EXHIBIT 10.12
SEPARATION AGREEMENT AND WAIVER OF RIGHTS AND CLAIMS
This Agreement is by and between Xxxxx Xxxxxx, 000 Xxxxxxx Xxx Xxxx,
Xxxxxx, Xxxxxxxxxxx 00000 ("Xx. Xxxxxx"), and Iroquois Pipeline Operating
Company, a Delaware corporation, with offices at 0 Xxxxxxxxx Xxxxx, Xxxxx 000,
Xxxxxxx, XX 00000-0000 ("IPOC"), and IPOC as agent for Iroquois Gas Transmission
System, L.P. ("IGTS"), a Delaware limited partnership. IGTS and IPOC
collectively shall be referred to as "Iroquois".
1. Xx. Xxxxxx'x employment with IPOC shall be terminated July 31, 2003. Xx.
Xxxxxx will be paid his full salary, including any and all benefits,
through that date.
2. This Agreement settles any and all claims and disputes Xx. Xxxxxx has or
may have against Iroquois and its officers, directors, employees, and
agents, acting in their individual or corporate capacities, whether arising
from his employment with Iroquois or anything else.
3. A. In consideration of this Agreement and the mutual promises contained
herein, IPOC agrees to pay Xx. Xxxxxx the sum of two hundred three thousand
one hundred twenty eight dollars and no cents ($203,128.00), less
applicable withholding of taxes. Said sum shall be paid in five equal
installments to commence upon the execution of this Agreement and the
expiration of the revocation period contained in paragraph 15 of this
Agreement and then on October 31, 2003, January 30, 2004, April 30, 2004,
and July 30, 2004. In return for payment of these sums, through July 30,
2004, Xx. Xxxxxx agrees to
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cooperate fully with Iroquois with respect to any current or future
disputes, claims, actions, negotiations, litigations, arbitrations and/or
mediations arising out of the Eastchester extension project, including but
not limited to assisting in preparation of documents within his field of
expertise, providing testimony if required, and participating in
preparation meetings with Iroquois personnel, consultants, and counsel, as
required. On and after August 2, 2004, Xx. Xxxxxx will provide such
cooperation as needed in return for Iroquois's payment to Xx. Xxxxxx of a
consulting fee of $125 per hour for time spent in actual consultation with
Iroquois. For all such cooperation (both before and after August 2, 2004),
Iroquois shall pay to Xx. Xxxxxx his reasonable expenses in connection with
his services. Iroquois shall not compensate Xx. Xxxxxx for any lost wages
or salary or consulting fees in connection with his employment or retention
by any other employer. Iroquois and Xx. Xxxxxx agree that each of them will
use their best efforts to cooperate fully in scheduling Xx. Xxxxxx'x
services so as to minimize his inconvenience or disruption of future
employment.
B. In addition, IPOC shall pay to Xx. Xxxxxx the sum of eleven thousand
two hundred twenty four dollars and twenty cents ($11,224.20), to be retained
and held by IPOC, to be utilized to make monthly payments for Xx. Xxxxxx'x
medical coverage through "COBRA", commencing August 2003 to and including August
2004. Xx. Xxxxxx may choose an additional six months of COBRA coverage
thereafter, at his own expense.
4. IPOC agrees not to contest any claim that Xx. Xxxxxx may make for
unemployment insurance benefits.
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5. Xx. Xxxxxx agrees that he is receiving monetary compensation under this
Agreement, including the payments described in Paragraph 3, to which he
would not otherwise be entitled if he did not enter into this Agreement.
6. By this Agreement executed today, Xx. Xxxxxx releases Iroquois and its
officers, directors, employees, agents, shareholders, parent, subsidiary
and affiliated corporations, and employee benefit plans, from any claim he
might have or has against them, whether acting in their individual or
corporate capacities, for anything, including claims arising from his
employment, including but not limited to any claim under common law
negligence claims; the Americans With Disabilities Act of 1990, 42 U.S.C.
ss.12101 et seq.; the Occupational Safety and Health Act of 1970, 29 U.S.C.
ss.651 et seq.; the Consolidated Omnibus Budget Reconciliation Act of 1985,
I.R.C. ss. 4980B; the Family and Medical Leave Act of 1993, 29 U.S.C. ss.
2601 et seq.; the National Labor Relations Act, 29 U.S.C. ss.151 et seq.;
the Fair Labor Standards Act, 29 U.S.C. ss.201 et seq.; the Employee
Retirement Income Security Act of 1974, 29 U.S.C. ss.1001 et seq.; Title
VII of the Civil Rights Act of 1964, 42 U.S.C. ss.2000 et seq.; the Civil
Rights Act of 1991, Pub. L. No. 102-166; Sections 1981 through 1988 of
Title 42 of the United States Code, 42 U.S.C. xx.xx. 1981-1988; the Equal
Pay Act of 1963, 29 U.S.C. ss.206(d); the Age Discrimination in Employment
Act, 29 U. S. C. ss.621 et seq., as amended; the Vocational Rehabilitation
Act of 1973, 29 X.X.X.xx. 791 et seq.; Older Workers Benefit Protection
Act, 29 U.S.C. ss.626(F); Connecticut's Human Rights and Opportunities Law,
Connecticut General Statutes Chapter 814c et seq.; Connecticut
Whistleblower Laws, Title 31, Chapter 557, Part II,
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Section 31-51m, Title 4 Chapter 48, section 4-61dd, Title 16, Chapter 277,
Section 16-8a et seq.; Connecticut wage-hour and wage-payment laws,
regulations, and orders; Connecticut's Family and Medical Leave Law, Public
Act No. 96-140; and/or any other federal, state or local human rights,
civil rights, wage-hour, wage-payment (and all wage orders and
interpretations), pension, labor or other laws, rules and/or regulations,
constitutions, ordinances, public policy, contract claims (whether oral or
written, express or implied), or tort or other claim arising under the
common law, or any other claim or action instituted against Iroquois, based
upon any conduct occurring up to and including the date of the complete
execution of this Agreement, and any claim or charge of sexual harassment
or discrimination based on race, color, age, sex, marital status, sexual
orientation, conviction or arrest record, national origin, alienage or
citizenship status, religion, creed or disability which has been or could
be initiated in a federal, state or local court or administrative agency,
including but not limited to any claim for employment or reinstatement to a
position with Iroquois. Xx. Xxxxxx understands that the only rights or
claims which he has at this time which he is not releasing and waiving are
his rights to receive that which he is entitled to receive under this
Agreement.
7. This Agreement represents a negotiated settlement between Iroquois and Xx.
Xxxxxx, and Xx. Xxxxxx is entering into this Agreement knowingly and
voluntarily. Xx. Xxxxxx has had sufficient and reasonable time to review
this Agreement and consult with any attorney with whom he wished to discuss
this matter, before signing this Agreement. Xx. Xxxxxx acknowledges that if
he chooses to forego the advice of an
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attorney, he does so freely, knowingly and voluntarily, and waives any and
all future claims that such action or actions would affect the validity of
this Agreement.
8. Xx. Xxxxxx agrees that on or before July 31, 2003, he will return to
Iroquois any property of Iroquois in his possession, including, but not
limited to, computer equipment (including any hardware, software and
printers), cell phones, credit cards, beepers, keys, and identification
cards.
9. Xx. Xxxxxx agrees to keep this Agreement and each and every term thereof
confidential and shall not disclose same to any third party, except his
spouse, his accountant and his attorneys, except as may be required by law
or judicial process. Iroquois and its officers and directors agree to keep
this Agreement and each and every term thereof confidential and shall not
disclose same to any third party except as may be required by law or
judicial process.
10. Xx. Xxxxxx agrees not to disclose any confidential information made
available to or learned by him in the course of the performance of his
duties at IPOC and with respect to the business of Iroquois. The term
"confidential" means information disclosed to Xx. Xxxxxx or known, learned,
created or observed by Xx. Xxxxxx as a consequence of, or through Xx.
Xxxxxx'x employment by Iroquois concerning Iroquois and its employees,
agents, he and contractors, which is confidential, privileged, secret or
otherwise not generally known, including, but not limited to, information
concerning research, memoranda, correspondence, other printed matter,
photographs, films, reproductions, finances, billing and other related
information.
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Xx. Xxxxxx shall not take any original or copy of any document or
other papers, computer diskettes, methods, procedures, etc., containing or
disclosing such confidential information or documents or summaries
containing the substance of any part thereof. Any records prepared by Xx.
Xxxxxx or which came into Xx. Xxxxxx'x possession during the period of
employment with Iroquois are and remain the property of Iroquois and all
such records and copies thereof shall either be left with or returned to
Iroquois.
11. This Agreement shall be binding upon and inure to the benefit of the
parties hereto, their respective heirs, successors, and assigns.
12. Xx. Xxxxxx and Iroquois hereby expressly agree that it is not the intention
of either party to violate any public policy, statute or common law by the
representations, warranties and covenants contained herein. In this
connection, the parties hereto believe that the provisions of this
Agreement concerning confidentiality are fair and reasonable in light of
the relationship of Xx. Xxxxxx and Iroquois.
13. Xx. Xxxxxx agrees that he will not disparage or make derogatory remarks
concerning Iroquois or its officers, directors, employees, agents,
shareholders, parent, subsidiary and affiliated corporations, and employee
benefit plans, to any third party. Iroquois, its officers, directors and
trustees agree that they will not disparage or make derogatory remarks
concerning Xx. Xxxxxx to any third party.
14. Xx. Xxxxxx acknowledges that this settlement shall not be construed as an
admission of any fault, wrongdoing or liability whatsoever on the part of
Iroquois and its officers, directors, employees, agents, shareholders,
parent, subsidiary and affiliated
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corporations, and employee benefit plans, whether acting in their
individual or corporate capacities, and that Iroquois and its officers,
directors, employees, agents, shareholders, parent, subsidiary and
affiliated corporations, and employee benefit plans, expressly deny that
they violated any law or had any liability to Xx. Xxxxxx.
15. Xx. Xxxxxx acknowledges that he has the right, under the Age Discrimination
in Employment Act of 1967, as amended, and the Older Workers Benefit
Protection Act to revoke this Agreement for a period of seven days
following the date of its execution. To be effective, the revocation must
be in writing and received within the seven-day period by Xxxxx Xxxxxxx,
Manager of Human Resources of Iroquois, 0 Xxxxxxxxx Xxxxx, Xxxxx 000,
Xxxxxxx, XX 00000-0000. The revocation may be hand-delivered or faxed to
Xx. Xxxxxxx at (000) 000-0000 within the seven-day period. Accordingly,
this Agreement is not effective or enforceable until this seven-day period
has expired, and Iroquois shall not be obligated to comply with the terms
of the Agreement until the revocation period has expired. Unless Xx. Xxxxxx
acts in accordance with the provisions of this paragraph within the
specified revocation period, any attempt to revoke this Agreement shall be
without any effect and Iroquois shall be entitled to continue to rely on
the validity and enforceability of this Agreement.
16. As this Agreement contains a release of any claims under the Age
Discrimination in Employment Act, Xx. Xxxxxx has at least twenty-one (21)
days in which to consider this Agreement. Xx. Xxxxxx may elect to waive the
twenty-one (21) day waiting period. Xx. Xxxxxx hereby waives the twenty-one
(21) day waiting period freely and voluntarily and
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with full knowledge of his rights and after consultation with his attorney,
if any, and has initialed this paragraph to reflect such waiver. ________
17. The unenforceability or invalidity of any provision hereof shall in no way
affect the enforceability or validity of any other provision.
18. This Agreement constitutes the entire agreement between the parties and
supersedes any prior or contemporaneous agreement among the parties. This
Agreement may not be modified, altered or amended except by a written
instrument signed by the parties.
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19. The provisions of this Agreement shall be governed by and construed in
accordance with the Laws of the United States of America and State of
Connecticut. Any action in law or equity relating to this Agreement shall
be commenced in a Federal or Connecticut state court of appropriate
jurisdiction located in Connecticut.
Dated: 8/12, 2003 By: /s/ Xxxx Xxxxxx
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for E. Xxx Xxxx, President
Iroquois Pipeline Operating
Company, as agent for Iroquois
Gas Transmission System, L.P.
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
STATE OF CONNECTICUT)
ss.:
COUNTY OF FAIRFIELD)
On August 12, 2003 before me personally came Xxxxx Xxxxxx, to me known, and
known to me to be the individual described herein, and who executed the
foregoing Agreement, and duly acknowledged to me that he executed the same.
/s/ Xxx Xxxxx Xxxxxxx
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Notary Public
My commission expires 10/31/2006
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