EXHIBIT 10.8
SEVERANCE AGREEMENT AND
GENERAL RELEASE
The Severance Agreement and General
Release (hereinafter “Agreement” or “Severance
Agreement”) is made and entered into this 31st day of
December, 2008 by and between Michael A. Jessee
(“Mr. Jessee”) and Federal Home Loan Bank of
Boston (“FHLBB” or “the
Employer”).
WHEREAS, Mr. Jessee presently
serves as the President of FHLBB; and
WHEREAS FHLBB and Mr. Jessee
have reached an agreement pursuant to which Mr. Jessee will
resign his employment with FHLBB in exchange for certain
considerations;
NOW, therefore, in consideration of
the severance compensation provided to Mr. Jessee, the mutual
covenants herein set forth, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, Mr. Jessee, and FHLBB hereby agree as
follows:
1.
Termination of Employment
: Mr. Jessee agrees that he will
execute the resignation letter attached hereto as Exhibit A
effective April 30, 2009 (the “Termination Date”)
upon execution of this Agreement. This Agreement confirms
that as of the Termination Date Mr. Jessee will have resigned
from his position as President of FHLBB and any and all other
positions that he may hold as an officer or director of FHLBB, and
any industry committees, panels or forum for which he represents
FHLBB. A form of resignation is attached hereto as
Exhibit A.
2.
Continuing Responsibilities
: Mr. Jessee agrees that from the date
of the execution of this Agreement through April 30, 2009 he
will work diligently and in good faith to (a) perform his
duties as President of FHLBB, (b) comply with all federal and
state laws, rules, regulations and guidelines governing the
operations of FHLBB, (c) comply with all policies,
regulations, and practices of FHLBB and (d) comply with all
directives from the Board of Directors of FHLBB.
Mr. Jessee further agrees (a) to work diligently and in
good faith to effect a smooth transition with his successor as
President of FHLBB and (b) not to approve any expenses for the
2009 year without the approval of the Chairman of the Board of
Directors or the Chair of the Compensation Committee.
3.
Return of Property
: Mr. Jessee agrees that by the end of
the work day on April 30, 2009 he will return to FHLBB all
FHLBB property in his possession
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including a laptop computer, cell
phone, all FHLBB documents, and keys. Mr. Jessee further
agrees that he will not delete any FHLBB information on the laptop
computer or his desk top computer at work and will provide FHLBB
with any pass words necessary for FHLBB to access all FHLBB
information on the computers, including emails.
4.
Workers Compensation Statement
: Mr. Jessee agrees that by the end of
the work day on April 30, 2009 he will execute the Workers
Compensation statement attached hereto as Exhibit B as part of
this Agreement.
5.
Execution of General Release
: Mr. Jessee agrees that at the end of
the work day on April 30, 2009 he will re-execute the General
Release attached hereto as Exhibit C.
6.
No Filings : Mr. Jessee
confirms that he has filed no charge, complaint, or action in any
forum against FHLBB or its officers, directors or employees,
including in any city, state or federal court or administrative
agency.
7.
Confidential Information
: Mr. Jessee acknowledges that during
the term of his employment with FHLBB, he has had access to
proprietary information of FHLBB. Mr. Jessee understands
and agrees that he is bound to keep said information confidential
after his termination of employment.
8.
Consideration and Benefits to Mr. Jessee
: Mr. Jessee will be provided with the
following benefits:
(a) During the transition
period from the execution of this Agreement through April 30,
2009 (“Transition Period”), Mr. Jessee will
receive his present salary and benefits, minus his normal
deductions for taxes. He will continue during the transition
period to accrue benefits and to be subject to the benefit plans to
which he is entitled according to the terms of the respective
benefit plan documents of FHLBB including the Pentegra Defined
Benefit Plan, Pension Benefit Equalization Plan, Pentegra Defined
Contribution Plan, and Thrift Benefit Equalization Plan.
(b) On April 30, 2009,
Mr. Jessee will be paid for all vacation time that he has
accrued to that date but has not used, minus normal tax
withholdings.
(c) During the eighteen (18)
months from May 1, 2009 through October 31, 2010 (the
“severance pay period”), FHLBB shall provide
Mr. Jessee with salary continuation at his current base rate
of pay. The severance payments shall be paid through
FHLBB’s normal payroll, minus normal deductions for
taxes. Should Mr. Jessee die during the severance pay
period, all unpaid amounts shall be paid to his estate.
Mr. Jessee shall not accrue any benefits during the severance
pay period.
(d) FHLBB shall continue to
provide Mr. Jessee with the same coverage that he presently is
provided under FHLBB’s group health plan until
Mr. Jessee reaches 65 years of age. FHLBB shall continue
to pay the same percentage of the insurance premium for the
coverage as presently provided to Mr. Jessee. The
coverage will be provided under COBRA for the first eighteen (18)
months after the termination of Mr. Jessee’s
employment. Thereafter, FHLBB shall use its good faith
efforts to have Mr. Jessee
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continue the same coverage under
FHLBB’s group health plan. If the carrier for
FHLBB’s group health plan does not permit Mr. Jessee to
continue his coverage under the group health plan, Mr. Jessee
will be responsible for obtaining replacement coverage and FHLBB
shall pay as a contribution to Mr. Jessee’s premiums on
a monthly basis an amount equal to the net after tax premium
presently paid by FHLBB for Mr. Jessee’s current
coverage until Mr. Jessee reaches 65 years of age.
(e) Mr. Jessee will be
eligible for a potential bonus under the 2008 Executive Incentive
Plan.
(f) During the
transition period, Mr. Jessee will be entitled to participate
in the benefits provided to him under the personnel policies of the
FHLBB including medical and life insurance coverage according to
the terms of the policies.
(g) FHLBB shall provide
Mr. Jesse with a new computer of his choice, not to exceed $
2,500.00 in cost.
(h) FHLBB shall provide to
Mr. Jesse a payment of $5,000 to defray any professional fees
incurred in the review of this Agreement. Payment will be
made within five days following expiration of the revocation period
referenced in Section 15 below provided Mr. Jessee has
not revoked this Agreement.
9.
Non-Disparagement . The FHLBB
agrees that it will not, directly or indirectly, disparage
Mr. Jessee or to do or say anything that will otherwise harm
his personal or professional reputation. Mr. Jessee
agrees that he will not, directly or indirectly, disparage FHLBB or
any of the people, products or organizations associated with FHLBB,
including without limitation the officers, directors and
shareholders of FHLBB, and that he will not, directly or
indirectly, otherwise do or say anything that could disrupt the
morale of the employees of FHLBB or otherwise harm FHLBB’s
business or reputation. Nothing herein shall preclude
Mr. Jessee or FHLBB, however, from responding truthfully as
required by lawful process, summons or subpoena or disclosing such
information as may be required by any regulatory agency or the
securities laws in connection with any disclosure obligations or
otherwise as may be required by applicable law.
10.
No Admissions . This Agreement
shall not be construed as any admission by Mr. Jessee or FHLBB
that either violated any common law or statutory rights enjoyed by
the other party or in any way breached any contractual obligations
either had to one another.
11.
Public Announcement .
Mr. Jessee and FHLBB agree that they
will draft together a joint announcement regarding the termination
of Mr. Jessee’s employment with FHLBB.
11.
Binding Effect . This
Severance Agreement and General Release shall inure to the benefit
of, and be binding upon, the parties and their respective
representatives, agents, executors, heirs, successors and
assigns.
12.
Confidentiality
. Mr. Jessee agrees to keep the terms
and amount of
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severance benefits under the
Agreement com
