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SEPARATION AGREEMENT AND RELEASE

Termination Agreement

SEPARATION AGREEMENT AND RELEASE | Document Parties: McClatchy Company | McClatchy Newspapers, Inc You are currently viewing:
This Termination Agreement involves

McClatchy Company | McClatchy Newspapers, Inc

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Title: SEPARATION AGREEMENT AND RELEASE
Governing Law: California     Date: 8/5/2009
Industry: Printing and Publishing     Sector: Services

SEPARATION AGREEMENT AND RELEASE, Parties: mcclatchy company , mcclatchy newspapers  inc
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Exhibit 10.21

 

SEPARATION AGREEMENT AND RELEASE

 

This Separation Agreement and Release ("the Agreement") is made by and between The McClatchy Company, its predecessors, successors, all former, current and future related companies, divisions, subsidiaries, affiliates and parents, including but not limited to, McClatchy Newspapers, Inc., and collectively, its former, current and future directors, officers, employees, agents, representatives, attorneys, fiduciaries, assignees, heirs, executors, administrators, beneficiaries and trustees (collectively referred to as the "Company"); and Lynn Dickerson, an individual, on behalf of herself, her agents, representatives, attorneys, assignees, heirs, executors, administrators, beneficiaries and trustees (collectively referred to as "Dickerson").

 

1.  Dickerson agrees that her employment with the Company is terminated effective July 17, 2009 (the “Termination Date”).  Dickerson acknowledges receipt of payment of all earned wages due and payable and accrued and earned vacation through the Termination Date.

 

2.  In exchange for the promises of Dickerson contained in this Agreement, the Company agrees to pay Dickerson the gross sum of $690,000 less any required payroll taxes, income tax withholding and authorized deductions.

 

Dickerson's health insurance coverage remains in effect through July 31, 2009.  Thereafter, Dickerson and any of her qualified dependents have the option to continue her health insurance in accordance with the provisions of the Consolidated Omnibus Budget Reconciliation Act ("COBRA").  As an additional consideration for Dickerson’s execution of this Agreement, the Company will pay her COBRA medical, dental and vision premium at her current level of coverage (including all qualified dependents) for a one (1) year period beginning August 1, 2009, provided Dickerson elects COBRA coverage.  Dickerson understands and agrees that it is her sole responsibility to comply with the provisions and eligibility requirements of COBRA for continuing health insurance coverage after July 31, 2009. This includes completing and returning the COBRA election form within the time period indicated.   The Company's obligation to pay the COBRA premiums on her behalf shall cease immediately if she obtains other group health insurance coverage prior to the end of the one (1) year period described above (subject to COBRA regulations for coverage continuation), or if she fails to timely complete and return the COBRA election form.

 

Dickerson acknowledges that the above consideration exceeds the amount Dickerson would be entitled to from the Company absent this Agreement.  Dickerson   agrees that she is solely responsible for any and all liability under federal and state tax laws arising from payments made under this Agreement.

 

3.  In consideration of the promises made by the Company in this Agreement, Dickerson hereby releases, acquits and forever discharges the Company and all of its directors, officers, supervisors, employees, agents, independent contractors, representatives, any company sponsored benefit plan in which Dickerson participates, and their spouses, successors and assigns from any and all actions, complaints, causes of action, charges, claims, obligations or demands with regard to the payment of any damages, expenses, interest, attorneys’ fees, compensation, commissions, retirement or other benefits, back pay, accrued vacation, life insurance, disability benefits, health insurance, loss of earnings, debts, obligations, mental anguish, pain, embarrassment, humiliation, emotional distress, compensatory or punitive damages, common law remedies and/or any other remedies or liabilities whatsoever which have or could have arisen out of Dickerson’s employment with the Company or termination from the Company and/or any other occurrence whatsoever prior to the date of this Agreement between Dickerson and the Company.  This includes the release of all waivable claims and actions, whether presently asserted or otherwise, known or unknown, suspected or unsuspected, including, but not limited to, claims alleging any legal restriction on the Company's right to terminate its employees or personal injury claims, including, without limitation, wrongful discharge, breach of contract (expressed or implied), defamation, negligent or intentional infliction of emotional distress, and claims which could have arisen under the Civil Rights Act of 1991, Title VII of the Civil Rights Act of 1964 (42 USC §2000e, et seq. ), the California Fair Employment and Housing Act (CA Gov. § 12900 et seq. ), the California Equal Pay Law (CA Lab. Code §1197.5), California Kin Care Law (CA Lab. Code §§233-234), California Off-Duty Conduct Law (CA Lab. Code §96(k)), California Anti-Retaliation laws (CA Lab. Code §§98.6, 132a, 232, 232.5), California Leave Laws (CA Lab. Code §230, et seq. ), the Americans with Disabilities Act (“ADA”) (42 USC §12101, et seq. ), the Age Discrimination in Employment Act (“ADEA”) (29 USC § 626 et seq .), the Worker Adjustment and Retraining Notification Act, 29 USC §2101, et seq . (or state equivalent), the Older Workers Benefit Protection Act (“OWBPA”) (29 USC §§ 623 & 626), the Employee Retirement Income Security Act (“ERISA”) (29 USC §1001, et seq. ), or any other state, federal or municipal employment discrimination statute, or any other federal, state or local law, but excluding claims that Dickerson cannot waive by law and any claims for breach of this Agreement.

 

4.  The consideration given to Dickerson   in this Agreement is also for the release of unknown claims.  Dickerson hereby expressly waives any and all rights under Section 1542 of the California Civil Code, which reads in full as follows:

 

Section 1542 .  A general release does not extend to claims that the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

 

For the purpose of implementing a full and complete release and discharge of all claims, Dickerson expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all claims that  Dickerson did not know or suspect to exist in her favor at the time of execution hereof, regardless of whether the knowledge of such claims, or the facts upon which they might be based, would materially have affected the settlement of this matter, and that the consideration received by Dickerson was also for the release of those claims.

 

5.  Dickerson represents that she does not currently have on file any suit, charge or claim against the Company concerning her employment. Dickerso


 
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