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Exhibit 10.16
EXHIBIT A
CONFIDENTIAL SEPARATION AGREEMENT
AND GENERAL RELEASE
THIS AGREEMENT, made and entered into on this ______ day of
___________, 2003 by and between Waypoint
Financial Corp., a Pennsylvania
corporation (the "Company"), with its
principal office in Harrisburg,
Pennsylvania, and David E. Zuern, a
resident of Pennsylvania ("Executive").
WITNESSETH:
WHEREAS, the Company had heretofore employed Executive under an
Employment Agreement originally entered
into as of _______________________, 2003
(the "Employment Agreement); and
WHEREAS, Executive has terminated employment and the Employment
Agreement has been terminated as of
_____________________________, and
WHEREAS, the Company and Executive wish to enter into an agreement
to
provide for a mutual release as to any
claims including, without limitation,
claims that might be asserted by Executive
under the Employment Agreement and
the Age Discrimination in Employment Act,
as further described herein, and
reaffirm Executive's right to
indemnification for actions taken within the scope
of his employment.
NOW, THEREFORE, in consideration of the mutual promises
contained
herein, the parties hereto, intending to be
legally bound, hereby agree as
follows:
1. The
Company and Executive hereby agree that Executive's
termination of employment shall be effective on
________________ and that the Employment Agreement, except as
otherwise provided therein as to obligations that continue
beyond its term, shall terminate on that date.
2.
Notwithstanding Executive's termination of employment and the
termination of the Employment Agreement, in consideration of
the release provided by Executive under paragraph 6 below, the
Company shall pay or cause to be paid or provided to
Executive, subject to applicable employment and income tax
withholdings and deductions, all amounts and benefits required
under Section 5.4 of the Employment Agreement.
3.
Executive agrees and acknowledges that the Company, on a
timely basis, has paid, or has agreed to pay, to Executive all
other amounts due and owing based on his prior services in
accordance with the terms of the Employment Agreement and that
the Company has no obligation, contractual or otherwise to
Executive, except as provided herein, nor does it have any
obligation to hire, rehire or re-employ Executive in the
future.
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4.
Executive agrees and reaffirms that the provisions of the
Employment Agreement relating to Confidential Information
shall continue to apply notwithstanding the termination of
Executive's employment and the termination of the Employment
Agreement, and that the Company shall be entitled to all
remedies available under Section 4 of the Employment Agreement
in enforcing its rights hereunder as well as under Section 2
of the Employment Agreement.
5.
Executive further agrees and reaffirms that Section 3 of the
Employment Agreement, as to Non-Competition, shall continue to
apply notwithstanding the termination of Executive's
employment and the termination of the Employment Agreement,
and that the Company shall be entitled to all remedies
available under Section 4 of the Employment Agreement in
enforcing its rights hereunder as well as under Section 3 of
the Employment Agreement.
6. In
full and complete settlement of any claims that Executive
may have against the Company, including any possible
violations of the Age Discrimination in Employment Act, 29
U.S.C. '621 et. seq. ("ADEA"), in connection with his
termination of employment, and for and in consideration of the
undertakings of the Company described herein, Executive does
hereby REMISE, RELEASE, AND FOREVER DISCHARGE the Company, and
each of its subsidiaries and affiliates, their officers,
directors, shareholders, partners, employees and agents, and
their respective successors and assigns, heirs, executors and
administrators (hereinafter all included within the term "the
Company"), of and from any and all manner of actions and
causes of
actions, suits, debts, claims and demands whatsoever
in law or in equity, which he ever had, now has, or hereafter
may have, or which Executive's heirs, executors or
administrators hereafter may have, by reason of any matter,
cause or thing whatsoever from the beginning of Executive's
employment to the date of this Agreement; and particularly,
but without limitation of the foregoing general terms, any
claims arising from or relating in any way to Executive's
employment relationship or the Employment Agreement and his
termination from that employment relationship and the
termination of the Employment Agreement, including but not
limited to, any claims which have been asserted, could have
been asserted, or could be asserted now or in the future under
any federal, state or local laws, including any claims under
ADEA, Title VII of the Civil Rights Act of 1964, as amended,
42 U.S.C. '2000e et. seq. ("Title VII"), the Employee
Retirement Income Security Act, the Americans with
Disabilities Act, the family and Medical Leave Act, the Fair
Labor Standards Act, the Age Discrimination in Employment Act,
the Older Workers Benefit Protection Act, the Pennsylvania
Human Relations Act, the Pennsylvan
