SEPARATiON AGREEMENT & MUTUAL GEN ERAL RELEASE

AGREEMENT, made and entered into on thisB O.,J'-day of

n'

2012, by and

between the Board of Trustees of Nassau Community College with offices for the transaction of business located at One Education Drive, Garden City, New York 11530 (hereinafter referred to as the "Board" or the "College") and Dr. Donald P. Astrab residing at Garden City, New York (hereinafter (collectively referred to as the "parties"). WHEREAS, Dr. Astrab has been employed as the President of Nassau "Dr. Astrab" or the "Employee")

Community College since November 19, 2009; and WHEREAS, the Board of Trustees and Dr. Astrab have come to realize that they have philosophical differences and different visions regarding the future of Nassau Community College; and WHEREAS, the parties are desirous of amicably resolving their differences and avoiding litigation that would potentially occur in connection with the termination of Dr. Astrab's employment; and WHEREAS, Dr. Astrab has been apprised of his rights by his attorney, Eric Dranoff, Esq., and the Board has been apprised of its rights by its attorney John H. Gross, Esq.; and WHEREAS, the parties acknowledge that they understand all of the terms and conditions of this agreement and general release (hereinafter "Agreement"), and now

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freely consent to enter into this Agreement, such consent not having been induced by fraud, duress, or any other undue influence; NOW, THEREFORE, in consideration of the said mutual undertakings and

promises contained in this Agreement, the parties agree as follows: 1. The above recitations of facts and circumstances set forth in all of the

preceding "Whereas" clauses are expressly incorporated herein and form a part of the terms of this Agreement 2. Dr. Astrab hereby irrevocably offers his resignation from his position at the

College effective August 31, 2012, and the College hereby accepts said resignation. 3. Attached to this Agreement as Appendix "A" is Dr. Astrab's irrevocable

letter of resignation from employment with the College with an effective date of August 31, 2012. 4. Dr. Astrab shall return to the College by July 31, 2012 all information and

property belonging to the College which is in his possession or under his control, including without limitation, all equipment, credit cards, computers, cellular phones, keys, entry cards, identification cards, documents, files and all other College property of any nature whatsoever in his possession or under his control. 5. On or before July 31, 2012, Dr. Astrab shall clear his office of all personal

effects, meet with his immediate staff members and prepare a comprehensive list of all matters in the Office of the President that will require continued attention, which list shall be submitted to the Chairman of the College's Board of Trustees. 6. During the period August 1, 2012 through August 31, 2012, Dr. Astrab

shall be without the power or authority to act on behalf of the College. Dr. Astrab

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acknowledges functions

that during the period August of College President

1, 2012 through August shall be exercised

31, 2012, the

and authority

by the individual

appointed by the Board of Trustees to be "Acting 7.

President"

of the College. Dr. Astrab will

During the period August 1, 2012 through

August 31,2012,

be on paid leave, but shall work cooperatively available during such period, upon request, of the President performed and to respond to all

with the College

and make himself

to ensure the orderly transition of the Office requests for information concerning work

by Dr. Astrab while employed

by the College

or with respect to any present

or future legal action that involves the College. 8. residence Dr. Astrab acknowledges described that his right to live in and use the on campus Agreement dated June 8, 2011 Dr. Astrab and his to

in Section 13 of his Employment

shall terminate immediate

as a result of his resignation

from employment. residence 28, 2012.

family shall vacate the on campus

which has been furnished

them by the College no later than September 9.

The College shall on or before September as termination withholding days, pay:

17, 2012 pay to Dr. Astrab in a

lump sum the following salary, less applicable unused vacation leave

(i) the cash value of fifteen (15) month's

taxes;

plus (ii) the cash value of the accumulated days, and personal leave days that are

sick leave

standing to h is credit as of August 31, 2012, not to exceed 90 days. 10. insurance immediate The Board shall continue coverage to provide and optical and pay the full cost of health coverage for Dr. Astrab and his

coverage,

dental

family until November

30, 2013.

Dr. Astrab acknowledges

that his and his

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,..,
:)

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immediate family's entitlement to participation

in the health insurance, dental and

optical plans maintained by the College shall cease on November 30, 2013. 11. The Board shall continue to provide Dr. Astrab with an individual term life

insurance policy at standard premium rates, or a group term life insurance policy at standard premium rates, which provides benefits equal to two times his annual salary, until November 30, 2013. Dr. Astrab acknowledges that the Board's obligation to

provide him with life insurance shall cease on November 30, 2013. 12. The parties specifically agree that there shall be no additional monies paid with this Agreement and/or his

or benefits provided to Dr. Astrab in connection separation from employment with the College. 13.

The parties acknowledge and agree that the obligations under this

Agreement shall replace in their entirety the obligations under any other agreement, including Dr. Astrab's Employment Agreement dated June 8, 2011 as amended, as well as any contract, ordinance, scheme or arrangement for which Dr. Astrab is eligible as of the resignation date, including but not limited to claims for severance, termination pay, any unused leave, and/or any other compensation in any form. 14. Except as expressly provided by this Agreement, any and all rights and

obligations of Dr. Astrab and the College with respect to Dr. Astrab's employment with the College are duly and effectively terminated as of August 31,2012. 15. For purposes of this Agreement the words "Board," "College" or

"RELEASEES" shall include Nassau Community College, the Board of Trustees of Nassau Community College, and its members, officers, employees, agents, and

independent contractors.

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16.

The parties covenant that they have not filed any action, complaint,

proceeding, charge, grievance or arbitration or any other proceeding, administrative or judicial, against each other. The parties hereby covenant and agree not to file any

action, complaint, proceeding, charge, grievance or arbitration nor commence any other proceeding, administrative or judicial, against each other in any court of law, admiralty or equity or before any administrative agency or arbitrator seeking damages or other remedies with respect to their relationship, Dr. Astrab's employment, or respecting any matters which were or could have been claimed, or otherwise arising on or prior to the date of execution of this Agreement, except to the extent that any such claim concerns an allegation that any party has failed to comply with any obligations created by this Agreement. 17. RELEASES: (a) Dr. Astrab, for and in consideration of this Agreement by RELEASEES, hereby releases and forever discharges, and by this instrument does release and forever discharge the RELEASEES of and from all actions, causes of action, suits, charges, complaints, proceedings, grievances, obligations, costs, losses, damages, injuries, attorneys' fees, debts, dues, sums of money, accounts, covenants, contracts, controversies, agreements and promises of any form whatsoever (collectively referred to as "claims") including, but not limited to, any claims in law, equity, contract, tort or those claims which were or could have been alleged up until the date of execution of this Agreement, or any claims arising under any and all federal, state, county or local statutes, laws, rules and regulations pertaining to employment, as well as any and all claims under state or federal contract or tort law against RELEASEES,

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whether known or unknown, unforeseen, unanticipated, unsuspected, or latent which he, his heirs, executors, administrators, successors and assigns ever had, now have or hereafter can, shall or may have for, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world to the date of execution of this Agreement, except a claim that RELEASEES have failed to comply with any obligations created by this Agreement. (b) Without limiting the generality of the foregoing, Dr. Astrab agrees that he knowingly and voluntarily waives all rights he has or may have (or that of anyone on his behalf) to commence or prosecute any lawsuit, charge, claim, complaint, or other legal proceeding or action against RELEASEES, whether an individual or class action, with any administrative agency, court or other forum, including, but not limited to claims brought under the Americans with Disabilities Act of 1990, 42 U.S.C. §12101 et seq., Title VII of the Civil Rights Act of 1964, 42 U.S.C. §2000e et seq., the Civil Rights Act of 1991, Pub. L. No. 102~166, 105 Stat. 1071 (1991),42 U.S.C. §1981, the Fair Labor

Standards Act, 29 U.S.C. §201 et seq., the National Labor Relations Act, 29 U.S.C. §151 et seq., the Equal Pay Act of 1963,29 U.S.C. §206(d), the Employee Retirement Income Security Act of 1974, 29 U.S.C. §1001 et seq., the Rehabilitation Act of 1973, 29 U.S.C. §791 et seq., the Family and Medical Leave Act of 1993,29 U.S.C. §2601 et seq., the New York State Human Rights Law, N.Y. Executive Law §290 et seq., Title IX, 20 U.S.C. §1681 et seq., Age Discrimination in Employment Act of 1967 (ADEA), as amended by the Older Worker Benefit Protection Act of 1990, 29 U.S.C. §621 et seq., the New York Civil Rights Law, N.Y. Civil Rights Law §79-e et seq., the New York Equal Pay Law, N.Y. Labor Law §§194~198, the New York Workers' Compensation Law, N.Y.

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Workers' Compensation Law §1 et seq., under any and all other federal, state and local equal employment, fair employment and civil or human rights laws (whether statutory, regulatory or decisional), under the statutory, regulatory or common law of any

jurisdiction, including, but not limited to, any and all tort claims (e.g., assault, battery, false imprisonment, defamation, intentional infliction of emotional distress, negligent infliction of emotional distress, wrongful termination, negligent hiring, supervision and/or retention, conversion, interference with contract, abusive discharge) and under any and all federal, state and local laws relating to employment and/or gender discrimination, sexual and/or other harassment, retaliation, benefits, labor or employment standards, or retaliation. i. To comply with the ADEA and Older Workers Benefit

Protection Act of 1990 (OWBPA), this Agreement has advised Dr. Astrab of the legal requirements of the Act, and fully incorporates the legal requirements by reference into this Agreement as follows: (1) Dr. Astrab has carefully read this Agreement in its entirety and fully understands the significance of all of the terms and conditions of this Agreement; (2) Dr. Astrab acknowledges that RELEASEES have afforded him the opportunity to consider the terms of this Agreement for a period of twenty-one (21) days; (3) By this Agreement, the College has advised Dr. Astrab in writing that he should consult with an attorney of his choosing prior to executing this Agreement;

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(4)

Dr. Astrab acknowledges that he has been afforded the opportunity to consult with an attorney of his own choosing and specifically acknowledges that he has fully discussed the terms of this Agreement with his legal counsel, Eric Dranoff, Esq., and understands the meaning and effect of his waiver of all rights and claims under the ADEA;

(5)

Dr. Astrab does not waive any rights or claims under the ADEA that may arise after the date of execution of this Agreement;

(6)

r».

Astrab is receiving consideration beyond anything of

value to which he is already entitled in exchange for his execution of this Agreement; (7) Dr. Astrab is entering into this Agreement freely, voluntarily, and without duress or coercion; (8) The parties acknowledge that Dr. Astrab may revoke this Agreement within seven (7) days after this Agreement has been executed by all parties and that this Agreement shall not become effective until the eighth (8th) day after the execution of this Agreement. In the event Dr. Astrab

chooses to exercise his option to revoke this Agreement, Dr. Astrab shall notify the Chairman of the Board of Trustees in writing of said revocation, no later than 5:00 P.M. of the last day of the revocation period. Any such revocation by Dr.

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Astrab shall cause this entire Agreement to become null and void. (c) The Board, for and in consideration made by Dr. Astrab, as set forth herein, and other good and valuable consideration, hereby releases and forever discharges, and by this instrument does release and forever discharge Dr. Astrab of and from all actions, causes of action, suits, charges, complaints, proceedings, grievances, obligations, costs, losses, damages, injuries, attorneys' fees, debts, dues, sums of money, accounts, covenants, contracts, controversies, agreements and promises of any form whatsoever (collectively referred to as "claims") including, but not limited to, any claims in law, equity, contract, tort or those claims which were or could have been alleged up until the date of execution of this Agreement, or any claims arising under any and all federal, state, county or local statutes, laws, rules and regulations pertaining to employment, as well as any and all claims under state or federal contract or tort law against Dr. Astrab, excluding unknown claims which arise from any criminal or illegal act, defalcation, false claim, receipt of monies, or any other act involving the illegal or unauthorized receipt of monies or things of value of Nassau Community College by Dr. Astrab, by his own acts, by any third party through confederation with Dr. Astrab, or by Dr. Astrab acting alone or in confederation with others on behalf of a third party. 18. The parties to this Agreement shall not disparage each other at any time,

nor knowingly make any untrue statement with respect to each other hereunder. Without limiting the generality of the foregoing, no party to this Agreement shall initiate, respond to, or in any way participate in, or contribute to any discussion, public, private or otherwise, or take part in any other form of publicity, concerning, or in any way

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relating to, the execution and terms of this document and the disputes between the parties that led to any of the differences and/or disputes between them, The foregoing shall include individuals acting on behalf of the parties. Notwithstanding the foregoing, it is understood by the parties that this Agreement is subject to release pursuant to law. Should any request be made to the Board for this Agreement by subpoena, under the Freedom of Information Law or otherwise, the Board will provide Dr. Astrab with a copy of said request within two days of the receipt of the request by the Board. 19. The parties specifically acknowledge that they understand that this

Agreement is a legally binding document and that by signing this Agreement, they are prevented from filing, commencing or maintaining any action, complaint, charge,

grievance, arbitration or other proceeding against each other, except as expressly permitted by the terms of this Agreement 20, This Agreement shall not be effective or binding unless and until it is

approved by the Board of Trustees, by formal resolution, 21, The parties represent and acknowledge that no representation, statement,

promise, inducement, threat or suggestion has been made to influence them to sign this Agreement, except such statements as are expressly set forth herein, 22. The parties acknowledge and agree that they have been given a sufficient

time period within which to consider this Agreement, that they have carefully read this Agreement in its entirety, and that they have been given an opportunity to fully discuss the terms of this Agreement with legal counsel of their own choosing. The parties

further acknowledge and agree that, in deciding to execute this Agreement, they have had the opportunity to ask any questions that they may have of anyone, including legal

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counsel and other personal advisors of their own choosing, that they have had the right to consult with legal counsel of their own choosing, and that they have executed this Agreement freely, voluntarily, and of their understanding of its terms and effects. 23. The parties acknowledge that this Agreement represents the full, final, and own will, and with full and complete

complete resolution of this matter and that this Agreement supersedes all prior agreements, written or oral, if any, between the parties. 24. This Agreement may not be changed except by an instrument in writing

signed by the parties. 25. The parties agree to cooperate fully and execute this Agreement and all

supplementary documents and seek all necessary approvals and take any and all additional action which may be necessary or appropriate to give full force and effect to the terms and intent of this Agreement. 26. It is expressly agreed by and between the parties that any dispute or

disagreement relating to interpretation and/or enforcement of this Agreement and/or any other dispute concerning this instrument shall be submitted for final disposition to arbitration by the American Arbitration Association pursuant to its Rules for Commercial Arbitration. Notwithstanding such rules, the parties agree that the arbitration hearing

shall take place in the State of New York, Nassau County. 27. This Agreement shall be governed by and construed and interpreted in

accordance with the laws of the State of New York. 28. If any provision of this Agreement is determined to be contrary to law by a

court of competent jurisdiction, it is understood and agreed that such provision shall be

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deemed deleted and the balance of this Agreement without such deleted provision, if otherwise lawful, shall remain in full force and effect If any such deleted provision

involves compensation or a monetary or fringe benefit, the undersigned parties agree to negotiate as part of this Agreement, in place of such deleted provision, a substitute of comparable value thereto, and in the event of an inability to agree exceeding forty-five (45) days from the date of the declaration of illegality, either party hereto may submit the issue for final disposition to arbitration by the American Arbitration Association pursuant to its Rules for Commercial Arbitration. Notwithstanding such rules, the parties agree that the arbitration hearing shall take place in the State of New York, Nassau County. The arbitrator appointed to hear the matter shall be empowered to make an award of comparable value or compensation as reasonably implements the intent of the parties under the deleted provision. 29. This Agreement contains all the terms and conditions agreed upon by the

parties hereto and nothing shall be deemed to exist to vary the terms and conditions contained herein. 30. This Agreement may be executed in counterparts, each of which shall be

deemed an original, but all of which together shall constitute one and the same agreement. This Agreement may be executed by facsimile or pdf signature. 31 . This Agreement shall be binding upon and inure to the benefit of the

parties and their respective heirs, executors, administrators, legal representatives, successors and assigns. This Agreement is not intended, and shall not be deemed, to create or confer any right or interest for the benefit of any person not a party hereto.

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32.

If any party(ies) to this Agreement

contend(s) that any other party(ies)

has(have) materially breached the terms of the Agreement, such party(ies) shall give the other party(ies) to this Agreement notice thereof, as defined herein. The party(ies) that contend(s) that this Agreement has been materially breached shall give the other party(ies) ten (10) days notice, as defined herein, to cure the alleged breach before taking any legal action and the party(ies) to whom written notice of a breach has been given shall not take any legal action under this Agreement within that ten (10) day period. However, the failure of any party(ies) to object to one or more breaches or

violations of this Agreement shall not constitute a waiver or limitation upon the right of such party(ies) to object to any other breach or violation of this Agreement. Any notices and other communications required or permitted to be given hereunder shall be given in writing and marked "personal and confidential" and shall be deemed to have been given when hand delivered or three (3) days after simultaneously mailing: (1) by certified maif, proper postage prepaid, return receipt requested; and (ii) first-class mail, proper postage prepaid, and such notices shall be addressed as follows: The Board of Trustees: Board of Trustees Nassau Community College One Education Drive Garden City, NY 11530 Dr. Astrab: At an address to be furnished within ten (10) days of the effective date of this Agreement. Any party may, in writIng, designate a new or additional address for notices at any time.

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33.

Dr. Astrab shall remain entitled to aU rights to indemnification, defense or

to be held harmless as provided under New York Law, Local Law, resolution, by-law or otherwise.

Dated:

_-+2-+1_;",--.·

I

si:,,,,,-1_ I
,~~
\

~~

...~

On the day of DONALP:P:A . RAB, tomeknown

aSS

-v\~ 0

DR. DONALD P. A~'

.~-._I .
.,/""'\
__~_

....•

,2012, before me personally came DR. and nown to be the individual described herein .
JOHN CZERNIUK NOTARY PUStle-STATE OF NEW YORK

~-~~~~~~--~>.-~.. .
"' .... ,-"-

NO.01CZ6211553 Qualified ln Kings County My Commission ExpiresSeptember 21

,_??.r.3

Y COLLEGE Dated: _~--,-+_'3_f)-t--'-Z__ __ E Ch ir an, Board of Trustees ~~I~~~~::

d:~O~~"d~wn tob:~~;'i:;;:~~~a~~!~~":da~~r~~~e GEOFFREY N.
Ci 1... /) C - rLb'ilL~eG~
!

C;t/)v11'\.Q_

/7

Notary Public

ANNE E, BRANDI Notary Public, State of New York;
Qualified in Nassau County January 26. 2.0/id
No. 01 BR6i 04733

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Appendix "A"

Date: Nassau Community College Board of Trustees One Education Drive Garden City, NY 11530 Attention: Geoffrey N. Prime Re: Resignation

Dear Members of the Board of Trustees: I, DONALD ASTRAB, herewith submit my resignation from my position of employment at Nassau Community College, effective August 31, 2012. I understand, acknowledge and agree that this letter of resignation is irrevocable.

JOHN CZERNIUK NOTARY PUBLIC-STATE OF NEW YORK NO.OICZ6211553 Qualified In Kings County )O!
My Commission Expires September 21,

'3
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