Agreement dated January 13, 2010, by and between Erie Indemnity Company and George R. Lucore.
Exhibit 10.126
Agreement dated January 13, 2010, by and between Erie Indemnity Company and Xxxxxx X. Xxxxxx.
AGREEMENT
This
AGREEMENT (the “Agreement”), dated as of the 13th day of January 2010, is by
and between ERIE INDEMNITY COMPANY, a Pennsylvania corporation with its principal
place of business at 000 Xxxx Xxxxxxxxx Xxxxx, Xxxx, Xxxxxxxxxxxx 00000 (together with its
subsidiaries and affiliated companies, referred to hereinafter as the “Company”), and
XXXXXX X. XXXXXX of 000 Xxxx Xxxx, Xxxxxxxx, XX 00000 (the “Employee”).
RECITALS:
WHEREAS, the Employee is employed as Executive Vice President — Field Operations
of the Company; and
WHEREAS, the Company and the Employee desire to memorialize in this Agreement
the Employee’s retirement and related termination of his employment with the Company, and to
completely resolve all matters arising out of his employment and termination of that
employment.
NOW, THEREFORE, in consideration of the promises and mutual covenants contained
herein, and intending to be legally bound hereby, the Employee and the Company agree as
follows:
1. Effective Date; Payments Conditioned on General Releases.
(a) Except for Section 2 below, which shall be effective upon signing of this
Agreement by the Employee, all of the other terms of this Agreement shall not become effective
or enforceable until the seven (7) calendar day revocation period referred to in Section 6(d)
below has expired without the Employee revoking this Agreement as set forth in Section 6(d).
(b) Furthermore, the consideration described in Sections 4(b), (c) and (d)
below shall not be owing and payable to the Employee unless and until: (i) this Agreement has
become effective as provided in Section 1(a) above, and (ii) the Employee’s employment is not
terminated before the end of the Transition Period (as defined in Section 2(c) below), and (iii)
within twenty-one (21) calendar days after the termination of the Employee’s employment
including termination by resignation or retirement, the Employee: (A) executes a second waiver
and release in the form attached to this Agreement as Exhibit A, except that the second waiver
and release shall be effective as of the date of termination of the Employee’s employment
including termination by resignation or retirement, and (B) the second seven (7) calendar day
revocation period for the second waiver and release expires without the Employee revoking the
second waiver and release as set forth in Section 6(e) below.
2. Resignation as Officer; Retirement; and Termination of Employment.
(a) The Employee hereby resigns from his position as Executive Vice
President — Field Operations of Erie Indemnity Company and each of its subsidiaries and
affiliated companies, effective as of 11:59 p.m. Erie time on March 31, 2010, and the Company
hereby accepts that resignation.
(b)The Employee hereby resigns as an employee of the Company, effective
as of 11:59 p.m. Erie time on March 31, 2010, and the Company hereby accepts that resignation.
Following his resignation, the Employee, for all purposes, shall be deemed a retired employee.
Upon his retirement, the Employee hereby also resigns as a member of all Boards of Directors of
any of the Company’s subsidiaries and affiliated companies and from any and all positions he
currently holds with any third parties as the Company’s representative or at the Company’s
request.
(c) During the period from the date of this Agreement, through March 31,
2010 (the “Transition Period”), the Employee will remain an employee of the Company with the
same officer title, job description and responsibilities, and compensation and benefits which he
currently has. The Company shall terminate the Employee’s employment during this Transition
Period only for “good cause”, with or without notice.
(d) For purposes of Section 2(c) above, the term “good cause” shall have the
following meaning: (i) the Employee’s deliberate and intentional breach of any material
provision of this Agreement, which breach the Employee shall have failed to cure within fifteen
(15) calendar days after the Employee’s receipt of written notice from the Company specifying
the nature of the Employee’s breach, (ii) the Employee’s deliberate and intentional engagement
in gross misconduct that is materially and demonstrably inimical to the best interests of the
Company, or (iii) the Employee’s conviction of, or plea of guilty or nolo contendere to,
a felony or any crime involving moral turpitude, fraud, deceit, or financial impropriety.
3. Ongoing Cooperation.
(a) During the period from April 1, 2010 through December 31, 2010, the
Employee agrees to use his best efforts to assist, advise and cooperate with the Company, if the
Company so requests, with respect to the transition of Employee’s duties and responsibilities to
others within the Company, and on issues that arose or were in any way developing during his
employment with the Company, subject to Employee’s availability given his employment, if any,
and personal obligations at that time. The level of services the Employee will perform under this
Section 3 shall be no more than 20 percent of the average level of services he performed before
his retirement, and the Company anticipates a level of services significantly below that
20 percent limit.
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(b) During the period referred to in Section 3(a) above, the Employee shall
furnish such assistance, advice or cooperation to the Company as the Company shall reasonably
request and as is within the Employee’s reasonable capability. Such assistance, advice and
cooperation may include, but shall not be limited to, (i) consulting with the Company regarding
its relations with its independent insurance agents, (ii) attending meetings with such agents, and
(iii) preparing for, or the conduct of, any litigation, investigation or proceeding involving
matters or events which occurred during the Employee’s employment by the Company as to which the
Employee’s knowledge or testimony may be important to the Company. In connection with the
preparation for, or the conduct of, such litigation, investigation or proceeding as described in
the preceding sentence, the Employee shall promptly provide the Company with any records or other
materials in his possession that the Company shall request in connection with the defense or
prosecution of such litigation, investigation or proceeding.
(c) The Employee shall not receive any compensation for any assistance,
advice or cooperation requested by the Company under this Section 3; however, the Company
shall pay or reimburse the Employee for his travel expenses reasonably incurred in the course of
providing such assistance, advice or cooperation. The Company shall make such payment or
reimbursement within thirty (30) days of receipt of reasonable substantiating documentation
from the Employee.
4. Consideration.
(a) In consideration of the execution and performance of this Agreement by
the Employee, and subject to the remaining provisions of this Section 4, the Company shall
continue to pay the Employee his current bi-weekly salary and continue to provide existing
health and related benefits from the date of this Agreement through the date of his retirement.
(b) Assuming Employee is in compliance with the terms of this Agreement up
through October 31, 2010, he will be entitled to a special retirement payment of $400,000 from
the Company, which is an amount to which Employee is not entitled as an employee of the
Company or otherwise. Such payment will be paid on November 12, 2010.
(c) In the event of the Employee’s death before payment of the special
retirement payment described in Section 4(b) above, the Company shall pay that amount to the
beneficiary or beneficiaries of the Employee as designated by the Employee, and the
Company’s obligations under Section 4(b) shall cease; provided, however, that if the Employee has not
designated a beneficiary, or if no such designated beneficiary survives the Employee, the
Company shall pay that amount to the executor or administrator of the Employee’s estate. Such
payment shall be made within ninety (90) calendar days after the Employee’s death upon a date
determined by the Company.
(d) Assuming Employee is and remains in compliance with the terms of this
Agreement, the Company shall continue or cause to be continued the coverage of the Employee
(and the Employee’s previously covered dependents, if any) under the Company’s Health
Protection and Prescription Plan (“Health Plan”), upon substantially the same terms and
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conditions (including the required employee contribution, if any) as apply to comparably situated
active employees, for the period from the effective date of his
retirement through his 65th
birthday (the “Covered Period”). If the Employee and his previously covered dependents, if any,
are not eligible for continued coverage under the Health Plan, they shall be covered during the
Covered Period under an individual health insurance policy, or, if applicable, to reimbursement
by the Company for their medical and prescription drug expenses, as more fully described below.
The Company’s obligation with respect to all such coverages, including any coverages
that are not provided under an insured plan, is conditioned on the Employee’s duly electing, and
then paying the cost of, COBRA coverage throughout the available COBRA continuation
coverage period. The Company shall reimburse the Employee for the cost of COBRA coverage,
to the extent it exceeds the required contribution at that time of a comparably situated active
employee. The Company shall pay such reimbursement within ninety (90) days after its receipt
of documentation of payment by the Employee, but in no event later than the end of the calendar
year following the year in which the expense was incurred.
If, after the end of the available COBRA continuation period, the continuation of any
coverage identified above is not reasonably available pursuant to the applicable insurance policy
or plan:
| (A) | The parties will cooperate and use their best efforts to obtain an individual policy that provides the Employee (and his previously covered dependents, if any) substantially equivalent coverage, and the Company will pay the premiums on any such individual policy for the Covered Period, to the extent in excess of the required employee contribution paid at that time by comparably situated active employees. | ||
| (B) | If an individual policy cannot be obtained despite the parties’ cooperative best efforts, the Company shall reimburse the Employee for any medical expense he and his previously covered dependents, if any, incur during the remainder of the Covered Period, provided that such expense would have been reimbursed by the Health Plan, and provided the Employee has paid to the Company an amount equal to the required employee contribution paid at that time by comparably situated active employees for such period. The Company shall pay such reimbursement within ninety (90) days after its receipt of reasonable documentation of the expense, but in no event later than the end of the calendar year following the year in which the expense was incurred. |
(e) All payments under this Section 4 shall be subject to applicable
deductions. For the purposes of this Agreement, “applicable deductions” shall include, but shall
not be limited to, any federal, state, or local taxes determined by the Company to be required to
be withheld from amounts paid to the Employee pursuant to this Agreement or otherwise due
from the Company and any other amounts that the Company may be legally required to deduct
from his earnings or that Employee authorizes to be deducted.
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(f)
Except as provided in this Agreement, the Employee agrees that he is not
entitled to any other compensation including, but not limited to, salary or bonuses, perquisites,
or benefits of any kind or description from the Company, or from or under any employee benefit
plan or fringe benefit plan sponsored by the Company, other than as described in this
Section 4 and other than payment of his:
(i)
vested accrued unpaid vacation time as of the date of his retirement;
(ii)
unused sick time as of the date of his retirement for which he will be paid 20%
of his daily salary rate for each full unused sick day, up to a maximum payment of
$20,000;
(iii)
vested accrued benefits, if any, under the Erie Insurance Group Retirement
Plan for Employees;
(iv)
vested accrued benefits, if any, under the Erie Insurance Group Employee
Savings Plan;
(v) vested accrued benefits, if any, under the Erie Insurance Group Deferred
Compensation Plan;
(vi)
vested accrued benefits, if any, under the 2009 Annual Incentive Plan
(“AIP”);
(vii) vested
accrued benefits, if any, under the 2010 AIP;
(viii) vested accrued benefits, if any, under the Long-Term Incentive Plan
(“LTIP”) for each of the three-year performance periods 2007-2009, 2008-2010, 2009-2011 and 2010-2012; and
(ix) vested accrued benefits, if any, under the Supplemental Employee Retirement
Plan (“SERP”).
Any payments under any of the plans or practices listed in clauses (i) through (ix) above,
including but not limited to the AIP, the LTIP and the SERP, shall be in accordance with the
terms of such plan or practice, including the payment of any benefits on a pro rata basis, and the
Company’s decisions with respect thereto shall be final and binding on Employee.
(g) The consideration paid by the Company to the Employee pursuant to this
Agreement shall be in compromise, settlement and full satisfaction of any and all Claims, as
defined in Section 5 below, that the Employee has, or may have, against the Company or other
Releasees, as defined in Section 5 of this Agreement, arising out of the Employee’s employment
with the Company or its affiliates, the termination of such employment, and any and all matters
of any nature related to the Employee’s employment with the Company and the termination of
that employment.
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5. Waiver and General Release.
(a) The Employee, for himself, his heirs, successors and assigns, and in
consideration of the payments to be made by the Company pursuant to Section 4 (b) and (d)
above, does hereby forever discharge and release the Company, and its corporate parents,
subsidiaries, affiliated companies, companies with common management, ownership or control,
successors, assigns, insurers and reinsurers, attorneys, and insurance agents, and all of their
officers, directors, shareholders, employees, agents and representatives, in their official and
individual capacities (collectively referred to as “Releasees”), from any and all claims, demands,
causes of action, damages, charges, complaints, grievances, expenses, compensation and remedies
which the Employee now has or may in the future have on account of, or arising out of, any matter
or thing which has happened, developed or occurred before the date of this Agreement
(collectively “Claims”) including, but not limited to, all Claims arising from the Employee’s
employment with the Company or any of its affiliated companies, the termination of such
employment, any and all relationships or dealings between the Employee and the Company or any
of the other Releasees, the termination of any such relationships and dealings, and any and all
other Claims the Employee may have against the Company or any of the other Releasees. The
Employee hereby waives any and all such Claims including, but not limited to, all charges or
complaints that were or could have been filed with any court, tribunal or governmental agency,
and any and all Claims not previously alleged including, but not limited to, any Claims under the
following: (i) Title VII of the Civil Rights Act of 1964, as amended; (ii) the Equal Pay Act of
1963; (iii) the Age Discrimination in Employment Act (ADEA), as amended; (iv) except as
otherwise provided in Section 4(f) above, the Federal Employee Retirement Income Security Act
of 1974 (ERISA), as amended; (v) the Americans With Disabilities Act (ADA), as amended; (vi)
Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, as amended; (vii) any other federal statutes, rules,
regulations, executive orders or guidelines of any description; (viii) any and all state statutes,
rules, regulations, executive orders or guidelines of any description under Pennsylvania law, or
the law of any other state, including, but not limited to, the Pennsylvania Human Relations Act, as
amended; the Pennsylvania Equal Pay Law; the Pennsylvania Wage Payment and Collection Law;
(ix) any and all local laws, rules, regulations, executive orders or guidelines of any description
including, but not limited to, the Erie County Human Relations Ordinance; and (x) any rule or
principle of equity or common law including, but not limited to, any Claim of defamation,
conversion, interference with a contract or business relationship, any other intentional or
unintentional tort, any Claim of loss of consortium, any Claim of harassment or retaliation, any
claim for breach of contract or implied contract, any claim for breach of covenant of good faith
and fair dealing, and any whistle-blower Claim. This release, discharge and waiver shall be
hereinafter referred to as the “Release.”
(b) The Employee specifically understands and agrees that the termination of
his employment does not violate or disregard any oral or written promise or agreement of any
nature whatsoever, express or implied. If any contract or agreement exists concerning the
employment of the Employee by the Company or the terms and conditions of such employment
or the termination of such employment, whether oral or written, express or implied, that contract
or agreement is hereby terminated and is null and void.
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(c)
The Employee agrees that this Release may be enforced in federal, state or
local court and before any federal, state or local administrative agency or body.
(d) Nothing in the Release is intended to release any of the Employee’s vested
retirement benefits.
6. Additional Terms.
(a) The Employee represents that he has not filed or caused to be filed, and
agrees that he will not file or cause to be filed, any lawsuit of any kind in any federal, state or
local court arising out of, or relating to, his employment with the Company, the terms and
conditions of that employment, or the termination of his employment.
(b) The Employee agrees that he has not sustained any disabling personal
injury and/or occupational disease which has resulted in a loss of wage earning capacity during
his employment with the Company and that he has no personal injury and/or occupational
disease which has been contributed to, or aggravated or accelerated in a significant manner by
his employment with the Company.
(c) The Employee represents and warrants that the Company has encouraged
and advised the Employee in writing, prior to signing this Agreement, to consult with an attorney
of his choosing concerning all of the terms of this Agreement.
(d) This Agreement may be revoked by the Employee within seven (7)
calendar days after the date this Agreement is signed by the Employee, by giving written notice
of revocation to Xxxxx X. Xxxxxx, Executive Vice President, Secretary and General Counsel of
the Company at 000 Xxxx Xxxxxxxxx Xxxxx, Xxxx, Xxxxxxxxxxxx 00000,
through either hand-delivery
or via Certified or Registered U.S. Mail, postage prepaid, return receipt requested.
(e) The second waiver and release referenced in Section 1(b)(iii) above may
be revoked by the Employee within seven (7) calendar days after that second waiver and release
is signed by the Employee giving written notice of revocation to Xxxxx X. Xxxxxx, Executive
Vice President, Secretary and General Counsel of the Company at 000 Xxxx Xxxxxxxxx Xxxxx,
Xxxx, Xxxxxxxxxxxx 00000, through either hand-delivery or via Certified or Registered U.S. Mail,
postage prepaid, return receipt requested.
(f) The Employee represents and warrants that the Company has given him a
reasonable period of time of at least twenty-one (21) calendar days to consider all the terms of
this Agreement and for the purpose of consulting with an attorney, if the Employee so chooses.
A copy of this Agreement was first given to the Employee on December 22, 2009. If this
Agreement has been executed by the Employee prior to the end of the twenty-one (21) calendar
day period, the Employee represents that he has freely and willingly elected to do so.
(g) This Agreement provides the Employee sums and benefits to which he is
not entitled as an employee of the Company or otherwise.
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(h) Nothing contained in this Agreement is intended to be an admission of
any fault, wrongdoing, or liability on the part of the Company, and nothing contained in this
Agreement may be deemed, construed, or treated in any respect as such an admission. The
Company specifically denies any fault, wrongdoing or liability toward the Employee. This
Agreement was reached by the parties for reasons deemed good and sufficient by the Company
and the Employee.
7. Non-Disparagement.
(a) The Employee agrees that he shall refrain from demeaning, criticizing or
deriding the Company, his employment experience with the Company, the products and services
of the Company and/or the Company’s shareholders, directors, officers, managers, insurance
agents and employees.
(b) The Company agrees that its officers shall refrain from demeaning,
criticizing or deriding the Employee in any way related to his employment with the Company;
provided, however, that the provisions of this Section 7(b) shall not in any way prohibit the
officers of the Company from internally discussing work-related performance issues related to
the Employee that have been, or may be, discovered during the normal business operations of the
Company.
8. Confidentiality of Information and Non-Disclosure.
(a) The Employee agrees that he will not, directly or indirectly, without the
express written approval of the Company, unless directed by applicable legal authority
(including any court of competent jurisdiction, governmental agency having supervisory
authority over the business of the Company or its subsidiaries, or any legislative or
administrative body having supervisory authority over the business of the Company or its
subsidiaries) having jurisdiction over the Employee, disclose to or use, or knowingly permit to be
so disclosed or used, for the benefit of himself, any person, corporation or other entity other
than the Company (i) any proprietary or non-public information concerning any of the Company’s
policies, practices and procedures; financial matters; customer and insurance agent relationships;
competitive status; supplier matters; internal organizational matters; current or future plans; or
other business affairs of or relating to the Company, its subsidiaries or affiliated or related
parties or any of its insurance agents; (ii) any non-public personal information concerning any of the
Company’s employees, or any of its insurance agents or customers; (iii) any proprietary
management, operational, trade, technical or other secrets or any other proprietary information or
other data of the Company, its subsidiaries or affiliated or related parties or any of its
insurance agents; or (iv) any other information related to the Company, its subsidiaries or affiliated or
related parties or any of its insurance agents, or any other information which the Employee
should reasonably believe will be damaging to the Company, its subsidiaries or affiliated or
related parties or any of its insurance agents, which has not been published and is not generally
known outside of the Company. The Employee acknowledges that all of the foregoing
8
constitutes confidential and proprietary information which is the exclusive property of the
Company.
(b) The Employee acknowledges and agrees that any breach of this Section 8
will result in immediate and irreparable harm to the Company and that the Company cannot be
reasonably or adequately compensated by damages in an action at law. In the event of a breach
by the Employee of the provisions of this Section 8, the Company shall be entitled, to the extent
permitted by law, immediately to cease to pay or provide the Employee or the Employee’s
beneficiaries any compensation or benefit being, or to be, paid or provided to the Employee
pursuant to this Agreement and also to obtain immediate injunctive relief restraining the
Employee from conduct in breach of the covenants contained in this Section 8. Nothing herein
shall be construed as prohibiting the Company from pursuing any other available remedies for
such breach, including the recovery of damages from the Employee.
9. Breach of Agreement. The Employee agrees that if he violates any of the
terms of this Agreement, the Company may pursue whatever rights it has under this Agreement,
whether in law or in equity, without affecting the validity and enforceability of the Release
contained in Section 5 above.
10. Company Property, Records, Files and Equipment. The Employee at the
request of the Company will return to the Company all Company property, records, files, and any
other Company owned equipment in his possession.
11. Confidentiality of Agreement. The Employee and the Company each agrees to
keep confidential the terms of this Agreement, and their performance hereunder, and not disclose
this information henceforth to anyone other than the United States Securities and Exchange
Commission; the United States Internal Revenue Service; state or local tax authorities; the
Employee’s family; and their respective attorneys, accountants and tax advisors, who also shall
be bound by this confidentiality obligation. The foregoing shall not prohibit or restrict such
disclosure as is required by law or may be necessary for the prosecution of claims relating to the
performance or enforcement of this Agreement. Each party agrees to provide the other party
with as much notice as possible that it has been requested or compelled to make disclosures, and
shall use their (or their counsel’s) best efforts to ensure that if any disclosure occurs, it is
done in a manner designed to maintain the confidentiality of this Agreement to the fullest extent
possible.
12. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Pennsylvania applicable to contracts
executed in and to be performed in Pennsylvania without regard to its conflicts of laws
provisions. The Company and the Employee each hereby irrevocably and unconditionally
consent to submit to the exclusive jurisdiction of the courts of the Commonwealth of
Pennsylvania located in the County of Erie, Pennsylvania, and to the United States District Court
9
for the Western District of Pennsylvania located in Erie County for any litigation arising out of,
or relating to, this Agreement or the transactions contemplated hereby. Any legal action relating
to this Agreement shall be brought in the courts of the Commonwealth of Pennsylvania located
in the County of Erie, Pennsylvania and/or in the United States District Court for the Western
District of Pennsylvania located in Erie County, and the parties irrevocably and unconditionally
waive and will not plead or claim in any such court that venue is improper or that such litigation
has been brought in an inconvenient forum.
13. Waiver. The waiver by the Company or the Employee of any breach by the other
party hereto of any provision of this Agreement shall not operate, or be construed as, a waiver of
any other or subsequent breach by a party hereto.
14. Assignment. This Agreement shall be binding upon and inure to the benefit of
the successors and assigns of the Company, and the Company shall be obligated to require any successor to expressly acknowledge and assume its obligations hereunder. This Agreement shall
also be binding on and inure to the benefit of the Employee and his legal representatives,
executors, administrators, successors, heirs, distributees, devisees and legatees. The Employee
may not delegate any of his duties, responsibilities, obligations or positions to any other person,
and any such purported delegation by the Employee shall be void and of no force and effect.
15. Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be invalid under applicable law, such provision shall be
invalid only to the extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.
16. Notices. Any notices required or permitted to be given under this Agreement,
other than written notice of revocation that is governed by Section 6(d) above, shall be sufficient
if in writing, and if hand-delivered or sent by First Class, Certified or Registered U.S. Mail,
postage prepaid, return receipt requested, as follows: in the case of the Employee, to his
principal residence address at 000 Xxxx Xxxx, Xxxxxxxx, XX 00000 (or such other address the
Employee notifies the Company of in writing), and in the case of the Company, to Xxxxx X.
Xxxxxx, Executive Vice President, Secretary and General Counsel, 000 Xxxx Xxxxxxxxx Xxxxx,
Xxxx, XX 00000.
17. Entire Agreement. This Agreement constitutes the entire agreement of the
Company and the Employee relating to the subject matter hereof and supersedes any obligations
of the Company under any previous agreements or arrangements, except as otherwise provided
in this Agreement. The provisions of this Agreement may not be amended, modified, repealed,
waived, extended or discharged except by an agreement in writing signed by the party against
whom enforcement of any amendment, modification, repeal, waiver, extension or discharge is
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sought. This Agreement may be executed in one or more counterparts (including by facsimile
signature), all of which shall be considered one and the same instrument, and shall be fully
executed when all of the counterparts have been signed by, and delivered to, each party.
18.Headings. The descriptive headings used herein are used for convenience of
reference only and shall not constitute a part of this Agreement.
THE EMPLOYEE HEREBY EXPRESSLY WARRANTS AND REPRESENTS
THAT, BEFORE ENTERING INTO THIS AGREEMENT, HE HAS BEEN GIVEN A
REASONABLE PERIOD OF TIME WITHIN WHICH TO CONSIDER ALL OF THE
PROVISIONS CONTAINED IN THIS AGREEMENT, THAT HE HAS FULLY READ,
INFORMED HIMSELF OF AND UNDERSTANDS ALL THE TERMS, CONTENTS,
CONDITIONS AND EFFECTS OF ALL PROVISIONS OF THIS AGREEMENT, AND
THAT HE CONSIDERS ALL SUCH PROVISIONS TO BE SATISFACTORY.
THE EMPLOYEE EXPRESSLY WARRANTS AND REPRESENTS THAT NO
PROMISE OR REPRESENTATION OF ANY KIND HAS BEEN MADE BY THE
COMPANY, EXCEPT THOSE EXPRESSLY STATED IN THIS AGREEMENT.
THE EMPLOYEE FURTHER EXPRESSLY WARRANTS AND REPRESENTS
THAT HE ENTERS INTO THIS AGREEMENT, KNOWINGLY AND VOLUNTARILY,
AND AFTER AN OPPORTUNITY TO REVIEW ALL OF THE TERMS, CONTENTS,
CONDITIONS AND EFFECTS OF ALL PROVISIONS OF THE AGREEMENT WITH
AN ATTORNEY OF HIS CHOOSING.
IN WITNESS WHEREOF, Xxxxxx X. Xxxxxx and Erie Indemnity Company, by its duly
authorized representative, have signed this Agreement as of the date set forth above.
WITNESS:
|
XXXXXX X. XXXXXX | |||||
/s/ Xxxx X. Xxxx
|
/s/ Xxxxxx X. Xxxxxx | |||||
ATTEST:
|
ERIE INDEMNITY COMPANY | |||||
/s/ Xxxxx X. Xxxxxx
|
By: | /s/ Xxxxx X. Xxxxxx | ||||
Xxxxx X. Xxxxxx Assistant Secretary |
Xxxxx X. Xxxxxx Executive Vice President, Secretary and General Counsel |
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EXHIBIT
A
A
Employee’s Second Waiver and General Release
Effective as of the date hereof, XXXXXX X. XXXXXX (“Employee”), for himself, his
heirs, successors and assigns, and in consideration of the payments to be made by Erie Indemnity
Company (the “Company”) pursuant to Section 4(b) and (d) of the Agreement between the
Company and Employee dated as of January 13, 2010 (the “Agreement”), does hereby forever
discharge and release the Company, and its corporate parents, subsidiaries, affiliated companies,
companies with common management, ownership or control, successors, assigns, insurers and
reinsurers, attorneys, and insurance agents, and all of their officers, directors, shareholders,
employees, agents and representatives, in their official and individual capacities (collectively
referred to as “Releasees”), from any and all claims, demands, causes of action, damages, charges,
complaints, grievances, expenses, compensation and remedies which the Employee now has or
may in the future have on account of, or arising out of, any matter or thing which has happened,
developed or occurred before the date hereof and prior to Employee’s retirement (collectively
“Claims”) including, but not limited to, all Claims arising from the Employee’s employment with
the Company or any of its affiliated companies, the termination of such employment, any and all
relationships or dealings between the Employee and the Company or any of the other Releasees,
the termination of any such relationships and dealings, and any and all other Claims the Employee
may have against the Company or any of the other Releasees. The Employee hereby waives any
and all such Claims including, but not limited to, all charges or complaints that were or could
have been filed with any court, tribunal or governmental agency, and any and all Claims not previously
alleged including, but not limited to, any Claims under the following: (i) Title VII of the Civil
Rights Act of 1964, as amended; (ii) the Equal Pay Act of 1963; (iii) the Age Discrimination in
Employment Act (ADEA), as amended; (iv) except as otherwise provided in Section 4(f) of the
Agreement, the Federal Employee Retirement Income Security Act of 1974 (ERISA), as
amended; (v) the Americans With Disabilities Act (ADA), as amended; (vi) Section 806 of the
Xxxxxxxx-Xxxxx Act of 2002, as amended; (vii) any other federal statutes, rules, regulations,
executive orders or guidelines of any description; (viii) any and all state statutes, rules,
regulations, executive orders or guidelines of any description under Pennsylvania law, or the law
of any other state, including, but not limited to, the Pennsylvania Human Relations Act, as
amended; the Pennsylvania Equal Pay Law; the Pennsylvania Wage Payment and Collection Law;
(ix) any and all local laws, rules, regulations, executive orders or guidelines of any description
including, but not limited to, the Erie County Human Relations Ordinance; and (x) any rule or
principle of equity or common law including, but not limited to, any Claim of defamation,
conversion, interference with a contract or business relationship, any other intentional or
unintentional tort, any Claim of loss of consortium, any Claim of harassment or retaliation, any
claim for breach of contract or implied contract, any claim for breach of covenant of good faith
and fair dealing, and any whistle-blower Claim. This release, discharge and waiver shall be
hereinafter referred to as the “Release.”
The Employee specifically understands and agrees that the termination of his employment does not
violate or disregard any oral or written promise or agreement of any nature
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whatsoever, express or implied. If any contract or agreement exists concerning the employment
of the Employee by the Company or the terms and conditions of such employment or the
termination of such employment, whether oral or written, express or implied, that contract or
agreement is hereby terminated and is null and void.
The Employee agrees that this Release may be enforced in federal, state or local court
and before any federal, state or local administrative agency or body.
Nothing in this Release is intended to release any of the Employee’s vested retirement
benefits.
The Employee represents and warrants that the Company has encouraged and advised the
Employee, prior to signing this Release, to consult with an attorney of the Employee’s choosing
concerning all of the terms of this Release.
This Release may be revoked by the Employee within seven (7) days after the date this
Release is signed by the Employee, by giving written notice of revocation to the General Counsel
of the Company. This Release shall not become effective or enforceable until the revocation
period has expired, and the consideration provided in Section 4(b) and (d) of the Agreement shall
not be made until after the revocation period has expired with no revocation.
The Employee represents and warrants that the Company has given the Employee a
reasonable period of time, of at least twenty-one (21) days, for the Employee to consider all the
terms of this Release and for the purpose of consulting with an attorney if the Employee so
chooses. If this Release has been executed by the Employee prior to the end of the twenty-one
(21) day period, the Employee represents that he has freely and willingly elected to do so.
This Release provides the Employee sums and benefits to which he is not otherwise
entitled as an employee of the Company.
In Witness Whereof, the Employee has signed this Release as of the 5 day of
October 2010.
| EMPLOYEE | ||||||
| /s/ Xxxxxx X. Xxxxxx
|
||||||
Witnessed: |
/s/ Xxxxxxx X. Xxxxxx | |||||
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