**Exhibit 10.2**

 

**SEVERANCE AGREEMENT AND RELEASE**

 

This Severance Agreement and Release (the “Agreement”)is between Zsolt K. Bessko, the undersigned employee (hereinafter referred toas “Employee”), and Guaranty Bancorp (the “Bank”) regardingEmployee’s separation from employment with the Bank.  The term “Bank” is deemed to includeGuaranty Bancorp and its affiliates, subsidiaries, related companies and anyemployee benefit plans sponsored Guaranty Bancorp or any such entities, andtheir respective directors, trustees, officers, employees, administrators, attorneys,representatives and agents.

 

Inexchange for the releases and other agreements specified in this Agreement,Employee and the Bank agree as follows:

 

1.             TerminationDate.  Employee’s employment with theBank will terminate effective April 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 andowing to Employee through the end of employment.

 

2.             SeverancePayment.  The Bank also agrees to payEmployee post-termination severance of $220,000, less appropriate deductionsfor federal and state withholdings, other applicable taxes and appropriatebenefit deductions.  Employeeacknowledges that this severance payment is additional consideration that wouldnot otherwise be payable to Employee upon termination of employment.

 

3.             Release.  Employee understands this Agreement is aknowing and voluntary waiver of claims by Employee related to Employee’semployment with and separation from the Bank. In exchange for the consideration set forth in this Agreement, andexcept for matters specifically reserved in this Agreement, Employee, andEmployee’s representatives, successors and assigns, release and foreverdischarge the Bank from any and all claims, demands, damages, losses,obligations, rights and causes of action, whether known or unknown, includingbut not limited to, all claims, causes of action that Employee now has or hasever had against the Bank relating in any way to Employee’s employment at theBank.  Employee agrees not to bring anylawsuits against the Bank relating to the claims that Employee has released norwill Employee allow any to be brought or continued on his or her behalf or inhis or her name.  This Agreement does notaffect Employee’s right to file a charge with or participate before the EqualEmployment Opportunity Commission; however, Employee is waiving the right torecover damages and attorney’s fees from such a proceeding.

 

**Without limiting the generality of the foregoing terms, the scope ofEmployee’s release under this Agreement specifically includes, but is notlimited to, all claims for breach of contract, any other claim under the commonlaw of the State of Colorado, including claims for tort, breach of impliedcontract, wrongful discharge, breach of a covenant of good faith and fairdealing, intentional infliction of emotional distress, defamation, injunctiverelief, compensatory damages, punitive damages, equitable relief, attorney’s feesand costs, and any claims under the following statutes:******Title VII of theCivil Rights Act of 1964 (as amended) (42 U.S.C. Sec. 2000 (e) et seq.),the Americans with Disabilities Act (42 U.S.C. Sec. 12101 et seq.), theFair Labor Standards Act (29 U.S.C. Sec. 201 et seq., including theEqual Pay Act), 42 U.S.C. Sec. 1981 and C.R.S. Sec. 24-34-301 et seq.(1973), C.R.S. Sec. 8-4-101 et seq. (1973), the Rehabilitation Act of1973, (as amended) (29 U.S.C. Sec. 791 et seq.), or under any state orfederal wage, labor, employment, or anti-discrimination act, rule orregulation, or under any common law theory, either legal or equitable.****

 
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Initials | ZKB    |     | LC     |   |   |
|------------------|--------|----------|--------|--------|--------|
| Employee         |   | Employer |   |   |

 

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Notwithstanding the foregoing, this Agreement shallnot release, revoke, supersede or amend any rights the Employee may have underthe Bank’s Change in Control Severance Plan, as such plan may be amended fromtime to time.

 

4.             Non-Disparagement.  Employee agreesnot to disparage the business, products or reputation of the Bank.  The Bank in like manner, agrees not todisparage the reputation of the employee.

 

5.             Confidentiality.  Employee agrees not to disclose to anyonepayroll, personnel, financial or other confidential information that Employeeobtained or had access to as an employee of the Bank.  In addition, Employee agrees to keep thisAgreement strictly confidential and not to disclose the terms of this Agreementto anyone other than the Employee’s spouse, tax advisor and attorney.

 

6.             ConsiderationPeriod.  Employee expressly acknowledges that the Bank hasgiven him or her a period of at least seven (7) days within which toconsider this Agreement.

 

7.             Consultation with Counsel. Employee expressly acknowledges that the Bank has advised him or her todiscuss all aspects of this Agreement with an attorney before signing thisAgreement and that he or she has discussed, or in the alternative, has freelyelected to waive any further opportunity to discuss, this Agreement with an attorneybefore signing it.

 

8.             CompleteUnderstanding.  It is expresslyunderstood that thisAgreement reflects the complete understanding between the parties and there is noagreement or understanding between Employee and the Bank about or pertaining tothe termination of Employee’s employment with the Bank or the Bank’s obligationto Employee with respect to such termination except what is set forth in thisAgreement.

 

9.             Voluntary Execution.  Employeeunderstands that it is his or her choice whether or not to enter into thisAgreement and that his or her decision to do so is voluntary and is madeknowingly.  Employee certifies that he orshe has read this Agreement and that he or she fully understands andvoluntarily agrees to the same.

 

10.           Governing Law. This Agreement shall be governed by, and construed and enforced inaccordance with, the laws of the State of Colorado.

 

11.           Counterparts. This Agreement may be signed in counterparts, each of which shall havefull force and effect.

 

 

| **EMPLOYEE:**       | ** **          | **BANK:** |
|---------------------|---------------------|-----------|
|                |                |      |
|                |                |      |
| /s/ Zsolt K. Bessko |                | By:       | /s/ Laurie Clyne |
|                |                |      | Name: Laurie Clyne |
|                |                |      | Title: SVP Human Resources |
|                |                |      |   |
| Date:               | April 10, 2009 |      | Date: | April 10, 2009 |
|                     |                     |           |  |  |

 
|  

Initials | ZKB    |     | LC     |   |   |
|------------------|--------|----------|--------|--------|--------|
| Employee         |   | Employer |   |   |

 

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