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RELEASE AND WAIVER OF ALL
CLAIMS
THIS IS A RELEASE AND WAIVER OF CLAIMS
(hereinafter referred to as "Release" or "Agreement") made this 31
st day of January, 2007, by and between Suburban
Propane, L.P. (including its subsidiaries and affiliates, and
hereinafter referred to as "Company" or "Suburban") having a
principal place of business at 240 Route 10 West, P.O. Box 206,
Whippany, New Jersey 07981-0206 and Jeffrey S.
Jolly residing at 12 Sierra Drive, Califon, New Jersey 07830
(hereinafter referred to as "Employee").
IN CONSIDERATION of the covenants
undertaken and the releases contained in this Release, the Employee
and Suburban agrees as follows:
1.
DEFINITIONS. As used in this Release, the following
terms shall have the following meanings:
A.
"Severance Period" shall mean the eighteen (18) month period
commencing on the Employment Termination Date (as defined below)
and expiring on July 26, 2008.
B.
"Employment Termination Date" shall mean January 26, 2007.
C.
"LP-Gas, Fuel Oil or HVAC Business" shall mean any business
engaged in the purchase, storage, distribution, sale or rental of
liquefied petroleum gas, fuel oil, or related appliances and
equipment; or engaged in the sale, installation or service of
heating, ventilation and air conditioning appliances and
equipment.
2.
SUBURBAN shall pay to the Employee severance in the
amount of Three Hundred Thirty Thousand and 00/100 Dollars
($330,000.00) acknowledged to be equivalent to eighteen (18)
months’ base salary, less standard withholding and
authorized
deductions. The foregoing amount shall be
paid in accordance with prevailing payroll practices of Suburban.
Participation in Suburban’s 401(k) and pension plans shall
not continue during the Severance Period. In further consideration
of this Release and Waiver of All Claims:
A.
Suburban shall continue to pay Suburban medical and dental
benefit coverage of the Employee and his/her immediate family under
a COBRA arrangement at Suburban’s expense up until the
earlier of (a) the expiration of the Severance Period or (b)
institution of coverage of the Employee under another Plan. The
Employee’s COBRA eligibility shall commence upon the
Employment Termination Date.
B.
The Employee shall be eligible to participate in
Suburban’s Incentive Compensation Plan for the fiscal year
which commenced on or about October 1, 2006 (hereinafter, "Fiscal
Year 2007"). It is agreed that if a Fiscal Year 2007 Incentive
Award is earned, it shall be paid to the Employee in December 2007
at the full-year rate with no pro-ration.
C.
Suburban will make a one time payment in the amount equal to
$34,834.00, less standard withholding and authorized deductions,
representing full and final payment of the Employee’s account
balance under the "Suburban Propane, L.P. Long Term Incentive
Program (As Adopted Effective October 1, 1997)". Payment shall be
made within 30 days of receipt of this executed agreement.
Additionally the Employee will be eligible for the
current Long Term Incentive Program II (As Adopted Effective
October 1, 2002) for the current 2005 Award Cycle that if earned
will be payable in November of 2007. Should there be a change of
control during the 6-month period after the signing of this
agreement. Employee will be eligible in accordance with the
Plan to receive payments for the 2006 and 2007 Award Cycles.
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D.
The Employee shall remain eligible for Company-provided income
tax preparation for the tax year ending December 31, 2006 and
December 31, 2007. Additionally, the Company will buy out the lease
on the Company owned 2005 GMC Yukon used the employee. Once
completed, the title and all related documents will be transferred
to Employee as owner. Employee will receive a 1099 for the current
Fair Market Value of Fifteen Thousand and 00/100 Dollars ($15,000).
The current company owned computer in use at Employee’s
residence will be transferred to him. Licenses and related
documentation will be reported as necessary.
E.
Also, in the event that Suburban Propane Partners, L.P.
experiences a "Change of Control and/or the Employee becomes
deceased within the Severance Period, any and all remaining monies
due will be paid to his/her estate in accordance with this
agreement and the terms of the plans.
3.
IN EXCHANGE for such consideration, Employee agrees that
his/her acceptance and execution of this Agreement constitutes a
full, complete and knowing release and waiver of any claims
asserted or non-asserted that he/she now has or now may have
against Suburban arising out of his/her employment or termination
of employment up to and including the date of this Agreement,
including any claims Employee may have under state common law for
torts or contracts (including wrongful or constructive discharge,
breach of contract, emotional distress) or under federal, state or
local statute, regulation, rule, ordinance or order that covers or
relates to any aspect of employment or discrimination in employment
including, but not limited to the following:
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a.
Title VII of the Civil Rights Act of 1964, as amended;
b.
Civil Rights Act of 1991;
c.
Americans with Disabilities Act;
d.
Equal Pay Act of 1963;
e.
Family and Medical Leave Act of 1993;
f.
Age Discrimination in Employment Act;
g.
Older Worker's Benefit Protection Act;
h.
Worker Adjustment and Retraining Notification Act;
i.
Employee Retirement Income Security Act of 1974;
j.
Occupational Safety and Health Act of 1970;
k.
Fair Labor Standards Act;
l.
Consumer Credit Protection Act, Title III;
m.
New Jersey Law Against Discrimination;
n.
New Jersey Conscientious Employee Protection Act;
o.
New Jersey Worker and Community Right to Know Act;
p.
New Jersey Family Leave Act;
q.
New Jersey Worker Health and Safety Act;
r.
New Jersey Civil Rights Act;
s.
any comparable state laws which may apply;
t.
any state or federal "whistleblower" statutes; or
u.
any claim for severance pay, bonus, salary, Suburban stock, sick
leave, holiday pay, vacation pay, life insurance, health or medical
insurance or any other fringe benefit, workers' compensation or
disability except as may otherwise be
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