SEPARATION AGREEMENT AND GENERAL
RELEASE OF ALL CLAIMS
This Separation Agreement and General Release of All Claims ("Agreement") is made by and between New World Communications of Tampa, Inc. (the "Company") and Steve Wilson ("Mr. Wilson" or the "Employee"), jointly, the parties ("Parties").
WHEREAS, Mr. Wilson was employed by the Company pursuant to an employment agreement dated as of November 18, 1996 (the "Employment Agreement"); and
WHEREAS, Mr. Wilson and the Company agree to resolve any and all disputes regarding Mr. Wilson' employment, Employment Agreement, his performance as a producer on the news report about Monsanto and BGH (the "News Report") and his separation from the Company.
Accordingly, the Parties agree as follows:
1. The Company and Mr. Wilson agree that Mr. Wilson' employment with the Company will end on May 31, 1997. The Parties further agree that the Employment Agreement will terminate on May 31, 1997, except as otherwise provided in Paragraph 3 below.
2. In consideration for the Employee's promises contained in this Agreement, and subject to the provisions of Paragraph 10 below, the Company agrees as follows:
(a) Beginning on June 1, 1997 and continuing through December 2, 1997 (the "Severance Period"), the Company shall pay the Employee, pursuant to the terms and conditions described hereinafter, an amount equal to the annual rate of compensation provided in paragraph 3 of the Employment Agreement, on a pro-rated basis, less such withholdings and deductions as are or may be, required by law (the "Annual Base Salary"). The Company shall pay the Annual Base Salary in installments in accordance with the Company's normal payroll practices, with the first installment due on the date of the Company's first regularly-scheduled payroll after June 1, 1997.
(b) The Company will not place in Employee's personnel file the letter addressed to him, dated April 10, 1997, from Fox Television Stations, Inc.
(c) Mr. Wilson acknowledges and agrees that this Agreement states all amounts to which he is entitled by virtue of his Employment Agreement and his employment by the Company, that the amount listed in paragraph 2(a) above is being paid to resolve all disputes between the Parties, and that he is not entitled to any other funds from the Company, except as is provided in this Paragraph 2.
3. The Employee's obligations under paragraph 5, Confidentiality, and under paragraph 6, Non-competftion, of the Employment Agreement shall survive the termination of the Employment Agreement.
4. As consideration for the Company's promises herein, Mr. Vvilson agrees as follows:
(a) Prior to the last day of his employment with the Company (i.e., May 31, 1997), Employee shall complete the News Report and shall cooperate with and take direction from the Assistant News Director and all attorneys representing the Company in completing the News Report. In the event that Employee disagrees with any direction given by the Assistant News Director or any attorney, the Assistant News Director's decision shall govern and will be final, and Employee shall abide by said decision.
(b) Mr. Wilson (on behalf of himself and all of his heirs, assigns, legal representatives, successors-in-interest, or any person claiming through him) agrees to release and discharge any claim, charge, complaint, demand, dispute or liability of any kind that relates to or involves his employment by the Company, the Employment Agreement, the News Report, the termination of the Employment Agreement and/or his separation from the Company, except those claims that may adse from any breach of this Agreement, which he has had or now has against the Company or against any other business that is related to the Company, including, but not limited to all of its parent, subsidiary and affiliated companies ("Related Entities") or against any current or former employee, officer, director, agent, shareholder, attorney, accountant, partner, insurer, advisor, partnership, assign, successor-in-interest, joint venturer, and/or affiliated person of the Company or of any of the Related Entities ("Related Persons"). The claims being released by Mr. Wilson include, but are not limited to, any and all claims for pay, benefits, damages, fees and costs, or any other relief that may be or could have been asserted in any legal or administrative proceeding under federal law, including, but not limited to, the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §621 et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §2000 et seq., 42 U.S.C. §l 981, the Americans With Disabilities Act, as amended, 42 U.S.C. §l 21 01 et seq., the Family and Medical Leave Act, 29 U.S.C. §2611 et seq., the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §l 001 et seq. the Fair Labor Standards Act, and the Equal Pay Act ("federal claims"); or under any state or local statute or regulation, Act or law similar to the federal claims; or any claim for tortious conduct, including, but not limited to, defamation or slander, infliction of emotional distress, negligence, interference with contract or for breach of contract or equitable relief. In short, Employee hereby knowingly and voluntarily releases any and all claims he has had or may have aaainst the Company, the Related Entities and the Related Persons.
(c) Employee further acknowledges that he is aware of and has had the opportunity to consult with an attorney and become aware of his rights under the laws specifically and generally described in Paragraph 4(b) above, and that he is permanently waiving those legal rights to the fullest extent that waiver is allowed by law.
5. Mr. Wilson also agrees that he will not engage in any conduct or make any statements which are critical of the Company, the Related Entities, or any of the Related Persons regarding, relating to or in connection with his employment, Employment Agreement, the News Report, the termination of the Employment Agreement and Employee's separation from the Company; that he will not disclose any information, knowledge or data about the Company or any of the Related Entities which has been designated and/or treated as confidential; that he will not claim as his own, make use of or take with him any intellectual property, including without limitation trade secrets, trademarks, trade names and/or copyrighted material that he developed while employed by the Company; and that he will surrender or has surrendered to the Company on his last day in the office all letters, papers, documents, instruments, surveillance and/or camera equipment, records, books, products, keys, charge cards, identification cards, computer and telephone passwords and any other material owned by the Company or used by him in the performance of his duties, including, but not limited to, all files relating to the News Report. The Company agrees that it will not engage in any conduct or make any statements which are critical of Mr. Wilson regarding his employment, the Employment Agreement, the News Report, the termination of his Employment Agreement, or his separation from the Company. Mr. Wilson acknowledges that he has no right to return to his employment with the Company or the Related Entities. Mr. Wilson acknowledges that he has no right to return to his employment with the Company or the Related Entities. Mr. Wilson further acknowledges that he understands that this provision may not be waived, except in a writing signed by an authorized personnel executive.
6. Employee further agrees not to disclose or publicly comment upon (i) the terms, provisions of or information regarding this Agreement, (ii) any discussions that took place between any employees of the Station and between any employees of the Station and any of the aftomeys representing the Station, regarding the News Report, Monsanto's pre-broadr-ast objections to the News Report, the Station's legal review of the News Report and the Station's response to Monsanto's objections, or (iii) the terms of Jane Akre's employment agreement with the Company dated as of November 18, 1997, and any addenda or amendments or proposed addenda or amendments thereto; provided, however, that Employee (a) may disclose such terms to his family, legal counsel, financial advisors, and/or agents or representatives, as long as such family members, legal counsel, financial advisors, agents or representatives agree to be bound by this confidentiality obligation; and (b) may disclose such terms as are necessary to fulfill any obligations hereunder and to comply with the requirements of any law or legal process.
7. Mr. Wilson acknowledges and agrees that the making of these promises by the Company does not mean that the Company or any of its Related Entities or Related Persons has violated any federal or state law or regulation, or violated any contractual or other obligation it may have to Mr. Wilson, and that any such violation expressly is denied. Rather, the Company is making these promises solely in exchange for Mr. Wilson' promises herein to the Company.
8. Mr. Wilson further acknowledges that if he fails to keep any of his promises to the Company, the Company may take whatever legal action it chooses to enforce those promises and/or to recover from the Employee the amount of any damage the Company, its Related Entities or its Related Persons suffer because of his failure to keep those promises. The prevailing party in such action shall be entitled to aftorney's fees and costs from the other party.
9. Mr. Wilson agrees that this document contains all of the promises and obligations between the Parties, and extinguishes and terminates all pre-existing agreements, including (except as specified in Paragraph 3 above) the Employment Agreement. None of the promises in this Agreement can be changed unless both Parties agree to the change and put that change in writing.
10. Age Discrimination Employment Act of 1967:
(i) Age discrimination is specifically intended to be included as a Released Action: Employee specifically intends that the release in paragraph 4(b) above shall include any action brought pursuant to the Age Discrimination in Employment Act of 1967, as amended by the Older Workers' Benefit Protection Act of 1990, except for any allegation that a breach of this Act occurred following the effective date of this Agreement.
(ii) Additional Consideration: Employee agrees that promises in this Agreement by the Company represent obligations by the Company to Employee that are in addition to anything of value to which Employee is otherwise entitled from the Company. In addition, Employee agrees and acknowledges that additional consideration has been paid by the Company (beyond that which would have otherwise been paid) in order to effect a valid waiver of Employee's claims under the federal age discrimination laws.
(iii) Advice to Consult An Aftorney: Employee is hereby advised to consult with an attorney prior to signing this Agreement, because Employee is giving up significant legal rights. Employee acknowledges that he has been so advised and has in fact had the opportunity to consult with an attorney prior to signing this Agreement.
Reasonable Time to Consider Settlement Agreement:
Employee acknowledges that he has been given a reasonable period of time (21 days, if Employee so chooses) to consider this Agreement prior to signing this Agreement. Employee understands that he has seven (7) days following the signing of this Agreement to rescind it in its entirely, in which case it shall be a nullity.
(v) If Employee decides to sign this Agreement, he must do so and return the signed Agreement to the address indicated below either by hand-delivery on May 28, 1997 to David Boylan, Vice President and General Manager, , 3213 West Kennedy Boulevard, Tampa, Florida 33609, or by delivery into the U.S. mail with first-class postage prepaid, and post-marked no later than May 28, 1997, or delivery to an overnight mail delivery service such as UPS or Federal Express, postage pre-paid, by May 28, 1997. The Agreement must be delivered or addressed for delivery to:
Carolyn Y. Forrest
Vice President Legal Affairs
Fox Television Stations, Inc.
3200 Windy Hill Road, Suite 1 1 00 West Atlanta, GA 30339
If Employee fails to sign and deliver the Agreement by the May 28, 1996 deadline, this Agreement will be ineffective and neither Party will have any obligation to do any of the things provided for in this Agreement.
11. This Agreement has been negotiated and executed in the state of Florida, and the rights and obligations of the Parties hereto shall be construed and enforced in accordance with the laws of the state of Florida.
12. Should any portion of this Agreement be found to be invalid for any reason whatsoever, excepting only the release contained in paragraph 4, no other provision shall be affected, and this Agreement shall be read as if it did not contain such provision. The Parties hereto intend for such invalid provision to be severable from the remainder.
New World Communications of Tampa, Inc.
Carolyn Y. Forrest
Vice President Legal Affairs
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