Employment Agreement, dated May 5, 2020, by and between National Bank Holdings Corporation and Angela N. Petrucci
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 5, 2020, by and between Angela N. Petrucci (the “Executive”) and National Bank Holdings Corporation, a Delaware corporation (the “Company”).
WHEREAS, the Company and the Executive are parties to that certain Change of Control Agreement, dated as of February 21, 2018 (the “Prior Agreement”); and
WHEREAS, the Company is desirous of continuing to employ the Executive in an executive capacity on the terms and conditions, and for the consideration, hereinafter set forth, and the Executive is desirous of remaining employed by the Company on such terms and conditions and for such consideration.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, including those set forth in Section 10, and for other good and valuable consideration, it is hereby covenanted and agreed by the Executive and the Company as follows:
In order to invoke a termination for Cause on any of the grounds enumerated under Section 5(b)(i), 5(b)(ii), 5(b)(iii), or 5(b)(v) of this Agreement, the Company must provide written notice to the Executive of the existence of such grounds within 30 days following the Company’s knowledge of the existence of such grounds, specifying in reasonable detail the grounds constituting Cause, and the Executive shall have 30 days following receipt of such written notice (the “Executive’s Cure Period”) during which she may remedy the ground if such ground is reasonably subject to cure.
In order to invoke a termination for Good Reason, the Executive shall provide written notice to the Company of the existence of one or more of the conditions described in clauses (i) through (iii) of this Section 5(c) within 30 days following the Executive’s knowledge of the initial existence of such condition or conditions, specifying in reasonable detail the conditions constituting Good Reason, and the Company shall have 30 days following receipt of such written notice (the “Cure Period”) during which it may remedy the condition if such condition is reasonably subject to cure. In the event that the Company fails to remedy the condition constituting Good Reason during the applicable Cure Period, the Executive’s “separation from service” (within the meaning of Section 409A of the Code) must occur, if at all, within 30 days following such Cure Period in order for such termination as a result of such condition to constitute a termination for Good Reason.
Notwithstanding the above confidentiality provisions, note that nothing in this Agreement, nor in any other confidentiality agreement, nor in the Company’s policies should be interpreted as prohibiting the Executive from: (1) reporting possible violations of federal law or regulations, including any securities laws violations, to any governmental agency or entity, including but not limited to the Department of Justice, the U.S. Securities & Exchange Commission, the U.S. Congress, or any agency Inspector General; or (2) making any other disclosures that are protected under the whistleblower provisions of federal law or regulations; or (3) otherwise fully participating in any federal whistleblower programs.
Please refer to the National Bank Holdings Corporation Associate Handbook, a copy of which is available upon request, regarding the Executive’s rights related to the disclosure of the Company’s trade secrets.
to the Company:
National Bank Holdings Corporation
7800 E. Orchard Road, Suite 300
Greenwood Village, Colorado 80111
to the Executive:
At the address last on the records of the Company
Such notices, demands, claims, and other communications shall be deemed given in the case of delivery by overnight service with guaranteed next day delivery, the next day or the day designated for delivery or, in the case of certified or registered U.S. mail, five days after deposit
in the U.S. mail; provided, however, that in no event shall any such communications be deemed to be given later than the date they are actually received.
[Signature Page Follows]
IN WITNESS THEREOF, the Executive has hereunto set her hand, and the Company has caused these presents to be executed in its name and on its behalf, all as of the day and year first above written.
NATIONAL BANK HOLDINGS CORPORATION
By: __/s/G. Timothy Laney__________________
Name: G. Timothy Laney
Title: Chairman, President & CEO
____/s/Angela N. Petrucci_______
Angela N. Petrucci
[Signature Page to Petrucci Employment Agreement]
This Release Agreement (this “Agreement”) is made and entered into by and among National Bank Holdings Corporation, a Delaware corporation (the “Company”), and its subsidiary bank, NBH Bank, a national bank organized under the laws of the United States of America, and all other divisions, and related, successor, and sister entities (together with the Company, “NBH”) and Angela N. Petrucci (the “Executive”).
WHEREAS, the Executive and the Company are parties to that certain Employment Agreement, dated as of May , 2020 (the “Employment Agreement”);
WHEREAS, the Executive’s employment shall end effective [__];
WHEREAS, NBH and the Executive wish to resolve any and all disputes that exist between them or could exist between them; and
WHEREAS, the parties acknowledge that this Agreement is the result of good faith negotiations and compromise and nothing in this Agreement is intended to or will constitute an admission by NBH or any of its agents or employees of any liability to the Executive.
NOW, THEREFORE, in consideration of the Company agreeing to provide the compensation and benefits under Section 6 of the Employment Agreement to the Executive and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, NBH and the Executive hereby agree as follows:
PLEASE READ THIS AGREEMENT CAREFULLY; IT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
IN WITNESS WHEREOF, NBH has caused this Agreement to be executed by its duly authorized officer, and the Executive has executed this Agreement, as of the dates written below.
Angela N. Petrucci
NATIONAL BANK HOLDINGS CORPORATION
[Signature Page to Release Agreement]