EXHIBIT (10)(j)
SEPARATION AGREEMENT AND GENERAL
RELEASE
THIS SEPARATION
AGREEMENT AND GENERAL RELEASE (“Release”) is entered
into by and among FIRST FEDERAL CAPITAL CORP, its successor and
assigns (“Capital Corp”), FIRST FEDERAL CAPITAL BANK
(f/k/a First Federal Capital Bank), its successor and assigns
(“Capital Bank”) and JACK C. RUSCH (“Mr.
Rusch”) as of this 29th day of October, 2004.
RECITALS
The
parties acknowledge the following:
A.
Capital Corp and Mr. Rusch are parties to an Employment
Agreement dated July 1, 2001 attached hereto as
Schedule 1 and Capital Bank and Mr. Rusch are parties to
an Employment Agreement dated July 1, 2001 attached hereto as
Schedule 2 (collectively, the “Employment
Agreements”).
B.
Capital Corp and Associated Banc-Corp (“Associated”)
have entered into an Agreement and Plan of Merger (the
“Merger Agreement”) as of April 27, 2004, which
Merger Agreement contemplates the merger of the Capital Corp into
Associated (the “Merger”).
C.
Associated desires that Capital Corp, Capital Bank and
Mr. Rusch affect a final resolution and settlement of all
matters and issues relating directly or indirectly to the
Employment Agreements and Mr. Rusch’s employment with
Capital Corp and Capital Bank and his separation from that
employment prior to the effective time of said Merger.
AGREEMENTS
In
consideration of the Recitals and mutual agreements which follow,
the parties agree as follows:
1.
Effective Time . This Release shall become effective only
upon consummation of the Merger and upon such consummation shall
have the same effective time (“Effective Time”) as said
Merger.
2.
Termination of Employment Agreements . As of the Effective
Time, the Employment Agreements and all of the respective rights
and obligations of Capital Corp, Capital Bank, and Mr. Rusch
thereunder shall cease and terminate.
Mr. Rusch acknowledges and
agrees that he is not entitled to any further compensation or
payment pursuant to the terms of the Employment
Agreements.
3.
Acknowledgment of Full Compensation . Mr. Rusch
acknowledges and agrees that he received from Capital Corp. and
Capital Bank all wages, fringe benefits (including without
limitation by enumeration vacation pay, insurance benefits,
retirement and pension benefits, stock options, severance pay,
bonus payments, and expense reimbursement) and all other
compensation owed by Capital Corp. and Capital Bank to
Mr. Rusch through and including the date of this Release. Mr.
Rusch further confirms that he is not entitled to any further
compensation arising out of his employment.
4.
Consideration . Conditioned upon Mr. Rusch’s
signing of this Release and his return of the Release to Capital
Corp. and/or Capital Bank, expiration of the seven-day revocation
period without revocation, and Mr. Rusch’s properly
executing and returning the attached acknowledgment form to Capital
Corp. and/or Capital Bank (Schedule 3) indicating his decision
not to revoke this Release, Mr. Rusch shall receive the
following lump sum cash payments and benefits:
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(A)
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a
lump sum cash payment of $449,074.81, less ordinary tax withholding
and all required deductions;
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(B)
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a
lump sum cash payment of $339,000 for “Rule of 90”
benefit, less ordinary tax withholding and all required deductions
;
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(C)
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a
cash payment for retirement and other fringe benefits of
$1,042,000, reduced by the fair market value of any split-dollar
life insurance transferred to the Executive and less ordinary tax
withholding and all required deductions;
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(D)
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a
lump sum cash payment calculated based on the Exchange Ratio as
defined in Section 1.10 of the Merger Agreement, representing
the value of the cancellation of Executive’s stock options in
Capital Corp which were granted on April 20, 2004 (which
options become fully vested upon consummation of the Merger), less
ordinary tax withholding and all required deductions;
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(E)
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a
lump sum cash payment representing the value of or the cancellation
of Executive’s restricted stock in Capital Corp which was
awarded on April 20, 2004, less ordinary tax withholding and
all required deductions; and
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2
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(F)
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Executive, Executive’s Spouse
and Executive’s Dependents shall be eligible to participate
in Associated’s group health and dental plans for
Executive’s lifetime, subject to the terms, provisions and
limitations of such plans, to the extent such terms, provisions and
limitations applicable to current employees of Associated.
Associated shall pay the entire premium associated with such
coverage for Executive and Executive’s Spouse and Dependents
under the plans for the Executive’s and Spouse’s
lifetime.
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All cash payment shall be made
within 10 days of the date hereof. These payments shall not be
deemed “compensation” for purposes of any of either
Capital Corp or Capital Bank’s qualified retirement plans or
other benefit programs, and payment of this severance pay does not
entitle Executive to any retirement plan contributions by Capital
Corp and Capital Bank for Executive’s benefit or
account.
5.
Confidentiality and Non-Disclosure . Mr. Rusch agrees
that this Release, and its terms and provisions, are strictly
confidential and shall not be divulged or disclosed in any way to
any person other than his spouse, legal counsel, or tax advisor,
except as required by law. Should Mr. Rusch choose to divulge
the terms and conditions of this Release to his spouse, legal
counsel, or tax advisor, he shall insure that they will be
similarly bound to keep the same confidential. A breach of this
paragraph by Mr. Rusch’s spouse, legal counsel, or tax
advisor shall be considered a breach of this paragraph by
Mr. Rusch.
6.
Non-Admission of Liability . Neither this Release nor any
action taken by Capital Corp. or Capital Bank pursuant to it shall
in any way be construed as an admission by Capital Corp. or Capital
Bank of any liability, wrongdoing, or violation of law, regulation,
contract or policy regarding any of Capital Corp. or Capital
Bank’s decisions and actions regarding the employment or
separation from employment of Mr. Rusch or termination of the
Employment Agreements.
7.
Release . Excepted as specifically provided in paragraphs 16
and 18 of the Release, for valuable consideration from Capital
Corp. and Capital Bank as stated above, Mr. Rusch, for himself
and his heirs, personal representatives, successors and assigns,
hereby releases all claims of whatever nature that he may have
against Capital Corp. or Capital Bank, their affiliates,
subsidiaries, predecessors, successors and assigns and their
present, former or later insurers, agents, representatives,
officers, administrators, directors, principals and employees
(collectively “Releasees”), which arise out of or are
in any manner based upon or related to the employment relationship
between Mr. Rusch, Capital Corp. or Capital Bank, and his
separation from Capital Corp. and Capital Bank,
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and from all other claims or
liabilities of any nature whatsoever which have arisen from any
occurrence, transaction, omission or communication which transpired
or occurred at any time before or on the date of this Release;
provided, however, that this Release will not prevent any party
from asserting a claim against the other party in the event the
other party breaches this Release.
Excepted
as specifically provided in paragraphs 16 and 18 of the Release,
without limitation, Mr. Rusc
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