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medical/health, dentalinsurance, executive disability income insurance, accidental death and dismemberment and executiveuniversal life insurance.c. The Company agrees that the Executive may qualify for a cash incentive (bonus) attributable tothe portion of the 2009 fiscal year (four months) during which the Executive was employed by FBL onthe same basis as such bonuses may be paid to other FBL Management Team members for 2009. Theamount of any such bonus payable to FBL Management Team members or Executive is based on specificarticulated goals and objectives and is payable at the sole discretion of the Board of Directors ofFBL. Payment of any such bonus to any FBL Management Team member does not require any payment toany other member of the FBL Management Team or Executive. In the event such bonus is paid to anyother FBL Management Team member, the Company agrees to give the Executive written notice and anopportunity to be heard by the FBL Board of Directors with regard to payment to the Executive.d. The Company agrees that if, in the future, the Company makes any additional bonus payment toany\ FBL Management Team Member attributable to the 2008 fiscal year, the Executive does notrelease any right he may have and is therefore eligible to receive a payment in the sameproportion as paid to such other FBL Management Team member. The decision to make any suchadditional payment to FBL Management Team members or Executive will be made at the sole discretionof the Board of Directors of FBL. Payment of any such bonus to any FBL Management Team member doesnot require any payment to any other member of the FBL Management Team or Executive. In the eventsuch bonus is paid to any other FBL Management Team member, the Company agrees to give theExecutive written notice and an opportunity to be heard by the FBL Board of Directors with regardto payment to the Executive.**4. Waiver of Additional Compensation or Benefits**. The Executive agrees that except as otherwiseexpressly provided herein the Termination Benefits described herein constitute the entire amount ofconsideration provided to him under this Agreement, and that in consideration of the TerminationBenefits described herein, he will not seek any further compensation for any other claimed damage,costs, severance, income, or attorney’s fees. The Executive expressly waives any right toparticipate in or receive any benefits or payments under any severance plan or program offered byor on behalf of the Company.**5. Neutral Employment Reference**. The Company agrees to provide a neutral employment reference toany potential employers that consider the employment of the Executive and that seek informationconcerning the reasons for the departure of the Executive. The Company will provide to any suchpotential employers the identity of the positions held by the Executive and the dates of theExecutive’s employment with the Company.**6. Tax Consequences.**The Executive acknowledges and agrees that the Company has made norepresentations to him regarding the tax consequences of any Termination Benefit received by himpursuant to this Agreement. It is understood by the Executive that the above Termination Benefitsare made solely for the purpose of resolving and compromising any and all claims regarding theExecutive’s employment with the Company. Notwithstanding any other provision of this Agreement, theCompany may withhold from any amounts payable under this Agreement, or any other benefits receivedpursuant hereto, such Federal, state and/or local taxes as shall berequired to be withheld under any applicable law or regulation.**7. Non-Disclosure Agreement**. The Executive agrees never to disclose terms or amount of thisAgreement, nor the substance of the negotiations leading to this Agreement nor confidential
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business information and decisions the Executive was privy to due to his duties at FBL, to anyperson or entity (other than to his immediate family, personal counsel or attorney, personalaccountants, personal tax preparer, personal and attending doctors and mental health careprofessionals, and/or the appropriate taxing authorities (who will then be deemed governed by thenon-disclosure agreement herein)), without the express written consent of the Company or unlessrequired to do so by law. Notwithstanding the foregoing or anything else to the contrary in thisAgreement, the Company and the Executive shall be permitted to disclose the tax treatment and taxstructure, each as defined in Treasury Regulations Section 1.6011-4, of the matters provided forherein (but no other details about the matters covered by this Agreement, including, withoutlimitation, the identities of the parties). The Company may make such disclosure of these matters,and file such documents, as its counsel determines are required under the rules of the Securitiesand Exchange Commission.**8. Non-Disparagement Agreement.**a. The Executive shall not make, participate in the making of, or encourage or facilitate anyother person to make, any statements, written or oral, which criticize, disparage, or defame thegoodwill or reputation of the Company or any of its present, former or future directors, officers,executives, employees and/or shareholders in their respective capacities as such. The Executivefurther agrees not to make any negative statements, written or oral, relating to his employment,the termination of his employment, or any aspect of the business of the Affiliated Entities.b. Officers and directors of the Company shall not make, participate in the making of, orencourage or facilitate any other person to make, and the Company shall instruct its officers anddirectors not to make, any statements, written or oral, which criticize, disparage, or defame thegoodwill or reputation of the Executive. The Company further agrees not to make, and to instructits officers and directors not to make, any negative statements, written or oral, relating to theExecutive’s employment or the termination of his employment.c. Nothing in this Section 8 shall prohibit any person from making truthful statements whenrequired by order of a court or other body having jurisdiction, or as otherwise may be required bylaw or under an agreement entered into in connection with pending or threatened litigation pursuantto which the party receiving such information agrees to keep such information confidential.**9. Confidentiality/Return of Property**. The Executive shall hold in a fiduciary capacity for thebenefit of the Company and the Affiliated Entities and shall not disclose to others, copy, use,transmit, reproduce, summarize, quote or make commercial, directly or indirectly, any secret orconfidential information, knowledge or data relating to the Company or any of theAffiliated Entities and their respective businesses that the Executive has obtained during hisemployment with the Company and/or any of the Affiliated Entities (“Confidential Information”).However, the Executive’s obligations under this Section 9 shall not extend to: (1) ConfidentialInformation which is or becomes part of the public domain or is available to the public bypublication or otherwise without disclosure by the Executive; (2) Confidential Information whichwas within the Executive’s knowledge or in his possession prior to his employment by the Company;or (3) Confidential Information which, either prior to or subsequent to the Company’s disclosure tothe Executive with an obligation of confidentiality, was disclosed to the Executive,without obligation of confidentiality, by a third party who did not acquire such information,directly or indirectly, from the Executive. The Executive acknowledges that the ConfidentialInformation is specialized, unique in nature and of great value to the Company and the AffiliatedEntities, and that such information gives the Company and the Affiliated Entities a competitive
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advantage. Upon termination of the Executive’s employment, the Executive shall surrenderimmediately to the Company, except as specifically provided otherwise herein, all ConfidentialInformation and all other property of the Company or any of the other Affiliated Entities in hispossession and all property made available to the Executive in connection with his employment bythe Company or any of the other Affiliated Entities. Notwithstanding the foregoing provisions, ifthe Executive is required to disclose any Confidential Information pursuant to applicable law or asubpoena or court order, he shall promptly notify the Company in writing of any such requirement sothat the Company or the appropriate Affiliated Entity may seek an appropriate protective order orother appropriate remedy or waive compliance with the provisions hereof. The Executive shallreasonably cooperate with the Company and The Affiliated Entities to obtain such a protective orderor other remedy. If such order or other remedy is not obtained prior to the time the Executive isrequired to make the disclosure, or the Company waives compliance with the provisions hereof, theExecutive shall disclose only that portion of the Confidential Information that he is advised byhis counsel that he is legally required to disclose.**10. Remedies.**The Executive acknowledges and agrees that because of the nature of the business inwhich the Company and the other Affiliated Entities are engaged and because of the nature of theConfidential Information to which the Executive has had access during his employment, it would beimpractical and excessively difficult to determine the actual damages of the Company and the otherAffiliated Entities in the event the Executive breached any of the covenants of Sections 7, 8 and9, and remedies at law (such as monetary damages) for any breach of the Executive’s covenants underSections 7, 8 and 9 would be inadequate. The Company acknowledges and agrees that it would beimpractical and excessively difficult to determine the actual damages of the Executive in the eventthe Company breached any of the covenants of Sections 7, 8 and 9, and remedies at law (such asmonetary damages) for any breach of the Company’s covenants under Sections 7, 8 and 9 would beinadequate. The parties therefore agree and consent that if either of them commits any such breachor threatens to commit any such breach, the other party shall have the right (in addition to, andnot in lieu of, any other right or remedy that may be available to it) to temporary and permanentinjunctive relief from a court of competent jurisdiction, without posting any bond or othersecurity and without the necessity of proof of actual damage. With respect to any provision ofSections 7, 8 or 9 that is finally determined to be unenforceable, the Executive and the Companyhereby agree that this Agreement or any provision hereof may be reformed so that it is enforceableto the maximum extent permitted by law. If any of the covenants of Sections 7, 8 and 9 isdetermined to be wholly or partially unenforceable in any jurisdiction, such determination shallnot be a bar to or in any way diminish the Company’s right or that of the Executive to enforce anysuch covenant in any other jurisdiction.**11. Executive Representations.**a. The Executive represents that he has not filed any complaints, claims or actions againstthe Company or any Affiliated Entity with any court, agency, or commission regarding the mattersencompassed by this Agreement and that he will not do so at any time in the future, and that if anycourt or agency assumes jurisdiction of any complaint, claim or action against the Company or anyAffiliated Entity on behalf of the Executive, he will direct that court or agency to withdraw fromor dismiss with prejudice the matter.b. The Executive expressly represents and aspects that he has been advised that, by enteringinto this Agreement, the Executive is waiving all claims that the Executive may have arising underthe Age Discrimination in Employment Act of 1967, as amended, which have arisen on or before thedate of execution of this Agreement.
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c. The Executive represents that he has reviewed all aspects of this Agreement, that he hascarefully read and fully understands all of the provisions and effects of this Agreement, that heunderstands that in agreeing to this document he is releasing the Company, the Affiliated Entities,and all of their respective divisions, officers, agents, directors, supervisors, employees,representatives, shareholders and their respective successors and assigns and all persons actingby, through, under, or in concert with any of them, from any and all claims he may have againstthem, including claims under the federal Age Discrimination in Employment Act as well as any claimsfor age discrimination that may exist under Iowa law or any other applicable law.d. The Executive represents and agrees that he is knowingly and voluntarily entering intothis Agreement, that he has relied solely and completely upon his own judgment and, if applicable,the advice of his attorney in entering into this Agreement.e. The Executive represents and acknowledges that in executing this Agreement he does not relyupon and has not relied upon any representations or statement made by or on behalf of the Company,any of the Affiliated Entities, or their respective agents, attorneys, or representatives withregard to the subject matter, basis, or effect of this Agreement or otherwise, other than thosespecifically stated in this Agreement.f. The Executive further acknowledges and agrees that:i. In return for this Agreement, the Company is providing to the Executive the TerminationBenefits and certain covenants set forth herein.ii. The Executive is hereby advised in writing by this Agreement to consult with anattorney before signing this Agreement.iii. The Executive does not waive rights or claims that may arise after the date thisAgreement is signed.iv. In return for signing this Agreement, the Executive will receive payment ofconsideration beyond that which the Executive was entitled to receive before entering intothis Agreement.**12. Release; Company Representation**. Except as expressly provided herein, the Executive, forhimself, his heirs, executors, administrators, successors and assigns, does fully and foreverrelease, acquit and discharge the Company, the Affiliated Entities, and their respective divisions,officers, agents, directors, supervisors, employees, representatives, shareholders and theirrespective successors and assigns from all actions, law suits, grievances, and claims of any naturewhatsoever related to his employment with the Company, including, but not limited to, hisseparation from said employment. The Executive understands that this release specifically includes,but is not limited to, all claims arising under any federal, and local fair employment practicelaw, workers’ compensation law, and any other employee relations statute, executive order, law andordinance, including, but not limited to, the Rehabilitation Act of 1973, 29 U.S.C. § 701etseq.; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e etseq.; the Age Discrimination in Employment Act, 29 U.S.C. § 187 etseq.;the Equal Pay Act, 29 U.S.C. § 206(d); Fair Labor Standards Act, 29 U.S.C. 201 et seq.;Americans with Disabilities Act, 42U.S.C. § 12,101 et seq.; the Family Medical Leave Act, 29 U.S.C § 2601 et seq.; theIowa Civil Rights Act of 1965, Iowa Code Chapte4 216; and the Iowa Wage Payment Collections Act,Iowa Code Chapter 91A.1 et seq.; any local human rights law; and any tort or contract causeof action or theory. The Company, for itself, its successors and assigns, does fully and foreverrelease,
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acquit and discharge the Executive from all actions, lawsuits, grievances, and claims ofany nature whatsoever related to the Executive’s employment with the Company.**13. Twenty-One Days to Consider Offer of Termination Benefits**. The Executive acknowledges that hewas provided this Agreement more than twenty-one (21) days before the date when he was required tomake an election concerning the Termination Benefits described herein. If the Executive signs thisAgreement prior to the end of the 21-day period, the Executive certifies and agrees that thedecision to accept such shortening of time is knowing and voluntary and is not induced by theCompany through either (a) fraud, misrepresentation, or a threat to withdraw or alter the offerprior to the end of the 21-day period, or (b) an offer to provide different terms or benefits inexchange for signing the release prior to the expiration of the 21-day period.**14. Seven-Day Revocation Period.**The Executive understands that he may revoke this Agreement atany time within seven (7) days after he signs it. To revoke the Agreement, the Executive mustdeliver written notification of such revocation to the attention of Craig A. Lang or his successor,within seven (7) days after the date the Executive signs this Agreement. The Executive furtherunderstands that if he does not so revoke the Agreement, it will become effective, binding, andenforceable as of the eighth day following its execution (excluding the date of execution), andsuch eighth day will be the “Effective Date.”**15. Entire Agreement**. This Agreement sets forth the entire agreement of the Executive and fullysupersedes and replaces any and all prior agreements or understandings, written or oral, betweenthe Company and the Executive pertaining to the subject matter of this Agreement.**16. Miscellaneous.**a. Should any provision of this Agreement be declared or be determined by any court of competentjurisdiction to be illegal, invalid or unenforceable, all remaining provisions of this Agreementshall otherwise remain in full force and effect and be construed as if such illegal, invalid, orunenforceable provision has not been included herein.b. It is further understood and agreed that if a violation of any term of this Agreement isasserted, the party who asserts such violation will have the right to seek specific performance ofthat term and/or any other necessary and proper relief as permitted by law, including but notlimited to, damages from any court of competent jurisdiction, and the prevailing party shall beentitled to recover its reasonable costs and attorney’s fees.c. Nothing in this Agreement will be construed to prevent the Executive from challenging thevalidity of this Agreement under the Age Discrimination in Employment Act or Older Workers’ BenefitProtection Act. The Executive further understands and agrees that if he or someone acting on hisbehalf files or causes to be filed, any such claim, charge, complaint, or action against theCompany and/or other entities, he expressly waives any right to recover any damages or otherrelief, whatsoever from the Company and/or other entities including costs and attorneys’ fees.d. Notwithstanding anything to the contrary, this Agreement does not release, replace or reduceany rights the Executive has to vested and accrued benefits under the Company’s Defined BenefitPlan, Defined Contribution Plan or similar vested benefits, all of which are listed on the AttachedExhibit B. Balances will be calculated as of the date of payment and will be provided at the dateof signing. Furthermore, this Agreement does not release, replace or reduce any rights theExecutive may have that are not related to his employment with the Company, including his
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rights asa shareholder and an insured.e. This Agreement is personal to the Executive and without the prior written consent of theCompany shall not be assignable by the Executive other than by will or the laws of descent anddistribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’slegal representatives. This Agreement shall inure to the benefit of and be binding upon the Companyand its successors.f. This Agreement may be executed in one or more counterparts, each of which shall be deemed anoriginal, and said counterparts shall constitute one and the same instrument. This Agreement may beamended, modified or changed only by a written instrument executed by the Executive and theCompany.**17. Choice of Law.**This Agreement shall be governed by, and construed and interpreted inaccordance with, the laws of the State of Iowa without regard to principles of conflict of laws.18. Notices. All notices and other communications hereunder shall be in writing and shall be givenby hand delivery to the other party or by registered or certified mail, return receipt requested,postage prepaid, addressed as follows:If to the Executive:James W. Noyce