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SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS

Release Agreement

SEPARATION AGREEMENT AND 
GENERAL RELEASE OF ALL CLAIMS | Document Parties: AIRGAS INC | DEAN A. BERTOLINO You are currently viewing:
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AIRGAS INC | DEAN A. BERTOLINO

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Title: SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS
Governing Law: Pennsylvania     Date: 11/9/2007

SEPARATION AGREEMENT AND 
GENERAL RELEASE OF ALL CLAIMS, Parties: airgas inc , dean a. bertolino
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Exhibit 10.1
SEPARATION AGREEMENT AND
GENERAL RELEASE OF ALL CLAIMS
     This Separation Agreement and General Release of all Claims (hereinafter “Agreement”) is entered into by and between DEAN A. BERTOLINO (referred to as “Executive”), and Airgas, Inc., on behalf of itself and each of its related entities, affiliates, subsidiaries and corporate parent (collectively referred to as “Airgas” or the “Company”).
RECITALS
     WHEREAS, Executive was hired by Airgas on December 10, 2001; and
     WHEREAS, Executive has notified Airgas of his intent to resign and the Company has accepted his resignation effective September 30, 2007 (the “Termination Effective Date”); and
     WHEREAS, Airgas desires to provide Executive with certain payments in exchange for entering into this Agreement, which contains a general release of all claims,
     NOW, THEREFORE, the parties, intending to be legally bound hereby and for good and valuable consideration, the receipt and sufficiency of which are acknowledged, agree as follows:
I.
The Company’s Obligations to Executive.
     (a) In consideration of Executive’s release of claims and covenants set forth in this Agreement including, but not limited to, Executive’s release of all claims for compensation, personal injury, mental and emotional distress and attorneys’ fees, and without creating any precedent in the administration of its policies and benefits, Airgas agrees to pay Executive the sum of Two Hundred and Seventy-Three Thousand, One-Hundred and Fifty Dollars ($273,150), less taxes and other deductions required by law to be withheld (the “Separation Payment”). The Separation Payment shall be paid promptly following the later of the Termination Effective Date and receipt by Airgas of an executed form of this Agreement delivered to Dwight T. Wilson, Senior Vice President, Human Resources, at Radnor Court, Suite 100, 259 N. Radnor-Chester Road, Radnor, PA 19087-5283
     (b) Executive shall be reimbursed for any business expenses incurred through the Termination Effective Date in accordance with the Company’s applicable policies and procedures.
     (c) The Company’s senior management shall refrain from activity harmful to Executive and shall further not make any disparaging statements concerning Executive, either publicly or privately. The term “disparaging” as used herein includes, without limitation, comments or statements to the press or any individual or entity which could adversely affect the personal or professional conduct or reputation of Executive. For the purpose of this paragraph, “senior management” shall mean Airgas’ Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Information Officer, General Counsel, Senior Vice President —

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Human Resources, Senior Vice President — Corporate Development, and Vice President – Communications. Nothing in this paragraph shall preclude Airgas or its representatives or agents from honestly answering inquiries posed in connection with a legal, adjudicatory or administrative proceeding or a government investigation.
     (d) Executive understands and agrees that he would not and will not receive the consideration set forth in subparagraphs (a) and (c) above, except for his execution of this Agreement and fulfillment of the promises, obligations and waivers contained herein. Once this Agreement is properly executed, the parties agree that they shall have no further obligations to each other except as provided herein, as required by law, and/or as required by Executive’s professional responsibilities and obligations.
II.
Executive’s Release of Claims and Post-Employment Restrictions.
     In exchange for the promises set forth in Section I, above, Executive covenants and agrees to:
     (a) Fully and forever release, discharge, cancel, waive, and acquit for Executive, his heirs, executors, administrators and assigns, Airgas and each and all of its Boards of Directors, agents, officers, trustees, owners, employee benefit plans and their respective fiduciaries, trustees and administrators, employees, attorneys, successors and assigns (the “Airgas Released Parties”), of and from any and all rights, claims, demands, causes of action, obligations, damages, penalties, fees, costs, expenses, and liability of any nature whatsoever, including personal injury claims, which Executive has, had or may have had against any of the Airgas Released Parties, arising out of, or by reason of any cause, matter, or thing whatsoever existing as of the date of execution of this Agreement, WHETHER KNOWN TO EITHER OF THE PARTIES AT THE TIME OF EXECUTION OF THIS AGREEMENT OR NOT .
     This FULL WAIVER OF ALL CLAIMS includes, without limitation and to the maximum extent permitted by law, claims for attorneys’ fees, costs, any claims, demands, or causes of action arising out of, or relating in any manner whatsoever to, the employment and/or cessation of that employment, such as, BUT NOT LIMITED TO , any claim, lawsuit or other proceeding arising under the Older Worker’s Benefit Protection Act (OWBPA), the Age Discrimination in Employment Act (ADEA), the Civil Rights Act of 1866 (Section 1981), Title VII of the Civil Rights Act of 1991, the Americans with Disabilities Act (ADA), the Labor Management Relations Act (LMRA), the National Labor Relations Act (NLRA), ERISA, COBRA, the Fair Labor Standards Act (FLSA), the Family and Medical Leave Act of 1993 (FMLA), the Fair Credit Reporting Act, the Pennsylvania Human Relations Act, all as amended, as well as any claims arising under any other federal, state, or local statutes, regulations or ordinances, and common law claims of any nature including, but not limited to, claims for wrongful termination, discrimination, breach of contract or misrepresentation, violation of public policy, or tort claims. Executive agrees that, except as otherwise provided in this Agreement, Executive will not seek any further damages, reimbursement, indemnity, compensation, fees, costs, wages or money of any kind from the Airgas Released Parties.

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Nothing contained in this Agreement, however, shall constitute a release by Executive of any workers’ compensation claims, any claims that may arise after the date this Agreement is executed and/or for any vested benefit or stock option benefits to which Executive may otherwise be entitled.
     Notwithstanding the foregoing, nothing in this release shall relinquish or reduce, or be construed or interpreted as relinquishing or reducing, any rights, title or interest that Executive may have to, in or under any applicable director’s and officer’s or other liability insurance, and such insurers expressly are not third party beneficiaries under this Agreement or this Release. Airgas makes no representations with respect to any rights Executive might have under any such insurance policies. Further, Airgas agrees to defend and/or indemnify Executive and hold him harmless from any claims made against him arising out of his activities as an employee or officer of Airgas, or trustee of any employee benefit plan, to the same extent as Airgas is or may be obligated to or in the normal course of business undertakes in fact to defend and/or indemnify and hold harmless any current employee, officer or trustee of any employee benefit plan.
     Executive further agrees that, while this release does not prevent Executive from filing a charge with or participating in proceedings before the Equal Employment Opportunity Commission (“EEOC”) and/or from challenging the knowing and voluntary nature of this Agreement under the ADEA, Executive acknowledges that Executive has not filed any claims or commenced any action with an administrative agency or court regarding any claims released in this Agreement.
     (b) Waive all right, title and interest in any benefit plan of Airgas and waive and release all claims based on or related to such benefit plans or programs other than those benefits or rights for which Executive is vested as of the Termination Effective Date.
     (c) Refrain from activity harmful to or make any disparaging statements concerning Airgas, its respective officers, Boards of Directors, attorneys, agents, employees, successors or assigns, either publicly or privately. The term “disparaging” as used herein includes, without limitation, comments or statements to t

 
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