Exhibit 10.1
SEVERANCE AGREEMENT AND
RELEASE
This Severance Agreement and Release
(the “ Agreement ”) is between Sherri L.
Heronema, the undersigned employee (hereinafter referred to as
“ Employee ”), and Guaranty Bancorp (the “
Bank ”) regarding Employee’s separation from
employment with the Bank. The term “ Bank
” is deemed to include Guaranty Bancorp and its affiliates,
subsidiaries, related companies and any employee benefit plans
sponsored by Guaranty Bancorp or any such entities, and their
respective directors, trustees, officers, employees,
administrators, attorneys, representatives and agents.
In exchange for the releases and
other agreements specified in this Agreement, Employee and the Bank
agree as follows:
1.
Termination Date
. Employee’s employment
with the Bank will terminate effective February 15, 2009 due
to job elimination. Employee will be paid all wages or
salary, all accrued, unused Flexible Time Off (FTO) and any other
compensation due and owing to Employee through the end of
employment.
2.
Severance Payment
. The Bank also agrees to pay
Employee post-termination severance of $210,000, less appropriate
deductions for federal and state withholdings, other applicable
taxes and appropriate benefit deductions. Employee
acknowledges that this severance payment is additional
consideration that would not otherwise be payable to Employee upon
termination of employment. In the event Employee is 40
years of age or older, payment will be made to Employee upon
expiration of the seven (7) day revocation period as set forth
in Section 7 below .
3.
Release . Employee understands this Agreement is a
knowing and voluntary waiver of claims by Employee related to
Employee’s employment with and separation from the
Bank. In exchange for the consideration set forth in this
Agreement, and except for matters specifically reserved in this
Agreement, Employee, and Employee’s representatives,
successors and assigns, release and forever discharge the Bank from
any and all claims, demands, damages, losses, obligations, rights
and causes of action, whether known or unknown, including but not
limited to, all claims, causes of action that Employee now has or
has ever had against the Bank relating in any way to
Employee’s employment at the Bank. Employee agrees not
to bring any lawsuits against the Bank relating to the claims that
Employee has released nor will Employee allow any to be brought or
continued on his or her behalf or in his or her name. This
Agreement does not affect Employee’s right to file a charge
with or participate before the Equal Employment Opportunity
Commission; however, Employee is waiving the right to recover
damages and attorney’s fees from such a
proceeding.
Without limiting the generality
of the foregoing terms, the scope of Employee’s release under
this Agreement specifically includes, but is not limited to, all
claims for breach of contract, any other claim under the common law
of the State of Colorado, including claims for tort, breach of
implied contract, wrongful discharge, breach of a covenant of good
faith and fair dealing, intentional infliction of emotional
distress, defamation, injunctive relief, compensatory damages,
punitive damages, equitable relief,
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