EX-10.1






SEVERANCE AGREEMENT AND GENERAL RELEASE




THIS SEVERANCE AGREEMENT AND GENERAL RELEASE (“Agreement and Release”), is entered into by
David S. Fisher (“you”) and the Federal Home Loan Bank of Topeka (“FHLBank”). This Agreement and
Release was presented to you on December 23, 2016.




	 	1.	 	Termination Date. Your resignation from employment with FHLBank is
accepted and effective December 31, 2016. (“Termination Date”). You will not accrue
additional vacation leave or service credit after the Termination Date. FHLBank will
promptly reimburse you for all business expenses properly incurred by you for which you
are or were entitled to reimbursement and for which you properly and timely made or make
a request for reimbursement in accordance with FHLBank policy. Payment for any and all
amounts due for any accrued and unused vacation leave through the Termination Date for
which reimbursement is permissible under FHLBank policy will be made on or before the
next pay cycle.






	 	2.	 	Severance Pay. In the event that you fully execute this Agreement and
Release within 21 days of receipt thereof, i.e., no later than January 13, 2017, and
return it to FHLBank as set forth below, and do not revoke it within 7 days, you will be
considered to have resigned your employment with FHLBank as of December 31, 2016. In
that event, in consideration for said Agreement and Release, including the waiver and
discharge of all claims, as set forth in paragraph 15 herein, against FHLBank, its
directors, officers and employees, as set forth herein and your agreement to the other
terms and conditions of this Agreement and Release, you shall receive the following as
Severance Pay:






	 	a.	 	Salary Continuation under the NEO Severance
Policy. Your salary will continue to be paid to you for a period nine
months in an amount equal to your final base salary at which you were being
paid on the Termination Date, subject to all appropriate withholding and
taxation. This payment is subject to reduction due to any payments you may
owe FHLBank.






	 	b.	 	Benefit Continuation under the NEO Severance
Policy. For a period of nine months, you may elect to participate in
FHLBank’s health insurance-related benefit plan and pay the premium as
though an active employee, though the premium is subject to possible
increases in FHLBank’s sole discretion. These payments will be deducted
from your salary continuation payments. FHLBank will pay the remainder of
the COBRA coverage costs. You will not receive any additional service
credit pursuant to the defined benefit plan or the Benefit Equalization
Plan as a result of salary or benefit continuation.






	 	c.	 	Cash Incentive and Deferred Incentive under the
Executive Incentive Compensation Plan dated December 18, 2015 (“EICP”).
For the Base Performance Period ending December 31, 2016, and all
outstanding Deferral Performance Periods as of your Termination Date, you
will be eligible to receive the applicable Cash Incentive and Deferred
Incentive, subject to all provisions of the EICP and the discretion
reserved to the CEO and the FHLBank’s Board of Directors regarding the
EICP, including but not limited to achievement of performance goals and
reduction or elimination of an award for the Base Performance Period and/or
for any Deferral Performance Period as provided under the terms of the
EICP. For purposes of determining awards for both the Cash Incentive and
the outstanding Deferred Incentives, the following apply: (1) it will be
assumed that you achieved satisfactory levels of individual performance,
and (2) that you were not terminated “for cause”. The Cash Incentive and
Deferred Incentives are subject to all conditions set forth in the EICP,
including but not limited to the following:






	 	1.	 	Prior non-objection by the Federal
Housing Financing Agency (Finance Agency);






	 	2.	 	Deduction of FICA taxes before payment;






	 	3.	 	Your adherence to the non-disclosure and
non-solicitation provisions of paragraph 3.5 of the EICP.






Any Cash Incentive or Deferred Incentive will be paid to you on the date
that other eligible employees are paid under the terms of the EICP.




	 	3.	 	Forfeiture of Severance Pay. You will not receive any Severance Pay,
including salary continuation, benefit continuation, cash incentive or deferred
incentive, unless and until you have signed and dated this Agreement and Release and
delivered it to FHLBank, on or before January 13, 2017, in accordance with paragraph 2
of this Agreement and Release and the 7-day period for you to revoke this Agreement and
Release (see paragraph 17(i)) has expired without you exercising such right of
revocation. If and when that 7-day revocation period expires, your salary continuation
will begin no later than FHLBank’s next regularly scheduled pay date. In such case,
that payment will relate back to January 1, 2017, which will be the start of your
severance period. In the event that you fail to comply with this provision, you will
not be entitled to any payments under the NEO Severance Policy, the EICP or this
Agreement and Release, except that you will be entitled to COBRA coverage costs as
required by law.






	 	4.	 	You agree that the Severance Pay set forth in paragraph 2 of this Agreement and
Release is in excess of the benefits to which you would have otherwise been entitled.






	 	5.	 	Any authority you have been granted or delegated to act upon on behalf of FHLBank
ended on November 23, 2016, and any representations by you of such authority ceased at
that time.






	 	6.	 	On the Termination Date, December 31, 2016, you agree to comply with all normal
employment termination procedures, including the return of all documents or other
materials owned by FHLBank, including but not limited to employee manuals, stationary,
business cards, photo identification, key cards, computer software and hardware,
passwords, and any proprietary or confidential information. You shall not receive the
Severance Pay described in paragraph 2 prior to your return of property and materials
described herein.






	 	7.	 	You agree to keep confidential all proprietary information and knowledge you
acquired during your employment at FHLBank and expressly agree that all such information
and knowledge belong to FHLBank. You agree to keep confidential each of FHLBank’s
affiliates, customers, and stockholders, which information has not been published,
disseminated or otherwise become a matter of general public knowledge whether with
respect to FHLBank’s business, operations, finances, customers, employees, directors or
otherwise, whether in written form or committed to memory. Because of FHLBank’s desire
to ensure against harm, you agree to keep such information confidential and will not
disclose or make use of it.






	 	8.	 	You further agree that neither you nor any member of your family will disparage
FHLBank or its current or former directors, officers or employees in any medium,
including verbal, written, or on social media. You agree that paragraphs 7 and 8 are
material provisions of this Agreement and Release. If FHLBank determines you have
violated this Agreement and Release, it may immediately cease providing any further
Severance Pay, may recapture any previously provided Severance Pay, and/or may seek
injunctive relief against you, at FHLBank’s discretion.






	 	9.	 	You acknowledge that you are bound by the terms of the EICP, including but not
limited to EICP paragraph 3.5 regarding Non-Disclosure and Non-Solicitation.






	 	10.	 	You understand and agree that FHLBank is not entering into this Agreement and
Release because it believes you have any valid legal claim against it. Instead you
understand and agree that the purpose of this Agreement and Release is to provide you
with assistance in the transition of your employment status, while at the same time
protecting FHLBank from the expense and disruption that are often incurred in defending
against even a groundless claim. If you elect not to sign this Agreement and Release,
the fact that it was offered to you in the first place will not be understood or
contended to be any indication that FHLBank believed that you had been unlawfully
discriminated against in any respect.






	 	11.	 	You agree that if you violate any of the terms of this Agreement and Release, you
are legally obligated to immediately return any and all Severance Pay you have received
under this Agreement and Release and you agree that FHLBank may cease providing any
additional Severance Pay under this Agreement and Release. In that event, FHLBank may
pursue any other additional relief to which it is or may be entitled under this
Agreement and Release or applicable law.






	 	12.	 	This Agreement and Release shall be governed, interpreted, and enforced in
accordance with the laws of the State of Kansas, without reference to its conflicts and
law provisions.






	 	13.	 	You and FHLBank agree that if any or part of this Agreement and Release is
determined by a court of competent jurisdiction to be void, voidable, unlawful or
unenforceable for any reason, such determination shall not affect the validity or
enforceability of the remaining parts of this Agreement and Release, which shall remain
in full force and effect.






	 	14.	 	You understand that this Agreement and Release has not been reviewed by FHLBank’s
regulator, the Finance Agency, and that this Agreement and Release is subject to review
by the Finance Agency. You agree that this Agreement and Release shall not be considered
final and effective until FHLBank receives non-objection from the Finance Agency.






	 	15.	 	In exchange for the Severance Pay offered by FHLBank in paragraph 2 herein, you,
for yourself, your family, and your heirs and executors/administrators, hereby:






	 	a.	 	Fully release and forever discharge FHLBank and each of its past and
present shareholders, directors, officers, employees, benefit plans, benefit
committees, agents and their predecessors, successors and assigns (“Released
Parties”), from all liability upon claims of any kind or nature whatsoever
(“Claims”), including, but not limited to, claims of breach of public policy of the
State of Kansas, negligence, any and all intentional torts, including but not
limited to defamation and libel, breach of oral, express or implied contract,
wrongful discharge, constructive discharge, breach of FHLBank’s NEO Severance
Policy, breach of any provisions of FHLBank’s EICP, breach of any provisions of
FHLBank’s Benefit Equalization Plan or any breach of an implied covenant of good
faith and fair dealing, tort of outrage, detrimental reliance, whistleblowing or
any other common law claims, violation of federal, state or local laws which
prohibit discrimination on any basis, including but not limited to race, color,
national origin, ancestry, religion, sex, age, veteran status, sexual preference or
orientation, disability or retaliation, including, but not limited to, the Age
Discrimination in Employment Act of 1967, as amended, Americans with Disabilities
Act, Title VII of the Civil Rights Act of 1964 as amended, the federal Civil Rights
statutes of Title 42, §§ 1981, 1983, 1985(3) and 1986, as amended, the Equal Pay
Act, the Family and Medical Leave Act, the Kansas Act Against Discrimination, the
Genetic Information Non-Discrimination Act, retaliation for exercising rights under
the Kansas Workers’ Compensation Act, the Kansas Wage Payment Act, the Kansas
Service Letter Statute, and all other federal, state or local laws governing the
employment relationship, whether or not any such claim or cause of action actually
exists, and including further claims of any other nature whatever, based in whole
or in part on any act or event which occurred prior to the effective date of this
Agreement and Release, known or unknown, which you now have or could claim to have,
but shall not include any claim to vested pension rights or unemployment
compensation. You further waive any claim or right to payment of attorney’s fees
or expenses, and all other claims for damages including, but not limited to, actual
damages, back pay, front pay, liquidated damages, punitive damages, and emotional
distress damages. FHLBank and you agree that to the extent you may have a right to
file or participate in a claim or charge against the FHLBank that is not
releasable, this Agreement and Release shall not be intended to release, waive or
otherwise extend to such a right, if any.






	 	b.	 	Release of Age Claim. You understand and acknowledge that this
Agreement and Release releases any claim, arising before execution of this
Agreement and Release, which you may have against the FHLBank or Released Parties
under the federal Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq.
(“ADEA”) which protects persons 40 years of age and older from age discrimination.






	 	c.	 	Agree that you will not file, or permit to be filed in your name or on
your behalf, any lawsuit or administrative claim, other than an administrative
charge under the ADEA, or for unemployment compensation, against any of the
Released Parties based on any act or event that occurred on or prior to the
effective date of this Agreement and Release.






	 	d.	 	Waive your right to receive money or other relief resulting from the
disposition of any charge or other litigation against FHLBank filed with the Equal
Employment Opportunity Commission or with any other federal, state or local agency
or court.






	 	e.	 	Understand that FHLBank may introduce this Agreement and Release as
evidence in the event you assert any claim or commence any legal proceeding against
it.






	 	f.	 	Release of CIC Plan Rights. You understand and acknowledge
that by signing this Agreement and Release, you waive and release any rights you
may have of any kind or nature, including any right to severance benefits under
FHLBank’s “Change in Control Plan” dated June 19, 2015, arising from a change in
control at any time within 180 days of the date on which this Agreement and Release
becomes effective, i.e. after the Agreement and Release has been fully executed,
and your 7-day Revocation Period has expired.






	 	g.	 	Agree to indemnify and hold FHLBank harmless for any breach of this
Agreement and Release, or any representation made by you that is false, including
but not limited to payment of any reasonable attorneys’ fees incurred or damages
awarded.






	 	16.	 	You should consult an attorney before you sign this Agreement and Release.






	 	17.	 	You make the following representations, each of which is an important
consideration to FHLBank’s willingness to enter into this Agreement and Release with
you:






	 	a.	 	That unless otherwise required by law, the Severance Pay that FHLBank
has agreed to provide in paragraph 2 are payments and benefits to which you would
not be entitled were it not for this Agreement and Release and is adequate
consideration for you entering into this Agreement and Release.






	 	b.	 	That you received this Agreement and Release on December 23, 2016, and
that you have been given until the close of business on January 13, 2017 (21 days),
to consider and review this Agreement and Release before signing it. You may
accept the offer contained in the Agreement and Release at any time within this
time period by signing it and delivering it to Pat Doran, General Counsel, at
FHLBank Topeka, One Security Benefit Place, Suite 100, Topeka, KS 66601. If you
do so, this time period automatically ceases. If you do not execute this Agreement
and Release prior to the close of business on January 13, 2017, FHLBank’s offer to
enter into this Agreement and Release will automatically expire.






	 	c.	 	That you are aware that federal, state and local laws prohibit
discrimination against employees because of their race or color, religion, sex,
age, national origin, ancestry, veteran status, sexual preference or orientation,
and disability, and that an employee who believes he or she has been discharged or
otherwise discriminated against for any of these reasons has a right to file a
lawsuit or to initiate other proceedings against FHLBank and to recover damages if
it is proved that FHLBank is subject to and violated any one of these laws.






	 	d.	 	That you are aware that, by signing this Agreement and Release, which
includes a general release, you are, to the maximum extent permitted by law, giving
up any right to sue FHLBank, or to initiate any other legal proceedings against it,
not only on the basis of the discrimination laws mentioned above, but for any other
claims which you have or believe to have against FHLBank based upon any event that
occurred before you signed this Agreement and Release, except claims for
unemployment compensation benefits and vested pension benefits.






	 	e.	 	That you are not relying on any promises or representations except
those specifically contained in this Agreement and Release.






	 	f.	 	That you have read and understand each and every provision of this
Agreement and Release and their effects.






	 	g.	 	That you have decided, free of any duress or coercion, to enter into
this Agreement and Release.






	 	h.	 	That you have been paid for all hours worked on behalf of FHLBank and
that FHLBank does not owe you any wages, except as set forth in this Agreement and
Release.






	 	i.	 	That you are aware that you may change your mind and revoke this
Agreement and Release at any time during the seven days after you sign it by
providing written notice to Pat Doran, General Counsel, at FHLBank Topeka, One
Security Benefit Place, Suite 100, Topeka, KS 66601, in which case the Agreement
and Release will be null and void and of no effect. Further, you are aware that in
such a case the Severance Pay described in paragraph 2 promised hereunder shall NOT
be paid to you.






	 	j.	 	That you have not filed any complaints or charges against FHLBank with
any court or administrative agency prior to the date you signed this Agreement and
Release, which complaint or charge has not been dismissed, closed, withdrawn or
terminated as of the date you sign this Agreement and Release.






	 	k.	 	That you represent you have not transmitted via electronic or other
means any FHLBank confidential data to yourself and further that you agree, this
representation notwithstanding, that no such documentation will ever be used
against FHLBank in support of a Claim.






	 	l.	 	That you will cooperate with FHLBank in defending or prosecuting any
claims that have been brought or may be brought by or against FHLBank, insofar as
FHLBank reasonably requests your cooperation for such purposes. Your cooperation
may include, but is not limited to, responding truthfully to the best of your
knowledge and ability to questions and/or requests for information; making yourself
reasonably available for meetings with FHLBank, its attorneys, or their designees;
and making yourself reasonably available for any administrative or legal
proceedings, including but not limited to traveling to, preparing for, and
attending depositions and trial. During the period FHLBank is providing Severance
Pay described hereunder to you, FHLBank shall owe you no further compensation for
such cooperation, but shall reimburse you for all expenses you may reasonably incur
in providing such cooperation. After FHLBank has ceased providing Severance Pay to
you, FHLBank shall pay you for each reasonably documented hour of service given by
you for such purposes, 1/40th the weekly rate of base salary at which
FHLBank is to provide Severance Pay as described in paragraph 2 as well as
reimburse you for all expenses you may reasonably incur in providing such
cooperation.





IN WITNESS WHEREOF, this Agreement and Release is executed by you and FHLBank as of the date
indicated below.



	 	 	 
	 	 	FEDERAL HOME LOAN BANK OF TOPEKA

	/s/ David S. Fisher
	 	/s/ Patrick C. Doran

	 
	 	 

	David S. Fisher
	 	By: Patrick C. Doran

	 	 	 

	 	 	EVP, Chief Compliance Officer and General Counsel

	 
	 	 

	Dated: December 29, 2016
	 	Dated: December 29, 2016

	 
	 	 







DAVID S. FISHER



I acknowledge that I have carefully read and understand this Agreement and Release, that I am
competent to execute this Agreement and Release, that I fully understand the meaning and intent of
this document, and that I am knowingly and voluntarily executing it of my own free will and without
any duress or coercion and because I believe doing so is in my best interests.



/s/ David S. Fisher     


David S. Fisher



Dated: December 29, 2016      



Approved By:



/s/ Patrick C. Doran     


Federal Home Loan Bank of Topeka



Dated: December 29, 2016