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As Of Filer Filing For·On·As Docs:Size 3/02/20 Western Alliance Bancorporation 10-K 12/31/19 153:37M |
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Exhibit |
1. | Return of Property. Within 3 business days following the Separation Date, the Employee must return all Employer property, including identification cards or badges, access codes or devices, keys, laptops, computers, telephones, mobile phones, hand-held electronic devices, credit cards, electronically stored documents or files, physical
files and any other Employer property in the Employee's possession. |
2. | Employee Representations. The Employee specifically represents, warrants and confirms that: (a) he has no claims, complaints or actions of any kind filed against the Employer Group with any court of law, or local, state or federal government or agency; and (b) he has been properly paid for all hours worked for the Employer, and that all commissions, bonuses and other compensation due to him has been paid, with the exception of his final payroll check for his salary and any other unpaid compensation through and including the Separation Date, which will be paid on the Separation Date. Any vested benefits under any of the Employer Group's employee benefit plans
are excluded and shall be governed by the terms of the applicable plan documents and award agreements. The Employee specifically represents, warrants and confirms that he has not engaged in, and is not aware of, any unlawful conduct in relation to the business of the Employer Group. If any of these statements are not true, the Employee cannot sign this Agreement and must notify the Employer immediately, in writing, of the statements that are not true. Such notice will not automatically disqualify the Employee from receiving these benefits, but will require the Employer Group's review and consideration. |
3. | Separation Benefits. In consideration for the Employee's execution and compliance with this Agreement, including the waiver
and release of claims in Section 4, the Employer agrees to provide the following benefits: |
(a) | A lump sum payment of $1,500,000.00 (the "Separation Payment"), less applicable employment and income tax withholdings, which shall be reported to the Employee on an IRS Form W-2. If Employee has provided the executed Agreement and this Agreement has not been revoked, Employer will send the Separation Payment to Employee within ten (10) business days after this Agreement becomes effective pursuant to Section 7. |
4. | General Release and Waiver of Claims. In exchange for the consideration provided in this Agreement, the Employee and his heirs, executors, representatives, agents, insurers, administrators, successors and assigns ( collectively, the "Releasors") irrevocably and unconditionally fully and forever waive, release and discharge the Employer Group, including the Employer's parents, subsidiaries,
affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, and shareholders, in their corporate and individual capacities (collectively, the "Releasees") from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys' fees) of any kind whatsoever ( collectively, "Claims"), whether known or unknown, from the beginning of time to the date of the Employee's execution of this Agreement, including, without limitation, any claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to the Employee's hire, benefits, employment, termination or separation from employment with the Employer and any actual or alleged act, omission,
transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as |
5. | Right
to Participate In Agency Proceedings/Covenant Not to Sue. Nothing in this Agreement is intended to limit or impair in any way Employee's right to participate in any manner in any charge or complaint, or any investigation of a charge or complaint by any local, state, or federal agency, including the Equal Employment Opportunity Commission ("EEOC"), the National Labor Relations Board, the Occupational Safety and Health Administration, and the Securities and Exchange Conm1ission ("SEC"). This includes providing documents or other info1mation, without notice to Employer. Employee waives any claim or right to receive damages or compensation on the basis of any such charge, complaint, or investigation; provided, however, that nothing herein shall be construed to waive or limit Employee's ability to receive any bounty or award for information provided to the SEC concerning suspected violations of law. This release does not waive any rights
to unemployment or any rights that may not be released by private agreement. Employee also understands that Employee is not releasing or giving up any claims for any events or actions that happen after Employee executes this Agreement. |
6. | Knowing and Voluntary Acknowledgment. The Employee specifically agrees and acknowledges that: |
(a) | the Employee has read this Agreement in its entirety and understands all of its terms; |
(b) | the
Employee has been advised of and has availed himself of his right to consult with his attorney prior to executing this Agreement; |
(c) | the Employee knowingly, freely and voluntarily assents to all of its terms and conditions including, without limitation, the waiver, release and covenants contained herein; |
(d) | the Employee is executing this Agreement, including the waiver and release, in exchange for good and valuable consideration in addition to anything of value to which he is otherwise entitled; |
(e) | the
Employee is not waiving or releasing rights or claims that may arise after his execution of this Agreement; and |
(f) | the Employee understands that the waiver and release in this Agreement is being requested in connection with the cessation of his employment with the Employer. |
7. | Periods for Considering and Revoking Agreement.
This Agreement is intended to release and discharge any claims of Employee under the Age Discrimination in Employment Act (ADEA). To satisfy the requirements of the Older Workers Benefit Protection Act, 29 U.S.C. Section 626(f) (OWBPA), the Employee acknowledges that he has been given at least twenty-one (21) days to consider this Agreement and consult with an attorney of his choice. Employee agrees that, if he signs this Agreement before the end of the above 21-day period, his signature is intended to waive his right to consider the Agreement for 21 days. The Parties agree that Employee may revoke this Agreement at any time within 7 days after signing the Agreement by written notice, delivered by overnight mail, to Barbara Kennedy, Chief Human Resources Officer, Western Alliance Bank, One E. Washington, Suite 1400, Phoenix,
Arizona 85004. The Parties agree that this Agreement shall not become effective or enforceable until the 7 days have passed without a revocation being received. This Agreement will be revoked in its entirety if such notice is given, and Employer will have no obligation to take any of the actions or make any payment provided by this Agreement. |
8. | Obligations Regarding Confidential Information. |
(a) | Acknowledgment
|
(b) | Definition of Confidential
Information |
(c) | Disclosure and Use Restrictions |
9. | Cooperation. The Parties agree that for a limited time following Employee's Separation Date the Employer may require information on certain matters for which the Employee was responsible or was involved with
during his employment, and the Employer may seek the Employee's cooperation to transition those matters. Accordingly, for a period of 60 days after the Separation Date, the Employee shall cooperate with the Employer regarding matters arising out of or related to the Employee's service to the Employer. Employer's requests pursuant to this Section shall be reasonable in time and scope, and Employee acknowledges and agrees the Separation Payment is sufficient consideration for all provisions of this Agreement, including reasonable requests pursuant to this Section. |
10. | Non-Disparagement. The Employee agrees and covenants that the Employee shall not at any time make, publish, or communicate to any person or entity or in any public
forum any defamatory, derogatory, or disparaging remarks, comments, or statements concerning the Employer Group or its businesses, or any of its employees, officers, or directors and its existing and prospective customers, suppliers, investors, and other associated third parties, now or in the future. |
11. | Future Employment. Employee understands and agrees that, as a condition of this Agreement, he shall not be entitled to any employment with Employer Group, and he hereby agrees not to seek future employment with Employer Group. Employee further acknowledges and agrees that the forbearance to seek future employment stated in this Section 11 is purely contractual, and is in no way involuntary, discriminatory, or retaliatory. |
12. | Confidentiality.
The Employee agrees and covenants that he shall not disclose any of the terms of or amount paid under this Agreement or the negotiation thereof to any individual or entity; provided, however, that the Employee will not be prohibited from making disclosures to his attorney, tax and financial advisors and/or immediate family members, or as may be required by law. |
13. | Remedies.
In the event of a breach or threatened breach by the Employee of any of the provisions of this Agreement, the Employee hereby consents and agrees that the Employer shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford |
14. | Successors and Assigns. The Employer may freely assign this Agreement at any time. This Agreement shall inure to the benefit of the Employer Group and its successors and assigns. The Employee may not assign this Agreement or any part hereof. Any purported assignment by the Employee
shall be null and void from the initial date of purported assignment. |
15. | Medicare. Employee affirms, covenants, and warrants he is not a Medicare beneficiary and is not currently receiving, has not received in the past, will not have received at the time of payment pursuant to this Agreement, is not entitled to, is not eligible for, and has not applied for or sought Social Security Disability or Medicare benefits. In the event any statement in the preceding sentence is incorrect (for example, but not limited to, if Employee is a Medicare beneficiary, etc.), the following sentences (i.e., the remaining sentences of this Section) apply. Employee affirms, covenants, and warrants he has made no claim for illness or injury against,
nor is he aware of any facts supporting any claim against, the Releasees under which the Releasees could be liable for medical expenses incurred by the Employee before or after the execution of this agreement. Furthermore, Employee is aware of no medical expenses which Medicare has paid and for which the Releasees are or could be liable now or in the future. Employee agrees and affirms that, to the best of his knowledge, no liens of any governmental entities, including those for Medicare conditional payments, exist. Employee will indemnify, defend, and hold the Releasees harmless from Medicare claims, liens, damages, conditional payments, and rights to payment, if any, including attorneys' fees, and Employee further agrees to waive any and all future private causes of action for damages pursuant to 42 U.S.C. § 1395y(b)(3)(A) et seq. |
16. | Governing
Law: Jurisdiction and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of Arizona without regard to conflicts-of-law principles. Any action or proceeding by either of the Parties to enforce this Agreement shall be brought only in any state or federal court located in the state of Arizona, county of Maricopa. The Parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue. |
17. | Entire Agreement. Unless specifically provided herein, this Agreement contains all the understandings and representations between the Employee and the Employer Group
pertaining to Employee's termination of employment with Employer and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. The Parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement. |
18. | Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Employee and an Executive Officer of the Employer. No waiver by either of the Parties of any breach by the other party hereto of any condition or provision of this Agreement
to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the Parties in exercising any right, power or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power or privilege. |
19. | Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of
which shall continue to be binding upon the Parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement. |
20. | Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by
reference to the caption or heading of any section or paragraph. |
21. | Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. |
22. | Nonadmission. Nothing in this Agreement shall be construed as an admission of wrongdoing or liability on the part of the Employer Group. |
23. | Notices.
All notices under this Agreement must be given in writing by overnight delivery at the addresses indicated in this Agreement or any other address designated in writing by either party. |
(a) | Notice to the Employer: |
(b) | Notice to the Employee will be directed to the last known address provided by Employee to Employer. |
24. | Acknowledgment of Full Understanding. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT. THE EMPLOYEE FURTHER
ACKNOWLEDGES THAT HIS SIGNATURE BELOW IS AN AGREEMENT TO RELEASE WESTERN ALLIANCE BANK AND THE EMPLOYER GROUP FROM ANY AND ALL CLAIMS. |
EMPLOYEE | WESTERN ALLIANCE BANCORPORATION | ||
WESTERN ALLIANCE BANK | |||
Signature: | /s/
James Haught | Signature: | /s/ Barbara Kennedy |
Printed Name: | Printed Name: | ||
Date: | Date: | ||
Title: | Chief
Human Resources Officer |
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 3/2/20 | 4 | ||
For Period end: | 12/31/19 | 5 | ||
11/2/19 | 8-K | |||
10/29/19 | 3, 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/23 Western Alliance Bancorporation 10-K 12/31/22 128:29M 2/28/22 Western Alliance Bancorporation 424B5 2:464K Donnelley … Solutions/FA 2/25/22 Western Alliance Bancorporation 10-K 12/31/21 130:28M 9/16/21 Western Alliance Bancorporation 424B5 1:656K Donnelley … Solutions/FA 9/15/21 Western Alliance Bancorporation 424B5 1:663K Donnelley … Solutions/FA 6/04/21 Western Alliance Bancorporation 424B5 1:692K Donnelley … Solutions/FA 6/03/21 Western Alliance Bancorporation 424B5 1:482K Donnelley … Solutions/FA 6/03/21 Western Alliance Bancorporation 424B5 1:693K Donnelley … Solutions/FA 5/14/21 Western Alliance Bancorporation S-3ASR 5/14/21 4:464K Donnelley … Solutions/FA 3/01/21 Western Alliance Bancorporation 424B5 1:405K Donnelley … Solutions/FA 2/25/21 Western Alliance Bancorporation 10-K 12/31/20 136:27M |