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EXHIBIT
99.1
SEPARATION AGREEMENT
AND GENERAL RELEASE
AGREEMENT, made as of
, 20 , by and between [insert name
of employee] (“Employee,” “you” or
“your”) and Moody’s Corporation (the
“Company,” “we” or “our”), with
its principal place of business in New York, New York.
In consideration of the
promises and conditions set forth below, and intending to be
legally bound, the parties agree as follows:
1. Termination of
Employment. You acknowledge that your employment with the
Company is terminated effective immediately (the “Termination
Date”), and you agree that you will not apply for or seek
re-employment with the Company, its parent companies, subsidiaries
and affiliates after that date.
2. Special Severance
Benefits. If you sign this Agreement and fully comply with its
terms, the Company will provide you with the following special
severance benefits:
(a) You will be paid salary
continuation during the salary continuation period (“salary
continuation period”), as set forth in Exhibit A, less
benefit deductions, tax withholdings and other deductions required
by law. You acknowledge that the salary continuation includes
compensation and benefits in addition to what you would otherwise
be entitled;
(b) Medical, dental and life
insurance benefits shall be provided throughout the salary
continuation period at the levels in effect for you immediately
prior to the termination of your employment, but in no event
greater than the levels in effect for active employees generally
during the salary continuation period, provided that you shall pay
the employee portion of any required premium payments at the level
in effect for employees of the Company generally;
(c) In further consideration
for your execution of this Agreement, the Company will not contest
your eligibility for your 20 bonus
pursuant to the
Plan, and will pay you a bonus under that Plan during the first
quarter of 20 [, without pro ration
for that portion of 20 following
your termination of employment]. The Company is agreeing to make
this payment to you, in connection with your execution of this
Agreement, without prejudice to its position that this amount is
not due and owing to you under any bonus plan, policy, or past
practice; and
(d) You will be provided
outplacement services through an outplacement service provider
selected by the Company, which said amount shall be determined by
your job classification. You will not be entitled to the cost of
outplacement services if you choose not to elect them.
You acknowledge that the
special severance benefits set forth above include compensation
and/or benefits in addition to what you would otherwise be entitled
to receive. The special severance benefits will not become due on
or before the Effective Date of the Agreement, as defined in
Paragraph 16(f).
3. Waiver and
Release.
(a) In exchange for special
severance benefits promised to you in this Agreement, and as a
material inducement for that promise, you hereby WAIVE,
RELEASE and FOREVER DISCHARGE the Company and/or related
persons from any and all claims, rights and liabilities of every
kind, whether or not you now know them to exist, which you ever had
or may have arising out of your employment with the Company or
termination of that employment. This WAIVER and
RELEASE includes, but is not limited to, any claim for
severance benefits provided by the Company, as stated in an offer
letter, individual contract, or otherwise, unlawful discrimination
or sexual harassment under Title VII of the Civil Rights Act of
1964, as amended, the Age Discrimination in Employment Act, the
Americans with Disabilities Act of 1990, 42 U.S.C. § 1981, the
Worker Adjustment and Retraining Notification Act, the Family and
Medical Leave Act of 1993, and any violation of any other federal,
state or local constitution, statute, rule, regulation or
ordinance, or for breach of contract, wrongful discharge, tort or
other civil wrong.
(b) You represent that you
have not filed any complaints, charges, claims, grievances, or
lawsuits against the Company and/or any related persons with any
local, state or federal agency or court, or with any other
forum.
(c) By executing this Release
you agree that you have been paid all wages due and owing to you
and that the amount set forth in Paragraph 2(c) is being paid to
resolve any and all claims you may have, including for any and all
bonus amounts that may be due to you for your 20
performance.
(d) You acknowledge that you
may discover facts different from or in addition to those you now
know or believe to be true with respect to the claims, demands,
causes of action, obligations, damages, and liabilities of any
nature whatsoever that are the subject of this Agreement, and you
expressly agree to assume the risk of the possible discovery of
additional or different facts, and agree that this Agreement shall
be and remain in effect in all respects regardless of such
additional or different facts.
(e) As referred to in this
Agreement, “related persons” includes the parents,
subsidiaries, affiliates and divisions of the Company, their
respective successors and assigns, and all of their past and
present directors, officers, representatives, shareholders, agents,
employees, whether as individuals or in their official capacity,
and the respective heirs and personal representatives of any of
them.
(f) This WAIVER and
RELEASE is binding on you, your heirs, legal representatives
and assigns.
4. Confidentiality of
Agreement; Non-disparagement. You shall keep the terms of this
Agreement confidential. You agree not at any time to talk about,
write about, discuss or otherwise publicize the terms or existence
of this Agreement to anyone other than your legal, tax or other
financial advisors or your spouse, except in response to a
subpoena, court directive or otherwise as required by law. You
shall not disparage, denigrate or defame the Company and/or related
persons, or any of their business products or services and shall
not make any written or oral statement, news release or other
announcement relating to your employment by the Company or relating
to the Company and/or related persons, or any of their respective
customers or personnel which is designed to embarrass or criticize
any of the foregoing, except in order to provide truthful testimony
in response to a
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