AGREEMENT AND GENERAL RELEASE

THIS AGREEMENT, made and executed this~_

day of April, 2011, by

and between the Borough of Roselle; New Jersey, (hereinafter the "Borough") and Wendy Wulstein, (hereinafter the "Employee").
WIT N E SSE

T H:

WHEREAS, the Employer and the Employee deem it to be in their best interests to set forth in a formal written agreement their respective rights,

duties, and obligation; and WHEREAS, the Employee has been afforded the opportunity to consider the terms of this Agreement with advice of counsel and/ or representative of her choice and has at least 21 days to review the Agreement, unless Employee opts to waive said 21 day period as set forth hereinbelow. NOW, THEREFORE, in consideration of the promises and the mutual

covenants herein contained, and for other good and valuable considerations:
1.

Terms
A.

Employee shall be on paid administrative leave for the period April 11, 2011 through and including August 5, 2011; during which

time she is not obligated to appear for work at the Borough nor
perform any duties for the Borough and can freely seek alternative employment elsewhere;
B.

Employee

shall

submit

to

the

Borough

Administrator,

contemporaneously

with execution of this Agreement and release,

a letter to the Borough informing the Mayor and Council that she

is resigning in good standing

from her position as Chief Financial

Officer, effective at the close of business on August 5, 2011; C. Said resignation Administrator D. letter shall be held in escrow with the Borough

until required for the Council to accept same;

in good standing at a terminating Employee's

The Borough shall accept said resignation Council meeting in August 2011, thereby employment business

as the Chief Financial Officer effective at the close of

on August 5,2011;

E.

Employee shall be paid regular salary, less applicable deductions, including but not limited to taxes and pension, leave with payments pursuant for the period of to the Borough's

administrative

normal payroll system, and all present health benefits shall remain in full force and effect until September employee will continue 2, 2011. During this time, to which she is

to receive all benefits

entitled as if she were still an employee of the Borough, except she will not accumulate any vacation, personal or sick time.

F.

Should

Employee accept new Full-Time employment

at anytime

after the conclusion

of the 40 clay period outlined in Pargraph G

herein, prior to August 5, 2011, Employee's pay shall terminate as of the date new Full-Time employment present August starts, however, and all

health benefits shall remain in full force and effect until

31) 2011 and Employee shall be offered COBRA effective 1, 2011.
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September

G.

During the initial forty (40) workdays of the administrative leave as

set forth in Paragraphs l(A) and l(D) of this Agreement, Employee time as follows:

shall be considered to be using her accumulated

seventeen (17) vacation days three (3) personal business days and twenty (20) sick days.

H.

Employee will be compensated

for professional expenses she had

to incur as the Chief Financial Officer, based upon the submission

of documentation of said expenses which shall not exceed Four

Hundred Dollars ($400) I. The Borough will advise any inquiries by potential future

employers

of Employee) that she has resigned in good standing

and that her service as Chief Financial Officer was from January 4,
2010 to April 11, 201 L J.

Based upon the agreement of the parties hereto,

be free to employ a replacement

the Borough will

Chief Financial Officer and so

advise the Department of Community Affairs about the same. The

Employee will cease to hold the title of Chief Financial Officer as of April 11, 201l. 2. Release A. In consideration of the payments referred to in paragraphs l(A),

and

1(E) above, Employee for herself and for her heirs, and assigns

(hereinafter collectively referred to as the "Releasers"], forever release and discharge the Borough and any and all of the Dorough's employees,
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officials, and agents,

(whether

acting as agents

for the Borough or in

their individual capacities) (collectively referred to as "Releasees"), from any and all claims, demands, causes of action, fees and liabilities of any theory, whether

kind whatsoever
contractual,

(based upon

any legal or equitable

common-law,

statutory, federal, state, local or otherwise),

which Releasor ever had, now has or may

whether known or unknown,

have against Releasees by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter up to and

including the Release Effective Date.

B.

Without limiting the generality of the foregoing, this Agreement and

Release shall release and forever discharge the Releasees of and from any

claim arising out of or in any way relating to Employee's employment

with the Borough and the termination to claims for discrimination, harassment thereof, including, or retaliation but not limited

based on gender,

age, race, color, ethnicity, pregnancy,

disability,

family or medical leave,

national origin,

marital status, sexual

orientation,

sexual

affection,

religion, or any other legally protected violation of the following: • • •

characteristic,

and any alleged

The National Labor Relations Act; Title VII of the Civil Rights Act of 1964; Sections 1981 through 1988 of title 42 of the United States

Code;
• The Age Discrimination in Employment Act of 1967;

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• The Employee Retirement Income Security Act of 1974; • The Immigration Reform and Control Act; • The Americans with Disabilities Act of 1990; • The Fair Labor Standards Act; • The Occupational Safety and Health Act;
• The Family and Medical Leave Act;

• The New Jersey Law Against Discrimination; • •

•

New Jerseys Wage and Hour Laws; New .Jersey's Wage Payment Laws;
New .Jersey's Family and Medical Leave law;

• Any other federal, state or local civil rights, human rights or employment law;
• Any other local, state or federal law, regulation or ordinance;

• Any public policy, express or implied contract, tort, or common law.

c.

Employee covenants not to commence, maintain, prosecute or

participate in any action, charge, complaint, arbitration or proceeding of any kind (on her own behalf and/or on behalf of any other person or entity and/or on behalf of or as a member of any alleged class of persons) in any court, or before any administrative or investigative body or agency (whether public, quasi-public or private) against Releasees with respect to any act, omission, transaction or occurrence up to and including the date of the execution of this Agreement. Employee further represents

that she has not commenced, maintained, prosecuted or participated in

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any action, charge, complaint, his own behalf and/or

arbitration

or proceeding of any kind (on on behalf of

on behalf of any other person and/or

or as a member of any alleged class of persons) that is presently pending in any court, or before any administrative or investigative body or agency

(whether

public,

quasi-public,

or private),

against or involving the

Borough, its agents, officers or employees. Employee acknowledges that any such action, charge or complaint would be released pursuant Agreement. 3, to this

Knowing and VoluntarY Waiver

Both parties acknowledge that in the execution of this Agreement they

are affecting a knowing and voluntary waiver of any claims, liabilities or causes of action against the Employee and Borough or any of the

Borough's

employees, officials, and agents.

The Employee further acknowledges that the

with an attorney prior to executing this and/ or other all of its

Borough has advised her to consult

Agreement.
representative terms.
4.

The Employee

has

consulted

with an attorney

and has read this Agreement

and fully understands

Binding Effect This Agreement shall be irrevocable, fully binding and shall inure to the

benefit

of

the

parties
successors

hereto

and

their

respective

heirs,

executors,

administrators,
5.

and assigns.

Confidentiality

Page IS of 10

The Borough this Agreement,

and the Employee understand

and agree that every aspect of have been shall

as well as the nature and terms of this settlement,

as forever confidential. by disclosure: This confidentiality accountants,

and will be treated not be breached

provision

(i) to attorneys) legal,

or financial (ii] to

advisors government

for purposes agencies

of obtaining

investment

or tax advice;

to which disclosure jurisdiction;

is required

by law; or (iii) by the Order Spouse. To the extent for comment or

of a Court of competent that employees

discussion media, resolved.

or (iv) Employees

of the Borough this matter,

or the Employee are approached whether response privately

about

or by representatives has been

of the amicably they nor

the only permissible

is that the matter

Moreover, the Borough

and the Employee

agree that neither

their attorneys

will file this document

and the Employee comments

with the Court or make it public in any further agree that they shall not make to present or former may

way. The Borough

any disparaging

or statements or entity

to the press,

employees,

to any individual

with whom

or which

the parties

have a business disparaging

relationshrp, or to others.

For purposes

of this Agreement, damage

comment

is one that would likely cause

material

or harm

to the interests
Borough's

or reputation

of the parties .. Notwithstanding as confidential

the forgoing, the

agreement

to treat the agreement

under this paragraph

may be limited by applicable

law, including

but not limited to the Open Public and disclosure of

Records Act, and court decision, the terms thereof in accordance shall not be considered a breach

and release of this Agreement) with the requirements

of law or court decision will notify the

of this provision. The Borough

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Employee of any such disclosure, and the Employee may, but is not obligated to,
challenge the release or clisclosure as Employee deems necessary.

6.

Modification This Agreement

may

be modified or amended

only by a written

instrument duly signed by each of the parties or their respective successors or

aSSIgns. 7. Entire Agreement

This Agreement supersedes

all pnor agreements

and understandings of the parties with warranties,

in this

between the parties; it contains the full understanding

respect to this subject matter, and there are no representations,

agreements or undertakings other than those expressly

contained

Agreement.

This Agreement does not set precedent for the Employer or

establish any policy. 8.

Controlling Law This Agreement shall be construed in accordance with and governed by

the laws of the State of New Jersey.

9.

Document Review Employee represents and warrants that the Borough has given Employee

a period of at least 21 days for Employee to review and consider all the terms

and conditions of this Agreement, but Employee may waive this 21-day period
by signing in the space provided at the end of this Agreement. 10.

Revocation of Agreement

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Employee may revoke this Agreement within seven (7) days after the date
this Agreement is executed by all parties to same. Revocation must be in the

form of written notice to the Borough, delivered by Certified Mail to David G. Brown II, MPA, Borough Administrator, 210 Chestnut Street, Roselle, New

-Jersey 07203. Employee may not waive this seven (7) day period.

Page 9 of 10

11.

Agreement ~ff~9tiye Dat~ This Agreement shall not be effective or enforceable until the seven (7)

day revocation period has expired.

The sums and benefits not previously paid period has

shall not be provided until after the seven (7) day revocation expired.

IN WITNESS WHEREOF, the parties have set their hands and seal the day and year ffrst above Written. BOROUGH OF ROSELLE

Wendy A. Wulstein
Date:

David G. Brown

u, MFA

AdminiS1r

----------------

Date:

S ~\ \.)

WITNESS:

WAIVER

By signing below, the undersigned

Entployee hereby irrevocably elects to

waive the 21 ..day period referred to on Page 6, Paragraph 9 of this Agreement.

WENDY A. WULSTEIN

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11.

Agreement Effective Date This Agreement shall not be effective or enforceable until the seven (7)

day revocation period has expired.

shall not be provided until

The sums and benefits not previously paid (7) day revocation period has

after the seven

expired. IN WITNESS WHEREOF, the parties have set their hands and seal the

day and year first above written. EMPLOYEE BOROUGH OF ROSELLE

David G. Brown II, MPA Administrator

Date: __
WITNESS:

Date:
WITNESS:

~_

WAIVER
By signing below, the undersigned Employee hereby irrevocably elects to 9 of this Agreement.

waive the 21-day period referred to on Page 6, Paragraph

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