SEPARATION AGREEMENT WITH
GENERAL RELEASE AND COVENANT
NOT TO SUE
Victor J. Blanchet, Jr. ("Employee") and Orange and
Rockland Utilities, Inc. ("Employer") hereby knowingly and
voluntarily agree to enter into this Separation Agreement with
General Release and Covenant Not to Sue ("Agreement") in order to
resolve any and all claims between them pertaining to outstanding
issues and to set forth all obligations between the parties.
Employee and Employer acknowledge and agree that this Agreement
constitutes the sole obligation of each to the other and that no
other promises, commitments or representations have been made with
or by each of the parties to the other.
First: In accordance with Employee's resignation letter
attached as Exhibit A, Employee's active employment with the
Employer (and its subsidiaries and affiliates) will cease effective
March 1, 1995. At that time, Employer agrees to place Employee on
a paid leave of absence commencing March 1, 1995 and ending August
31, 1996 ("Leave of Absence") as of which time the Employee hereby
voluntarily retires. During the Leave of Absence, Employer agrees
to pay Employee $25,000 per month, less applicable payroll
withholdings and deductions ("Separation Amount") in accordance
with its regular payroll procedures. However, the parties
acknowledge that should Employee obtain full-time employment during
the Leave of Absence, the Separation Amount shall be reduced by the
monies Employee receives. Employee acknowledges and warrants that
he will furnish to Employer the name of any subsequent full-time
employers and the amount of monies received therefrom during the
Leave of Absence.
(Confidential material has been omitted and filed separately
with the Securities and Exchange Commission)
Employee agrees that during
the Leave of Absence, he will not seek active employment with the
Employer and that at the expiration of the Leave of Absence, he
will no longer be an employee of, nor will he seek employment with,
the Employer.
Second: During the Leave of Absence, Employee shall be
eligible for continued coverage under Employer's health plan
benefits (comprehensive major medical, prescription drugs, vision
care, dental, flexible reimbursement account plan), social
security, management employees' savings plan (401(k) plan), life
insurance, spouse life insurance, at Employee's cost, employees'
retirement plan, officers' supplemental retirement plan ("SRP") and
the 1994 and 1992-1994 executive incentive compensation plans to
the same extent as if he remained an active employee. Except as
provided above, all other Employer benefits shall cease on March 1,
1995.
Third: On March 15, 1995 or as soon thereafter as
administratively possible, Employer shall pay Employee ten (10)
weeks of pay, consisting of his entire accrued but unused vacation.
Employee acknowledges that he is not entitled to any other vacation
benefits.
Fourth: Employee shall be entitled to retain for his
personal use the laptop computer, IBM 360C, that previously has
been made available to him.
Fifth: Employer will pay reasonable attorney's fees and
expenses for legal advice and representation of Employee,
consistent with Employer's indemnification policy for officers and
New York law for legal advice and representation of Employee by
(Confidential material has been omitted and filed separately
with the Securities and Exchange Commission)
Sixth: In exchange for the above stated consideration,
Employee agrees to forever release and discharge Employer and all
of its subsidiaries, parents and affiliates, its officers,
directors, employees, agents, and attorneys from any and all
liabilities arising directly or indirectly out of his employment
and resignation including any claims asserted and non-asserted he
may have under the laws of New York for torts, contract or
employment agreements or under any federal, state or local statute,
regulations, rule, ordinance or order including, but not limited
to, discrimination based on race, sex, age, religion, national
origin, sexual orientation, physical, mental or medical condition,
marital status or retaliation. This waiver includes any and all
claims Employee may have under the Age Discrimination in Employment
Act of 1967, Title VII of the Civil Rights Act of 1964, The Civil
Rights Act of 1991, The Americans with Disabilities Act and the
Employee Retirement Income Security Act.
Seventh: As a material inducement to Employer to enter
into this Agreement, save and except for any right by Employee to
seek indemnity or defense in accordance with existing Employer
policy and New York law with respect to any and all claims against
Employee or Employer based on any and all lawful acts or omissions
which occurred in connection with Employee's employment by and/or
serving as a director of officer of Employer, Employee hereby
irrevocably and unconditionally releases, acquits, and forever
discharges Employer and all directors, officers, employees,
representatives, attorneys, and all persons acting by, through,
under or in concert with any of them, ("Releasees"), from any and
all charges, complaints, claims, liabilities, obligations,
promises, agreements, controversies, damages, actions, causes of
action, suits, rights, demands, costs, losses, debts and expenses
(including attorney's fees and costs actually incurred), of any
nature whatsoever, known or unknown, which Employee now has, owns,
holds, or claims to have, own, or hold, or which Employee at any
time heretofore had, owned, held, or claims to have, own, or hold
against each of the Releasees.
Eighth: Employee agrees not to directly or indirectly
take, support, encourage or participate in any action or attempted
action which in any way would damage the reputation or business
relationships of Employer and/or any of its subsidiaries, parents
or affiliates, except if and to the extent required by law. During
the Leave of Absence, Employee will not directly or indirectly
engage in any competitive activity adverse to the Employer's
interests and/or any of its subsidiaries, parents or affiliates
interests without the express consent of Employer. Employee shall
not divulge any confidential or proprietary information gained from
his employment with Employer, except if and to the extent required
by law. Employee will not disparage the Employer in any way and
will only speak about Employer in positive terms. Employee
warrants that he has returned all Employer property, materials,
credit cards, car, etc. Employee agrees that he will cooperate as
reasonably necessary consistent with his business obligations in
any legal disputes and/or administrative proceedings or functions
relating to issues and/or incidents which took place during his
term of employment.
(Confidential material has been omitted and filed separately
with the Securities and Exchange Commission)
Tenth: Employee acknowledges that the terms of this
agreement and all discussions leading up to it are confidential and
agrees that he will not divulge the terms of this Agreement to any
third party, except his immediate family and attorney. Employer
agrees to pay Employee's reasonable attorney's fees incurred in
reviewing this Agreement by
(Confidential material has been omitted and filed separately
with the Securities and Exchange Commission)
up to $5,000.
Eleventh: Employee warrants that he is fully competent
to enter into this Agreement; he acknowledges that he has been
afforded an opportunity to review this Agreement with independent
counsel, that he has read and understands this Agreement; and that
he has signed this Agreement freely and voluntarily.
Twelfth: Should any provision of this Separation
Agreement be declared or be determined by any court to be illegal
or invalid, the validity of the remaining parts, terms or
provisions shall not be affected thereby and said illegal or
invalid part, term or provision shall not be deemed to be a part of
this Separation Agreement.
Thirteenth: This Agreement constitutes the entire
agreement between the parties. Any amendments to or changes in the
obligations created by this Agreement shall not be effective unless
reduced to writing and signed by the parties. All prior written or
oral agreements between Employer and Employee are hereby terminated
and expressly disavowed including, but not limited to, the Orange
and Rockland Utilities, Inc. Severance Pay Plan dated as of January
3, 1991. This Agreement shall be construed under New York law and
any actions relating thereto must be brought within the State of
New York.
Fourteenth: This Agreement and the payment of any
consideration hereunder shall not be construed as an admission of
any kind whatsoever on the part of Employer, and/or any of its
subsidiaries, parents or affiliates, their officers, agents,
representatives or employees.
Fifteenth: Employee acknowledges that he has been given
at least 21 days to decide whether to sign this Agreement.
Further, Employee understands that he has the opportunity to revoke
such Agreement within 7 days of signing it and that he must return
all amounts received hereunder in such event.
PLEASE READ CAREFULLY. THIS SETTLEMENT AGREEMENT
INCLUDES A WAIVER AND RELEASE. To signify their agreement to the
terms of this Agreement, the parties have executed this Agreement
on the date set forth opposite their signatures which appear below.
February 28, 1995 /s/ Victor J. Blanchet, Jr.
Date Victor J. Blanchet, Jr.
March 1, 1995 /s/ D. L. Peoples
Date Orange and Rockland Utilities, Inc.
Vice Chairman & CEO
EXHIBIT A
February 28, 1995
Mr. D. Louis Peoples
Chief Executive Officer
Orange and Rockland Utilities, Inc.
One Blue Hill Plaza
Pearl River, New York 10965
Dear Lou:
I hereby resign effective March 1, 1995 as a director,
officer and/or active employee of Orange and Rockland Utilities,
Inc., Rockland Electric Co., Pike County Light and Power Co., Clove
Development Corporation, O&R Development, Inc., O&R Energy, Inc.,
O&R Energy Development, Inc., Millbrook Holdings, Inc., Saddle
River Holdings Corp., and Atlantic Morris Broadcasting Inc.
Further, I hereby elect to retire from employment effective August
31, 1996 and until that time agree and request to be placed on a
leave of absence.
Very truly yours,
/s/ Victor J. Blanchet, Jr.
Victor J. Blanchet, Jr.