amendedandrestatedceotra






                                                                                 Exhibit 10.1            AMENDED AND RESTATED CEO TRANSITION AND RETIREMENT AGREEMENT    THIS AMENDED AND RESTATED CEO TRANSITION AND RETIREMENT AGREEMENT  (“Agreement”) is entered into by Kenneth Karels (“Karels”) and Great Western Bancorp, Inc., and Great Western  Bank for and on behalf of themselves and their predecessors, successors, assigns, parents, subsidiaries, branches,  affiliated entities and related entities (collectively, “Company”). Karels and Company are collectively referred to in  this Agreement as the “Parties.”                                                RECITALS                                               WHEREAS, on November 22, 2019, the Parties entered into a CEO Transition and Retirement Agreement (the  “Original Agreement”); and    WHEREAS, as a result of the impacts of COVID-19 on the business and operations of the Company, the Parties are  desirous of amending and restating the terms of the Original Agreement as set forth herein.    NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises contained below, it is agreed  as follows:    1.    Incorporation of Recitals.  The above recitals are incorporated herein, are true and correct, are ratified, and  are an integral part of this Agreement.    2.    Employment Role.    Karels shall continue to serve as an employee of the Company in the role of a Special Advisor and his duties and  responsibilities will be limited to those requested by the Company’s Board of Directors or by the Company’s Chief  Executive Officer, in their sole and absolute discretion, through October 2, 2020, the date upon which Karels shall  retire from all employment roles with the Company (the “Retirement Date”).     3.          Compensation and Benefits.                (a)    Karels shall continue to be paid in accordance with the Company's normal payroll practices his base salary         as of November 22, 2019 through October 2, 2020;           (b)    Karels will continue to be eligible (i) for the long term incentive stock (the “LTI”) awards in respect of the         Company’s 2020 fiscal year as approved by the Compensation Committee of the Company on October 22,         2019, and (ii) to participate in all employee benefit plans and programs generally available to employees of         the Company, to the extent that Executive meets the eligibility requirements for each individual plan or         program.  The previously granted short term incentive (“STI”) in restricted stock awards and LTI (including         all previously granted LTI) shall vest in accordance with the grant and Section 8.4 of the employment letter         entered into between Karels and the Company dated December 15, 2017 (the “Employment Letter”); and           (c)    Within ten (10) business days after the Effective Date, as defined below, the Company shall make the         following payments to Karels: (i) a lump sum payment of $525,937.50 in lieu of the STI compensation in         respect of the Company’s 2020 fiscal year provided for in Section 3(a) of the Original Agreement; and (ii) a         lump sum payment of $675,000 in lieu of the consulting arrangement, including any obligation of Karels to         provide consulting services,  provided for in Section 2(b) of the Original Agreement.                  The payments under Sections 3(a) and (c) shall be made subject to applicable tax withholdings.  Except as specifically  provided in this Agreement, Karels shall not be entitled to any further cash incentive awards (meaning cash incentive  awards in respect of Fiscal Year 2020 or thereafter), stock options, restricted stock, performance share awards, or  other equity or incentive awards other than as approved on October 22, 2019. Prior to the Effective Date, Mr. Karels  shall notify the Company whether he intends to purchase from the Company the 2018 Chevrolet Tahoe (the “Tahoe”)  being used by Karels at a price equal to $39,185.   If Karels agrees to purchase the Tahoe it will be transferred to him  within ten days after the Effective Date and the Company shall deduct the purchase price from the total amount to be  paid under Section 3(c) of this Agreement.  In the alternative, if Karels does not notify the Company of his intent to     





 






   purchase the Tahoe under this Section 3, Karels shall return the Tahoe to the Company at its headquarters within 10  days after the Effective date.      4.    Mutual Release.      The Company and Karels, on behalf of themselves, and their respective heirs, executors, officers, directors, employees,  investors, shareholders, administrators,  predecessor and successor corporations and assigns, hereby fully and forever  release each other and their respective heirs, executors, officers, directors, employees, investors, shareholders,  administrators, predecessor and successor corporations and assigns (the “Company Released Parties” and the “Karels’  Released Parties,” as applicable) from any claim, duty, obligation or cause of action relating to any matters of any  kind, whether known or unknown, suspected or unsuspected, that either of them may possess arising from any  omissions, acts or facts that have occurred up until and including the Effective Date of this Agreement as defined  below, including, without limitation: any and all claims relating to or arising from Karels’ employment relationship  with the Company and termination of that relationship; breach of express, implied or oral contract; impairment of  economic opportunity; interference with employment relations, negligent infliction of emotional harm or distress;  intentional infliction of emotional harm or distress; negligence; fraud; misrepresentation; defamation; emotional  stress; pain and suffering; bodily injury; and, claims brought under the Age Discrimination in Employment Act  (“ADEA”), the Americans with Disabilities Act (“ADA”), the Employment Retirement Income Security Act  (“ERISA”), 42 U.S.C. 1981, 1983 and 1985, Title VII of the Civil Rights Act of 1964, the Family and Medical Leave  Act of 1993 (“FMLA”), any state or local age discrimination in employment and fair employment practices laws, the  Fair Labor Standards Act, including the Wage and Hour Laws and the Equal Pay Act, or any other federal or state  statute, municipal ordinance or governmental regulation or common law which is or may be based in whole or in part  on, arises from, or is or may be related to his employment, or his termination with Company.  The release includes all  claims for compensatory and punitive damages.       Karels understands that by waiving any sex, race, color, national origin, religion, marital status, disability, handicap,  veteran status, retaliation or age discrimination claim against the Company Released Parties, Karels is forever waiving,  releasing and discharging any right Karels may have to recover on any lawsuit on these claims and also any right to  any relief  Karels may otherwise be entitled to as a result of any proceedings brought by the Equal Employment  Opportunity Commission, any state or local Equal Opportunity Commission or any other comparable enforcement  authority.  Karels understands that the term "waive" means giving up any right to seek to recover any monetary  damages against the Company Released Parties.  Karels further acknowledges that the payments from the Company  in accordance with this Agreement constitutes sufficient consideration and exchange for the release described in this  Section.    The Company and Karels will indemnify and hold the Company Released Parties and Karels Released Parties, as  applicable, from any damages, including attorney fees and costs, if either is sued by the other or its/their assignee,  with respect to any of the claims released in this Section.    The foregoing release does not include, and Karels does not waive any rights, benefits, or claims that Karels may have  (a) under worker's compensation laws, (b) pursuant to the indemnification provisions contained in the bylaws of the  Company (c) as an additional insured under any director and officer policy that Company maintains or have  maintained, (d) under any employee benefit or pension plans governed by the Employee Retirement Income Security  Act of 1974, as amended, in which Karels participated prior to the date of this Letter, including, but not limited to the  Company’s 401k plan, (e) any rights under COBRA, or (g) any payments, benefits, rights or claims arising under this  Agreement.  For the avoidance of doubt and notwithstanding anything to the contrary contained herein, as an employee  Karels shall remain subject to the terms of the Company’s Employee Handbook and Loyalty Agreement therein  contained.    5. Cooperation.   At any time after the Retirement Date, upon reasonable request and notice from the Company,  Executive will, without further consideration but at no expense to Executive (for purposes of clarity, meaning that  Executive will be reimbursed for his reasonable out-of-pocket expenses approved in good faith by the Company in  connection with his cooperation in the foregoing matters) (i) timely execute and deliver such acknowledgements,  instruments, certificates, and other ministerial documents (including without limitation, certification as to specific  actions performed by Executive in his capacity for the Company) as may be necessary or appropriate to formalize and  complete the Company’s corporate records; provided, however, that nothing in this Section 5 will require Executive                                                                                           2   





 






   to take any action that he reasonably believes to be unlawful or unethical or to make any inaccurate statement of actual  facts, and (ii) provide complete and truthful information to, and otherwise cooperate fully with, the Company and any  of its legal counsel, agents, insurers and representatives in connection with any investigations, arbitrations, litigation,  or other matters relating to the Company in which the Company determines that Executive may have relevant  information.  In addition, after the Retirement Date and at the Company’s reasonable request and upon reasonable  notice, Executive will, from time to time, discuss and consult with the Company regarding business matters that he  was directly and substantially involved with while employed by or otherwise providing services to the Company.    6.          Early Termination.       Karels’ employment may be terminated prior to the Retirement Date by the Company  only for “Cause’ as defined in the Employment Letter..  If Karels employment is terminated for Cause then the  Company will pay to Karels only any annual base salary earned but not paid through the date of Karels’ termination,  any unused paid time off and any other benefits to which Karels is legally entitled as of such date under the terms and  conditions of any benefit plans of the Company in which Karels is participating as of such date.    7.          No Other Benefits.  This Agreement is not intended to provide Karels with payments or benefits that are  duplicative of or overlap with payments or benefits that will be paid or provided to Karels under other agreements  between Executive and the Company.      8.          Coordination with Employment Agreement.  The Employment Letter is hereby terminated and cancelled  and will have no further force or effect except the following Sections which are specifically incorporated into this  Agreement: 4, 5, 6, 7, 8.1(a), 8.1(c), 8.1(d), 8.1(e), 8.4, 9, 10.6, 11, 12, 13, 14.2.      9.          Governing Law; Jurisdiction and Venue.  All matters related to the interpretation, construction, application,  validity and enforcement of this Agreement will be governed by the laws of the State of South Dakota without giving  effect to any choice or conflict of law provision or rule, whether of the state of South Dakota or any other jurisdiction,  that would otherwise cause the application of the laws of any jurisdiction other than the State of South  Dakota.  Executive and the Company consent to jurisdiction of the courts of the State of South Dakota and/or the  federal district courts in South Dakota, for the purpose of resolving all issues of law, equity, or fact, arising out of or  in connection with this Agreement.  Any action involving claims of a breach of this Agreement will be brought in  such courts.  Each party consents to personal jurisdiction over such party in the state and/or federal courts of South  Dakota and hereby waives any defense of lack of personal jurisdiction or inconvenient forum.  Venue, for the purpose  of all such suits commenced in state court, will be in Minnehaha County, State of South Dakota.    10.          Miscellaneous.    (a)    Entire Agreement.  This Agreement and any employee benefit plans sponsored by the Company in which  Karels is a participant are intended to define the full extent of the legally enforceable undertakings of the Parties, and  no promises or representations, written or oral, that are not set forth explicitly or incorporated in this Agreement, or  any employee benefit plans sponsored by the Company in which Karels is a participant are intended by either party to  be legally binding.  All other agreements and understandings between Karels and the Company relating to or arising  out of his employment and retirement are hereby cancelled, terminated, and superseded.          (b)   Amendment.  This Agreement may be amended only by a writing that is signed by Executive and an  authorized representative of the Company.    (c)    Binding Effect; Assignment.  This Agreement will inure to the benefit and be binding upon the Company,  its successors and assigns, and will inure to the benefit and be binding upon Karels and Karels’ heirs, distributes and  personal representatives.  The rights and obligations of the Company under this Agreement may be assigned to a  successor without any further consent from Karels.  Karels’ rights and obligations under this Agreement may not be  assigned to any other person or entity.    (d)   Knowing and Voluntary Signature.  Karels acknowledges that he has carefully read this Agreement and  that he is voluntarily agreeing to the terms of this Agreement.    (e)   Captions and Headings.  The captions and section headings used in this Agreement are for convenience of  reference only, and will not affect the construction or interpretation of this Agreement or any of the provisions hereof.                                                                                           3   





 






     (f)          Multiple Counterparts.  This Agreement may be executed in counterparts, each of which will be deemed  an original and all of which will constitute one instrument.    Important:   Karels is advised to confer with an attorney before signing this Letter, and to review  this Letter carefully.  By signing this Letter, Karels acknowledges that he has had the opportunity to  consult with an attorney of his choice; that he has carefully reviewed and considered this Agreement;  that he understands the terms of this Agreement; and that he voluntarily agrees to the terms of this  Agreement.  Karels understands he has twenty-one (21) days to consider and sign this Agreement.  In  addition, Karels will have seven (7) days to revoke this Agreement after signing by providing written  notice to Donald J. Straka, Secretary and General Counsel of the Company, of the intent to revoke at  the address set forth below.  Provided that Karels has not revoked this Agreement within seven (7) days  after he has signed the Agreement, the Agreement will become effective on the eighth (8th) day after it  is signed by Karels (the “Effective Date”).   DO NOT SIGN THIS LETTER UNTIL YOU HAVE READ IT IN ITS ENTIRETY.             Dated:  June 4, 2020    /s/ Kenneth Karels                                             Kenneth Karels                                                                                                                  Dated:  June 4, 2020                    Great Western Bancorp, Inc.,        and        Great Western Bank            By: /s/James P. Brannen           James P. Brannen        Title: Chairperson of the Board                                                                                            4