCastle
understands and agrees that this Release covers and waives all
claims for any and all monetary and benefits claims of any kind,
interest, damages, attorneys' fees, allocable in-house attorneys'
fees and costs, insurance, or additional benefits.
a.
Robin VanCastle agrees that this Release or any of the compensation
or benefits provided hereunder are not being offered pursuant to
any Bank severance plan, that she is not entitled to any
compensation or benefits under such plans, and she expressly
releases, waives and agrees not to sue for any compensation or
benefits under any Bank severance plan.
b.
Robin VanCastle also agrees to execute any other documents and
cooperate with the Bank to the extent reasonably necessary to
effectuate this Release, including but not limited to signing and
not revoking the Re-Affirmation of this Release attached hereto as
Exhibit A.
c.
Robin VanCastle also acknowledges and agrees t
