THIS TRANSITION AGREEMENT (this “Agreement”), dated as of May 5, 2020, is entered into by and between National Bank Holdings Corporation, a Delaware corporation (the “Company”), and Zsolt K. Besskó (the “Executive”).
WHEREAS, the Executive currently serves as Executive Vice President, Chief Administrative Officer, General Counsel and Secretary of the Company;
WHEREAS, the Executive shall resign from the Company, effective as of May 1, 2021 (the “Resignation Date”);
WHEREAS, the Board of Directors of the Company (the “Board”) and the Executive have mutually determined that, to ensure an orderly transition of the Executive’s duties and responsibilities, the Executive should continue to serve in his current positions through July 1, 2020 (the “Transition Date”), and thereafter serve the Company as a non-executive, non-officer employee until the Resignation Date as further described herein;
WHEREAS, the Company and the Executive are parties to that certain Employment Agreement, dated as of November 17, 2015 (the “Employment Agreement”); and
WHEREAS, the Company and the Executive now desire to enter into a mutually satisfactory arrangement concerning, among other things, the Executive’s transition to a non-executive, non-officer advisory role effective as of the Transition Date, and employment by the Company following the Transition Date through the Resignation Date, and other matters related thereto.
NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive hereby agree as follows:
1. Effectiveness. This Agreement shall become binding and enforceable on the Transition Date, subject to its execution by the Executive and the Company and the Executive’s continued employment with the Company through the Transition Date.
2. Transition Period. The term of the Executive’s employment hereunder shall commence on the Transition Date and end on the Resignation Date (the “Transition Period”), unless terminated earlier pursuant to Section 5.
(a) Resignation of Officer and Director Positions. Effective as of the close of business on the Transition Date, by virtue of executing this Agreement and without any further action by the Executive, the Executive hereby resigns his positions as Executive Vice President, Chief Administrative Officer, General Counsel and Secretary of the Company and as a member
if to the Company:
National Bank Holdings Corporation
7800 East Orchard Road, Suite 300
Greenwood Village, Colorado 80111
Attention: Legal Department
or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.
(i) Headings. The headings of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(j) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
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