RELEASE AND SEVERANCE AGREEMENT BETWEEN ANGELA SHINABARGAR AND BUTLER NATIONAL CORPORATION

1.

▇▇▇▇▇▇▇▇▇▇▇ is entering into this Agreement in exchange for severance pay and benefits that ▇▇▇▇▇▇▇▇▇▇▇ would not otherwise be entitled to receive, as described in paragraph no. 5 below.

2.

THIS AGREEMENT EXTINGUISHES ANY CLAIM THAT ▇▇▇▇▇▇▇▇▇▇▇ MAY HAVE UNDER THE FEDERAL AGE DISCRIMINATION IN EMPLOYMENT ACT WHICH PROTECTS PERSONS WHO ARE FORTY (40) YEARS OF AGE AND OLDER.  ▇▇▇▇▇▇▇▇▇▇▇ may consider this Agreement for 21 days from the date that ▇▇▇▇▇▇▇▇▇▇▇ received this Agreement.  ▇▇▇▇▇▇▇▇▇▇▇ received this Agreement on November 19, 2013, and may have up to the close of business on December 10, 2013 to execute and return this Agreement "as is" without modifications to ▇▇▇▇▇ ▇▇▇▇▇▇▇ at ▇▇▇▇▇▇ at the following address:  ▇▇▇▇▇▇ National Corporation, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇^▇▇, ▇▇▇▇▇▇, ▇▇  ▇▇▇▇▇.  If ▇▇▇▇▇▇▇▇▇▇▇ fails to execute and return this Agreement "as is" without modifications within that 21-day deadline, ▇▇▇▇▇▇▇▇▇▇▇ will not receive the compensation and benefits recited in paragraph no. 5 of this Agreement.  Any material or immaterial changes to this Agreement after the start of the 21-day period do not restart the 21-day period.

3.

After ▇▇▇▇▇▇▇▇▇▇▇ executes this Agreement, she may revoke this Agreement by delivering to ▇▇▇▇▇▇ a written statement that clearly revokes the Agreement.  In order for the written revocation to be effective, the revocation must be received by ▇▇▇▇▇ ▇▇▇▇▇▇▇ at ▇▇▇▇▇▇ within seven (7) days after ▇▇▇▇▇▇▇▇▇▇▇ signs this Agreement at the following address ▇▇▇▇▇▇ National Corporation, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇^▇▇, ▇▇▇▇▇▇, ▇▇  ▇▇▇▇▇.  This Agreement will not be effective until after that seven day period has expired.

4.

In exchange for the payments that are referenced in paragraph no. 5 below, ▇▇▇▇▇▇▇▇▇▇▇ releases ▇▇▇▇▇▇ and all of its subsidiaries, affiliates, agents, officers, directors and employees from any and all known and unknown claims, damages and liabilities including but not limited to claims of: (a) wrongful discharge, (b) disability discrimination, (c) sexual harassment, (d) race discrimination, (e) sex discrimination, (f) religion discrimination, (g) national origin discrimination, (h) breach of an employment contract, or any other contract (i) age discrimination, (j) retaliatory discharge, (k) wage/hour or overtime violations, (l) defamation, (m) any claim for reimbursement of legal fees, (n) any statutory, tort or equitable claim, (o) any other claim arising from or in any way connected with ▇▇▇▇▇▇▇▇▇▇▇'▇ employment by ▇▇▇▇▇▇, (p) any claim of wrongful dismissal under the Employee Retirement Income Security Act, (q) any claim of fraud, (r) any claim under the Worker Adjustment and Retraining Notification Act, (s) any claim under the federal Fair Credit Reporting Act and any state statute regarding credit reporting, (t) any claim under the Kansas Wage Payment Act, (u) any claim under the Family and Medical Leave Act, (v) negligent or intentional infliction of emotional distress, and (w) any claims under the Kansas Acts Against Discrimination, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, and the Age Discrimination in Employment Act.  This release does not waive claims for unemployment benefits or accrued benefits under ERISA, and does not waive claims for events occurring after the execution of this Agreement. If any release language in this paragraph is unenforceable, the remaining terms of this agreement shall be enforceable.  If ▇▇▇▇▇▇▇▇▇▇▇ is legally entitled to file a charge with the U.S. Equal Employment Opportunity Commission that would otherwise have been released by this paragraph, ▇▇▇▇▇▇▇▇▇▇▇ agrees to waive her claim for monetary damages as a result of such charge, and to the extent permissible assigns to ▇▇▇▇▇▇ any damages that may be awarded as a result of the Equal Employment Opportunity Commission or others pursuing the claim.  In addition, this agreement does not limit ▇▇▇▇▇▇▇▇▇▇▇'▇ right to testify, assist or participate in an investigation, hearing or proceeding conducted by the EEOC.

5.

▇▇▇▇▇▇ will pay ▇▇▇▇▇▇▇▇▇▇▇ through ▇▇▇▇▇▇'▇ payments on Fridays the gross pre-tax aggregate amount of $41,345.20 [Forty-One Thousand Three Hundred Forty-Five Dollars and Twenty Cents] (which is equal to 13 weeks of pay) as full and complete compensation for the releases recited in this document and for all claims recited by ▇▇▇▇▇▇▇▇▇▇▇, and for all compensation owed to ▇▇▇▇▇▇▇▇▇▇▇ and as full and complete satisfaction for all known and unknown claims. ▇▇▇▇▇▇▇▇▇▇▇ will receive 1099's for tax years 2013 and 2014 for the payments recited in paragraph no. 9 of this Agreement.  The payments will be made to ▇▇▇▇▇▇▇▇▇▇▇ as provided in paragraph no. 9 of this Agreement.

6.

▇▇▇▇▇▇▇▇▇▇▇ has also received ▇▇▇▇▇▇▇▇▇▇▇'▇ pay for time worked through November 23, 2013.  ▇▇▇▇▇▇▇▇▇▇▇ understands that ▇▇▇▇▇▇▇▇▇▇▇ has receivde her full pay for time worked even if ▇▇▇▇▇▇▇▇▇▇▇ does not sign this Agreement.

7.

▇▇▇▇▇▇▇▇▇▇▇ assumes responsibility for all taxes that may be owed by ▇▇▇▇▇▇▇▇▇▇▇ as a result of the payments recited in paragraphs no. 5 and no. 6.  ▇▇▇▇▇▇▇▇▇▇▇ acknowledges that this Agreement is not intended to advise ▇▇▇▇▇▇▇▇▇▇▇ regarding her tax obligations, and this Agreement does not advise ▇▇▇▇▇▇▇▇▇▇▇ regarding her tax obligations.  NOTICE PURSUANT TO INTERNAL REVENUE CIRCULAR 230: This Agreement and any payment allocation recited in this Agreement cannot be used by any taxpayer for the purpose of avoiding penalties with respect to taxes that may be imposed upon the taxpayer.

8.

▇▇▇▇▇▇▇▇▇▇▇ understands that the termination of ▇▇▇▇▇▇▇▇▇▇▇'▇ employment on November 19, 2013, and the corresponding reduction in her hours worked, shall constitute the "qualifying event" for ▇▇▇▇▇▇▇▇▇▇▇'▇ eligibility to continue group health insurance coverage under 29 U.S.C. § 1161.

9.

▇▇▇▇▇▇ will mail the first payment (in the amount of Three Thousand One Hundred and Eighty Dollars and Forty Cents ($3,180.40)) pursuant to Paragraph no. 5 by certified or registered mail to ▇▇▇▇▇▇▇▇▇▇▇ on or before the first Friday following the 10^th day after ▇▇▇▇▇▇ receives a copy of this Agreement with ▇▇▇▇▇▇▇▇▇▇▇'▇ original and notarized signature.  ▇▇▇▇▇▇▇▇▇▇▇ will receive twelve (12) additional payments of Three Thousand One Hundred and Eighty Dollars and Forty Cents ($3,180.40) on each of the twelve (12) Fridays after the first payment, for a total of thirteen (13) payments.  ▇▇▇▇▇▇'▇ obligations to deliver the first payment and all subsequent payments will be complete when the checks are placed in the U.S. mail, by certified or registered mail.  If ▇▇▇▇▇▇▇▇▇▇▇ possesses property owned by ▇▇▇▇▇▇, the obligation of ▇▇▇▇▇▇ to deliver the severance payment will be suspended and delayed until after ▇▇▇▇▇▇ receives the property from ▇▇▇▇▇▇▇▇▇▇▇.

10.

▇▇▇▇▇▇▇▇▇▇▇ understands that she may discuss this Agreement with an attorney and with the Equal Employment Opportunity Commission, the Kansas Human Rights Commission, the Kansas City Human Relations Department, and the U.S. Department of Labor.  If ▇▇▇▇▇▇▇▇▇▇▇ does not review this agreement with an attorney or with any of the foregoing agencies, she does so voluntarily and knowingly.

11.

▇▇▇▇▇▇▇▇▇▇▇ contracts and agrees that she will not directly or indirectly file or initiate any suit, claim or grievance against ▇▇▇▇▇▇ or its wholly-owned subsidiaries, affiliates, agents, officers, directors or employees.  If any individual or entity files or initiates any suit, claim or grievance against ▇▇▇▇▇▇, or any of its wholly-owned subsidiaries, affiliates, agents, officers, directors or employees on behalf of ▇▇▇▇▇▇▇▇▇▇▇, she will arrange for that individual or entity to immediately dismiss and withdraw that claim, suit or grievance.  ▇▇▇▇▇▇▇▇▇▇▇ waives any right to damages resulting from a claim initiated by a third party.

12.

▇▇▇▇▇▇▇▇▇▇▇ has attached to this Agreement a document that lists any and all job-related injuries (if any) that ▇▇▇▇▇▇▇▇▇▇▇ believes she has suffered as the result of ▇▇▇▇▇▇▇▇▇▇▇'▇ employment with ▇▇▇▇▇▇.  If ▇▇▇▇▇▇▇▇▇▇▇ has not attached a document identifying job-related injuries, it is because ▇▇▇▇▇▇▇▇▇▇▇ is not currently aware of any job-related injury.  This Agreement does not extinguish claims for job-related injuries.

13.

▇▇▇▇▇▇▇▇▇▇▇ will not seek re-employment at ▇▇▇▇▇▇, and waives any right or claim to re-employment.

14.

▇▇▇▇▇▇▇▇▇▇▇ will not disclose the terms or existence of this Agreement except to her spouse, or as legally required, or as necessary to complete ▇▇▇▇▇▇▇▇▇▇▇'▇ tax returns.  If ▇▇▇▇▇▇▇▇▇▇▇ violates this obligation she will return to ▇▇▇▇▇▇ all funds paid under this Agreement.  This obligation is a material element of this Agreement.

15.

▇▇▇▇▇▇▇▇▇▇▇ will not make any disparaging verbal comment or written statement regarding ▇▇▇▇▇▇ (including without limitation in or on any social media, blog, or other electronic/internet source).  This obligation is a material element of this Agreement.  No disparaging written statements regarding ▇▇▇▇▇▇▇▇▇▇▇ (including without limitation in or on any social media, blog, or other electronic/internet source) will be made by any officers or directors of ▇▇▇▇▇▇.

16.

▇▇▇▇▇▇ further agrees to provide neutral references to any person or entity inquiring about ▇▇▇▇▇▇▇▇▇▇▇'▇ employment.

17.

▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ enter into this Agreement freely and voluntarily after receiving sufficient opportunity to review this Agreement.

18.

▇▇▇▇▇▇▇▇▇▇▇ understands and agrees that this Agreement is an effort by ▇▇▇▇▇▇ to ease her financial difficulties while she obtains replacement employment.  ▇▇▇▇▇▇▇▇▇▇▇ accordingly acknowledges that this Agreement is not an implication or indication of any wrongdoing or liability on the part of ▇▇▇▇▇▇ or its wholly-owned subsidiaries, affiliates, agents, officers or employees.

19.

▇▇▇▇▇▇▇▇▇▇▇ authorizes and permits the agents, officers and employees of ▇▇▇▇▇▇ to open any and all mail addressed to ▇▇▇▇▇▇▇▇▇▇▇ that is received at the offices of ▇▇▇▇▇▇.  ▇▇▇▇▇▇▇▇▇▇▇ also authorizes and permits the agents, officers and employees of ▇▇▇▇▇▇ to access ▇▇▇▇▇▇▇▇▇▇▇'▇ voicemail and email that is received at the offices of ▇▇▇▇▇▇.

20.

▇▇▇▇▇▇▇▇▇▇▇ agrees that she will cooperate fully with ▇▇▇▇▇▇, or any of its wholly-owned subsidiaries, affiliates, agents, officers and employees if her services are needed after the date of this Agreement for purposes of any audits of any activities during ▇▇▇▇▇▇▇▇▇▇▇'▇ employment with ▇▇▇▇▇▇ and for information for access to any ▇▇▇▇▇▇ accounts, systems or computers, including, but not limited to passwords, access codes and account names and numbers.

21.

▇▇▇▇▇▇ has not made any additional promises to ▇▇▇▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇▇▇▇▇ does not expect to receive anything more than the severance pay that is recited in this Agreement.

22.

This Agreement does not cancel or void any confidentiality and non-compete obligations of ▇▇▇▇▇▇▇▇▇▇▇ that are recited in ▇▇▇▇▇▇'▇ employee manual and in any prior agreement between the parties.  Nothing in this Agreement is intended to, or shall limit, supersede, nullify, or affect any other duty or responsibility ▇▇▇▇▇▇▇▇▇▇▇ may have or owe to ▇▇▇▇▇▇ by virtue of any separate or pre-existing obligation or agreement regarding non-compete, non-solicitation and non-disparagement obligations.  This Agreement supersedes and nullifies any compensation obligations of ▇▇▇▇▇▇ contained in any prior agreement between the parties.

23.

▇▇▇▇▇▇▇▇▇▇▇ has no unresolved disagreements with ▇▇▇▇▇▇ on any matter of accounting principles or practices or financial statement disclosure which materially impacts the fairness or reliability of either ▇▇▇▇▇▇'▇ filings with the Securities Exchange Commission or the financial statements of ▇▇▇▇▇▇ or any of its subsidiaries or affiliates.

24.

▇▇▇▇▇▇▇▇▇▇▇ acknowledges and agrees that (a) she may not buy or sell securities of ▇▇▇▇▇▇ on the basis of material non-public information obtained from ▇▇▇▇▇▇ or any person associated with ▇▇▇▇▇▇; (b) she may not furnish ("tip") material non-public information about ▇▇▇▇▇▇ to any person and (c) Section 16(b) of the Securities Exchange Act of 1934 (as amended) which subjects insiders such as ▇▇▇▇▇▇▇▇▇▇▇ to the loss of profits on any sale and purchase of ▇▇▇▇▇▇ equity securities within a six-month period, continues to apply to non-exempt transactions that occur within six months of an opposite-way, non-exempt transaction that took place while she was an employee of ▇▇▇▇▇▇