ex10-24.htm


     

     

    
      	
               
      

            	
              EXHIBIT
      10.24

            


    

    


    
      	
               
      

            	
              SEPARATION
      AGREEMENT AND RELEASE

            


    

    


    West
Bancorporation, Inc. (“Employer”) and Thomas E. Stanberry (“Employee”) hereby
enter into this Agreement as follows:

    


    
      	
              1.

            	
              Employee’s
      employment relationship with Employer ended effective July 15, 2009,
      (“Effective Date”) pursuant to Employee’s resignation which was provided
      and accepted in lieu of termination. Employee’s salary, less applicable
      withholdings and deductions, has been or will be paid through the
      Effective Date.

            


    

    


    
      	
              2.

            	
              In
      exchange for, and contingent upon, Employee’s resignation and the other
      terms and conditions set forth
herein:

            


    

    


    
      	
               
      

            	
              a)

            	
              Employer
      acknowledges and agrees Employee’s resignation was involuntary in
      nature.

            


    

    


    
      	
               
      

            	
              b)

            	
              Employer
      agrees to provide Employee notice of Employee’s rights under and to comply
      with the Consolidated Omnibus Budget Reconciliation Act
      (“COBRA”).  Employee shall receive the maximum COBRA premium
      assistance allowed under Title III of the American Recovery and
      Reinvestment Act of 2009 (Pub. L.
111-5).

            


    

    


    
      	
               
      

            	
              c)

            	
              Employer
      agrees to pay Employee a lump sum in the gross amount of $38,942.27 (324
      hours, 40.5 days) minus applicable withholdings and deductions in full and
      final satisfaction of Employee’s accrued and unused
    vacation.

            


    

    


    
      	
               
      

            	
              d)

            	
              Employer
      agrees not to protest any application Employee makes for unemployment
      compensation benefits, with the understanding the determination of
      Employee’s qualification for such benefits is ultimately within the
      discretion of Iowa Workforce
Development.

            


    

    


    
      	
               
      

            	
              e)

            	
              Employer
      shall pay all of Employee’s reasonable and ordinary unclaimed business
      expenses that accrued on or prior to July 15,
  2009.

            


    

    


    
      	
               
      

            	
              f)

            	
              If
      at any time before July 15, 2012, the Department of the Treasury’s TARP
      regulations, any controlling statute, or any other controlling regulations
      are interpreted or changed so that Employer may in the future pay Employee
      all or any part of a Termination Without Cause Severance Payment (as
      defined in the May 23, 2008, Employment Agreement between Employee and
      Employer (the “Employment Agreement”)) due to the resignation described
      above, then Employer shall pay Employee all or the permitted portion of
      the Severance Payment.  This section shall not be interpreted as
      creating a deferral, a future entitlement, or a future re-instatement of a
      currently prohibited payment.  Rather, the intent of this
      section is to allow a severance payment if future controlling regulatory
      authority retroactively authorizes the payment of a currently prohibited
      payment.  This provision is subject to the condition stated in
      paragraph 12 below.

            


    

    


    
      	
               
      

            	
              g)

            	
              Employer
      shall at its expense provide for Employee’s coverage under such directors’
      and officers’ liability insurance policies as shall from time to time be
      in effect for Employer, officers, and employees for not less than six (6)
      years following the Effective Date.

            


    

    


    
      	
               
      

            	
              h)

            	
              Employee
      shall retain all rights existing through the Effective Date relating to
      the pension, profit sharing, and 401(k) plans in which Employee has
      participated prior to the Effective
Date.

            


    

    


    
      	
              3.

            	
              Except
      for ongoing obligations pursuant to the Employment Agreement, Employee, on
      behalf of Employee and for anyone else who may make a claim on behalf of
      Employee, knowingly and voluntarily releases and discharges Employer, and
      any subsidiary companies, affiliates, operating groups, and its and their
      officers, directors, employees, and agents (“Released Parties”) from all
      causes of action, lawsuits, liabilities, rights or claims Employee may
      have against the Released Parties as of the date Employee signs this
      Agreement, whether now known or unknown, including, without limitation,
      all liabilities, rights or claims arising from or in connection with
      Employee’s employment with Employer and Employee’s separation from
      Employer, including but not limited to all rights, claims, and causes of
      action under the following statutes and court-made legal
      principles:

            


    

     

    
      	
               
      

            	
              a)

            	
              The
      Employee Retirement Income Security Act of 1974, as
    amended;

            


    

     

    
      	
               
      

            	
              b)

            	
              Title
      VII of the Civil Rights Act of 1964, as
amended;

            


    

     

    
      	
               
      

            	
              c)

            	
              Civil
      Rights Act of 1991;

            


    

     


    
      
         


      

      
        44

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              d)

            	
              The
      Americans with Disabilities Act;

            


    

     

    
      	
               
      

            	
              e)

            	
              Any
      applicable state Civil Rights acts and any other applicable Civil Rights
      laws or regulations;

            


    

     

    
      	
               
      

            	
              f)

            	
              Any
      applicable municipal civil rights
ordinance;

            


    

     

    
      	
               
      

            	
              g)

            	
              The
      Family and Medical Leave Act and any applicable state family and medical
      leave statute;

            


    

     

    
      	
               
      

            	
              h)

            	
              Age
      Discrimination in Employment act of 1967, as amended by the Older Workers’
      Benefit Protection Act;

            


    

     

    
      	
               
      

            	
              i)

            	
              Any
      applicable wage payment laws;

            


    

     

    
      	
               
      

            	
              j)

            	
              Any
      express or implied contract right, except for any claim Employee may have
      to a Severance Payment under the termination Without Cause provision set
      forth in Section 4.4 of the Employment Agreement and except rights
      identified in this Agreement including, without limitation, the COBRA
      benefits, insurance coverage, indemnity, and other rights provided
      herein;

            


    

     

    
      	
               
      

            	
              k)

            	
              Any
      cause of action alleging defamation, invasion of privacy, breach of the
      covenant of good faith and fair dealing, wrongful discharge in violation
      of public policy, intentional infliction of emotional distress, or
      promissory estoppel; and

            


    

     

    
      	
               
      

            	
              l)

            	
              Any
      other common law or statutory claim, except for any claim Employee might
      make for unemployment benefits during any applicable period for which he
      is not receiving Severance
Payments.

            


    

     

    
      	
              4.

            	
              Except
      for ongoing obligations pursuant to the Employment Agreement, Employer
      hereby releases and discharges Employee from all causes of action,
      lawsuits, liabilities, rights or claims Employer may have against Employee
      as of the date Employee signs this Agreement, whether now known or
      unknown, including all liabilities, rights, or claims arising from or in
      connection with Employee’s employment by Employer except any liability,
      right, or claim for which indemnification would not be available to
      Employee under Section 3.9 of the Employment
      Agreement.  Employer agrees to indemnify and save Employee
      harmless from any and all claims, liabilities, causes of action, or
      expenses of any nature incurred by Employee as a result of the employment
      of Employee or the actions of Employee relating to employment conducted
      prior to the Effective Date for the benefit of Employer to the fullest
      extent permitted by the Articles of Incorporation and Bylaws of Employer
      and to the fullest extent permitted by
law.

            


    

     

    
      	
              5.

            	
              By
      entering into this Agreement, neither Employer nor Employee claim or admit
      to any liability or wrongdoing, and each denies that it has any liability
      to the other or has acted wrongly toward the
  other.

            


    

     

    
      	
              6.

            	
              Employee
      has twenty-one (21) days from the date of receiving this document to
      consider whether or not to execute this Agreement.  In the event
      of such execution, Employee has a further period of seven (7) days from
      the date of execution in which to revoke such execution, in which case
      this Agreement shall become null and void and neither party shall have any
      obligation under this Agreement.  This Agreement shall not
      become effective or enforceable prior to the expiration of such seven (7)
      day period.

            


    

     

    
      	
              7.

            	
              Notwithstanding
      any other provision of this Agreement, Employee will retain all rights to
      vested benefits, if any, under the Employer’s retirement plan, in
      accordance with the terms of that
plan.

            


    

     

    
      	
              8.

            	
              Employer
      and Employee agree not to disclose the terms of this Agreement to any
      person or entity for any reason at any time without the prior written
      consent of the other, except for disclosures to Employee’s immediate
      family, to the parties’ attorneys, for tax purposes to the parties’
      accountants or tax consultants, to state and federal authorities, or as
      required by law.

            


    

     

    
      	
              9.

            	
              Employer
      agrees to respond to reference inquiries concerning Employee’s employment
      in accordance with its policy of providing only dates of employment and
      title of last position held, and confirming the fact that Employee
      resigned his employment.

            


    

     

    
      	
              10.

            	
              Employee
      agrees not to make any disparaging private or public statements about
      Employer or its employees, officers or directors.  Employer
      agrees not to make any disparaging private or public statements about
      Employee.

            


    

     


    
      
         


      

      
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              11.

            	
              Employee
      agrees to cooperate with Employer in the truthful and honest prosecution
      and/or defense of any claim in which Employer may have an interest (with
      Employee having the right of reimbursement for reasonable expenses
      actually incurred) which may include, without limitation, being available
      to participate in any proceeding involving any of the Released Parties,
      permitting interviews with representatives of Employer, appearing for
      depositions and trial testimony, and producing and/or providing any
      documents or names of other persons with relevant information in his
      possession or control arising out of his employment in a reasonable time,
      place and manner.  In addition to the reimbursement of
      reasonable expenses, Employer will pay to Employee per diem compensation
      at the rate of $250 per hour.

            


    

     

    
      	
              12.

            	
              Employee
      and Employer acknowledge and re-affirm their ongoing obligations and
      rights under the Employment Agreement except to the extent that Section
      7.5 is specifically modified as follows.  Employer hereby waives
      the restriction stated in Section 7.5 of the Employment Agreement that
      Employee “shall not directly or indirectly engage in any other business in
      which the Company engages during the Term of the
      Agreement.”  Employer specifically acknowledges and agrees that
      Employee may, at any time after the Effective Date, engage in the business
      of banking, the business of asset management, or any other business in
      which Employer has engaged at any time during the term of the Employment
      Agreement, or provide services to any person or entity engaged in any such
      business.  If Employee takes advantage of this waiver to work
      for a competitor of Employer or any of its subsidiaries, then no payment
      shall be made to Employee pursuant to paragraph 2(f)
      above.  Employer further specifically acknowledges that engaging
      in the business of banking, asset management, or any other business in
      which Employer has engaged during the term of the Employment Agreement
      will not, absent a specific prohibited act or omission, constitute a
      violation by Employee of the confidentiality, non-disclosure,
      non-solicitation, tampering, or intellectual property provisions of
      Section 7 of the Employment
Agreement.

            


    

     

    
      	
              13.

            	
              Employee
      agrees that should there be a violation or attempted or threatened
      violation of this Agreement, Employer or its successor may apply for and
      obtain an injunction to restrain such violation or attempted or threatened
      violation, to which injunction Employer or its successor shall be entitled
      as a matter of right, Employee conceding that such cannot reasonably or
      adequately be compensated in damages in an action at law, and that the
      right to said injunction is necessary for the protection and preservation
      of Employer’s or its successor’s rights and to prevent irreparable damages
      to Employer or its successor.  Such injunctive relief shall be
      in addition to such other rights and remedies as Employer or its successor
      may have against Employee arising from any breach hereof on Employee’s
      part.

            


    

     

    
      	
              14.

            	
              The
      terms of this Agreement are separable so that if any term or provision is
      invalid or unenforceable, that term will be modified to make it valid or
      enforceable or deleted if incapable of being modified and the rest of this
      Agreement will remain in full force and effect.  This Agreement
      shall be controlled by the laws of the State of
  Iowa.

            


    

     

    Intending
to be bound according to its terms, Employee and Employer have signed this
Agreement as of the dates stated below.

    


    
      	
              EMPLOYEE

            	
              EMPLOYER

            
	
               

               

              /s/
      Thomas E.
      Stanberry                                         

              Thomas
      E. Stanberry

               

               

              Date:  September
      4, 2009

            	
              West
      Bancorporation, Inc.

               

              By:
      /s/ Jack G.
      Wahlig

                     Jack
      G. Wahlig

                     Chairman

               

              Date:  September
      18, 2009

            


    

    


    


    



    
      
         


      

      
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