Exhibit 10.2


 


SEVERANCE AGREEMENT AND RELEASE


 


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


 


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


 


1.             Termination
Date.  Employee’s employment with the
Bank 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 and
owing to Employee through the end of employment.


 


2.             Severance
Payment.  The Bank also agrees to pay
Employee post-termination severance of $220,000, less appropriate deductions
for federal and state withholdings, other applicable taxes and appropriate
benefit deductions.  Employee
acknowledges that this severance payment is additional consideration that would
not otherwise be payable to Employee upon termination of employment.


 


3.             Release.  Employee understands this Agreement is a
knowing and voluntary waiver of claims by Employee related to Employee’s
employment with and separation from the Bank. 
In exchange for the consideration set forth in this Agreement, and
except for matters specifically reserved in this Agreement, Employee, and
Employee’s representatives, successors and assigns, release and forever
discharge the Bank from any and all claims, demands, damages, losses,
obligations, rights and causes of action, whether known or unknown, including
but not limited to, all claims, causes of action that Employee now has or has
ever had against the Bank relating in any way to Employee’s employment at the
Bank.  Employee agrees not to bring any
lawsuits against the Bank relating to the claims that Employee has released nor
will Employee allow any to be brought or continued on his or her behalf or in
his or her name.  This Agreement does not
affect Employee’s right to file a charge with or participate before the Equal
Employment Opportunity Commission; however, Employee is waiving the right to
recover damages and attorney’s fees from such a proceeding.


 


Without limiting the generality of the foregoing terms, the scope of
Employee’s release under this Agreement specifically includes, but is not
limited to, all claims for breach of contract, any other claim under the common
law of the State of Colorado, including claims for tort, breach of implied
contract, wrongful discharge, breach of a covenant of good faith and fair
dealing, intentional infliction of emotional distress, defamation, injunctive
relief, compensatory damages, punitive damages, equitable relief, attorney’s fees
and costs, and any claims under the following statutes: Title VII of the
Civil 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.), the
Fair Labor Standards Act (29 U.S.C. Sec. 201 et seq., including the
Equal 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 of
1973, (as amended) (29 U.S.C. Sec. 791 et seq.), or under any state or
federal wage, labor, employment, or anti-discrimination act, rule or
regulation, or under any common law theory, either legal or equitable.


 


	
   

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Notwithstanding the foregoing, this Agreement shall
not release, revoke, supersede or amend any rights the Employee may have under
the Bank’s Change in Control Severance Plan, as such plan may be amended from
time to time.


 


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


 


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


 


6.             Consideration
Period.  Employee expressly acknowledges that the Bank has
given him or her a period of at least seven (7) days within which to
consider this Agreement.


 


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


 


8.             Complete
Understanding.  It is expressly
understood that this
Agreement reflects the complete understanding between the parties and there is no
agreement or understanding between Employee and the Bank about or pertaining to
the termination of Employee’s employment with the Bank or the Bank’s obligation
to Employee with respect to such termination except what is set forth in this
Agreement.


 


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


 


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


 


11.           Counterparts. 
This Agreement may be signed in counterparts, each of which shall have
full 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

  
					






 


	
   

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