TERMINATION AGREEMENT AND RELEASE
OF ALL CLAIMS
This
confidential Termination Agreement and Release of All Claims
(“Agreement”), effective upon the execution of this
Agreement, is made and entered into by James W. Noyce (the
“Executive”) and FBL Financial Group, Inc.
(“FBL” or the “Company”). By signing this
Agreement, the Executive and Company agree as follows:
1.
Purpose . The Executive
is entering into this Agreement as a way of concluding his
employment relationship with the Company, its subsidiaries and
affiliates (collectively, the “Affiliated Entities”)
and of voluntarily resolving any dispute or claim or any potential
dispute or claim that the Executive has or might have related to
his employment with the Company, the Affiliated Entities, and their
respective officers, directors, shareholders, employees, managers,
agents, attorneys, representatives, and assigns, whether known or
unknown by the Executive at this time. This Agreement is not and
should not be construed as an allegation or admission on the part
of the Company or the Affiliated Entities that any of them have
acted unlawfully or violated any state or federal law or
regulation. The Executive understands that the Company, the
Affiliated Entities, and their respective officers, directors,
shareholders, employees, managers, agents, attorneys,
representatives, and assigns, specifically disclaim any liability
to the Executive or any other person for any alleged violation of
rights or for any alleged violation of any order, law, statute,
duty, policy or contract.
2.
Resignation . The
Executive has resigned from his positions as Chief Executive
Officer of the Company, a member of the Company’s Board of
Directors and as an officer and/or director of any of the
Affiliated Entities, effective as of May 1, 2009. The
Executive hereby resigns from his employment with the Company,
effective as of the date of the resignation letter (the Termination
Date), a copy of which letter is attached hereto as
Exhibit A.
Within thirty
(30) days after the Termination Date, the Company shall pay
the Executive any unpaid portion of his base salary through the
Termination Date and pay in lieu of any accrued but unused vacation
to which he may be entitled. The amount of this payment is not part
of the consideration for this Agreement.
3.
Termination Benefits . As
consideration for the Executive’s entering into this
Agreement and providing the covenants and release set forth below,
and subject to the Executive not revoking this Agreement pursuant
to Section 12 below, the Company shall provide the Executive
the following (collectively, the “Termination
Benefits”):
a. A lump sum
payment of Eight Hundred Fifty-Five Thousand Dollars ($855,000.00),
which shall be paid within three (3) business days of the
Effective Date (as defined in Section 14 below);
and
b. For the
period from the Termination Date through the first to occur of
(i) May 31, 2009 and (ii) the date on which the
Executive obtains comparable coverage as a result of the
Executive’s employment with another employer, medical
coverage on terms and conditions comparable to the terms and
conditions provided to active Executives of the Company generally,
as in effect from time to time (including without limitation
co-payment and premium costs imposed on active Executives). The
coverage contemplated by this provision shall include the
following:
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medical/health,
dental insurance, executive disability income insurance, accidental
death and dismemberment and executive universal life
insurance.
c. The Company
agrees that the Executive may qualify for a cash incentive
(bonus) attributable to the portion of the 2009 fiscal year
(four months) during which the Executive was employed by FBL on the
same basis as such bonuses may be paid to other FBL Management Team
members for 2009. The amount of any such bonus payable to FBL
Management Team members or Executive is based on specific
articulated goals and objectives and is payable at the sole
discretion of the Board of Directors of FBL. Payment of any such
bonus to any FBL Management Team member does not require any
payment to any other member of the FBL Management Team or
Executive. In the event such bonus is paid to any other FBL
Management Team member, the Company agrees to give the Executive
written notice and an opportunity to be heard by the FBL Board of
Directors with regard to payment to the Executive.
d. The Company
agrees that if, in the future, the Company makes any additional
bonus payment to any\ FBL Management Team Member attributable to
the 2008 fiscal year, the Executive does not release any right he
may have and is therefore eligible to receive a payment in the same
proportion as paid to such other FBL Management Team member. The
decision to make any such additional payment to FBL Management Team
members or Executive will be made at the sole discretion of the
Board of Directors of FBL. Payment of any such bonus to any FBL
Management Team member does not require any payment to any other
member of the FBL Management Team or Executive. In the event such
bonus is paid to any other FBL Management Team member, the Company
agrees to give the Executive written notice and an opportunity to
be heard by the FBL Board of Directors with regard to payment to
the Executive.
4. Waiver of
Additional Compensation or Benefits . The Executive agrees that except as otherwise
expressly provided herein the Termination Benefits described herein
constitute the entire amount of consideration provided to him under
this Agreement, and that in consideration of the Termination
Benefits described herein, he will not seek any further
compensation for any other claimed damage, costs, severance,
income, or attorney’s fees. The Executive expressly waives
any right to participate in or receive any benefits or payments
under any severance plan or program offered by or on behalf of the
Company.
5. Neutral
Employment Reference .
The Company agrees to provide a neutral employment reference to any
potential employers that consider the employment of the Executive
and that seek information concerning the reasons for the departure
of the Executive. The Company will provide to any such potential
employers the identity of the positions held by the Executive and
the dates of the Executive’s employment with the
Company.
6. Tax
Consequences. The
Executive acknowledges and agrees that the Company has made no
representations to him regarding the tax consequences of any
Termination Benefit received by him pursuant to this Agreement. It
is understood by the Executive that the above Termination Benefits
are made solely for the purpose of resolving and compromising any
and all claims regarding the Executive’s employment with the
Company. Notwithstanding any other provision of this Agreement, the
Company may withhold from any amounts payable under this Agreement,
or any other benefits received pursuant hereto, such Federal, state
and/or local taxes as shall be required to be withheld under any
applicable law or regulation.
7.
Non-Disclosure Agreement . The Executive agrees never to disclose terms
or amount of this Agreement, nor the substance of the negotiations
leading to this Agreement nor confidential
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business
information and decisions the Executive was privy to due to his
duties at FBL, to any person or entity (other than to his immediate
family, personal counsel or attorney, personal accountants,
personal tax preparer, personal and attending doctors and mental
health care professionals, and/or the appropriate taxing
authorities (who will then be deemed governed by the non-disclosure
agreement herein)), without the express written consent of the
Company or unless required to do so by law. Notwithstanding the
foregoing or anything else to the contrary in this Agreement, the
Company and the Executive shall be permitted to disclose the tax
treatment and tax structure, each as defined in Treasury
Regulations Section 1.6011-4, of the matters provided for
herein (but no other details about the matters covered by this
Agreement, including, without limitation, the identities of the
parties). The Company may make such disclosure of these matters,
and file such documents, as its counsel determines are required
under the rules of the Securities and Exchange
Commission.
8.
Non-Disparagement Agreement.
a. The
Executive shall not make, participate in the making of, or
encourage or facilitate any other person to make, any statements,
written or oral, which criticize, disparage, or defame the goodwill
or reputation of the Company or any of its present, former or
future directors, officers, executives, employees and/or
shareholders in their respective capacities as such. The Executive
further agrees not to make any negative statements, written or
oral, relating to his employment, the termination of his
employment, or any aspect of the business of the Affiliated
Entities.
b. Officers and
directors of the Company shall not make, participate in the making
of, or encourage or facilitate any other person to make, and the
Company shall instruct its officers and directors not to make, any
statements, written or oral, which criticize, disparage, or defame
the goodwill or reputation of the Executive. The Company further
agrees not to make, and to instruct its officers and directors not
to make, any negative statements, written or oral, relating to the
Executive’s employment or the termination of his
employment.
c. Nothing in
this Section 8 shall prohibit any person from making truthful
statements when required by order of a court or other body having
jurisdiction, or as otherwise may be required by law or under an
agreement entered into in connection with pending or threatened
litigation pursuant to which the party receiving such information
agrees to keep such information confidential.
9.
Confidentiality/Return of Property . The Executive shall hold in a fiduciary
capacity for the benefit of the Company and the Affiliated Entities
and shall not disclose to others, copy, use, transmit, reproduce,
summarize, quote or make commercial, directly or indirectly, any
secret or confidential information, knowledge or data relating to
the Company or any of the Affiliated Entities and their respective
businesses that the Executive has obtained during his employment
with the Company and/or any of the Affiliated Entities
(“Confidential Information”). However, the
Executive’s obligations under this Section 9 shall not
extend to: (1) Confidential Information which is or becomes
part of the public domain or is available to the public by
publication or otherwise without disclosure by the Executive;
(2) Confidential Information which was within the
Executive’s knowledge or in his possession prior to his
employment by the Company; or (3) Confide
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