SEPARATION AGREEMENT
Metropolitan Financial Corporation ("Metropolitan") having requested the
resignation of Stan K. Dardis ("Dardis") and both parties to this
agreement desiring to settle and resolve in a final and binding way all
issues between them, Metropolitan and Dardis hereby agree as follows:
1. Dardis hereby resigns his employment as President, Chief Executive
Officer and Director of Metropolitan Federal Bank and all his other
positions and responsibilities as officer, employee and member of the
board of directors of Metropolitan and all of its subsidiary and
affiliated corporations and business, effective June 15, 1993.
2. Upon expiration of the rescission period described in paragraph 8
below, Metropolitan shall pay Dardis his current monthly base salary up
to December 31, 1993. Dardis will continue to be covered under Medical,
Dental, and Life Insurance only until December 31, 1993. Long Term
Disability, Pension, 401K, and all other employee benefits will cease on
June 15, 1993. Dardis will have 90 days from the December 31, 1993 date
to exercise any outstanding Metropolitan Corporation stock options.
3. Metropolitan will pay all reasonable invoices of reputable providers
of outplacement services to Dardis up to a maximum of Twelve Thousand
Dollars ($12,000).
4. Dardis agrees to fully and finally release Metropolitan and all of
Metropolitan's subsidiaries and affiliates and all officers, employees
and agents of those corporations from all claims he has or might have
arising to the date hereof relating in any way to his employment or the
termination of his employment with those corporations and persons. This
release specifically includes, but is not limited to, all claims of age
or other discrimination in employment arising under the federal Age
Discrimination in Employment Act, the Minnesota Human Rights Act or any
other federal, state or local statue in ordinance as well as all claims
of reprisal, retaliation, defamation, invasion of privacy, breach of
express or implied contract, promissory, estoppel, intentional or
negligent infliction of emotional distress, intentional or negligent
misrepresentation or fraud, "whistleblowing," breach of public policy,
intentional or negligent interference with contract, improper
administration of employee benefits and any other claim, whether legal
or equitable. It is understood that this release will not impair any
existing rights Dardis may have under any presently existing pension,
retirement or employee benefit plan of Metropolitan, nor will it impair
any rights Dardis may have to seek unemployment compensation benefits.
5. Dardis agrees, as an essential and material element of this
Separation Agreement, that he will maintain all of the terms of this
Separation Agreement and any negative opinions about Metropolitan and
all of Metropolitan's subsidiaries and affiliates and their employees in
strictest confidence and that he will not disclose the facts or terms of
this Separation Agreement or those opinions to any person, except as
required by law.
6. Dardis agrees to hold in confidence and not to directly or
indirectly reveal, disclose or transfer any "Confidential Information"
at any time hereafter to any person or entity and promises and
represents that he has not done so heretofore. The term "Confidential
Information" means all information or material proprietary to
Metropolitan, its subsidiaries or affiliates and not generally known,
about which Dardis obtained knowledge of or access to through Dardis'
relationship with Metropolitan. "Confidential Information" includes,
but is not limited to the following types of information and other
information of a similar nature whether or not in writing:
Metropolitan's, its subsidiaries' or affiliates' financial information:
buying, marketing and pricing methods, plans and techniques; concepts,
compilations, know-how, procedures, manuals; reports; lists of existing
and contemplated clients and customers' financial information, employee
lists and confidential information entrusted by clients, customers and
other third parties to Metropolitan, its subsidiaries and affiliates.
Dardis agrees to promptly refer any requests for Confidential
Information he receives to the Vice President-Human Resources of
Metropolitan.
7. In responding to inquiries by third parties (other than governmental
regulators) regarding the reasons for Dardis' separation from
Metropolitan, the parties will only state that Dardis resigned for
"personal reasons to pursue other interests" and the dates of Dardis'
employment and nothing further.
8. Dardis acknowledges that he has had a 21 day opportunity to review
and reflect on the terms of this Separation Agreement. Dardis further
understands that he may rescind this Separation Agreement and the
Release contained within it within 15 days of signing it. To be
effective, his rescission must be in writing and delivered to
Metropolitan in care of Gordon Schroeder, within the 15 day period. If
sent by mail, the rescission must be 1) post-marked within the 15 day
period; 2) properly addressed to Metropolitan; and 3) sent by certified
mail, return receipt requested.
9. This Separation Agreement and the attached Release constitute the
entire agreement of the parties. No other agreement not expressed
within this Separation Agreement shall have any force or effect, and no
modification, amendment or change of any kind to this Separation
Agreement shall be effective unless it is in writing and signed by each
of the parties to this Separation Agreement.
10. The laws of the State of Minnesota shall apply to any disputes that
may arise relative to the construction of this agreement.
11. Dardis represents and agrees that he has carefully read and fully
understands all of the provisions of this Separation Agreement and the
attached Released, that he has had a full opportunity to have all of the
terms of this Separation Agreement and Release explained to him by legal
counsel of his choosing and at his expense and that he fully understands
that by signing this Separation Agreement and the attached Release, he
is giving up all rights to pursue any further claims against
Metropolitan and others mentioned in the Release for any reason arising
in or having roots in anything that happened up to the time of his
signature. Dardis therefore represents and agrees that he is signing
this Separation Agreement knowingly, freely and voluntarily.
Dated: ______________
Stan K. Dardis
Metropolitan Financial Corporation
Date: June 15, 1993 By__________________________________
Its __________________________________