Exhibit 10.1


 


SEVERANCE AGREEMENT AND RELEASE


 


This Severance Agreement and Release (the “Agreement”)
is between Sherri L. Heronema, 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 by 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 February 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 $210,000, 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.  In the event
Employee is 40 years of age or older, payment will be made to Employee upon
expiration of the seven (7) day revocation period as set forth in Section 7
below.


 


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,


 


	
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  Employee

  	
   

  	
  Employer

  	
   

  



 

















 


attorney’s fees and costs, and any claims under the following statutes:
the Colorado Anti-Discrimination Act; the Americans with Disabilities Act;
Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of
1991; the Civil Rights Acts of 1866 and 1871; the Equal Pay Act; the Fair Labor
Standards Act; the Family and Medical Leave Act; the National Labor Relations
Act; the Occupational Safety and Health Act; the Rehabilitation Act; Executive
Order 11246; the Colorado Labor Peace Act; the Colorado Wage Claim Act; the
Worker Adjustment and Retraining Notification Act; the Employee Retirement
Income Security Act and the Age Discrimination in Employment Act of 1967 ( “ADEA”),
as amended which have arisen on or before the date of execution of the
Agreement.


 


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 has 45 days from receipt of this Agreement to review and
consider this Agreement before signing and returning it.  Therefore, Employee understands that he or
she must give his or her written acceptance within 45 days to the
Bank.  Employee understands that he or
she may use as much of this 45 day period as he or she wishes prior to
signing.  In the event Employee signs
this Agreement before the expiration of the 45 days, Employee hereby states
that Employee has voluntarily and knowingly decided to shorten the time period
and that the Bank has not induced him or her to do so.


 


7.                                      Revocation Period. 
Employee may revoke (i.e., cancel) this Agreement for any reason within
seven (7) calendar days after signing it. 
Employee understands and agrees that the revocation must be in writing
and hand-delivered or mailed to the Bank. 
If mailed, the rescission must be sent by certified mail, return receipt
requested, and postmarked within the seven (7) day period.  This notification should be properly
addressed to:


 


Guaranty Bank and Trust Company


ATTN:  Laurie Clyne


1331 17th Street, Suite 300


Denver,
Colorado 80202


 


Employee understands that he or
she will not receive any settlement payment under this Agreement if he or she
revokes it, and in any event, Employee will not receive any settlement payment
until after the seven (7) day revocation period has expired.


 


8.                                      Termination Information. 
Pursuant to federal law, the Bank has provided Employee with information
concerning the job titles and ages of persons who were selected,


 


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and those who were not selected, for termination in the group which is
subject to the termination program. 
Employee acknowledges receipt of this information, attached as an
Addendum to this Agreement.


 


9.                                      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.


 


10.                                 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.


 


11.                                 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.


 


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


 


13.                                 Counterparts.  This Agreement may be signed in counterparts,
each of which shall have full force and effect.


 


 


	
  EMPLOYEE:

  	
   

  	
  BANK:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  Sherri L. Heronema

  	
   

  	
  By:

  	
  /s/
  Laurie Clyne

  
	
  Sherri
  L. Heronema

  	
   

  	
   

  	
  Name:
  Laurie Clyne

  
	
   

  	
   

  	
   

  	
   

  	
  Title:
  SVP Human Resources

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
    February 11,
  2009

  	
   

  	
  Date:

  	
     February 12,
  2009

  
							



 


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