Exhibit 10.12
SEPARATION AGREEMENT AND GENERAL RELEASE
THIS AGREEMENT is made and entered into on this 20th day of January,
1997 by and between Maritrans General Partner Inc., a Delaware corporation, with
principal offices at Philadelphia, Pennsylvania (hereinafter referred to as the
"Company"), and Xxxxxxx X. Xxxxxx (hereinafter referred to as "Xxxxxx").
WITNESSETH:
WHEREAS, the Company had employed Xxxxxx as its President - Eastern
Division; and
WHEREAS, Xxxxxx'x employment has terminated effective as of
December 17, 1996; and
WHEREAS, the Company and Xxxxxx have agreed to this Separation
Agreement and General Release, in accordance with paragraph 3(a) of the June 1,
1995, Severance and Non-Competition Agreement between the Company and Xxxxxx;
NOW, THEREFORE, in consideration of the mutual promises contained
herein, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. In consideration of Xxxxxx'x release of the Company as set forth
below, the Company shall: (a) continue to pay Xxxxxx'x salary at the annualized
rate of one hundred seventy thousand dollars ($170,000.00), less withholdings,
and deductions required by law, for a period of thirteen pay periods beginning
with the date of execution, consistent with the Company's ordinary bi-weekly
payroll practices; (b) provide Xxxxxx with a written letter of reference in the
form attached hereto as Exhibit A, and respond to oral requests for references
in a manner that is consistent with the attached reference letter; and (c) pay
Xxxxxx a lump sum amount equal to six (6) days of accrued, unused vacation pay
from 1996, less withholdings and deductions required by law.
2. Xxxxxx agrees and acknowledges that the Company, on a timely
basis, has paid or agreed to pay to Xxxxxx all amounts due and owing as a
result of Xxxxxx'x prior services, and a1l amounts due and owing under the
terms of the Severance and Non-Competition Agreement, and Xxxxxx agrees further
that the Company has no obligation, contractual or otherwise to Xxxxxx except
as provided herein, nor does the Company have any obligation to hire, rehire or
re-employ Xxxxxx in the future or to pay him any compensation or benefits
except as provided herein, provided that Xxxxxx shall have the right to
continue to participate in the Company's group medical plan at his own expense
to the extent and for the duration required under COBRA, 29 U.S.C. Section
1161 et al.
3. In full and complete settlement of any claims that Xxxxxx
may have against the Company, including any possible violations of the Age
Discrimination in Employment Act, 29 U.S.C. Section 621 et seq., ("ADEA") in
connection with the termination of his employment, and for and in consideration
of the undertakings of the Company described herein, Xxxxxx does hereby REMISE,
RELEASE, AND FOREVER DISCHARGE the Company, its officers, directors,
shareholders, parent and affiliated companies, partners, employees and agents,
and their respective successors and assigns, heirs, executors and
administrators (hereinafter also included within the term "Company"), of and
from any and all manner of actions and causes of actions, suits, debts, claims
and demands whatsoever in law or in equity, which Xxxxxx ever had, now has, or
hereafter may have, or which Xxxxxx'x heirs, executors or administrators
hereafter may have, by reason of any matter, cause or thing whatsoever from the
beginning of Xxxxxx'x employment and the underlying negotiations and
discussions to the date of this Agreement, and particulary, but without
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limitation of the foregoing general terms, any claims arising from or relating
in any way to Xxxxxx'x employment relationship with the Company and the
termination of that employment relationship, including but not limited to, any
claims which have been asserted, could have been asserted, or could be asserted
now or in the future under any federal, state or local laws, including any
claims under the ADEA, Title VII of the Civil Rights Act of 1964, 42 U.S.C.
Section 2000e et seq., ("Title VII"), the Pennsylvania Human Relations Act, 43
P.S. Section 951 et seq., and any common law claims now or hereafter recognized
and all claims for counsel fees and costs.
4. Xxxxxx further agrees and covenants that neither he, nor
any person, organization or other entity on his behalf, will file, charge,
claim, xxx or cause or permit to be filed, charged, or claimed, any action for
damages, including injunctive, declaratory, monetary or other relief against
the Company, involving any matter occurring at any time in the past up to the
date of this Agreement, or involving any continuing effects of any actions or
practices which may have arisen or occurred prior to the date of this
Agreement.
5. Xxxxxx further agrees and covenants that he will not in
any way communicate the terms of this Agreement to any person other than his
immediate family, attorneys, tax advisors or governmental authorities (only if
necessary, by reason of any lawful civil process not initiated by Xxxxxx, or
to evidence his rights hereunder in any proceeding involving this Agreement,
or to support any tax reporting position taken by him with respect to the
matters referred to in this Agreement) and that he and the Company will not
disparage the name, business reputation or business practices of the other.
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6. Xxxxxx hereby agrees and acknowledges that the Company has
the right to condition his receipt of severance pay on the execution of a
general release in a form that is satisfactory to the Company and its counsel,
and that but for this Separation Agreement and General Release, Xxxxxx would
have no entitlement to severance pay or any other compensation or benefits after
the effective date of the termination of his employment.
7. Xxxxxx hereby certifies that he has read the terms of this
Agreement, that he has been advised and is advised herein to consult with an
attorney, which he has done, and that he understands its terms and effects.
Xxxxxx acknowledges, further, that he is executing this Agreement of his own
volition with a full understanding of its terms and effects and with the
intention of releasing all claims recited herein in exchange for the
consideration described herein, which he acknowledges is adequate and
satisfactory to him. The Company has made no representations to Xxxxxx
concerning the terms or effects of this Agreement other than those contained in
this Agreement.
8. Xxxxxx hereby acknowledges that he was presented with this
Agreement on December 17, 1996, and that he was and is hereby informed that he
has the right to consider this Agreement and the release contained herein for a
period of at least twenty-one (21) days prior to execution. Xxxxxx also
understands that he has the right to revoke this Agreement for a period of seven
(7) days following execution, by giving written notice to the Company at 0000
Xxx Xxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000, in which event the provisions of this
Agreement shall be null and void, and the parties shall have the rights,
duties, obligations and remedies afforded by applicable law.
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9. This Agreement shall be interpreted and enforced under the laws of
the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
ATTEST: MARITRANS GENERAL PARTNER INC.
/S/ Xxxx X. Xxxxxxx BY: /S/ Xxxxxxx X. Xxx Xxxx
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SECRETARY
/S/ Xxxxxx Xxxxxx /S/ Xxxxxxx X. Xxxxxx
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WITNESS XXXXXXX X. XXXXXX
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EXHIBIT A
TO WHOM IT MAY CONCERN
Re: Xxxxxxx X. Xxxxxx
Xxxx Xxxxxx was employed by Maritrans from May 1995 through December 1996.
During that time, he was the President of Maritrans' Eastern Division, the
Company's largest division. He had profit and loss responsibility, and provided
leadership and oversight to a fleet of approximately twenty-five tugs and barges
which operate along the East Coast, in the Philadelphia Harbor and the
Chesapeake Bay. The division had assets in excess of $100 million. He also was
responsible for our three petroleum terminal locations in Philadelphia and
Maryland. Fran's management strengths and experience in petroleum distribution
and marketing made him a logical choice for this important post.
Xxxx reported directly to me in his division leadership role and in his role on
a number of task teams and committees. As a member of Maritrans' Operating
Committee, Xxxx was integral to our planning and strategic initiatives. I-Es
thoughtful, analytical demeanor was an asset to our team and to our shift in
strategic direction.
It is with great regret that Xxxx was not able to stay in Philadelphia for
family reasons and left to pursue other interests. His parting was an amicable
one, and we support Xxxx in his search for another opportunity which more
closely matches his location requirements. Please do not hesitate to call me at
any time should you wish further information about his employment with
Maritrans. I can be reached at (000) 000-0000.
Sincerely,
MARITRANS INC.
Xxxxxxx X. Xxx Xxxx
Chairman and Chief Executive Officer
