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RELEASE AND SETTLEMENT AGREEMENT

Settlement Agreement

RELEASE AND SETTLEMENT AGREEMENT | Document Parties: ASSET ACCEPTANCE CAPITAL CORP You are currently viewing:
This Settlement Agreement involves

ASSET ACCEPTANCE CAPITAL CORP

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Title: RELEASE AND SETTLEMENT AGREEMENT
Governing Law: Michigan     Date: 8/3/2009
Industry: Business Services     Sector: Services

RELEASE AND SETTLEMENT AGREEMENT, Parties: asset acceptance capital corp
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Exhibit 10.1

RELEASE AND SETTLEMENT AGREEMENT

This Release and Settlement Agreement (hereinafter “Agreement”) is made by and between J. Christopher Lee (“Employee”) and Asset Acceptance, LLC (“Company”).

RECITALS

A. WHEREAS, Employee’s employment is being terminated effective April 10, 2009;

B. WHEREAS, the parties, without any admission of liability, desire to settle with finality by way of compromise, and wish to dispose of and release the claims and demands asserted, or which might have been asserted, arising out of Employee’s employment with the Company or his termination therefrom.

NOW, THEREFORE, in consideration of the foregoing, and of the promises and mutual covenants contained herein, Employee and Company agree as follows:

1. Consideration. Company will pay Employee the gross sum of $72,223, minus normal withholdings and taxes (the “Lump Sum Amount”). This sum is paid in order to provide Employee with (1) four (4) months of salary continuation at his current base salary, plus (2) $4,400, representing an estimate of the approximate amount of four months of health insurance premiums under COBRA, plus (3) $2,500 for April 2009 living expenses. The Company will reimburse Employee for his mileage at the Company’s standard mileage rates, up to a maximum amount of $693, for one round trip between Richmond, Virginia and Detroit, Michigan, upon receipt of an expense report from Employee not later than May 8, 2009 for miles driven. Additionally, Company will pay Employee for any earned but unused paid time-off days, at the date of termination of Employee’s employment, minus normal withholdings and taxes.

Employee will be given the opportunity to continue group health insurance coverage under COBRA. COBRA notice will be sent to Employee in a separate letter.

Company will not contest or dispute any claim made by Employee for unemployment compensation for any period after the expiration of the four (4) months immediately following termination of Employee’ employment, such four (4) month period being allocable to the salary continuation payment provided to Employee under this Agreement.

Employee acknowledges the sufficiency of the consideration herein stated and agrees that he is being provided payments and benefits to which he is not already entitled. Employee understands that the consideration provided to Employee under this Agreement is singular to Employee and is not part of an exit incentive or termination program offered to any group or class of employees.


2. Release of Claims. In exchange for the good and valuable consideration set forth above, Employee, on behalf of himself, his heirs, executors, administrators, and assigns, agrees to release, waive and discharge Company, Asset Acceptance Capital Corp. (“AACC”) and each of its predecessors, successors, affiliates, subsidiaries, and current or former officers, directors, employees, agents, attorneys, insurance providers and assigns from any and all causes of action, claims, rights, charges, suits, damages, debts, judgments, obligations, grievances, attorneys’ fees, and any and all other liabilities of any nature, whether in law or in equity, known or unknown, seen or unforeseen, including, but not limited to:

 

 

a.

claims arising under Title VII of the Civil Rights Act of 1964 (as amended); the Civil Rights Act of 1991; Section 1981 of the Civil Rights Act of 1866; the Family and Medical Leave Act; the Americans With Disabilities Act; the Age Discrimination in Employment Act of 1967, as amended; the Michigan Elliott-Larsen Civil Rights Act; the Michigan Persons With Disabilities Civil Rights Act; the Michigan Bullard-Plawecki Employee Right to Know Act; the Employee Retirement Income Security Act; and/or any other federal, state, local, or municipal statute; and/or

 

 

b.

claims arising out of any other federal, state, or local statute, law, constitution, ordinance or regulation; and/or

 

 

c.

any other claim whatsoever including, but not limited to, claims relating to implied or express employment contracts; public policy; tort; retaliatory discharge; negligent hiring, retention, or supervision; defamation; wrongful discharge; intentional infliction of emotional distress; invasion of privacy; intentional interference with contract; intentional interference with business relations; negligence; detrimental reliance; loss of consortium; promissory estoppel; personal injury; common law; compensatory or punitive damages; back pay; claims relating to legal restrictions on the Company’s right to terminate employees or pursuant to any other claim whatsoever, arising out of or relating to Employee’s employment with Company and/or any other occurrence prior to the date Employee signs this Agreement. However, it is agreed and understood that this waiver and release does not apply to claims which arise after the date this Agreement becomes effective, claims which Employee cannot waive by law, or claims for breach of this Agreement.

It is expressly understood that this Agreement constitutes a full and final settlement, except as indicated above, of any and all claims for damages, liquidated damages, or fringe benefits, including but not limited to, any claim for salary, wages, bonus, pay continuation, severance benefits, vacation pay, or other benefits, including without limitation short-term and long-term disability benefits or any other amounts to which Employee was or will be entitled to from the Company.

3. Confidentiality. Employee agrees that he will keep strictly confidential and will not communicate or disclose to any other person – except as may be required by law, or as is necessary for securing counsel from his attorneys or accountants, or upon the prior

 

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written consent of the Company—the existence of or any facts regarding this Agreement or settlement. Employee agrees that he will require the persons identified above to keep the Agreement confidential, and will be responsible and liable if they breach the confidentiality of this Agreement in the same way as if had he breached the confidentiality of this Agreement.

4. Non-Disparagement; Return of Company Property and Information. Employee agrees that except for direct communications with the Chief Executive Officer, Vice President-Human Resources or Vice President-General Counsel of the Company or AACC, he will not make any communication to any employee of the Company or to any third party which challenges or questions the wisdom of the decision to sever his employment relationship, which states or implies that the Company or AACC is not a good place to work or which reflects negatively upon the good character, business ethics, or professional competence of the Company or AACC or any of their affiliates, officers, directors, members, employees, agents, successors or assigns. With respect to inquiries from prospective employers, the Company, in accordance with existing Company policy, will merely confirm the dates of Employee’s employment, and his position.

Although the parties expressly agree to the terms of this non-disparagement provision, this provision will not prohibit either party, where compelled by legal process, to testify truthfully under oath, subject to the principles of attorney/client privilege. Employee agrees that should he become compelled by law to make any statement regarding the Company, he will give written notice to the Company with sufficient time to allow the Company to protect its legal interests.

Employee agrees to execute any and all documents necessary to resign from his position(s) as an officer or director of the Company, AACC or of any of their predecessors, affiliates, successors, or subsidiaries. Employee agrees (1) to return immediately all property and written or other tangible material of the Company or AACC, including, without limitation, any manuals, access cards, files, or data, regardless of how stored, and (2) without limiting any of the other rights of the Company or AACC or obligations of the Employee, to return to the Company not later than the last day of Employee’s employment by the Company all information, documents and property referred to in Sections 3 and 7 of the Non-Disclosure Agreement (as hereinafter defined).

5. No Admission of Liability. It is further agreed and acknowledged that the consideration for this Agreement is provided solely to purchase peace and that the Company does not hereby admit any liability on account of any said claims or matters, but expressly denies all of such liability whatsoever.

6. Consultation with Attorney, Time to Consider, and Revocation. Employee is hereby advised to and has had the opportunity to consult with an attorney prior to executing this Agreement.

Employee acknowledges that he was given a copy of this Agreement and informed that he has 21 days within which to consider its terms. Employee was also informed that for

 

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7 days following the execution of this Agreement he has the unilateral right to revoke the terms. Said revocation, to be effective, must be in writing and must be delivered to Deanna Hatmaker, Vice President-Human Resources. Employee acknowledges that he will not be entitled to the consideration and additional benefits described in Section 1 of this Agreement until the expiration of 7 days after Employee signs and returns this Agreement to the Company’s Vice President-Human Resources. The Company shall pay Employee the Lump Sum Amount and for any earned but unused paid time-off days, less normal withholdings and taxes, on the Company’s first regularly scheduled pay day after the expiration of 7 days following the execution of this Agreement by Employee. Employee will not be entitled to these benefits if Employee materially breaches this Agreement or the Non-Disclosure Agreement in any way.

7. Workers’ Compensation. Employee warrants that he has not filed any claim against the Company or any of the above referenced entities under the Michigan Workers’ Disability Compensation Act, and affirmatively states that as of the effective date of this Agreement, he has no knowledge of any grounds to file such a claim.

8. Controlling Agreement. The parties further declare and represent that they fully understand the terms of this Agreement; that no promise, inducement, or agreement not herein expressed has been made; that this Agreement contains the entire agreement between the parties as to the subject matter hereof; and that the terms of this Agreement are contractual and not a mere recital. Employee acknowledges that he remains subject to the terms and conditions of the AACC Code of Business Conduct and the Non-Interference, Non-Disclosure and Non-Competition Agreement dated as of January 30, 2006, between the Employee and AACC (the “Non-Disclosure Agreement”), a copy of which is attached hereto as Exhibit A, with the sole exception that AACC hereby waives the application of Section 2 of the Non-Disclosure Agreement, without releasing Employee from any other obligation, and as a result of that waiver, Employee will not be entitled to any payment under the Non-Disclosure Agreement .

9. Clawback. In the event that Employee breaches any of his obligations set forth in this Agreement or the Non-Disclosure Agreement (as modified by Section 8 of this Agreement), the Company shall be entitled to recapture any amount paid to Employee pursuant to the terms of this Agreement.

10. Governing Law. This Agreement shall be deemed to have been executed and delivered within the State of Michigan and the rights and obligations of the parties shall be construed and enforced in accordance with, and governed by, the laws of the State of Michigan without regard to the principle of conflict of laws.

11. Severability. If any provision, section, subsection or other portion of this Agreement shall be determined by any court of competent jurisdiction to be invalid, illegal, or unenforceable in whole or in part, and such determination shall become final, such provision, section, subsection, or portion shall be deemed to be severed or limited, but (1) only provided that any such provision, section, subsection, or portion does not negate any of the primary purposes of the Agreement relating to the release of claims and the

 

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confidentiality of this Agreement; and (2) only to the extent required to render the remaining provisions and portion of this Agreement enforceable. This Agreement as thus amended shall be enforced so as to give effect to the intention of the parties insofar as that is possible.

12. Miscellaneous. Company and Employee agree that the provisions of Sections 18 and 19 of the Non-Disclosure Agreement are incorporated into and specifically made part of this Agreement.

WE, THE BELOW SIGNED, HEREBY ACKNOWLEDGE THAT WE HAVE READ,

UNDERSTAND AND VOLUNTARILY AGREE TO THE ABOVE TERMS:

 

/s/    J. Christopher Lee

  

April 9, 2009

J. Christopher Lee

  

Date

Asset Acceptance, LLC

  

By:

 

/s/    Rion B. Needs

  

April 10, 2009

 

  

Date

 
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