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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