RELEASE AGREEMENT
This Release Agreement is made this 19th day of August, 1999 by and
between Equitable Resources, Inc., a Pennsylvania corporation having a business
address at Xxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxx, Xxxxxxxxxxxx, 00000 (the
"Company") and Xxxxxxx X. Xxxxxxx (the "Employee").
WITNESSETH
WHEREAS, Employee desires to voluntarily resign from the Company to
pursue other opportunities;
WHEREAS, The Company desires an orderly transition in light of the
Employee's resignation; and
WHEREAS, the parties desire to settle any and all matters relating to
Employee's employment and the termination thereof;
NOW, THEREFORE, the Company and Employee, in consideration of the
premises, covenants and agreements contained herein and each intending to be
legally bound, agree as follows:
1. Employee resigns his employment with the company effective August
20, 1999 ("Termination Date").
2. This Release Agreement is not, and should not be construed as, an
allegation or admission on the part of either Employee or the Company that
either of them has acted unlawfully or has violated any federal, state or local
law, rule or regulation.
3. In consideration for the Employee's covenants hereunder, the Company
agrees to provide the following:
a. A lump sum payment of $50,000 payable through the normal pay
process on September 1, 1999 and, a second lump sum payment of
$50,000 payable not later than February 15, 2000. Both payments
will be subject to normal withholdings.
b. Medical, dental and vision coverage for a maximum of twelve (12)
months or until replacement coverage is established. Employee
monthly co-payment for the actual months of coverage will apply.
Employee will notify the Company once replacement coverage has
been obtained.
c. A payment equal to $332,852 to be paid September 1, 1999 in lieu
of vested stock options (21,000 options) under the Long -Term
Incentive Plan and vested shares (3,454 shares) under the
Executive Retention Plan, all of which, both options and shares,
are forfeited.
Other than the foregoing payments, Employee shall be entitled to no
additional payments or benefits, including but not limited to those programs
outlined in Exhibit A attached hereto.
4. In return for the consideration described herein, Employee, on
behalf of himself and his heirs, executors, representatives, estates and
assigns, voluntarily and irrevocably releases the Company, its subsidiaries,
predecessors, affiliates, shareholders, and their respective officers,
directors, employees, agents, attorneys, successors and assigns (severally and
collectively called "Releasees") from any and all claims (known and unknown)
which Employee has or might have against any of the Releasees arising in any
manner at any time up to the effective date of this Release Agreement. This
release includes, without limitation, claims which Employee has or might have
involving his employment with any of the Releasees, the termination of that
employment or its timing or the terms and conditions of that employment. This
includes, without limitation, any claim arising under any constitution, law,
statute, ordinance, regulation, rule, guideline, or common-law theory, and
specifically all claims arising under all state, federal or local employment
discrimination or wrongful discharge laws, regulations or common-law theories,
including, but not limited to, Title VII of the Civil Rights Act of 1964, the
Employee Retirement Income Security Act of 1974, the Americans With Disabilities
Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers
Benefit Protection Act, and the Pennsylvania Human Relations Act, as well as any
claim for breach of contract or wrongful discharge, or otherwise for any reason
arising prior to the effective date of this Agreement. Employee also releases
all Releasees from any and all claims for the fees, costs and expenses of any
attorneys who have at any time represented Employee (or are now representing
Employee) in connection with this Agreement or in connection with any matter
released in this Agreement.
5. Employee agrees not to file a lawsuit against any of the Releasees
in any court of the United States or any State thereof concerning any matter
released in this Release Agreement. Notwithstanding any other language in this
Release Agreement, the parties understand that this Release Agreement does not
prohibit Employee from filing an administrative charge of alleged employment
discrimination under Title VII of the Civil Rights Act of 1964, the Age
Discrimination in Employment Act of 1967, the Americans with Disabilities Act of
1990 or the Equal Pay Act of 1963. Employee, however, waives his right to
monetary or other recovery should any federal, state or local administrative
agency pursue any claims on his behalf arising out of or relating to his
employment with and/or separation from employment with any of the Releasees.
This means that by signing this Release Agreement, Employee will have waived any
right he had to bring a lawsuit or obtain a recovery if an administrative agency
pursues a claim against any of the Releasees based on any actions taken by any
of the Releasees up to the date of the signing of this Release Agreement, and
that Employee will have released the Releasees of any and all claims of any
nature arising up to the date of the signing of this Agreement.
6. If Employee files suit against any of the Releasees in breach of the
release and covenant not to xxx, then Employee shall pay to the Company all
attorneys' fees and expenses incurred by the Company in connection therewith
plus interest at the legal rate. This provision is not intended to limit
Employee's liability to the Company if the actual damages to the Company exceed
these costs.
7. In exchange for the payments outlined in paragraph 3(a), Employee
agrees to attend the two (2) remaining regularly scheduled Board of Directors
and Audit Committee meetings, if requested to do so by the Company and if notice
is given to Employee at least ten (10) days prior to the meeting. In addition,
Employee agrees to provide other consulting services to the Company as it may
request for the purpose of ensuring an orderly transition of all Y2K related
matters. The Company shall compensate the Employee for his services at $250.00
per hour for meetings and consulting services, and he shall be reimbursed for
reasonable business travel expenses.
8. Employee acknowledges that Employee has been advised to consult with
an attorney about this Agreement prior to signing it and that Employee has had a
full and fair opportunity to consult with an attorney if Employee desired to do
so. Employee further acknowledges that Employee has been given at least 21
calendar days in which to consider this Agreement and to make a decision as to
whether to accept it.
9. Within seven (7) calendar days after signing this Release Agreement,
Employee may change his mind and revoke his acceptance by delivering a
revocation in writing to Equitable Resources, Inc., One Oxford Centre, Suite
3300, 000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx, 00000, Attention: Xxxx X.
Xxxxxx - Director, Human Resources. This Release Agreement shall not become
effective or enforceable until that seven-day revocation period has expired.
10. This Release Agreement contains the entire agreement of the parties
relating to Employee's employment and termination of employment. There are no
representations or terms relating thereto other than those set forth in this
written Release Agreement. This Release Agreement and the rights of the parties
relating to the subject matter hereof shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.
11. If any of the provisions of this Release Agreement are declared or
determined by any court to be invalid or unenforceable for any reason, the
remaining provisions and portions of this Release Agreement -- at the company's
sole option -- shall be unaffected thereby and shall remain in full force to the
fullest extent permitted by law.
12. EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS CAREFULLY READ AND FULLY
UNDERSTANDS ALL OF THE PROVISIONS OF THIS RELEASE AGREEMENT, AND THAT EMPLOYEE
IS VOLUNTARILY EXECUTING AND ENTERING INTO THIS RELEASE AGREEMENT, WITH FULL
KNOWLEDGE OF ITS SIGNIFICANCE AND INTENDING TO BE LEGALLY BOUND BY IT.
13. Employee acknowledges his continuing obligation under Company
policy and common law during employment and following termination thereof to
preserve the Company's confidential information and to return all Company
property promptly after termination of employment.
IN WITNESS WHEREOF, the Company has caused this Release Agreement to be
executed by its officers thereunto duly authorized, and the Employee has
hereunto set his hand, all as of the day and year first above written.
ATTEST: EQUITABLE RESOURCES, INC.
/s/ X. X. Xxxxxxx /s/ X. X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Senior Vice President and
Chief Administrative Officer
WITNESS: EMPLOYEE:
/s/ Xxxx X. Xxxxxx /s/ X. X. Xxxxxxx
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