Exhibit 10.1
SEPARATION AGREEMENT AND RELEASE OF ALL
CLAIMS
This
Separation Agreement and Release of All Claims
(“Agreement”) is made between First National Bank in
Howell (“Employer”) and Janice B. Trouba
(“Employee”) as follows:
1.
Termination of Employment . Employee’s
employment is terminated effective June 15, 2009, (the
“Separation Date”). Employee will be paid
Employee’s salary and receive all benefits through
Employee’s Separation Date. Except as set forth in this
Agreement and for Employee’s vested rights, if any, under
applicable retirement plans, all compensation and benefits from the
Employer shall terminate on the Separation Date. Employee has no
entitlement to further or future employment with the Employer and
its related companies and agrees never to apply for or otherwise
seek employment with the Employer or any related companies. If
Employee applies for employment in violation of this section,
Employer and its related companies are entitled to deny employment
or, if hired, terminate employment based on this Agreement, without
more.
2.
Separation Payment . In exchange for the execution
and non-revocation of this Agreement, Employer shall:
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a.
continue to pay Employee’s regular salary, less any
applicable withholdings and deductions, for six (6) months.
Employer shall make the first payment on Employer’s regular
payroll payday occurring at least fourteen (14) days after
Employee’s acceptance and non-revocation of this Agreement
and shall continue to make payments on regular payroll paydays
until the amount is paid in full.
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b.
Long Term Incentive . Employer agrees to fully vest 2041
shares of non-vested stock grants previously received by the
Employee under the Long Term Incentive Plan.
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Except as set forth in this
Agreement, Employer shall not pay any other compensation to
Employee. All other benefits to Employee shall terminate as of the
Separation Date. Employee shall not accrue any paid time off, and
Employer shall not contribute to any retirement or other plans.
Employee acknowledges that the above compensation represents a sum
to which Employee is not otherwise entitled.
3.
Release of All Claims . In exchange for the
Separation Payment above, Employee, for herself and any person or
representative claiming through Employee, releases and forever
discharges the Employer, its parent company, subsidiaries, and
affiliated organizations, successors and assigns and their past and
present directors, officers, employees, agents, attorneys, benefit
plans and plan administrators, sureties and insurers (collectively
“Releasees”) from all claims, liabilities, demands,
costs, attorney fees, causes of action and damages, including all
consequential and incidental damages, whether known or unknown,
arising from the beginning of time to the date of this Agreement,
including without limitation those relating directly or indirectly
to Employee’s employment and officer status with Employer and
all claims for personal injury, defamation, breach of contract,
wrongful discharge, violation of due process or civil rights and
violation of any federal, state or local statute, law or ordinance
and the common law, including without limitation violation of the
Employee Retirement Income Security Act, the Age Discrimination in
Employment Act, Title VII of the Civil Rights Act, the Fair Labor
Standards Act, the Family and Medical Leave Act, the Americans with
Disabilities Act, the Equal Pay Act, the Michigan Elliott-Larsen
Civil Rights Act, the Michigan Persons with Disabilities Act, the
Michigan Wage and Fringe Benefits Act, the Michigan
Whistleblower’s Protection Act, and/or any federal, state or
local law regarding discrimination. Notwithstanding this Agreement,
Employer acknowledges that Employee is not releasing any retirement
and pension benefits which Employee is qualified and vested to
receive, and benefits under COBRA if Employee so elects.
Employee
acknowledges that Employee does not have any personal injuries
related to Employee’s employment with the
Employer.
Employee
agrees that Employee shall not file or assert or permit to be filed
or asserted any civil action, suit or legal proceeding in
connection with any claim released in this Agreement. Employee
agrees that she will not obtain or accept any relief if any such
action, suit or proceeding is filed. However, the foregoing does
not affect any right that Employee may have to file an
administrative charge with the Equal Employment Opportunity
Commission. If such a charge is filed, Employee agrees that she
shall not obtain or accept any monetary award, recovery, settlement
or relief therefrom. Additionally, nothing in this Agreement shall
prevent Employee from filing a legal action to challenge whether
the release in this Agreeme