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AND GENERAL RELEASE
This Separation Agreement and General Release ("Agreement") is knowingly, willingly, and voluntarily entered into by Jeffrey Hathaway ("Hathaway") and the University of Connecticut, and all of its parent, subsidiary, and related companies, entities or affiliates, directors, successors, agents, representatives, and associates (collectively referred to as "UCono"). Whereas, Hathaway has been employed by DConn as Athletic Director, and Hathaway and UConn mutually wish to provide for the orderly cessation of Hathaway's employment with UConn, and to resolve amicably and without resort to litigation or arbitration any and all claims and disputes which Hathaway or UConn may have arising from or out of Hathaway's employment, the conclusion of his employment with UConn, and all other matters between UConn and Hathaway; and Whereas, Hathaway and UConn mutually enter into this Agreement; Now, therefore, in consideration of the mutual promises contained in this Agreement, and for good and valuable consideration, receipt of which is duly acknowledged by both parties, Hathaway and UConn agree as follows: 1. This Agreement supersedes that certain University of Connecticut Athletic Director Agreement dated May 9, 2006 (the "Employment Agreement") and any other contract or agreement, written or oral, express or implied and any past practices between Hathaway and UConn. Subject only to the provisions of paragraph 14 herein, this Agreement shall be effective upon signing by both parties. 2. Subject only to the provisions of paragraph 14 herein, effective immediately, Hathaway retires from his position as Athletic Director and resigns from any UConnaffiliated boards or organizations. To assist in an orderly transition, Hathaway shall remain employed by UConn until September 15, 2011, serving as an advisor on athletics and hereby retires from employment with UConn as of September 15, 2011. Until September 15,2011, Hathaway shall continue to receive the same compensation to which he was entitled prior to the execution of this Agreement. Hathaway's specific duties, work locale and authority prior to September 15,2011 will be determined by UConn, including any reimbursable travel. On or about September 15, 2011 UConn shall pay Hathaway the pro-rated value of the Media Availability portion of his compensation earned or that otherwise would have been earned pursuant to the Employment Agreement through and including September 15, 2011. 3. Subject to the offset described hereafter for compensation earned by Hathaway from other employment in ajob related to athletics during the subject period, after September
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15,2011, DConn shall pay Hathaway in biweekly installments, the compensation he would have earned over one year under the Employment Agreement with VConn (including base salary of$351,717 plus media availability payments of$179,860, or $531,717.00 total). Each such biweekly payment shall be reduced by an amount equal to the compensation and benefits Hathaway actually receives from other employment provided said employment is in a job related to athletics. In no event will such payments continue past September 15,2013 regardless of whether the payments to Hathaway have reached $531,717. Under no circumstances shall such payments to Hathaway exceed a total of $531,717. The biweekly payments during this period shall not be deemed compensation for purposes of determining or calculating any pension benefits. Hathaway will promptly provide, without being asked, complete documentation of any compensation and benefits he receives during this period from other employm~nt provided said employment is in ajob related to athletics. 4. On or about September 15,2011 VConn shall make one lump sum payment to Hathaway in the amount of the employee cost of continuing Hathaway's existing health and dental coverage under COBRA for the duration of such COBRA coverage, eighteen (18) months. This amount will not be increased even if the cost of COBRA coverage increases in the future. 5. On or about September 15, 2011 Hathaway shall be paid for accrued and unused vacation time accrued up to a maximum of 120 days at a rate based on his total annual compensation of $531 ,717.00. 6. For academic years 2011-12 and 2012-13 or until graduation, whichever occurs first, Hathaway shall continue to receive tuition remission from DConn for one student family member to attend DConn. 7. The pending "360" evaluation process has been terminated prior to its completion. DConn is of the view that the draft 360 Evaluation is either exempt from disclosure or not a public record. DConn shall not voluntarily disclose the draft 360 Evaluation pursuant to the Connecticut Freedom of Information Act ("FOIA") or on any other voluntary basis. DConn shall oppose such disclosure in any administrative proceeding, and cooperate with Hathaway or his counsel in opposing such disclosure. The parties agree that Hathaway'S and his attorneys' responses to the draft 360 Evaluation previously submitted are equally a part of the personnel evaluation and either exempt from disclosure or not a public record. Should the draft 360 Evaluation be released at any time, Hathaway shall have the right, but not the obligation, to release Hathaway's and his attorneys' response to the draft 360 Evaluation as previously submitted.
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8. Unless compelled by legal process or an NCAA investigation, Hathaway agrees that he shall not make any derogatory or defamatory statements about his employment at UConn, about LlConn, about any previous or current employee or officer ofUConn, or any previous or current member ofUConn Board of Trustees. Hathaway shall cooperate fully with the University and/or the NCAA in connection with any investigation and/or hearing that may arise from any alleged violation of NCAA rules that allegedly occurred during his tenure as UConn Athletic Director or consultant on athletics, and nothing in this Agreement shall be construed as limiting or influencing Hathaway's cooperation or testimony in any such proceeding or investigation. Similarly, unless compelled by legal process or NCAA investigation concerning events occurring during Hathaway'S employment, UConn agrees that it shall not make any derogatory or defamatory statements about Hathaway andlor his employment at UConn. In the event of such NCAA investigation, UConn, like Hathaway, shall cooperate fully with the NCAA in connection with any investigation andlor hearing, and UConn shall provide Hathaway with legal representation in accordance with controlling state law. Nothing herein shall prevent either party from providing an appropriate and measured response to a defamatory or derogatory statement by anyone. 9. Neither Hathaway nor UConn will issue any press release or other written public announcement relating to this Agreement without the prior approval of the other party, including approval of the contents of any such release or announcement. Such approvals shall not be unreasonably withheld. 10. UConn agrees to support and not to interfere with any efforts Hathaway may engage in to maintain his membership on, or chairmanship of, the NCAA Basketball Committee. 11. Both Hathaway and UConn acknowledge that each has read and reviewed the terms of this Agreement, including the waiver and release of claims, and each has consulted with counsel regarding this Agreement. Both Hathaway and UConn agree and acknowledge that each has signed this Agreement knowingly, voluntarily, there having been no threat or inducement to withdraw or alter the terms embodied herein or to provide different terms for signing and there has been no fraud or misrepresentation by either party. Hathaway expresses acknowledges and agrees that UConn owes him no payment or benefits other than as set out by this Agreement, that all payments pursuant to this Agreement shall be subject to all withholding as required by law and UConn policy, and that he bears sale responsibility for all direct or indirect tax consequences of the payments made to him under this Agreement. 12. In consideration of the terms and conditions described in this Agreement, Hathaway for himself, his heirs, representatives and assigns hereby irrevocably, voluntarily and knowingly, covenants not to sue, and releases and forever discharges the University and
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its agents, and employees, any other former or future officers, servants, agents or employees of the State of Connecticut, both in their official and individual capacities, and the State of Connecticut itself, from any and all claims, grievances, demands, obligations, actions, cause of action, lawsuits, administrative proceedings, rights, damages, costs, loss of services, expenses and compensation of any nature whatsoever in any forum, whether based on tort, contract or other theory of recovery, for any matter from the beginning of time to the date of his signature on this Agreement, arising out of his employment with the University, including without limitations, any and all damages to Hathaway which have resulted or may result from any acts or omissions of the University. Nothing contained in this Agreement shall constitute a release or waiver of any pension, retirement, or similar benefits to which Hathaway may be entitled as a consequence of his employment with the State of Connecticut, nor shall this document constitute a release or waiver of any rights the release of which is prohibited by law. Similarly, UConn in consideration of the terms and conditions described in this Agreement, hereby irrevocably, voluntarily and knowingly, covenants not to sue, and releases and forever discharges Hathaway, and his agents and attorneys, from any and all claims, grievances, demands, obligations, actions, cause of action, lawsuits, administrative proceedings, rights, damages, costs, loss of services, expenses and compensation of any nature whatsoever in any forum, whether based on tort, contract or other theory of recovery, for any matter from the beginning of time to the date of his signature on this Agreement, arising out of Hathaway's acts or omissions within the scope of his employment not wanton, reckless or malicious. Nothing in this Agreement releases either party from his or its obligations or any other claims arising after the effective date of this Agreement. 13. The parties expressly acknowledge that this Agreement is intended to, and shall, constitute full and final settlement of all claims and/or rights of action which Hathaway has or may in the future have, arising out of any of the facts and circumstances which are the subject of or related to Hathaway's employment with and separation from the University, including, but not limited to, such claims as may be cognizable under Title VII, ADEA, federal law, the United States Constitution, the Connecticut Constitution, and state law or common law claims, including negligent and intentional infliction of emotional distress, as more fully reflected in the release of liability contained above. 14. Hathaway represents that, consistent with the Older Workers Benefit Protection Act of 1990, he has been advised to, and has had the opportunity to, seek the advice and assistance of counsel with regard to this agreement and release provision; that he is advised that he has at least 21 days within which to consider its terms and understands that he has up to seven days after signing the release provision to revoke it and that the benefits provided pursuant to this agreement are benefits to which he would not have
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been entitled had he not signed the release provision. The release provision will not become effective or enforceable until the eighth day after signing by Hathaway. Hathaway understands that ifhe wishes to revoke the release provision during the seven days after having signed it, he may do so by delivering written notice to Assistant Attorney General Ralph E. Urban, University of Connecticut, 343 Mansfield Rd., Unit 2177, Storrs, CT 06269h2177. In the event that Hathaway exercises his right to revoke the release provision in accordance with this paragraph, the entire Agreement shall become null and void. 15. The parties agree that this Agreement is unique to these particular circumstances and will not be used as evidence of custom, practice or precedent in any other proceeding. 16. This Agreement constitutes the entire agreement of the parties. This Agreement may be modified or amended only by a writing, signed by Hathaway and an authorized official ofUConn. Hathaway acknowledges that UConn has made no representations or promises to him other than those encompassed in this Agreement. 17. This Agreement shall be governed by the laws of the State of Connecticut. 18. This Agreement may be executed in multiple counterparts, each of which shall be regarded for all purposes as an original, constituting but one and the same instrument. 19. The parties agree that this document is not exempt from disclosure under FOIA. UConn has the right to disclose it. 20. Notwithstanding any provision of this Agreement to the contrary, any alleged breach of this Agreement shall be committed to non-binding mediation, and if needed, nonbinding arbitration. Agreed by:
Susan B. Herbst, President Date
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