SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made by, between, and among 

the following undersigned parties: 

The· Plaintiff Federat· Deposit r nsurance Corpora tiM as· Receiver fot The.FitsrNational 

Bank of Olathe ("FDIC·R"), and Matthew Dean Lindamood, Tyrone K. Herbert, John R. Nixon, 

Brant A. McCoy as Special Administrator on behalf of the Estate of Ronald Nicholas Pflumrn 

(decedent) (the "Special Administrator"), Brian L. Roby, Enna L. Glasnapp, Randy Glasnapp, 

Dennis Meyer, Dale M. Schwader, George D. Thompson, C.J. \Veltsch, and Cheryl Wright 

(collectively the "Settling Defendants") (individually, the FDIC·R and the Settling Defendants 

may be referred to herein as "Party" and collectively as the "Parties"). 

RECITALS 

WHEREAS: 

Prior to August 12, 20 l t, The First National Bank of Olathe ("Bank") was a depository 

institution organized and existing under the laws of the state of Kansas; 

On August 12, 2011, the Office of the Comptroller of the Currency closed the Bank and, 

pursuant to 12 U.S.C. § 182l(c), the Federal Deposit [nsuranc.e Corporation was appointed 

Receiver. In accordance with 12 U.S.C. § 182l(d), the FDIC-R succeeded to all rights, titles, 

powers, and privileges of the Bank, including those with respect to its assets; 

Among the assets to which the FDIC-R succeeded were all of the Bank's claims, 

demands, and causes of action against the Bank's former directors, officers, and employees 

arising from the performance, nonperformance, and manner of performance of their respective 

functions, duties, and acts as directors, officers, and employees of the Bank; 

On August.8, 2014, the FDIC·R filed a complaint for money damages against the Settling 

Defendants, each of whom served at various times as a director and/or officer of the Bank or, 

with respect to the Special Administrator, is a representative of the Estate of a deceased former 

director and officer of the Bank. Those claims for damages are now pending in the United States 

District Court for the District of Kansas in Federal Deposit Insurance Corporation, as Receiver 
for The First National Bank of Olathe v. Lindamood, eta!., Case No. 14-2396-JWL-KGG (D. 

Kan.) ("D&O Action"). The Settling Defendants have denied liability in the D&O Action. 

. On February 9, 20 l.S,.the F.QIC-R filed a Petition·to Re-Open Estate and for Appointment 

of Special Administrator in In the Matter of the Estate of Ronald Nicholas P.flumm, deceased, 

No. 13PRS77, in the District Court of Johnson County, Kansas (Probate Department) ("Estate 

Action") to re-open the Estate of Ronald Nicholas Pflumm, a deceased fanner director and 

officer of the Bank., and appoint the Special Administrator. The FDIC-R's re-opening of the 

Estate of Ronald Nicholas Pflumm and appointment of the Special Administrator is now on 

appeal with the Court of Appeals of the State of Kansas in In the Matter of the Estate of Ronald 

Nicholas Pjlumm, deceased, Appellate Case No. 15-114262-A (the "Estate Appeal"). The Estate 

Action and Estate Appeal (collectively, the "Probate Matters") are currently pending. 

The undersigned Parties deem it in their best interests to enter into this Agreement to 

avoid the uncertainty and expense of further litigation. 

NOW, THEREFORE, in consideration of the promises, undertakings, payments, and 

releases stated herein, the sufficiency of which consideration is hereby acknowledged, the 

undersigned Parties agree, each with the other, as follows: 

SECTION 1: Payment to FDIC~R 

A. As an essential covenant and condition to this Agreement, on or before ten (10) 

business days following the date on which all Parties have executed this Agreement, the Settling 

Defendants jointly and severally agree to have paid on their behalf to the FDIC-R the sum of 

nine million, six hundred eighty~one thousand, three hundred forty-six dollars and fifteen cents 

($9,681 ,346.15) ("the Settlement Payment"). 

B. The Settlement Payment to the FDJC-R shall be made by direct wire transfer into 

an account designated by the FDIC-R by notice to the Settling Defendants. The FDJC-R shall 

provide all necessary payment instructions no later than five days after full execution of this 

Agreement by all Parties. 

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C. Subject to and without waiving the requirements set forth in Section l.A above, if 

the FDIC-R does not receive the Settlement Payment on or before the date determined by 

Section LA above, then the FDIC·R, .in its sole discretion, shall have the right at any time prior to 

receipt ofthe Settlement Payment to: 

l. Extend the period of time for the Settlement Payment; or 

2. Enforce this Agreement, in which event the Settling Defendants agree to 

jurisdiction in the United States District Court for the District of Kansas; or 

3. Terminate the Agreement, return any previously made Settlement 

Payments, and proceed with the D&O Action and Probate Matters; and/or 

4. Seek any other relief available to it in law or equity. 

Any extension of time under Section I.C.l for delivery of the Settlement Payment or 

acceptance of a portion ofthe Settlement Payment shall not prejudice the FDIC-R 's rights to take 

any of the actions set forth in Section I.C.2 through J.C.4 at any time prior to receipt ofthe 

Settlement Payment in full. 

SECTION II: Stipulation and Dismissal 

Within ten business days after the latter of(\) full execution of th is Agreement by all of 

the Parties, and (2) receipt of the Settlement Payment, the FDIC·R shall file a stipulation of 

dismissal with prejudice, executed by the attorneys for all Parties hereto, in the form attached 

hereto as Exhibit A, in the D&O Action. Within such ten-day time frame, the FDIC-R also shall 

file a joint stipulation voluntarily dismissing the Estate Appeal, provided that such a joint 

stipulation is executed by attorneys for all parties who have appeared in rhe Estate Appeal. 

Additionally, FDlC-R shall file any documents agreed to by all parties to the Estate Action and 

the Special Administrator to cause the Spe.cial Administrator to be discharged in the Estate 

Action and the Estate Action closed with prejudice to the claims of FDIC-R. 

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SECTION lll: Releases 

A. The FDIC·R's Releases. 

Upon receipt of the Settlement Payment in full as provided in Section !;and except as . 

provided in Section III .C, the FDIC-R, for itself and its successors and assigns, hereby releases 

and disc.harges the Settling Defendants and their respective heirs, executors, trustees, 

administrators, representatives, estates, successors, and assigns, from any and all claims, 

demands, obligations, damages, actions, and causes of action, direct or indirect, in law or in 

equity, belonging to the FDIC·R, that arise from or relate to the performance, nonperformance, 

or manner of performance of the Settling Defendants' respective functions, duties, and actions as 

employees, officers and/or directors of the Bank, including without limitation the D&O Action 

and/or the Probate Matters and all matters alleged or asserted in the D&O Action and/or the 

Probate Matters. 

B. The Settling Defendants' Release. 

Effective simultaneously with the release granted in Section liLA above, the Settling 

Defendants, on behalf of themselves individually, and their respective heirs, executors, trustees, 

administrators, agents, representatives, attorneys, successors, and assigns, hereby release and 

discharge the FDlC-R, and its employees, officers, directors, representatives, attorneys, 

successors, and assigns, from any and all claims, demands, obligations, damages, actions, and 

causes of action. direct or indirect, in law or in equity, that arise from or relate to, the Bank or to 

the performance, nonperformance, or manner of performance ofthe Settling Defendants' 

respective functions, duties, and actions as officers and/or directors of the Bank, including 

without limitation the causes of action alleged in the D&O Action and/or the Probate Matters. 

C. Exceptions from Releases bv FDIC-R. 

I. Notwithstanding any other provision of this Agreement, the FDIC·R does 

not release, and expressly preserves fully and to the same extent as if this Agreement had not 

been executed, any claims or causes of action: 

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a. Against the Senling Defendants or any other person or entity for 

liability, if any, incurred as the maker, endorser, or guarantor of any promissory note or 

indebtedness. payable or owed by them to the FDIC-R;·the Bank. other· fmancial institutions, or 

any other person or entity, including without limitation any such claims acquired by FDIC-R as 

successor in interest to the Bank or any person or entity other than Bank; and 

b. Against any person or entity not expressly released by the FDIC-R 

in this Agreement. 

2. Notwithstanding any other provision of this Agreement, nothing in this 

Agreement shall be construed or interpreted as limiting, waiving, releasing, or compromising the 

jurisdiction and authority of the Federal Deposit Insurance Corporation in the exercise of its 

supervisory or regulatory authority or diminish its ability to institute administrative enforcement 

or other proceedings seeking removal, prohibition, or any other relief it is authorized to seek 

pursuant to its supervisory or regulatory authority against any person. 

3. Notwithstanding any other provision of this Agreement, this Agreement 

does not purport to waive, or intend to waive, any claims that could be brought by the United 

States through the Department of Justice, the United States Attorney's Office for any federal 

j udicial district, or any other department or agency of the United States as defined by I 8 U.S.C. 

§ 6. In addition, the FDIC-R specifically reserves the right to seek court ordered restitution 

pursuant to the relevant provisions of the Mandatory Victims Restitution Act, 18 U.S.C. §§ 3322 

and 3663 ~ ~., if appropriate. 

SECTION IV: Waiver of Dividends and Proceeds from Litigation 

To the extent. if any, that Settling Defendants are or were shareholders oftbe Bank or its 

holding company and by virtUe thereof are or may be entitled to a dividend, payment, or other 

distribution upon resolution of the receivership of the Bank or proceeds in any litigation that has 

been or could be brought against the Federal Deposit Insurance Corporation in any capacity or 

against the United States based on or arising out of, in whole or in part, the closing of the Bank, 

or any alleged acts or omissions by the Federal Deposit Insurance Corporation in any capacity, 

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the Un ited States government, or any agency or department of the United States government in 

connection with the Bank, its conservatorship, or receivership, Settling Defendants hereby 

knowingly assign to the C~R any and all rights, titles;-and interest in and to any-and .all such 

dividends, payments, other distributions, and proceeds. 

SECTION V: Representations and Acknowledgements 

A. Authorized Signatories. All of the undersigned persons represent and warrant that 

they are Parties hereto or are authorized to sign this Agreement on behalf of the respective Party, 

and that they have the full power and authority to bind such Party to each and every provision of 

this Agreement. This Agreement shall be binding upon and inure to the benefit of the 

undersigned Parties and their respective heirs, executors, trustees, administrators, representatives, 

successors, and assigns. 

B. Advice of Counsel. Each Party hereby acknowledges that he, she, or it has 

consulted with and obtained the advice of counsel prior to executing this Agreement, and that 

this Agreement has been explained to that Party by his or her counsel. 

SECTION VI: Reasonable Cooperation 

The Parties agree to cooperate in good faith to effectuate all the terms and conditions of 

this Agreement, including doing, or causing their agents and anomeys to do, whatever is 

reasonably necessary to effectuate the signing, delivery, execution, filing, recording, and entry of 

any documents necessary to conclude the D&O Action and Probate Matters and to otherwise 

perform the terms of this Agreement. 

SECTION VII: Other Matters 

A. No Admission ofLiabUjty. The undersigned Parties each acknowledge and agree 

that the matters set forth in this Agreement constitute the settlement and compromise of disputed 

claims and defenses, that this Agreement is not an admission or evidence of liability or infirmity 

by any of them regarding any claim or defense, and that the Agreement shall not be offered or 

received in evidence by or against any Party except to enforce its terms. 

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B. Execution in Counterparts. This Agreement may be executed in counterparts by 

one or more ofthe Parties and all such counterparts when so executed shall together constitute 

the fina!Agreement,.as.if one document had been signed by all Parties; and each such .. .. 

counterpart, upon execution and delivery, shall be deemed a complete original, binding the 

Parties subscribed thereto upon the execution by all Parties to this Agreement. 

C. Choice of Law. This Agreement shall be interpreted, construed, and enforced 

according to the laws of the State of Kansas. 

D. Notices. Any notices required hereunder shall be sent by registered mail, first 

class, return receipt requested, and by email, to the following: 

lfto the FDIC-R: 

Christine Hsu 

Counsel, Legal Division 

Federal Deposit Insurance Corporation 

350 1 Fairfax Drive, VS-B-7054 

Arlington, Virginia 22226-3500 

(b) ( 6) ------------- I I 

(b )(6) 

(b)(6) 

and 

Dawn Estes 

Estes Okon Thorne & Carr PLLC 

3 81 I Turtle Creek Blvd., Suite 2000 . 

Dallas, Texas 75219 

.......... f...... ......................... .... I 

Ifto the Settling Defendants: 

Susan E. Barnes 

Lindquist & Vennum, LLP 

4200 IDS Center 

80 South Eight Street 

Minneapolis, Minnesota 55402 

........... !....... ······································ I 

and 

Daniel E. Blegen 

Rouse Hendricks German May, PC 

1201 Walnut, 201h Floor 

7 
Kansas City, :vtO 64106 

E. Entire Agreement and Amendments. This Agreement constitutes the entire 

agreement and understanding between and among the undersigned Parties concerning the matters 

set forth herein and·supersedesany prior agreerrrents-unmderstandings. This Agreement may 

not be amended or modified, nor may any of its provisions be waived, except in writing signed 

by the Parties bound thereby, or by their respective authorized attorney(s) or other 

representative( s). 

F. Titles and Captions. All section titles and captions contained in this Agreement 

are for convenience only and shall not affect the interpretation of this Agreement. 

G. No Confidentiality. The undersigned Parties acknowledge that this Agreement 

shall not be confidential, and nothing in this Agreement prohibits the FDIC-R or the Settling 

Defendants from disclosing its terms. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by 

each of them or their duly authorized representatives on the dates hereinafter subscribed. 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

. RECEIVER FCiR tHE ·fntStNAfiONACBANK bF . OLATHE 

(b)(6) _ __ ate li/iru BY~-- :: . mmm -·--······ 

TIT~CE--:c=o-u-n-se~l------------------------~ 

PRINT NAY!£: Christine Hsu 

Date:-------

Date: - ------

Date:------ -

Date: ·------ -

Date:-------

MATTHEW DEAN LI~DAMOOD 

TYRONE K. HERBERT 

JOHN R. l\lXON 

BRANT A. MCCOY, AS SPECIAL ADMfNISTRATOR 

ON BEHALF OF THE ESTATE OF RONALD 

NICHOLAS PFLUMM 

BRIAN L. ROBY 

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(b)(6) __ _ 

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by 

each of them or theil' duly authorized representatives on the dates hereinafter subscribed. 

Date:-------

Date: _1_L,J..}_I \-J-}!....:..t_r_ _ 

Date:-------

Date:-------

Date: -------

Date:-------

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR THE FIRST NATIONAL BANK OF 

OLATHE 

BY:~-------------------- TITLE: Counsel 

PRINT NAME: Chl'istine Hsu 

MATTHEW DEAN LINDAMOOD 

TYRONE K. HERBERT 

JOHN R. NIXON 

BRANT A. MCCOY, AS SPECIAL ADMINISTRATOR 

ON BEHALF OF THE ESTATE OF RONALD 

NICHOLAS PFLUMM 

BRIAN L. ROBY 

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(b)(6) 

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by 

each of them or their duly authorized representatives on the dates hereinafter subscribed. 

Date:-------

Date: -----------

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR THE FIRST NATIONAL BANK OF 

OLATHE 

BY: -------------------------- ---- TITLE: Counsel 

PRINT NAME: Christine Hsu 

MATTHEW DEAN LINDAMOOD 

TYRONE K. HERBERT 

.......................................... -- IL...-· _ ·_···············_····························· _ _····· __ _____,J~----

Date:----- - -

Date:-------

Date:---- ---

JOHN R. NIXON 

BRANT A. MCCOY, AS SPECIAL ADMINISTRATOR 

ON BEHALF OF THE ESTATE OF RONALD 

NICHOLAS PFLUMM 

BRIAN L. ROBY 

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(b)(6) 

(b)(6) 

IN WITNESS WHEREOF, the Pat1ies hereto have caused this Agreement to be executed by 

each ofthem or their duly authorized representatives on the dates hereinafter subscribed. 

Date:~~~~~~-

Date:_~~~~--

Date:-------

····························································································································· 

Date:-------

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FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR THE FIRST NATIONAL BANK OF 

OLATHE 

BY: =-~-~------------------- TITLE: Counsel 

PRINT NAME: Christine Hsu 

MATTHEW DEAN LINDAMOOD 

TYRONE K. HERBERT 

~~=R.NIXON 

BRANT A. MCCOY, AS SPECIAL ADMINISTRATOR 

ON BEHALF OF THE ESTATE OF RONALD 

NICHOLAS PFLUMM 

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by 

each of them or their duly authorized representatives on the dates hereinafter subscribed. 

Date:-------

Date:--------

Date:-------

Date:-------

Date: { J / /5{ 15 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR THE FIRST NATIONAL BANK OF 

OLATHE 

BY: _________________ _ 

TITLE: Counsel 

PRINT NAME: Christine Hsu 

MA TIHEW DEAN LINDAMOOD 

TYRONE K. HERBERT 

JOHN R. NIXON 

BRANT A. MCCOY, AS SPECIAL ADMINISTRATOR 

ON BEHALF OF THE ESTATE OF RONALD 

(b)(e) ~NICHOLAS fliLUMM 

~=============--------------

Date:------- BRIANL. ROBY 

9 
Date: U<?c /) J.o1.r ERMA L. OLASNAPP 

(b)(6).................................. ... .. . ..................................... .... .......... .............. .. .........I ..... .... _ ...... _ ...... _ ........ _ ........ _ ........ _ ........ _ ........ _ ........ _ ........ _ ........ _ ........ _ ...... _____ ___,t-----

Date: DE"c I 5" ;; 0/ S RA!'.'DY GLASNAPP 

(b)(6)_ - - - ~L.._ .......... _ .......... _ .......... _ .......... _ .......... _ .......... _ ........ ______ _r---

Date:------- DENNIS MEYER 

Date:----- -- DALE M. SCHW ADER 

Date:------- GEORGED. THON.WSON 

Date:------- C.J. WELTSCH 

Date:------- CHERYL WRIGHT 

LO 
Date: ____ _ BRMA L. OLASNAPP 

0.: ____ _ RANDY OLASNAPP 

Dttl::~~~ /( 1.#11) D~ MEYER 

(b)(6) .................................. .. ...... fr-""""'..J:.,;. """""'..:.... """' ----:_ __ _ 

Dale: ____ _ D.'\LE M. SCHWADER. 

Date: ____ _ OBORG& D. 'THOMPSON 

0.:.: ____ _ C.J.WfLnCR 

CHERYL WRIGHT 

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• 
Date:------- ERMA L. GLASNAPP 

Date:------- RANDY GLASNAPP 

Date: ______ _ DENNIS MEYER 

··························!~......--_ _______.t--

Date:~~ I' 7/;;c>t.s- DALE M. SCHW ADER 

Date: GEORGE D. THOMPSON 

Date: C.J. WELTSCH 

Date: CHERYL WRIGHT 

10 
Date:-------- ERMA L. GLASNAPP 

Dare: ________ __ RANDY GLASNAPP 

Date: ______ _ DENNIS MEYER 

Date:------- DALE M. SCHW ADER 

Date:------- C.J. WELTSCH 

Date:------ -- CHERYL WRIGHT 

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---··---------·-·- - -- ------ ·- --·---·······-···-·----··- · - ... ····· . ......... . 
Date:------- ERMA L. GLASNAPP 

Date:----- -- RANDY GLASNAPP 

Date:---- --- DENNIS MEYER 

Date:------- DALE M. SCHWADER 

Date:------- GEORGE D. THOMPSON 

Date: C.J. WELTSCH 

(b)(6)000000000000000000•••••- mmmm 

00000000000000000000000000000000000000000000 

J mm =r ······································· 

Date:------- CHERYL WRIGHT 

10 
Date: ______ _ ERMA L. GLASNAPP 

Date: ------- RANDY GLASNAPP 

Date:------- DENNIS MEYER 

Date:------- DALE M. SCHW ADER 

Date:----- -- GEORGE D. THOMPSON 

Date:------- C.J. WEL TSCH 

u 

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