SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS
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SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS, hereinafter
referred to as "Agreement and Release", made as of this 25th day
of September, 1996 by and between Connecticut Natural Gas
Corporation (the "Company") and Harry Kraiza, Jr. ("Kraiza").
WHEREAS, Kraiza has been an employee of the Company since
September 15, 1970.
WHEREAS, the Company and Kraiza 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.
NOW, THEREFORE, in consideration of the promises and mutual
covenants contained herein, the parties have agreed and hereby
agree as follows:
1. Kraiza's employment with the Company will be
voluntarily terminated effective September 30, 1996.
2. Kraiza, as a terminated employee who chooses to volun-
tarily accept the terms of this Agreement and Release, promises
never to file any discrimination or other charges in federal or
state court or with any federal or state administrative agency or
sue Connecticut Natural Gas Corporation or its successors,
assigns, subsidiaries, affiliates, present and former directors,
officers, agents, employees, or any person acting on behalf of
the Company, in their individual or official capacity, with
respect to any matter in connection with your employment or
separation therefrom.
3. The Company, in consideration of the waiver and compro-
mise of any and all claimed contract and other alleged rights,
including without limitation rights under the Company's benefit
packages and personnel policies, the foregoing covenant not to
sue and the release of all claims except as provided herein,
shall:
a. Make a one-time, lump sum payment in lieu of six
months' salary; that is $69,900.00 (minus applicable
withholding).
b. Pay Kraiza's monthly salary of $11,650.00 for
twenty-four (24) consecutive months. The total amount of
$279,600.00 will be made in twenty-four (24) equal monthly pay-
ments commencing with the first regular pay day in October. Pay-
ment of any balance will go to Kraiza's estate in the event of
his death.
c. Upon the separation date of September 30, 1996,
medical, dental and vision coverage will be made available to
Kraiza at his expense (102% of the Company's cost) for 18 months
(currently $648.96/monthly), under the terms of COBRA. Provided
that if Kraiza elects coverage within the prescribed election
period, the Company will reimburse Kraiza for the actual cost of
such coverage (including an amount reflecting the taxable portion
of this benefit), on a monthly basis, in addition to the payments
made under subparagraphs a and b, above.
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d. The Company will pay Kraiza twenty percent (20%)
of the current, NADA depreciated value of his Company-provided
vehicle in exchange for the return of the vehicle. (The current
one hundred percent (100%) NADA value is $5,175.00. Therefore,
the twenty percent (20%) value is $1,035.00.) In the
alternative, Kraiza has the option to purchase the vehicle for
that amount, provided that Kraiza elects to do so within 5
working days after the effective date of the Agreement and
Release.
e. The Company will also pay Kraiza the lump sum
amount of $2,200.00, representing the unused 1996 Executive
Benefit.
f. Kraiza's compensation under the Deferred Compensa-
tion Plan will be paid out according to his election of
December 26, 1995.
4. The Company will pay for Kraiza to utilize individual,
executive level outplacement services. He may utilize consulting
and outplacement services for up to twelve months. The Company
will pay for the services utilized by Kraiza on a monthly basis.
Should Kraiza become re-employed, the Company will discontinue
payment for outplacement services.
5. The Company will provide Kraiza with a letter of recom-
mendation in a form acceptable to both Kraiza and the Company,
and will accommodate reasonable requests for revisions or
modifications.
6. Kraiza will be paid for two (2) weeks of accrued unused
vacation, and two (2) unused floating holidays, in the amount of
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$6,452.16. This amount will be paid as soon as possible, but no
later than two weeks after the separation date.
7. Kraiza will remain eligible for a 1996 bonus payment
under the Annual Incentive Plan. Kraiza is eligible for twenty-
five percent (25%) of his current annual salary at one hundred
percent (100%) corporate performance, subject to approval by the
Compensation Committee. As is customary, the corporate perform-
ance will be determined after the close of the fiscal year.
Seventy percent (70%) of Kraiza's bonus will be paid to Kraiza in
the normal course thereafter. The remaining thirty percent (30%)
will be deferred according to Kraiza's election under the
Deferred Compensation Plan.
8. Consistent with the terms of the Plan documents, after
Kraiza's separation date, the Collateral Assignment Agreement
covering the Executive Life Insurance Plan (ELIP) will terminate
on 12/31/96 (JSM, HKJR), and the Company will withdraw from the
policy an amount equal to the aggregate premiums paid. Kraiza
will then have the right to continue the insurance coverage or
surrender the policy.
9. All medical, dental and vision coverage, life, long-
term disability, savings plan, pension credited service, sickness
benefits, vacation, and holiday and other benefits and services
available to active employees will cease as of your September 30,
1996 separation date, except as described in the contingent offer
under paragraph 3, above.
10. It is understood between the Parties that this Agree-
ment and Release will not affect any retirement benefits due
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Kraiza (or his wife, Susan M. Kraiza, and/or his estate).
Kraiza's retirement benefits are governed by the Connecticut
Natural Gas Corporation Pension Plan.
11. Should any person or business with whom Kraiza seeks
employment contact the Company for a reference regarding Kraiza,
the Company will adhere to its existing policy of only confirming
his employment and describing his responsibilities which he per-
formed during his period of employment by the Company. Further-
more, Kraiza and the Company agree that they will not make any
public statement which is derogatory of the other.
12. Kraiza 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, adminis-
trative claims or actions, sums or money, executions and liabili-
ties of every kind and character whatsoever, in law or in equity,
including but not limited to any and all claims or demands aris-
ing out of Kraiza's employment by the Company and any alleged
employment agreement or understanding with the Company including
any rights under Company's personnel policies, which Kraiza and
his heirs, 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
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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 Kraiza on behalf of himself and his
heirs, executors, administrators and assigns, including but not
limited to, any claims under Title VII 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. Stat. Section 46a-60 et
seq., up to and including the date of this agreement.
13. The Company agrees to indemnify Kraiza 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.
14. Kraiza represents and agrees that he will not disclose
the terms, amount and fact of this Agreement and Release and
shall keep this Agreement and Release completely confidential
except that he may discuss these matters with his immediate
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family, his attorney, and financial advisors to insure compliance
with Federal and State laws (i.e. taxes, unemployment compensa-
tion) 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 others.
15. This Agreement and Release contains the whole under-
standing of the parties and supersedes all prior oral and written
representations and agreements (including without limitation
employee handbooks, policies, etc.) between Kraiza and the
Company, its officers, directors, employees or former officers,
directors or employees, staff members, agents, designees, or
consultants, as to the subject matter hereof, and may not be
varied except in writing executed by the parties.
16. All agreements, documents or instruments that are bind-
ing 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.
17. This Agreement and Release is entered into and shall be
construed and performed in accordance with the laws of the State
of Connecticut. In the event that any one or more of the
provisions contained in this Agreement and Release shall, for any
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reason, be held to be invalid, illegal, unenforceable or void as
against public policy, the same shall not affect any other
provision of this Agreement and Release, but this Agreement and
Release shall be construed as if such invalid, illegal,
unenforceable or void as against public policy provision had
never been contained herein.
18. The Company informs Kraiza that he has a period of at
least twenty-one (21) days to consider this Agreement and Release
before signing it. He also has a seven day period after it is
signed to revoke it.
19. When this Agreement and Release is signed by both
parties, Kraiza shall take possession of this original and it
shall remain in Kraiza'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 Kraiza delivering the
fully executed original of this Agreement and Release to the
Company, will the provisions of this Agreement and Release become
effective.
20. Kraiza 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 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, Kraiza may revoke this Agreement and Release. This
Agreement and Release shall not become effective or enforceable
until the revocation period has expired.
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21. All notices, requests, demands and other communications
hereunder must be in writing, marked "Personal & Confidential"
and shall be deemed to have been given if delivered by hand or
mailed within the continental United States by first class
registered or certified mail, return receipt requested, postage
and registry fees prepaid and addressed as follows:
a. If to CNG:
Connecticut Natural Gas Corporation
100 Columbus Boulevard
Hartford, CT 06144-1500
Attention: Victor H. Frauenhofer
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b. If to Employee:
Harry Kraiza, Jr.
18 Crosswood Road
Farmington, CT 06032
with a copy to:
Soycher & Winslow, LLC
120 Mountain Avenue, Suite 320
Bloomfield, CT 06002
Attention: Mark S. Winslow, Esq.
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PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL
KNOWN AND UNKNOWN CLAIMS.
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CONNECTICUT NATURAL GAS
CORPORATION
By: Victor H. Frauenhofer Harry Kraiza, Jr.
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Victor H. Frauenhofer Harry Kraiza, Jr.
Chairman, President and CEO
STATE OF CONNECTICUT)
) ss: 25th, September , 1996
COUNTY OF HARTFORD )
On this 25th day of September, 1996, before me appeared
Victor H. Frauenhofer, who acknowledged himself to be the
Chairman and President of Connecticut Natural Gas Corporation, a
corporation, and that he, as such Chairman and President, being
authorized to do so, executed the foregoing instrument for the
purposes therein contained.
In Witness Whereof, I hereunto set my hand
Jean Starr-McCarthy
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Notary Public
My Commission Expires:
May 31, 1999
STATE OF CONNECTICUT)
) ss: 25th, September , 1996
COUNTY OF HARTFORD )
On this 25th day of September, 1996, before me appeared
Harry Kraiza, Jr., known or proven to me to be the signer of the
above document, who acknowledged to me that the same was his free
act and deed, and that he executed the foregoing instrument for
the purposes therein contained.
In Witness Whereof, I hereunto set my hand
Jean Starr-McCarthy
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Notary Public
My Commission Expires:
Sworn to and Subscribed before me
this 25th day of Sept., 1996
Jean Starr-McCarthy
Notary Public
My Commission Expires May 31, 1999
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