EXHIBIT 10.1
SEPARATION AND RELEASE
AGREEMENT
This Separation
and Release Agreement is entered into by and between the Federal
Home Loan Bank of Seattle (the "Seattle Bank") and John W. Blizzard
("Mr. Blizzard") to set forth the terms and conditions of Mr.
Blizzard's separation from his employment with the Seattle
Bank.
In order to
provide Mr. Blizzard with separation benefits to assist him in the
transition to other opportunities and to fully and finally resolve
any and all issues regarding Mr. Blizzard's employment with the
Seattle Bank and the termination of that employment, Mr. Blizzard
and the Seattle Bank agree as follows:
- Separation Date.
Mr. Blizzard's
employment with the Seattle Bank ended as of April 30, 2009. He has
received his regular base salary through that date and has received
all of his accrued but unused vacation as of May 15,
2009.
- Severance Benefits.
Provided that the
Federal Housing Finance Agency ("FHFA") does not object thereto,
the Seattle Bank agrees to provide Mr. Blizzard with severance
benefits as set forth in this paragraph 2 and in paragraph 3
below:
-
- Severance Pay.
Within ten (10)
business days after the Effective Date of this Agreement, the
Seattle Bank will pay Mr. Blizzard an amount equal to eight (8)
months of his base monthly salary of $20,600 for a total of
$164,800, less required withholding and deductions ("Separation
Pay").
(b) Bonus. Mr. Blizzard
will not be eligible for a bonus or other incentive compensation
for the 2009 or 2010 incentive periods.
(c)
Additional Separation Compensation. Within ten (10) business
days after the Effective Date of this Agreement, the Seattle Bank
agrees to also pay Mr. Blizzard additional separation
compensation of $25,000 less required withholding and
deductions.
(d) Retirement Benefits.
Mr. Blizzard will be entitled to any vested retirement benefits
that he has accrued as of April 30, 2009 under the Pentegra Defined
Benefit Plan and the Retirement Benefit Equalization Plan pursuant
to the terms of those plans. Mr. Blizzard shall also maintain the
vested retirement benefits he has accrued as of April 30, 2009,
under the Seattle Bank Thrift Benefit Equalization Plan and the
Seattle Bank 401(k) Thrift Plan, pursuant to the terms of those
plans. The Seattle Bank will have no obligation with respect to any
federal income tax consequences of these retirement benefits to Mr.
Blizzard.
(e) Outplacement
Benefits. To assist Mr. Blizzard in finding other suitable
employment, the Seattle Bank will provide Mr. Blizzard with
reasonable outplacement assistance through the Seattle Bank's
outplacement counseling service of up to six (6) months to begin
ten (10) business days after the Effective Date of this
Agreement.
-
- Unemployment
Compensation. The Seattle Bank agrees not to
contest any application for unemployment compensation benefits that
Mr. Blizzard may make due to his separation from the Seattle Bank;
provided that the Seattle Bank reserves the right to correct any
false or misleading information which may be filed in connection
with such application regarding the Seattle Bank and the
circumstances of Mr. Blizzard's separation.
- Medical Insurance.
Mr. Blizzard and his
eligible dependents have the opportunity to continue group health
insurance through the Seattle Bank's Continuation of Health Care
Coverage program for a period of up to eighteen (18) months
following the date of his group health care coverage termination,
April 30, 2009. Beginning on the Effective Date of this Agreement
and continuing until December 31, 2009, the Seattle Bank will pay
the premiums for Mr. Blizzard's continued group medical, dental and vision plan
insurance on the same terms and conditions as employees of the
Seattle Bank and their eligible dependents. Beginning on January 1,
2010, Mr. Blizzard and his eligible dependents may continue group
insurance at his or their expense for the balance of the eighteen
(18) month period which began on May 1, 2009. ADP CobraServ, the
Seattle Bank's administrator, will supply Mr. Blizzard with a
separate notice summarizing his continuation coverage rights and
obligations. Mr. Blizzards' benefits under this paragraph 3 shall
terminate when Mr. Blizzard becomes eligible for coverage under a
new employer's medical plan.
- No Additional
Compensation. Mr. Blizzard and the Seattle
Bank agree that, except as expressly set forth in this Agreement,
and subject to Mr. Blizzard's rights, if any, in the Seattle Bank
retirement plans described in 2(d) above, Mr. Blizzard shall not be
entitled to receive any additional compensation, bonuses, incentive
compensation, employee benefits or other consideration from the
Seattle Bank. Mr. Blizzard shall not be entitled to make
contributions to the Seattle Bank 401(k) Savings Plan from the
Separation Pay or the Additional Separation
Compensation.
- Return of Seattle Bank
Property. Mr. Blizzard represents and
warrants that he has returned to the Seattle Bank all the Seattle
Bank property including, without limitation, any laptop computer,
keys, access cards, parking pass, credit cards, cellular
telephones, books, manuals, files, computer software, disks and the
like, as well as all paper and electronic copies of materials and
documents in his possession or under his direct or indirect control
relating to the Seattle Bank, its business, employees, and
customers, and that he has not retained copies, in whatever form,
of any such materials or documents. Notwithstanding anything to the
contrary set forth herein, the Seattle Bank hereby acknowledges and
agrees that Mr. Blizzard may retain, as his own property, his
copies of his individual personnel documents, such as his payroll
and tax records, and similar personal records. Further,
notwithstanding anything to the contrary set forth herein, the
Seattle Bank will within ten (10) business days following Mr.
Blizzard's execution of this Agreement provide to Mr. Blizzard
a hard copy and an electronic copy of his contacts currently stored
on the computer he used as a Seattle Bank employee, excluding those
contacts which are members or employees of members of the Seattle
Bank.
- Covenant Not to Sue.
Mr. Blizzard
represents that he has not filed any Claim that was released in
this Agreement against the Seattle Bank or the Released Parties (as
defined below) with any court or government agency, and that he
will not, to the extent allowed by applicable law, file any lawsuit
against the Seattle Bank at any time in the future; provided,
however, that this will not limit Mr. Blizzard from filing a Claim
to enforce the terms of this Agreement. If any government agency
brings any claim or conducts any investigation against the Seattle
Bank, nothing in this Agreement forbids Mr. Blizzard from
cooperating in such proceedings, but by this Agreement,
Mr. Blizzard waives and agrees to relinquish any damages or
other individual relief that may be awarded as a result of any such
proceedings.
- Complete Release of Claims by
Mr. Blizzard Against the Seattle Bank. In consideration of the
separation benefits set forth above, which are given to Mr.
Blizzard specifically in exchange for this release as a result of
negotiations between himself and the Seattle Bank and which are
separation benefits substantially in excess of those which he would
otherwise be entitled to, Mr. Blizzard, on behalf of himself,
his marital community, and their heirs, successors and assigns,
releases and discharges the Federal Home Loan Bank of Seattle, its
employee benefit plans and/or their current or former directors,
officers, agents, insurers, employees and attorneys, any and each
of their successors and assigns and predecessors ("Released
Parties"), from any and all claims, charges, causes of action and
damages (including attorneys' fees and costs actually incurred),
known and unknown ("Claims"), including those Claims related in any
way to Mr. Blizzard's employment with the Seattle Bank, or the
termination of his employment relationship with the Seattle Bank,
arising prior to the effective date of this Agreement. It is
understood and agreed that the waivers in this Agreement are not
intended to waive Mr. Blizzard's rights: (a) to indemnification
pursuant to any applicable provision of the Seattle Bank's Bylaws,
or pursuant to applicable law; (b) under ERISA to receive his
accrue
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