SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS
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SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS, hereinafter "Agreement
and Release", made as of this 29th day of November by and between
Connecticut Natural Gas Corporation (the "Company") and Donato P. Lauria
("Lauria").
WHEREAS, Lauria has been an employee of the Company since June 19,
1970, and
WHEREAS, the Company and Lauria, hereinafter referred to from time to
time as the "parties" to this Agreement and Release, wish to mutually
terminate their relationship and all prior agreements and understandings
between them, and to settle and forever resolve any and all disputes,
differences, and claims which may exist between them except as specified
herein, without either party admitting any of the claim of the other party,
or in any way admitting any liability to the other party;
NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein, the parties have agreed and hereby agree as follows:
1. Lauria's employment with the Company has been terminated effective
October 31, 1993.
2. The Company, in consideration of the waiver and compromise of any
and all claimed contract and other alleged rights, including without
limitation rights under the Company's benefit packages and personnel
policies, and the release of all claims except as provided herein, shall
pay salary for 72 weeks with payment being made in eighteen equal monthly
payments commencing November, 1993. Payment will go to his estate in the
event of death.
3. The Company will pay Lauria a lump sum amount of $5,800 to offset
expenses to be incurred regarding Lauria's TRASOP distribution, payment to
be made within 10 days after delivery of the fully executed agreement as
referred to in #18.
4. Any payments that might have been due under the 1994 and 1995
distributions under the Restricted Stock Plan are rescinded in accordance
with the plan document.
5. Effective October 31, 1993, the medical, dental and vision coverages
cease. The Company will make available, in accordance with COBRA, for 18
months, those same medical, vision, and dental benefits retroactive to
November 1, 1993 if Lauria elects coverage within the prescribed election
period. The cost for such coverage is 102% of the Company's premium cost,
payable by Lauria. However, the Company will reimburse Lauria for said
cost, on a monthly basis along with the payments made in 2 above, for the
lesser of 18 months or until Lauria accepts other employment and is
eligible for such benefits. All other life, long-term disability, savings
plan, pension plan, sickness benefits, vacation, and holiday and other
benefits and services available to active employees are not available for
continuation and will be discontinued effective October 31, 1993. This
Agreement does not affect and is not a waiver of any rights or benefits
Lauria or his heirs are currently entitled to under the pension plan,
savings plan, COBRA, LTD insurance and life insurance conversion rights, or
the rights accruing under this Agreement, or a waiver of any rights or
benefits under the pension and/or savings plans which may become available
to him at some future date as a former employee with benefits accrued under
the plan.
6. Lauria will have the right to exercise options available to an
officer at time of termination regarding the continuation of split dollar
life insurance or surrendering of the contracts under which he is covered.
Lauria will be paid his cash surrender values should he surrender the
contracts.
7. The Company shall offer two outplacement consulting firms to
Lauria, from which he may select the offered service program of one firm.
The Company will provide this service at its expense until Lauria is
offered and accepts other employment suitable to his educational
background, work experience and skills. Lauria shall have until June 1,
1994 to elect one of the programs.
8. Lauria will return his Company provided vehicle upon executing this
agreement. The Company will make available to Lauria the purchase of his
company assigned vehicle. The sales price will be the lesser of the
remaining book value or market value. Such election must be made and
payment received by January 1, 1994. Lauria will be paid a lump sum to rent
a vehicle of comparable value to the present company car for a period of
two months.
9. Should any person or business with whom Lauria seeks employment
contact the Company for a reference regarding Lauria, the Company will
adhere to its existing policy of only confirming his employment and
describing his responsibilities which he performed during his period of
employment by the Company. Furthermore, Lauria agrees that he will not make
any public statement which is derogatory of the Company or any of its
officers or employees. The Company will not make reference to the
circumstances regarding his termination.
10. Lauria, on behalf of himself and his heirs, executors,
administrators and assigns, hereby remises, releases, and forever
discharges the Company, and its affiliates, including but not limited to,
Connecticut Natural Gas Corporation, their Board of Directors and any
member of former member thereof, its employees and any former employee
thereof, their agents and consultants, from any and all rights, claims,
demands, controversies, damages, actions, causes of action, suits,
judgments, promises, administrative claims or actions, sums or money,
executions and liabilities of every kind and character whatsoever, in law
or in equity, including but not limited to any and all claims or demands
arising out of Lauria's employment by the Company and any alleged
employment agreement or understanding with the Company including any rights
under Company's personnel policies, which Lauria and his heir, executors,
administrators, or assigns ever had, or now possess, or hereafter can,
shall or may have against the Company, and its affiliates, including but
not limited to Connecticut Natural Gas Corporation, their Board of
Directors and any member or former member thereof, their employee or any
former employee thereof, their agents, and consultants; and all such
rights, claims, demands, controversies, damages, actions, causes of action,
suits, judgments, promises, administrative claims or actions, sums of
money, execution and liabilities of any and every kind and character
whatsoever, in law or in equity, as aforesaid, are hereby remised released,
satisfied, terminated, and forever discharged by Lauria on behalf of
himself and his heirs, executors, administrators and assigns, including but
not limited to, any claims under Title Vll of the Civil Rights Act of 1964
,as amended, the Age Discrimination in Employment Act, S.1981 of the Civil
Rights Act of 1866, as amended, the Equal Pay Act of 1963, the
Rehabilitation Act of 1973, the Americans with Disabilities Act, as such
laws may have been amended from time to time, and any other state, local,
or federal equal employment opportunity or labor law statute, regulation,
or ordinance, including but not limited to Conn. Gen. State S.46a-60 et
seq., up to and including the date of this agreement and except as
otherwise specified in this agreement.
11. The Company agrees to indemnify Lauria to the extent permitted or
required by Section 33-320a of the Connecticut General Statutes and the
Company's Directors and Officers Liability insurance policy.
12. Lauria represents and agrees that he will not disclose the terms,
amount and fact of this Agreement and Release and shall keep this Agreement
completely confidential except that he may discuss these matters with his
immediate family, his attorney, and financial advisors to insure compliance
with Federal or State laws (i.e. taxes, unemployment compensation or unless
required by compulsory law including but not limited to litigation or
matters pertaining to the dissolution of marriage, provided they agree to
keep these matters confidential and not disclose them to
13. This Agreement and~Release contains the whole understanding of the
parties and supersedes all prior oral and written representations and
agreements (including without limitation employee handbooks, policies,
etc.) between the parties and Lauria and any Company officer, director or
employee or former officer, director or employee, staff members, agent,
designee, or consultant as to the subject matter hereof, and may not be
varied except in writing executed by all parties.
14. All agreements, documents or instruments that are binding on
either party and are in conflict with any of the terms or provisions of
this Agreement and Release are hereby modified and amended, without the
requirement of any formal action to so modify or amend, to the same extent
as if such agreements, documents or instruments were formally modified or
amended in accordance with the requirements contained therein for making
such modifications or amendments and no further action needs to be taken to
so modify or amend them.
15. This Agreement and Release shall be construed, and all of the
rights, powers and liabilities of the parties hereunder shall be
determined, in accordance with the laws of the State of Connecticut.
16. This Agreement and Release shall be executed in at least two
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute one and the same instrument. It
shall not be necessary in making proof of this Agreement and Release to
produce or account for more than one counterpart.
17. The Company informs Lauria that he has a period of at least
twenty-one (21) days to consider this Separation Agreement and Release
before signing it. He also has a seven day period after it is signed to
revoke it.
18. When this Separation Agreement and Release is signed by both
parties, Lauria shall take possession of this original and it shall remain
in Lauria's possession and control for a period of not less than seven (7)
days. After at least seven (7) days from the signing have passed, but only
upon Lauria delivering the fully executed original of this Separation
Agreement and Release to the Company, will the provisions of this agreement
be effective.
19. Lauria agrees that he has been provided this document and has had
the opportunity to review it with counsel (if he so chooses) and enters
into this Separation Agreement and Release voluntarily, of his own free
will and without coercion or undue influence. For a period of seven days
following the execution of this agreement, Lauria may revoke this
Separation Agreement and Release. This Separation Agreement and Release
shall not become effective or enforceable until the revocation period has
expired.
PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND
UNKNOWN CLAIMS.
Date: 11/29/93
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Accepted and Agree:
By: Donato P. Lauria
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Date: 11/29/93
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For the Company:
By: Frank H. Livingston
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Its: Vice President
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