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Exhibit 10.1
Execution Copy
SEPARATION AND RELEASE AGREEMENT
THIS SEPARATION AND RELEASE AGREEMENT (this " Agreement
") is made effective as of the 22 nd day of December, 2008 (the "
Agreement Date "), by and between MidWest One
Financial Group, Inc. (the " Company "), and David A.
Meinert (the" Executive ").
WHEREAS, Executive currently serves as the Chief
Financial Officer of the Company pursuant to an employment
agreement by and between the Company and Executive dated
September 11, 2007 (the " Employment Agreement "
) ;
WHEREAS, Executive has advised the Company of his
intention to resign all positions with the Company effective as of
the close of business on December 31, 2008 (the "
Termination Date "); and
WHEREAS, the parties intend that this Agreement shall be
in complete settlement of all rights of Executive relating to
Executive’s employment with the Company.
NOW, THEREFORE , in consideration of the mutual covenants
herein contained, and upon the other terms and conditions
hereinafter provided, the parties hereby agree as follows:
Section 1. Termination of Employment and Agreements;
Resignation . Except as otherwise specifically set forth
herein, the Employment Agreement, the Executive Deferred
Compensation Agreement between Executive and MidWest One
Financial Group, Inc. (formerly Mahaska Investment Company), dated
January 1, 2003 (the " Deferred Compensation Agreement
"), the Salary Continuation Agreement between Executive and MidWest
One Financial Group, Inc. dated July 1, 2004 (the "
Salary Continuation Agreement ") and Executive’s
employment with the Company shall terminate effective as of the
close of business on the Termination Date. Executive acknowledges
that this Agreement shall serve as his resignation from any and all
officerships, directorships, committee memberships and all other
elected or appointed positions, of any nature, that Executive held
immediately prior to the Agreement Date with the Company and/or any
of its affiliates, all effective as of the close of business on the
Termination Date. As a condition to receipt of any payment
hereunder, Executive agrees that he will execute any documentation
reasonably required by the Company to effectuate such
resignations.
Section 2. Severance Payments . In consideration for
the promises made in this Agreement, the Company agrees to pay, or
provide to, Executive, in lieu of any payments and/or other
benefits otherwise due to Executive pursuant to the Employment
Agreement and/or the Salary Continuation Agreement, the following
(collectively, the " Severance Benefits "):
(a) On the Termination Date, Executive shall receive a single
lump sum cash payment equal to the value of all accrued but unpaid
annual base salary and all accrued but unused vacation pay through
December 31, 2008, less applicable tax withholding.
(b) On the later of the Termination Date or the Effective Date
(as defined in Section 7 ), a single lump sum cash
payment in an amount equal to Eight Hundred Thirty-Three Thousand
Nine Hundred Twenty-Seven Dollars ($833,927.00), less applicable
tax withholding.
(c) Executive will receive an aggregate amount of
One Hundred Two Thousand Five Hundred Dollars ($102,500), which
shall be paid in twelve (12) approximately equal monthly
installments beginning on the first monthly anniversary of the
Termination Date.
(d) Subject to the approval of the Company’s board of
directors at its regularly scheduled January 2009 meeting,
Executive’s outstanding vested stock options shall be
exercisable until the earlier of (A) their original expiration
date, or (B) eighteen (18) months following the
Termination Date. Any outstanding unvested stock options and/or
equity incentive awards held by Executive shall be forfeited as of
the Termination Date and no payment or other benefit shall be
provided in lieu thereof.
(e) Executive shall be allowed to purchase the automobile (the "
Automobile ") which the Company had been providing for
Executive’s use. The purchase price shall be equivalent to
the Kelley Blue Book wholesale value of the Automobile as of the
Termination Date.
(f) Within ten (10) days of the Termination Date, the
Company shall reimburse Executive for any business expenses that
are payable under the Company’s normal expense reimbursement
policies and practices that were incurred by Executive prior to the
Termination Date. In addition, the Company shall reimburse
Executive’s legal fees and expenses incurred in connection
with negotiating the terms of this Agreement up to a maximum of
Five Thousand Dollars ($5,000) and for any legal fees and expenses
necessary to enforce this Agreement.
(g) Executive acknowledges and agrees that all payments made,
and benefits provided, pursuant to this Agreement shall be subject
to all applicable tax withholding and reporting requirements.
(h) Notwithstanding the foregoing to the contrary, if the
Company is prevented by the Federal Deposit Insurance Corporation,
or any other federal or state bank regulatory authority, from
making any payment, or providing any benefit, described in this
Section 2 on the date or at the time provided herein,
any such payment and/or benefit shall be paid to, or provided to,
Executive as of the earliest possible date allowed by such
regulator. Any delay by the Company in the making of any payment,
or providing of any benefit, pursuant to this subsection (h)
shall have no effect on the obligations of Executive as set
forth or described in this Agreement.
Section 3. Termination of Benefits . Except as
otherwise provided in this Agreement, Executive’s continued
participation in all compensation and other benefit plans will
cease as of the Termination Date; provided that nothing
contained herein shall limit or otherwise impair Executive’s
right to receive pension, welfare or similar benefit payments which
are vested as of the Termination Date under any applicable
tax-qualified pension plan, welfare benefit plan or other
tax-qualified or non-qualified benefit plans, including but not
limited to the Deferred Compensation Agreement, pursuant and
subject to the terms and conditions of the applicable plan;
provided, further, that nothing contained herein shall limit
or otherwise impair Executive’s (and/or his eligible
dependents’) right to elect coverage under the
Company’s group health insurance plans pursuant to the health
care continuation rules set forth in the Consolidated
Omnibus Budget Reconciliation Act of 1985, with
Executive required to pay the same amount as he or she would pay if
he or she continued in employment with the Company or an Affiliate
during such period.
Section 4. Equity Awards . Except as set forth in
Section 2(e) above, outstanding vested stock options
and other equity incentive awards held by Executive shall be
governed by the applicable plan document and/or applicable grant
agreement.
Section 5. Restrictive Covenants . Following the
Termination Date, Executive shall continue to be subject to the
restrictive covenants set forth in Section 8 of the Employment
Agreement for the time periods described in therein.
Section 6. General Release . In consideration of the
promises made in this Agreement, Executive, with full understanding
of the contents and legal effect of this Agreement and having the
right and opportunity to consult with his counsel, releases and
discharges the Company, its shareholders, officers, directors,
supervisors, managers, employees, agents, representatives,
attorneys, parent companies, divisions, subsidiaries and
affiliates, and all related entities of any kind or nature, and its
and their predecessors, successors, heirs, executors,
administrators, and assigns (collectively, the " Company
Released Parties ") from any and all claims, actions, causes of
action, grievances, suits, charges, or complaints relating to
Executive’s employment with the Company and the termination
thereof, that he ever had or now has, whether fixed or contingent,
liquidated or unliquidated, known or unknown, suspected or
unsuspected, and whether arising in tort, contract, statute, or
equity, before any federal, state, local, or private court, agency,
arbitrator, mediator, or other entity, regardless of the relief or
remedy, arising prior to the execution of this Agreement. Without
limiting the generality of the foregoing, it being the intention of
the parties to make this Section 6 as broad and as
general as the law permits, this Section 6 specifically
includes any and all subject matters and claims arising from any
alleged violation by the Released Parties under the Age
Discrimination in Employment Act of 1967, as amended; Title VII of
the Civil Rights Act of 1964, as amended; the Civil Rights Act of
1866, as amended by the Civil Rights Act of 1991 (42 U.S.C.
§1981); the Rehabilitation Act of 1973, as amended; the Iowa
Civil Rights Act of 1965, and other similar state or local laws;
the Americans with Disabilities Act; the Worker Adjustment and
Retraining Notification Act; the Equal Pay Act; Executive Order
11246; Executive Order 11141; and any other statutory claim,
employment or other contract or implied contract claim, claim for
equity in the Company, or common law claim for wrongful discharge,
breach of an implied covenant of good faith and fair dealing,
defamation, or invasion of privacy arising out of or involving his
employment with the Company, the termination of his employment with
the Company, or involving any c
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