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Exhibit
10.11
SEPARATION AGREEMENT AND
RELEASE
This SEPARATION AGREEMENT
AND RELEASE (“Separation Agreement”) is between
BALTIMORE COUNTY SAVINGS BANK, F.S.B., BCSB BANKCORP, INC.,
BALTIMORE COUNTY SAVINGS BANK, M.H.C., BCSB BANCORP, INC.
(sometimes individually or collectively referred to as the
“Employers”), and WILLIAM M. LOUGHRAN
(“Executive”).
WHEREAS, Executive
shall retire from his employment with Employers;
WHEREAS, Executive and
the Employers wish to clarify and amend their respective rights and
obligations arising from the retirement of the
Executive;
NOW, THEREFORE, in
consideration of the mutual promises, benefits and covenants herein
contained, the Employers and Executive hereby agree as
follows:
1. Executive
shall retire as Executive Vice President of Baltimore County
Savings Bank, F.S.B. (the “Bank”) and as Executive Vice
President of BCSB Bankcorp, Inc., effective as of November 16,
2007 (the “Termination Date”). Executive shall remain
as a member of the boards of directors of each of the Employers and
shall receive remuneration and benefits for those services in
accordance with the policies of each board.
2. The Bank
shall make a lump sum payment to Executive on the first business
day of January, 2008 (January 2, 2008) of $155,911, less required
withholding and deductions, as severance to Executive in connection
with his termination of employment.
3. Executive
acknowledges and agrees that as of November 16, 2007, he shall
no longer be entitled to any payments or benefits from the
Employers other than those payments and benefits described in
Sections 1 and 2 of this Separation Agreement and any payments due
him under (i) the employee stock ownership plan sponsored by
the Bank, (ii) the 401(k) plan sponsored by the Bank,
(iii) the Baltimore County Savings Bank, F.S.B. Survivor
Income Plan effective as of November 1, 2003, (iv) the
Baltimore County Savings Bank Deferred Compensation Plan and
(v) the Baltimore County Savings Bank, F.S.B. Supplemental
Executive Retirement Agreement entered into by and between
Executive and the Bank (such payments being made in accordance with
the terms of said arrangements, as may be modified in form or
operation in order to comply with Section 409A of the Internal
Revenue Code of 1986, as amended). Executive acknowledges and
agrees that the Change in Control Agreement he originally entered
into with the Bank on October 23, 2002 (as later amended),
together with any other agreements or understandings (other than
the Supplemental Executive Retirement Agreement) with the Employers
(whether written or not) shall be null and void as of
November 1, 2007. The parties also acknowledge and agree that
this Agreement shall not otherwise alter the terms of any stock
options previously granted to Executive that remain outstanding as
of his Termination Date.
4. In exchange
for the consideration set forth in this Separation Agreement and
intending to be legally bound, Executive, and all other persons or
entities claiming with, by, or through him, hereby releases and
forever discharges the Employers, their predecessors, successors,
affiliates, subsidiaries, parents, partners and all of their
present and past directors, officers, agents, employees and
attorneys, and all other persons or entities who could be said to
be jointly or severally liable with them (individually and
collectively the “Releasees”) from any and all
liabilities, claims, actions, causes of action or suits presently
asserted or not asserted, accrued or unaccrued, known or unknown,
that Executive had, now has, or may have or could claim to have
against the Releasees, from the beginning of time to the date
of
execution of this Separation Agreement,
including, but not limited to, all claims and rights: (i) in
any way arising from or based upon Executive’s employment or
service with the Employers; or (ii) which relate in any way to
the cessation of Executive’s employment and other duties with
the Employers. Executive also releases the Releasees from any and
all liabilities, claims, actions, causes of action or suits,
whether or not presently asserted, and whether accrued or
unaccrued, or known or unknown, that Executive had, now has, may
have or could claim to have against them, from the beginning of
time to the date of execution of this Agreement, including, but not
limited to, all claims and rights in any way arising from or based
upon any claims for wrongful discharge, libel, slander, breach of
contract, impairment of economic opportunity, intentional
infliction of emotional distress or any other tort, or claims under
federal, state, or local constitutions, statutes, regulations,
ordinances, or common law, including, without limitation, claims
under the Federal Age Discrimination in Employment Act, the Federal
Older Workers Benefit Protection Act, Title VII of Civil Rights Act
of 1964, the Americans with Disabilities Act, the Maryland Wage
Payment and Collection Law, the Maryland Wage and Hour Law, the
Employee Retirement Income Security Act of 1974, the Civil Rights
Acts of 1866, 1871, 1964, and 1991, the Rehabilitation Act of 1973,
the Equal Pay Act of 1963, the American with Disabilities Act of
1990, the Family and Medical Leave Act of 1993, and any other
statute or law.
5.
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