SEPARATION AGREEMENT AND RELEASE
This Separation Agreement and Release (“Agreement”) is between Robert Gordon and the American Contract Bridge League (“Company”).
A. Gordon’s employment as National Recorder with the Company ended effective March 31, 2022. Gordon and the Company agree that he will receive a lump sum payment as described below conditioned upon Gordon signing, and not later revoking, this Agreement.
B. The Company is not obligated to pay Gordon any additional compensation or benefits other than the wages and benefits earned through Gordon’s last day of employment.
C. Gordon and the Company, without any admission of liability, desire to settle, compromise and release all claims that could be asserted by Gordon arising out of Gordon’s employment with or separation from employment with the Company.
1. In exchange for, and in consideration of, Gordon’s execution of this Agreement, consent to be bound by its terms, and compliance with all of its terms, the Company agrees to pay Gordon a Severance Payment (“Severance Payment”) provided that the Agreement becomes effective by Gordon signing and not later revoking this Agreement: (i) four (4) months of salary continuation (less applicable withholdings) paid on regular paydays after the effective date of this Agreement; and (ii) continuation of employer-sponsored medical, dental, and vision insurance through July 31, 2022, in the event Gordon elects COBRA coverage. Gordon understands that all applicable taxes and the employee’s portion of premiums for medical, dental, and vision insurance will be withheld from the salary continuation payments. Gordon agrees and acknowledges that the severance package is in excess of any earned wages or any other amounts due and owing Gordon by the Company and that the severance package is in addition to anything of value to which Gordon is already entitled. Gordon understands that he may continue benefits coverage, through COBRA election, for fourteen (14) months, after July 31, 2022, at full cost of the premium(s).
2. Gordon’s rights, if any, under retirement, savings, or 401(k) plans of the Company will be terminated under the terms of those plans as they are constituted on any relevant date and are not affected by this Agreement.
3. In consideration for the Separation Payment, Gordon, for Gordon personally and Gordon’s representatives, heirs, executors, administrators, successors, fully, finally, and forever releases and discharges the Company and its affiliated corporations and entities, and each of their subsidiaries, predecessors, successors, assigns, affiliates, officers, owners, directors, representatives, attorneys, employees, and agents (“Released Parties”) from, and agrees not to sue or proceed against the Released Parties from all claims, demands, actions, causes of action, suits, damages, losses, and expenses, of any and every nature whatsoever, individually or as part of a group action, known or unknown, as a result of acts or omissions occurring through the date Gordon signs the Agreement. Specifically included in this waiver and release are, among other things, any alleged violation of the following, including any amendments thereto, if applicable: Title VII of the Civil Rights Acts of 1964 and 1991; the Equal Pay Act; the Lily Ledbetter Fair Pay Act; the Uniformed Services Employment and Re-employment Act; the Fair Credit Reporting Act; the patient protection and Affordable Care Act; the Age Discrimination in Employment Act (“ADEA”); the Older Workers Benefit Protection Act (“OWBPA”); the Immigration Reform Control Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act; the Americans with Disabilities Act; the Americans with Disabilities Act Amendments Act; the Rehabilitation Act; the Occupational Health and Safety Act; the Genetic Information Nondiscrimination Act; any amendments to the foregoing, or any other federal, state or local law, regulation, ordinance, or public policy, as well as any claims in equity or under common law for tort, contract, or wrongful discharge, or other claims, having any bearing whatsoever on the terms and conditions of Gordon’s employment with or the separation of employment from the Company. Gordon also agrees not to file or prosecute a lawsuit based on the claims released herein and agrees not to accept any monetary or other personal relief whatsoever based on the claims released herein brought by anyone on Gordon’s behalf in any court.
4. The above release does not waive claims: (i) for unemployment or workers’ compensation benefits; (ii) for vested rights under ERISA-covered employee benefit plans as applicable on the date the Agreement is signed; (iii) that may arise after the date the Agreement is signed; or (iv) which cannot be released by private agreement. Nothing in this Agreement prevents Gordon from filing a charge or complaint with or from participating in an investigation or proceeding conducted by the National Labor Relations Board (“NLRB”), or by the Equal Employment Opportunity Commission (“EEOC”), or any other federal, state or local agency charged with the enforcement of any employment laws. However, by signing this release, Gordon is waiving rights to individual relief based on claims asserted in such a charge or complaint, except where such a waiver of individual relief is prohibited.
GORDON UNDERSTANDS THAT IF HE SIGNS THIS AGREEMENT, HE GIVES UP ANY RIGHT TO SUE OR COLLECT ANY DAMAGES OR OBTAIN ANY OTHER RELIEF IN COURT FOR ANY CLAIMS ARISING OUT OF EMPLOYMENT OR SEPARATION OF EMPLOYMENT WITH THE COMPANY THAT EXISTED PRIOR TO THE DATE GORDON SIGNS THIS AGREEMENT.
5. In addition, Gordon affirmatively represents that no work-related injury has been incurred as of the date of separation and that he has not filed any complaints and/or charges against the Company in any court of law or with any state or federal agency as of the date Gordon executed this Agreement. Gordon acknowledges and agrees that he has been fully and properly paid for all hours worked and is not aware of any facts or circumstances constituting a violation of the Fair Labor Standards Act or any state law. Gordon also acknowledges and agrees that he is not entitled to receive, and will not claim from the Company, any wages, salary, commissions, severance pay, bonuses, stock, stock options, accrued and/or unused vacation, holiday, or sick pay, medical insurance benefits, dental insurance benefits, disability insurance benefits, life insurance benefits, pension or retirement benefits, or any other form of compensation or benefit other than what is expressly set forth in this Agreement, and he expressly waives any claim to any compensation, benefit, or payment that is not specifically referenced in this Agreement. Gordon also acknowledges that he is not aware of any potential violations of any laws by the Company that was not already reported to the Company.
6. The Agreement is not to be construed as an admission of liability on the part of the Company or any of its employees, officers, directors, or agents, and the Company expressly denies any liability to Gordon.
7. Gordon and the Company agree that they will not disclose the existence or the terms of this Agreement to any third parties, except as required by law, as necessary in any dispute regarding compliance with the terms of this Agreement, or for purposes of securing advice from their attorneys or accountants. Gordon also agrees that he will not disclose any confidential information relating to employment with the Company. Gordon further agrees, promises, and covenants to refrain from publicly or privately making disparaging, detrimental, negative, or defamatory remarks regarding the management, business, products, services, employees, or directors of the Company, unless required by law, court order or subpoena.
8. Gordon further agrees that he has read this Agreement carefully and understands all its terms. Gordon further warrants that this Agreement is written in a manner so that he understands all of its terms. Gordon represents that he has the full legal capacity to enter into this Agreement and has done so willingly and voluntarily.
9. Gordon has been advised by this provision to consult with an attorney prior to executing this Agreement. To the extent that Gordon does not consult with an attorney before executing this Agreement, he acknowledges that he has had sufficient time and opportunity to consider this Agreement and to consult with an attorney before signing this Agreement.
10. Gordon will have twenty-one (21) days to consider, execute and return his Agreement to the Company. The Agreement may be signed at any time during this 21-day period. The 21-period will expire at 5 p.m. CST on April 21, 2022, and after that time, this offer will be deemed withdrawn if the executed Agreement is not received by the Company by that time.
11. Gordon may revoke this Agreement for a period of seven (7) calendar days after signing it. The Agreement is not effective until this revocation period has expired. Gordon understands that any revocation, to be effective, must be in writing and either (1) postmarked within seven (7) days of execution of this Agreement and addressed to Joseph Jones, American Contract Bridge League, 6575 Windchase Blvd., Horn Lake, MS 38637-1523, or (2) hand-delivered within seven (7) days of execution of this Agreement to Joseph Jones. Gordon understands that if a revocation is made by mail, mailing by certified mail, return receipt requested, is recommended to show proof of mailing. Failure to properly submit a revocation in a manner consistent with this provision shall mean that this Agreement and all of its terms and conditions shall be legally binding.
12. Gordon and the Company further declare and represent that they fully understand the terms of this Agreement; that no promises, inducements, or agreements not herein expressed have been made between the parties; that this Agreement contains the entire agreement between the parties hereto and may not be modified except by subsequent written agreement. Should Gordon seek to challenge the effectiveness of this Agreement after execution, Gordon agrees to first return all sums previously paid by the Company; provided, however, Gordon may retain 10% of the amount paid if Gordon challenges any release of claims under the ADEA. If any portion of this Agreement shall be declared invalid, it shall be severed and shall not affect the validity of the remaining provisions of this Agreement, provided, however, that if the release contained in Paragraph 3, or any portion thereof, is deemed to be invalid or unenforceable, then all sums previously paid pursuant to this Agreement (and not yet returned) shall be immediately due and payable to the Company, and the Company shall be released from its obligation to pay any sums pursuant to this Agreement.
13. Gordon understands and agrees that any dispute or controversy arising under or in connection with the Agreement shall be resolved exclusively in the courts of general jurisdiction in DeSoto County, Mississippi.
14. This Agreement may be signed in duplicate counterparts, all of which shall constitute a whole, and facsimile or scanned copies shall be deemed as effective as original documents.
THE UNDERSIGNED REPRESENTS THAT THE PARTIES HAVE READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT AND SIGN THEIR NAMES BELOW WITH THE INTENTION THAT THEY SHALL BE BOUND BY IT.
American Contract Bridge League
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