Exhibit 10.1.2
SEPARATION AGREEMENT AND GENERAL
RELEASE OF CLAIMS
This Separation Agreement and
General Release of Claims (this “Release”) is entered
into by and between the Federal Home Loan Bank of Chicago (the
“Bank”) and J. Mikesell Thomas (“Mr.
Thomas”) to set forth the terms and conditions of
Mr. Thomas’ employment separation from the Bank, and his
resignation from his employment and position as an officer of the
Bank.
I, J. Mikesell Thomas, have
received, carefully read, and fully understand all of the
provisions in this Separation Agreement. In entering into this
Release, I am relying on my own judgment and knowledge and not on
representations or statements made by the Bank, its employees, or
agents. I acknowledge that the Bank advised me to consult with an
attorney about the terms of this Release before signing
it.
1. Severance and Other
Payment.
(a) I understand that my employment
with the Bank is terminated effective April 11, 2008 based on
a mutual agreement between the Bank and me and such date shall be
deemed to be the “Date of Termination” hereunder and
under the employment agreement between myself and the Bank, dated
as of August 30, 2004, as amended (the “Employment
Agreement”).
(b) In exchange for my agreement set
forth in this document, I understand that I will receive a lump sum
payment of $1,131,000.00 (“Severance Payment”) in lieu
of any other benefit that I may have been entitled to under my
Employment Agreement in connection with my termination of
employment. Both the Bank and I acknowledge and agree that based
upon my resignation, such termination would not be a
“Termination by the Company without Cause” or a
“Termination by the Executive for Good Reason” that
would trigger the payment of severance benefits under
Section 7(b) of my Employment Agreement nor a
“Termination for Cause.”
I understand that the Severance
Payment will be payable within 3 business days after the expiration
of the seven-day Revocation Period described below and only if I
have not revoked my acceptance of the terms of this Release. I will
also be entitled to receive appropriate payments pursuant to the
Pentegra Financial Institutions Retirement Fund and a lump sum
payment of any benefits payable from the Benefit Equalization Plan.
In addition, I will be paid all accured and unpaid salary through
April 11, 2008 and $70,000 for vacation accrued, but not used,
through April 11, 2008. The Bank also agrees to reimburse me
up to $55,000 for the legal fees incurred in connection with the
negotiation and documentation of this Release. I understand that
the Bank will deduct all applicable state and federal taxes and
other mandatory deductions from amounts payable to me under this
Release. The obligations of the Bank hereunder to make the
Severance Payment are absolute and unconditional and shall not be
subject to offset, setoff, counterclaim or reduction for any reason
except for required withholding taxes or mandatory deductions. I
agree to forfeit all performance units awarded to me under the
Bank’s Long Term Supplemental Incentive Compensation Plan for
the 2008 to 2009 performance period.
(d) I understand that the purpose of
this Release is to assure the Bank that in return for the Severance
Payment, the Bank and its directors, officers, employees, agents
and representatives will not be put to the expense and
inconvenience of defending any claim, charge, or lawsuit asserted
by me in connection with my employment or the mutual agreement
between the Bank and myself to terminate my employment.
2. Review Period.
(a) I understand that this Release
is a legally binding document of serious legal significance. I
acknowledge that I have had a period of not less than twenty-one
(21) calendar days after today’s date (the “Review
Period”) to review this Release and consider acceptance of
this Release and the Severance Payment in exchange for releasing
any and all claims that I may have against the Bank and for
acknowledging the continuation of certain provisions of the
Employment Agreement as outlined in Section 5 herein. I
understand that the Review Period will begin running on the day I
receive this Release.
3. Revocation
Period.
I have been informed of my right to
revoke this Release without penalty in the seven (7) calendar
days immediately following the date on which I sign this Release.
This seven-day period is called the “Revocation
Period”. I understand that I may revoke this Release by
delivering written
