SEPARATION AGREEMENT AND GENERAL RELEASE

Transcription

1 This is a very important legal document, and you should carefully review and understand the terms and effect of this document, as well as consult with an attorney (at your expense), before signing it. By signing this Agreement, you are agreeing to release your employer from all liability to you. You have until your last day of employment, which is at least forty-five (45) days from November 15, 2017, to consider the Agreement. If you have not returned a signed copy of the document by that time, we will assume that you have elected not to sign it and the offer will be withdrawn. In addition, you have seven days after signing this Agreement in which you may revoke your acceptance, as set forth below in Paragraph 6.c. SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release ("Agreement") sets forth the understanding between ( Employee ) and Chester County Hospital ( CCH ) regarding Employee s application to participate in the Chester County Hospital Voluntary Separation Program ( Program ) and to receive benefits pursuant to the Chester County Hospital Voluntary Separation Pay Plan ( Plan ), as well as CCH s acceptance of Employee s application. 1. Voluntary Employment Separation. Employee acknowledges that effective ( Separation Date ), Employee s employment with CCH will be voluntarily terminated in accordance with the Program, for which Employee volunteered and whose application CCH has accepted. 2. Separation Benefits. In consideration of Employee s execution of this Agreement, and in exchange for the promises and representations contained herein, including but not limited to the General Release set forth in Paragraph 3 below, CCH shall provide Employee with the following pursuant to the terms of the Plan: a. CCH shall provide ( ) weeks of pay continuation following Employee s Separation at Employee s current rate of pay as of the Separation Date, less all applicable taxes and other withholdings. b. CCH shall pay the full cost of Employee s continued participation in CCH s medical, dental, prescription and vision benefits (if Employee is currently enrolled in these benefit programs) for months (i.e., through ), provided that Employee is eligible for and elects to continue coverage in each of these programs pursuant to the Consolidated Omnibus Budget Reconciliation Act (COBRA). Continued coverage will be pursuant to the terms and conditions of the applicable plans, which are subject to change. After this period, Employee may have the option of continuing coverage under COBRA at Employee s sole cost and expense. All other CCH-provided employee benefits terminate on the Separation Date. 1

2 If Employee is rehired by CCH, the University of Pennsylvania Health System (UPHS), Penn Medicine or any of UPHS or Penn Medicine s subsidiaries or affiliates during the pay continuation period and/or the benefits continuation period described above, then the pay and/or benefits continuation will end as of the first day worked in the new position. If Employee receives a position with any external employer during the pay and/or benefits continuation periods, your pay and/or benefits continuation will continue for the remainder of the period. 3. General Release. In consideration of what CCH has agreed to do for Employee (as described in Paragraph 2 above), which Employee agrees and acknowledges is not something to which Employee otherwise would be entitled, Employee agrees and understands that Employee s active employment with CCH is ending on the Separation Date; and Employee further agrees to waive and release CCH, the University of Pennsylvania Health System, Penn Medicine, the Trustees of the University of Pennsylvania, and all of their current and former parents, subsidiaries and affiliates, and the current and former trustees, directors, officers, faculty, employees, students, agents, fiduciaries, insurers, attorneys, administrators and representatives (hereinafter referred to collectively as "Releasees"), from any and all liability by reason of any matter or thing whatsoever arising on or before the date Employee signs this Agreement. This includes, but is not limited to, claims and liability for claims relating to Employee s employment with CCH and the termination of that employment, as well as claims under Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act, as amended, 29 USC 621 et seq.; the Americans With Disabilities Act, as amended; the Family and Medical Leave Act, as amended; the Worker Adjustment and Retraining Notification Act, as amended; the Pennsylvania Human Relations Act, as amended; the Philadelphia Fair Practices Ordinance, as amended; the Employee Retirement Income Security Act, as amended (including claims related to the Chester County Hospital Voluntary Separation Pay Plan and excluding claims for vested retirement benefits, if such benefits exist and are available); as well as any and all other waivable claims under federal, state, or local statutes or common law, including but not limited to tort claims and claims for breach of contract, or claims for attorneys' fees; except that you are not hereby releasing any claim for unemployment or workers' compensation benefits, any claim for reimbursement of medical benefits from CCH s health insurance benefits plans, in accordance with their terms; and/or any claim for breach of this Agreement. Employee understands that nothing in this Agreement - including in this Paragraph 3 (General Release), in Paragraph 4 (Confidentiality) and in Paragraph 5 (Non-Disparagement) - restricts Employee s right to file a charge or participate in any investigation, hearing or proceeding conducted by the Equal Employment Opportunity Commission, or any similar state or local agency. However, this Agreement does bar Employee s right to seek or recover any personal or monetary relief, if the agency or any other person or entity pursues a claim or lawsuit on Employee s behalf. 2

3 4. Confidentiality. Employee agrees that Employee will keep the fact, terms, and amount of this Agreement completely confidential, and that Employee will not hereafter disclose the terms, amount of, or fact of this Agreement to anyone other than Employee s immediate family, attorneys, accountants, and/or tax consultants, unless required by law. Such recipients of this information shall be informed of this confidentiality requirement. 5. Nondisparagement. Employee agrees that Employee will not make any negative comments or disparaging remarks, in writing, orally or electronically (including on social media), about CCH, UPHS, Penn Medicine, the Trustees of the University of Pennsylvania or any other Releasee and their respective business or services. Of course, if Employee is called to testify or to provide information to any state or federal tribunal or government agency, Employee may do so fully and truthfully without violating this Agreement. 6. Acknowledgements a. Employee agrees that this Agreement is not to be construed as an admission of liability or of any violation of any federal, state, or local statute, ordinance, or regulation, or of any breach of duty owed by CCH to you. b. Employee further that Employee is executing this Agreement of Employee s own free will, with a full understanding of its terms and effects, and with the intention of releasing all claims recited herein in exchange for the consideration described herein, which Employee acknowledges is adequate and satisfactory to Employee and not something to which Employee otherwise would be entitled. Employee acknowledges that apart from what is described herein (and any vested pension or retirement benefits), Employee has no entitlement to any other compensation from or commitment on the part of CCH relating to Employee s employment or termination from employment with CCH, including but not limited to under the Chester County Hospital Voluntary Separation Pay Plan or any other CCH plan, policy or program. Neither CCH nor its agents, representatives, employees, or attorneys have made any representations or inducements to Employee concerning the terms or effects of this Agreement (and waiver and release) other than those specifically contained herein. c. Employee agrees and acknowledges that: (a) Employee has thoroughly read and understands this Agreement, and it is written in a manner calculated to be understood by Employee and by the average individual; (b) Employee understands that this Agreement contains a general release, covering, among other things, any claim relating to Employee s separation, including but not limited to claims under the Age Discrimination in Employment Act; (c) Employee is signing this Agreement knowingly and voluntarily in exchange for an offer from CCH to which Employee would not otherwise be entitled; (d) Employee has been advised to consult with an 3

4 attorney (at his or her own expense) prior to signing this Agreement and Employee has done so, to the extent Employee deems appropriate; and (e) Employee has been given at least forty-five (45) days to consider this Agreement and Employee agrees that changes to this Agreement, whether material or immaterial, do not restart the running of the consideration period; and (f) Employee has the right to revoke his or her acceptance of this Agreement during the seven (7) calendar days after signing this Agreement (the Revocation Period ) by delivering written notice, via hand delivery, , mail, or facsimile, to the undersigned for CCH. Such written notice of revocation shall be effective only if served in a manner resulting in actual receipt of the written notice of revocation no later than eight (8) calendar days after the date on which Employee signs this Agreement. This Agreement shall not become effective or enforceable against either party hereto, and no payment hereunder shall become payable, until the Agreement has been executed by both parties and the Revocation Period has expired with no revocation having occurred. d. Employee acknowledges and agrees that Employee has received all of the information required to be disclosed under the Age Discrimination in Employment Act regarding who is covered by the Separation Pay Plan, the eligibility factors, the time limits of the program, the ages and job titles of those eligible for the Separation Pay Plan, as well as the ages and job titles of ineligible employees. 7. Transition. Employee agrees to coordinate the return of all CCH property in Employee s possession, custody, or control, including but not limited to keys, card keys, I.D. cards, documents, files, tapes, diskettes, or any other CCH property with Employee s manager. Employee further agrees to use his or her best efforts to ensure an orderly transition by providing CCH and its employees, as requested, with all information concerning Employee s past and current work. Employee agrees to provide, as requested, CCH with any and all information Employee may have regarding CCH s ongoing efforts to ensure compliance with all local, state, or federal statutes, laws, rules, or regulations. 8. Entire Agreement. This is the entire Agreement between Employee and CCH, regarding the subject matter hereof, and it supersedes all prior or contemporaneous agreements or understandings of any kind, including any drafts or previous versions hereof. This Agreement may not be amended except upon the execution of a writing signed by both parties. Neither party may assign this Agreement. This Agreement is governed by Pennsylvania law. 9. Severability. If any provision of this Agreement is adjudged to be invalid for whatever reason, such invalidity shall not affect any other clause of this Agreement, and such clauses shall remain in full force and effect. 10. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall 4

5 constitute one and the same instrument. AGREED TO: [Employee Name] Date CHESTER COUNTY HOSPITAL By: [Name] [Title] Date 5