Exhibit
10.21


 


SEPARATION AGREEMENT


 


August 27, 2003

Revised September 5, 2003


 


Dean D. Kling

89 29th Ave. N.

Fargo, ND  58102


 


Dear Dean:


 


This letter describes our
agreement regarding the resignation of your position from Community First
Bankshares, Inc. (“CFB”) effective September 30, 2003.  If after reading this letter you feel there
is any discrepancy between our conversations and the contents of this letter,
please contact me.


 


Although not obligated to
do so, we have offered to provide you with the following benefits in
conjunction with your departure from CFB:


 


1.                                       We
will pay you your regular salary, which the annualized amount is $170,000,
through September 30, 2003.  Please
coordinate your schedule with your supervisor during this time.  It is agreed that you will vacate Community
First Bankshares premises and return your Community First Bankshares property
by the close of business on August 29, 2003.


 


2.                                       We
will pay you separation pay at your regular salary, at regular payroll dates
from October 1, 2003 through September 30, 2004.  If you enter into “regular
full-time employment”(1), you must notify us promptly.  All separation pay payments will cease
following your first full month of employment. 
At that time, you will be entitled to a lump sum payment of 50 percent
of the amount of any remaining payments. 
If you enter into regular full-time employment, as a Senior Management
level position with a financial services organization that is considered to be
a major and direct competitor of Community First, all payments hereunder shall
cease.


 












(1)          The term “regular full-time employment”  shall
not mean temporary, casual or “hobby” type employment with a duration of
less than one (1) month.


 

















 


 


3.                                       We
will pay you for any unused accrued PTO as of September 30, 2003.  This amount is shown on your pay stub and
will accrue per Community First Bankshares policies until September 30, 2003.


 


4.                                       We
will pay you any bonus/incentive amount according to the terms of the Corporate
Annual Incentive Plan (AIP) pro-rated for your 2003 employment dates.  Such amounts, if any, would not be expected
to be determined until February 2004 with payout, if any, made in March 2004.


 


5.                                       We
will pay up to $5,000 for our placement services to Drake Beam Morin
Company.  For use of the program please
contact Michelle Kommer at 701/298-5652.


 


•                                          After your
termination of employment, you and/or your covered dependents may be eligible
to continue your health, dental, vision, medical reimbursement flexible
spending account coverage under COBRA. 
COBRA information will be sent under separate cover.


•                                          Basic life
coverage will cease on the last day of the month during which you were last
actively at work.  You may convert this
insurance by applying and paying the first premium for an individual policy
within 31 days after any part of your insurance stops.  Contact Human Resources or ReliaStar within
31 days, if you are interested.


•                                          Optional life
coverage will cease on the last day of the month during which you were last
actively at work.


•                                          Long term
disability coverage stops when you are no longer actively at work.  You may convert this insurance if your
employment ends for a reason other than retirement or if you are no longer in
an eligible status.  You must apply and
pay the first premium for a LTD policy within 31 days after your insurance
stops.  Contact Human Resources or
ReliaStar, if you are interested.


•                                          If you are a
401(k) Retirement Plan participant, distribution papers will be sent to you
under separate cover upon your termination. 
You must receive a distribution of your vested plan account balance if
this amount is $5,000 or less.  If your
vested plan account balance exceeds $5,000, you may request a distribution now
or leave the balance in the plan until you later request distribution.  Please allow four to six weeks processing
time after the paperwork is received in the Trust Department.  Please refer to your 401(k) Retirement Plan
information regarding possible tax consequences associated with a
distribution.  The plan indicates that
you must be an active employee on the last day of the plan year (12/31) to
receive a matching contribution.


 


6.                                       We
will pay you sixty five percent (65%) of any Community First Bankshares
Health/Dental/Vision COBRA premium you incur according to the terms of those
benefit plans for the period you are receiving separation pay delineated in
paragraph #2 above.


 

















 


7.                                       We
will pay you a specific separation payment as additional consideration for
entering into this agreement in the amount of $5,737.50.


 


8.                                       You
will be allowed to exercise any vested, unexercised stock options under the CFB
Incentive Stock Option plan within 30 days of the date of your position
resignation.  No further vesting of any
unexercised stock options will occur after the date of your position
resignation.  Please contact Gale
Skarpohl at 701/298-5625 with any questions you may have.


 


9.                                       We
are providing you with the opportunity to voluntarily resign your
employment.  I will discuss with you
mutually agreeable language to be communicated publicly regarding your
resignation.  If any prospective
employer of yours wishes to contact CFB for employment information, you agree
to direct all such prospective employers to make a written request only to CFB’s
Human Resources Manager, who will provide the prospective employer only with
your dates of employment, the nature of the position you held with CFB and the
fact that you voluntarily resigned your employment with CFB.  No reference will be made to the circumstances
surrounding your resignation.


 


10.                                 We
have discussed and agreed on mutually agreeable language to be communicated
publicly regarding your position resignation.


 


11.                                 We
will not dispute or contest any claim which you might make for unemployment
benefits unless we disagree with the reasons for which said claim is being made
or you are unavailable for employment. 
Additionally, we will cooperate with you if necessary, in informing the
unemployment compensation benefits office that your position resignation was
based on your employer’s decision.


 


In consideration for the
benefits outlined above, you agree to the following things:


 


1.                                       You
agree to resign your position with CFB.


 


2.                                       You
hereby release Community First Bankshares, Inc., its affiliates, its and their
past and present officers, directors, agents, shareholders, employees,
attorneys, insurers and indemnitors (collectively, the “Releasees”) from any
and all claims and causes of action, known and unknown, which you may have
against any and all of them.  Through
this Release, you extinguish all causes of action, known and unknown, against
the Releasees occurring up to the date of this agreement, including but not
limited to any contract, wage or benefit claims; intentional infliction of
emotional distress, defamation or any other tort claims; and all claims arising
from any federal, state or municipal law or ordinance.  This release extinguishes any potential
claims, including employment discrimination claims, arising from your
employment with and position resignation from CFB, including specifically any
claims under the North Dakota Human Rights Act, the Americans With Disabilities
Act, Title VII of the Civil Rights Act of 1964, Age Discrimination in
Employment Act, and the Fair Labor Standards Act.  This release does not extinguish any


 

















 


claims or causes of
action arising from breach of this Separation Agreement.  You may review this Agreement with an
attorney of your choosing.  You have 45
days from the date you receive this Separation Agreement and Release to
consider whether you wish to sign it. 
You acknowledge that if you sign this agreement before the end of this
period, it is your voluntary decision to do so, and you waive the remainder of
the period.


 


3.                                       In
addition, Mark Anderson and Ron Strand have agreed to be named and contacted as
references.  They would affirm that your
separation was due to position elimination and note the accomplishments in our
group f/k/a Financial Services Group during your tenure with Community First
Bankshares.


 


4.                                       You
are hereby notified of your right to rescind the release of claims contained in
the above paragraph with regard to claims arising under the Age Discrimination
in Employment Act (ADEA) within seven (7) calendar days.  In order to be effective, the rescission
must


 


a.                                       Be
in writing; and


 


b.                                      Delivered
to the undersigned designated official by hand or mail within the required
period; and


 


c.                                       If
delivered by mail, the rescission must be postmarked within the required
period, properly addressed to the undersigned official and sent by certified
mail, return receipt requested.


 


This Agreement
will be effective upon the expiration of the 7 day period without
rescission.  You understand that if you
rescind this Agreement in accordance with this paragraph, you will not receive
the payments described herein and you will be obligated to return any and all
payments already received.


 


If you violate any
term of this agreement while you are still receiving benefits hereunder,
payments and provision of all remaining benefits to you hereunder will immediately
cease and your obligations hereunder shall remain in effect in consideration of
all the benefits which you will have received prior to said violation by you.


 


5.                                       You
certify that you have returned all CFB property in your possession and all
copies thereof, including but not limited to all keys, equipment, proprietary
technology, all company documents or computerized transactions thereof,
including any CFB confidential information as defined in paragraph 4 below, and
any other property in your possession belonging to CFB.


 


6.                                       Effective
upon the execution of this Agreement by both parties, you agree that you will
not divulge, communicate or use for your benefit or the benefit of any person
outside CFB any of CFB’s confidential information.  Confidential information includes but is not


 

















 


limited to CFB’s trade
secrets, records, data, customer and prospective customer lists and
information, short term and long range plans, all financial information,
including sales, specific customer account sales, gross margin information,
operating expense and information, competitive strategies and pricing
information, procurement resources information concerning CFB’s business or its
manner of operation, personnel information, sales and marketing strategies and
information, and any other confidential or technical information which you have
obtained during your employment with CFB. 
Confidential information shall mean information not generally known in
the business community that has been disclosed to you and is known to you as a
consequence of your employment by CFB. 
You will not disclose any such information to any person, firm,
corporation, association or other entity for any reason whatsoever.  Confidential information also includes the
terms and existence of this agreement, which may be disclosed by you only to
your immediate family, attorney or tax advisor, except as otherwise required by
court order.  This agreement and this
agreement only (not any trade secret et al information) can be disclosed to
your banker.


 


7.                                       Effective
upon execution of this agreement by both parties, you agree not to make, either
directly or indirectly, any derogatory or negative comments of any kind, either
oral or written, to any person or organization about CFB or any officer,
director, shareholder, employee or any other person affiliated with CFB which
would in any way interfere with any of CFB’s business relationships.


 


8.                                       At
CFB’s request, you agree to cooperate with CFB in any current or future claims
or lawsuits involving CFB where you have knowledge of the underlying
facts.  In addition, you agree that you
will not voluntarily aid, assist, or cooperate with any claimants or plaintiffs
or their attorneys or agents in any claims or lawsuits commenced in the future
against CFB, provided, however, that nothing in this agreement will be
construed to prevent you from testifying truthfully pursuant to a court order.


 


9.                                       You
agree to make yourself available to me, at my reasonable request, to assist
with any transitional consulting duties associated with your current
responsibilities.


 


This Agreement shall not
in any way be construed as an admission of liability by CFB or as an admission
that CFB has acted wrongfully with respect to you.  CFB specifically denies and disclaims any such liability or
wrongful acts.


 


This agreement sets forth
our entire agreement and fully supersedes any prior agreements or
understandings between you and CFB.  CFB
asks that our records reflect that you conclude your employment on terms you
understand and accept.  Therefore, we
ask you to declare that you have entered into this agreement voluntarily,
without coercion or duress, and with the opportunity to review its contents
with legal counsel should you desire.


 

















 


If this letter accurately
reflects our understanding and agreement, please sign the original and copy and
return the original to me.  The copy is
for your file.


 


	
  Sincerely,

  
	
   

  
	
  /s/ Thomas R. Anderson

  	
   

  
	
   

  
	
  COMMUNITY FIRST BANKSHARES, Inc.

  
	
  Thomas R. Anderson

  
	
  EVP – Chief Investment Officer

  
	
   

  
	
   

  
	
  Read and agreed to, with declarations

  
	
  confirmed, this 5th day of September,
  2003.

  
	
   

  
	
   

  
	
    /s/ Dean D. Kling

  	
   

  
	
  Dean D. Kling