{"id":40463,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/separation-agreement-equity-office-properties-trust-and-timothy.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"separation-agreement-equity-office-properties-trust-and-timothy","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/separation-agreement-equity-office-properties-trust-and-timothy.html","title":{"rendered":"Separation Agreement &#8211; Equity Office Properties Trust and Timothy H. Callahan"},"content":{"rendered":"<pre>                                  June 24, 2002\n\nVIA MESSENGER\nPERSONAL AND CONFIDENTIAL\n\nMr. Timothy H. Callahan\n\nDear Tim:\n\n         This letter agreement (\"Letter Agreement\") confirms our recent\ndiscussions regarding your separation of employment from EOP Operating Limited\nPartnership and Equity Office Properties Trust (collectively the \"Company\").\nThis Letter Agreement sets out the arrangements we discussed.\n\n1.       Separation from Employment\n\n         Your separation from active employment with the Company, and your\nresignation as a director and officer of the Company and its affiliated entities\nwas effective April 18, 2002, your last day of active employment. However, you\nhave been on an inactive, unpaid leave-of-absence status beginning April 18,\n2002 and extending through June 30, 2002. Your last day on inactive status, June\n30, 2002, will be your separation date (\"Separation Date\"). As of April 18,\n2002, you had no further duties or work and the Company no longer authorized you\nto incur any expenses, obligations or liabilities on behalf of the Company. The\nCompany shall provide to you normal benefits of employment in accordance with\nits established plans, policies and procedures while you are on inactive, unpaid\nleave-of-absence, but you shall not be eligible to accrue additional paid leave\ntime or vacation after April 18, 2002. Moreover, except as otherwise provided in\nthis Letter Agreement, the Company's established plans and procedures shall\ngovern any benefit continuation or conversion rights. Enclosed as Attachment 1,\nand incorporated herein, is an Employee Benefits Summary that summarizes your\nbenefits upon separation regardless whether you execute this Letter Agreement\nand Waiver and Release Agreement (\"Release\") as provided in Paragraph 2 below.\n\n2.       Separation Pay and Separation Benefits\n\n         On the condition that (i) on or before 5:00 p.m., Wednesday, June 26,\n2002 you sign, date and return to Stanley M. Stevens in our office two (2)\ncopies of this Letter Agreement, (ii) on or within three (3) days after your\nJune 30, 2002 Separation Date you sign, date and return to Stanley M. Stevens\nthe Release attached hereto as Attachment 2, and incorporated herein (the date\nof such timely delivery, if it occurs, is herein referred to as the \"Delivery\nDate\"), and (iii) you comply with your obligations set forth in this Letter\nAgreement and Release and do not revoke the Release during the revocation period\ndescribed in Paragraph 9 of the Release, in addition to whatever paid time off\nand grandfathered vacation time that you are due for active service through\nApril 18, 2002, the Company will provide you the following separation pay and\nseparation benefits:\n\n\n\n\n\n\n\n\n\n         -        (a) Separation pay shall consist of the gross amount of One\n                  Million Seven Hundred Thousand Dollars ($1,700,000.00)\n                  consisting of the sum of fifty-two (52) weeks of base salary\n                  ($850,000.00), plus one annual target bonus ($850,000.00) to\n                  be paid in equal installments over eighteen (18) months in\n                  accordance with the Company's regular payroll payment schedule\n                  commencing as soon as practicable following the Effective Date\n                  (defined in subparagraph (b) below), but in no event later\n                  than fifteen (15) days following the Effective Date. No other\n                  bonus or other payment or benefits shall be available or\n                  payable, except as provided in this Letter Agreement. In lieu\n                  of the foregoing installment payments, you may elect in\n                  writing to Stanley M. Stevens by July 10, 2002 to have your\n                  separation pay paid in a single lump sum payment equal in\n                  amount to the present value of the foregoing installment\n                  payments discounted at a rate of four percent (4%) per annum.\n                  The single lump sum payment, if so elected, shall be paid as\n                  soon as practicable, but in no event later than fifteen (15)\n                  days following the Effective Date.\n\n         -        (b) Effective as of the first business day following the\n                  expiration of the revocation period in Paragraph 9 of the\n                  Release (the \"Effective Date\") and in lieu of any and all\n                  prior, existing or future rights to vesting under the Company\n                  share option grants and agreements and restricted share awards\n                  provided to you:\n\n                  (i)      You will be one hundred percent (100%) vested in all\n                           your Company share option grants and agreements\n                           (totaling 1,669,917 share options, comprising all\n                           previously vested (1,054,000) and currently unvested\n                           (615,917) options) with the right to exercise such\n                           vested Company share option grants for the term of\n                           each such respective Company share option grants and\n                           agreements; and\n\n                  (ii)     The Company will provide to you, in aggregate, shares\n                           representing your beneficial, unrestricted ownership\n                           as to Three Hundred Fifteen Thousand One Hundred and\n                           Eleven (315,111) Equity Office Properties Trust\n                           (\"EOPT\") common shares of beneficial interest in lieu\n                           of, and in satisfaction of, all further rights to\n                           previously vested or currently unvested EOPT shares\n                           which were initially issued as restricted share\n                           awards under the EOPT 1997 Share Option and Share\n                           Award Plan (As Amended and Restated Effective July 1,\n                           1997) (\"Share Award Plan\"). Satisfaction of delivery\n                           as to the aforementioned EOPT shares shall occur\n                           according and pursuant to the following schedule:\n\n                                    (I) One Hundred Seventy One Thousand Two\n                                    Hundred and Fifty (171,250) EOPT shares,\n                                    which have vested and you have previously\n                                    transferred to the Equity Office\n                                    Supplemental Retirement Savings Plan, dated\n                                    effective November 1, 1997, as amended\n                                    (\"SERP\"), shall remain in and otherwise be\n                                    fully subject to the terms and conditions of\n                                    the SERP while maintained therein; and\n\n                                    (II) As to the remaining Four Hundred\n                                    Nineteen Thousand Three Hundred and Six\n                                    (419,306) unvested EOPT shares, the Company\n                                    shall, in its sole and full discretion under\n                                    the Share Award Plan, accelerate and vest\n                                    One Hundred Forty Three Thousand Eight\n                                    Hundred and Sixty One (143,861) of said\n                                    shares upon the Effective Date and cause\n                                    said shares to be transferred into your SERP\n                                    account as soon as practicable after the\n                                    Effective Date, but in no event later than\n                                    fifteen (15) days following the Effective\n                                    Date. Upon transfer into the SERP, such\n                                    shares shall otherwise become and remain\n                                    fully subject to the terms and conditions of\n                                    the SERP while maintained therein. The\n                                    balance of the unvested\n\n\n\n\n\n\n\n                                    EOPT shares, Two Hundred Seventy Five\n                                    Thousand Four Hundred and Forty Five\n                                    (275,445) EOPT shares, shall be forfeited.\n\n                           Upon the completion of all actions contemplated in\n                           the preceding subclauses (I) and (II) of this clause\n                           (ii) and simultaneously therewith, all entitlement to\n                           all restricted shares from your Company restricted\n                           share awards heretofore made shall each become null,\n                           void and of no further force of effect.\n\n         You acknowledge that the foregoing separation pay and a portion of the\nforegoing separation benefits are extra pay and benefits to which you are not\nentitled under the Company's established policies, plans and procedures absent\nyour signing this Letter Agreement and the Release. You further acknowledge and\nagree that the Company's offer and payment of such separation pay and separation\nbenefits to you and your signing of this Letter Agreement and the Release does\nnot in any way indicate that you have any viable claims against the Company or\nits affiliates or that the Company or its affiliates has or admits any liability\nto you whatsoever.\n\n         The Company encourages and advises you to consult with your attorney at\nyour own expense prior to signing a copy of this Letter Agreement and the\nRelease. The terms of this Letter Agreement permit you at least twenty-one (21)\ncalendar days from the receipt of this Letter Agreement and the Release, to\nconsider signing the Letter Agreement and Release and seven (7) calendar days\nafter signing the Release to revoke the Release. You acknowledge that the\nmodifications reflected in this Letter Agreement and Release will not restart\nthe running of the twenty-one (21) calendar day period which commenced on June\n5, 2002. Moreover, you acknowledge that you have been represented by your own\nlegal counsel with respect to this Letter Agreement and Release.\n\n         The Company shall deduct from the separation pay and separation\nbenefits provided by this Letter Agreement and the Company's benefit plans, all\nlegally required taxes and any monies owed the Company. You shall have no duty\nto mitigate in respect of any compensation you are receiving hereunder. In the\nevent that you die after the Effective Date but before receiving full payment of\nseparation pay under this Section 2, the Company shall pay the balance of the\nseparation pay to your estate. Your receipt of separation pay and separation\nbenefits payments under this Letter Agreement will not create an employment or\nagency relationship with the Company.\n\n3.       Company Property\n\n         By or before your Separation Date, you agree to return to the Company\nall files, records, documents, reports, and other business equipment, keys,\ncredit cards, and other physical or Company personal property you possess or\ncontrol and you further agree that you will not keep, transfer or use any copies\nor excerpts of the foregoing items. Notwithstanding the preceding sentence, you\nwill be allowed to retain for your personal use and ownership your\nCompany-provided laptop computer and personal data assistant (PDA) device,\nprovided all Company proprietary and confidential information, as described in\nParagraph 4 below, has been removed from such equipment prior to its final\nrelease to you.\n\n         However, you will have continued use of your Company voicemail until\nyour Separation Date. It is understood that you will forward all voicemails\nconcerning the Company business to the undersigned.\n\n\n\n\n\n\n\n\n\n4.       Confidentiality\/Nonsolicitation\n\n         You agree from and after today to keep strictly confidential the\nexistence and terms of this Letter Agreement and you further agree that you will\nnot disclose them to any person or entity, other than to your immediate family,\nyour attorney, and your financial advisor, or except as the law may require or\nyour attorney may recommend to protect your legal interests to enforce this\nLetter Agreement. The Company will keep strictly confidential the existence and\nterms of the Letter Agreement except to its employees on a \"need-to-know\" basis\nand to its attorneys, accountants and except as the law may require.\n\n         You further agree that from and after today you shall not take any\nactions or make any statements to the public, future employers, current, former\nor future Company employees, or any other third party whatsoever that disparage\nor reflect negatively on the Company and\/or its affiliates, its and\/or their\nofficers, trustees, directors, or employees. This will not preclude you from\nproviding truthful statements if called to testify under oath in any legal\nproceeding.\n\n         In the course of your employment with the Company, you received\nproprietary and confidential information. Proprietary and confidential\ninformation includes the Company's unique plans and strategies, including its\nbusiness strategies; potential acquisition, merger or investment candidates;\noperating procedures and programs; Equity Office manuals and training materials;\nlists of prospective tenants or prospective sellers or purchasers of real\nestate; lists of or information regarding customers, brokers or prospects;\noffers to sell, exchange, purchase, rent or lease real estate; any appraisal or\nother technical data regarding real estate; lists of real estate for purchase,\nsale, rent or lease; and \"material information\" as defined by securities laws\nand other information that the Illinois Trade Secrets Act protects. These\nrestrictions apply whether the information is written, electronic, or simply\npersonal knowledge. Thus, while you may engage in activities for other\nbusinesses, except as limited herein, including Company competitors, and may\nmake use of general knowledge you have acquired in running a similar business,\nyou must be careful not to use the Company's proprietary and confidential\ninformation. For this purpose, proprietary and confidential information does not\ninclude information which is or becomes already known to the person(s) to whom\nyou would discuss it through no fault of your own or to information which is in\nthe public domain. You agree that you will hold and maintain all such\ninformation in confidence, and you will not use it in any manner whatsoever or\ndisclose any such information to any third party except (a) with the prior\nwritten consent of the Company's Chief Legal Counsel, or (b) as the law may\nrequire provided you furnish written notice to the Company's Chief Legal Counsel\nprior to disclosing the information.\n\n         You also agree that during your inactive, paid leave of absence period\nand for a one (1) year period following your Separation Date, without the prior\nexpress written consent of the Company's Chief Legal Counsel, (i) you will not\ndirectly or indirectly hire away nor participate nor assist in the hiring away\nof any employee of the Company and (ii) you will not solicit nor encourage any\nCompany employee to leave the employ of the Company.\n\n         You acknowledge that the provisions of this Paragraph 4 are reasonable\nand not unduly restrictive of your individual rights and you warrant that as of\nthe date you sign this Letter Agreement you have not breached any of the\nprovisions of Paragraph 4. You further acknowledge that in the event that you\nbreach any of the provisions of Paragraph 4, such breach\n\n\n\n\n\n\n\nwill result in immediate and irreparable harm to the business and goodwill of\nthe Company and that damages, if any, and remedies at law for such breach would\nbe inadequate. The Company shall, therefore, be entitled to apply for and\nreceive from any court of competent jurisdiction an injunction to restrain any\nviolation of Paragraph 4 by you, an award of attorneys' fees and costs\nassociated with such action, and such further relief as the court may deem just\nand proper.\n\n5.       Dispute Resolution\n\n         Except with respect to an application by the Company or its affiliates\nto a court of competent jurisdiction to enforce Paragraph 4 above, the parties\nagree to attempt to promptly resolve amongst themselves any other dispute\narising out of this Letter Agreement or the Release. In the event the parties\ncannot resolve any such dispute(s) after a good faith effort to do so, the\nparties agree that they will initiate binding confidential arbitration as the\nmeans to resolve their dispute(s). Such arbitration will be conducted in\nChicago, Illinois in accordance with the National Rules for the Resolution of\nEmployment Disputes of the American Arbitration Association (the \"AAA\");\nprovided, one neutral arbitrator shall be chosen in accordance with AAA rules to\narbitrate any such dispute. The parties irrevocably consent to such jurisdiction\nfor purposes of said arbitration, and judgment may be entered thereon in any\nstate or federal court in the same manner as if the parties were residents of\nthe state or federal district in which said judgment is sought to be entered.\nThe arbitrator shall charge the reasonable attorneys' fees, expenses and costs\nof the substantially prevailing party to the other party, but in an amount not\nto exceed one-half of the value of the award if there is one.\n\n6.       Cooperation\n\n         You agree from and after your Separation Date to make yourself\navailable to the Company to provide reasonable cooperation and assistance to the\nCompany with respect to areas and matters in which you were involved during your\nemployment, including any threatened or actual litigation concerning the Company\n(including, without limitation, attendance at out-of-town proceedings for which\nthe Company may require travel), and to provide to the Company, if requested,\ninformation and counsel relating to the Company business matters you were\ninvolved with during the course of your employment with the Company. The Company\nagrees to directly pay or reimburse you within seven (7) days for the actual\nexpenses you incur (including reasonable travel expenses) as a result of your\ncomplying with this provision, provided you submit proper documentation of the\nexpenses you incur as reasonably required by the Company.\n\n         You further agree upon request by the Company to transfer any\nnon-economic interests you maintain in entities created by virtue of your\nemployment relationship with the Company or its affiliates, including, but not\nlimited to NYCCA Non-Managing Member, Inc. You agree that a portion of the\nseparation pay payable to you in accordance with Paragraph 2 shall serve as\nconsideration for such transfers by you.\n\n7.       Indemnification\n\n         The Company acknowledges and agrees that you are covered by that\ncertain Indemnification Agreement, dated October 9, 1996, between you and the\nCompany.\n\n\n\n\n\n\n\n\n\n8.       General Matters\n\n         You acknowledge and agree that in signing this Letter Agreement and the\nRelease you do not rely and have not relied on any representation or statement\nby the Company or by its trustees, employees, agents, representatives, or\nattorneys with regard to the subject matter, basis or effect of this Letter\nAgreement and the Release.\n\n         This Letter Agreement and the Release shall be deemed a contract made\nunder, and for all purposes to be governed by and construed in accordance with,\nthe laws of the State of Illinois, without reference to principles of conflicts\nof laws, except to the extent superseded by applicable federal law. The captions\nare utilized for convenience only, and do not operate to explain or limit the\nprovisions of this Letter Agreement.\n\n         You acknowledge and agree that if any provision of this Letter\nAgreement or the Release is found, held or deemed by the arbitration and\/or a\ncourt of competent jurisdiction to be void, unlawful or unenforceable under any\napplicable statute or controlling law, the remainder of this Letter Agreement\nand the Release shall continue in full force and effect.\n\n         This Letter Agreement will be binding upon and inure to the benefit of\nyou and your beneficiaries, heirs, executors, successors and assigns and the\nCompany, its affiliates, subsidiaries, successors and assigns.\n\n         Any notice to be given by one party hereunder to another shall be in\nwriting and shall be delivered personally, by recognized national overnight\ncourier service, or United States registered or certified mail, postage prepaid,\nreturn receipt requested, and addressed to:\n\n         If to the Company:      Equity Office Properties Trust\n                                 Two North Riverside Plaza, Suite 2100\n                                 Chicago, Illinois 60606-270\n                                 Attn: Stanley M. Stevens - Chief Legal Counsel\n\n         If to you:              Timothy H. Callahan\n                                 281 Roger Williams\n                                 Highland Park, IL 60035\n\n         The language of all parts of this Letter Agreement and the Release\nshall in all cases be construed as a whole, according to its fair meaning, and\nnot strictly for or against either party. The provisions of this Letter\nAgreement and the Release shall survive any termination of this Letter Agreement\nand the Release when necessary to effect the intent and terms of this Letter\nAgreement and the Release expressed herein.\n\n         This Letter Agreement and the Release contain the entire agreement\nbetween you and the Company with respect to the matter of your separation from\nemployment. No modification of any provision of this Letter Agreement or the\nRelease shall be effective unless made in writing and signed by you and me or\nthe Company's Chief Legal Counsel. You may not assign this Letter Agreement and\nRelease and the Letter Agreement and Release each may be signed in multiple\ncounterparts, each of which shall be deemed an original for all purposes.\n\n\n\n\n\n\n\n\n\n         Should you require further clarification of any aspect of the above\narrangements, or wish to discuss their implementation, please contact Stanley M.\nStevens or me.\n\n         Please indicate your agreement and acceptance of these provisions by\nsigning and dating the enclosed two (2) copies of this Letter Agreement and,\nthereafter, the Release and returning them to Stanley M. Stevens at the above\naddress. The Company will return to you a fully executed Letter Agreement and,\nthereafter, the Release for your records. Following your acceptance, the\narrangements will be implemented and administered as described herein.\n\n         So that there is no misunderstanding, please understand that if for any\nreason Stanley M. Stevens does not receive the signed copies of this Letter\nAgreement and Release from you on a timely basis as described in Paragraph 2\nabove, unless otherwise agreed in writing by Mr. Stevens, or if you exercise\nyour right to revoke the Release within seven (7) days after signing as provided\ntherein, the proposed separation pay and separation benefits described in this\nLetter Agreement will be deemed to be withdrawn.\n\n                                Sincerely yours,\n\n                                EQUITY  OFFICE  PROPERTIES TRUST\n\n\n                                By  \/s\/ LAWRENCE J. KREMA\n                                   ------------------------------------------\n                                     Lawrence J. Krema\n                                     Senior Vice President -- Human Resources\n\n\nAGREED AND ACCEPTED:\n\n\/s\/ TIMOTHY H. CALLAHAN\n------------------------------------\nTimothy H. Callahan\n\n          6\/26\/02\n------------------------------------\nDate\n\ncc:      Stanley M. Stevens, Esq.\n\n\n\n\n\n\n\n\n\n\n                                                                    ATTACHMENT 1\n\n                        COMPANY EMPLOYEE BENEFITS SUMMARY\n\n         The following is a summary of your standard Company benefits. Please\nnote that in the event of any difference between this summary and the actual\nbenefit plan document or policies, the actual benefit plan documents or policies\nshall control.\n\n         In general, all benefits end on your Separation Date. However, you have\nthe opportunity to continue some benefits as described below. If you have any\nquestions, please contact Rich Gurgul in human resources at (312) 466-3185.\n\n                      HEALTH CARE COVERAGE: Upon your separation, COBRA permits\n                           you to continue your health care coverage. Shortly\n                           after you lose coverage under the health plan as a\n                           result of your employment separation, you will\n                           receive a notice that explains your COBRA rights. If\n                           you decide to elect COBRA continuation coverage, you\n                           will be responsible for the full COBRA premium if you\n                           wish to continue your COBRA coverage. Please note,\n                           after your Separation Date, the Company will no\n                           longer deduct your health insurance contribution from\n                           your pay. If you elect COBRA coverage, CIGNA's COBRA\n                           administrators will send you a monthly bill for\n                           premium payment. You may direct any questions\n                           concerning costs to Kim Johnson. You will receive\n                           correspondence regarding your COBRA rights shortly\n                           after your Separation Date.\n\n                      401(k) PLAN: If you are enrolled in the Equity Office\n                           Properties Trust Retirement Savings Plan, you must\n                           contact The 401 (k) Company at (800) 777-4015. The\n                           letter and form you receive from The 401(k) Company\n                           will detail your distribution options.\n\n                      LIFE INSURANCE: Your life insurance ends on your\n                           Separation Date. You may apply to the CIGNA Insurance\n                           Company for a personal life insurance conversion\n                           policy without submitting proof of insurability. You\n                           must apply for this policy in writing no later than\n                           31 days after your Separation Date. The amount of\n                           your premium depends on your age, risk class, policy\n                           form and amount of coverage. To obtain a personal\n                           policy conversion form, contact Diane Rohlfs in human\n                           resources at (312) 466-3520. You may also contact\n                           CIGNA at 1-800-423-1282.\n\n                      LONG TERM DISABILITY: Long Term Disability Insurance\n                           (\"LTD\") coverage ends on your Separation Date.\n                           However, your employment termination will not affect\n                           your right to receive benefits for a period of\n                           disability that began while you were insured as an\n                           active employee. The period of disability includes\n                           the benefits waiting period of one-hundred eighty\n                           (180) continuous days of disability required before\n                           LTD benefits become payable. You should refer to the\n                           LTD Summary Plan Description for more information on\n                           the terms, limitations, exclusions and deductions\n                           applicable to the LTD plan.\n\n                      SHORT TERM DISABILITY: Short Term Disability Insurance\n                           (\"STD\") coverage ends on your Separation Date.\n\n                      PAID-TIMEOFF (\"PTO\") DAYS : The Company will pay you for\n                           all PTO days that you earned but did not use through\n                           your Separation Date. The Company will pay you for\n                           your unused PTO days as soon as practicable after\n                           your Separation Date. According to the Company's\n                           personnel records, you have no unused PTO days.\n\n                      GRANDFATHER VACATION AND GRANDFATHER SICK DAYS: You will\n                           receive payment for any earned but not used\n                           Grandfather Vacation days as soon as practicable\n                           after your Separation Date.\n\n\n\n\n\n\n\n                           You will not receive payment for any earned but not\n                           used Grandfather Sick days as of your Separation\n                           Date.\n\n                      SUPPLEMENTAL RETIREMENT AND SAVINGS PLAN: The vested\n                           portion of your account will be issued and paid to\n                           you according to your distribution election, subject\n                           to income-tax withholding by the Company on the\n                           distributed funds.\n\n\n\n\n\n\n\n\n\n                                                                    ATTACHMENT 2\n\n                         EQUITY OFFICE PROPERTIES TRUST\/\n                        EOP OPERATING LIMITED PARTNERSHIP\n                          WAIVER AND RELEASE AGREEMENT\n\n1. In consideration for my election to receive the separation pay and separation\nbenefits described in the Letter Agreement dated June 5, 2002 (\"Letter\nAgreement\"), I, TIMOTHY H. CALLAHAN, on behalf of myself and my heirs,\nexecutors, administrators, attorneys and assigns, hereby waive, release and\nforever discharge EQUITY OFFICE PROPERTIES TRUST (\"EOPT\") together with EOPT's\ntrustees, subsidiaries, divisions and affiliates (including, without limitation,\nEOP Operating Limited Partnership) (EOPT and EOP Operating Limited Partnership\ncollectively herein referred to as the \"Company\"), whether direct or indirect,\nits and their joint ventures and joint venturers (including each of their\nrespective directors, trustees , officers, employees, shareholders, partners and\nagents, past, present, and future), and each of its and their respective\nsuccessors and assigns (hereinafter collectively referred to as \"Releasees\"),\nfrom any and all known or unknown actions, causes of action, claims or\nliabilities of any kind which have or could be asserted against the Releasees\narising out of or related to my employment with and\/or separation from\nemployment and all other positions with the Company and\/or any of the other\nReleasees and\/or any other occurrence up to and including the date of this\nWaiver and Release Agreement (\"Release\"), including but not limited to:\n\n         -        (a) claims, actions, causes of action or liabilities arising\n                  under Title VII of the Civil Rights Act, as amended, the Age\n                  Discrimination in Employment Act, as amended (the \"ADEA\"), the\n                  Employee Retirement Income Security Act, as amended, the\n                  Rehabilitation Act, as amended, the Americans with\n                  Disabilities Act, as amended, the Family and Medical Leave\n                  Act, as amended, the Illinois Human Rights Act, and\/or any\n                  other federal, state, municipal, or local employment\n                  discrimination statutes or ordinances (including, but not\n                  limited to, claims based on age, sex, attainment of benefit\n                  plan rights, race, religion, national origin, marital status,\n                  sexual orientation, ancestry, harassment, parental status,\n                  handicap, disability, retaliation, and veteran status); and\/or\n\n         -        (b) claims, actions, causes of action or liabilities arising\n                  under any other federal, state, municipal, or local statute,\n                  law, ordinance or regulation; and\/or\n\n         -        (c) any other claim whatsoever including, but not limited to,\n                  claims for severance pay, claims based upon breach of\n                  contract, wrongful termination, defamation, intentional\n                  infliction of emotional distress, tort, personal injury,\n                  invasion of privacy, violation of public policy, negligence\n                  and\/or any other common law, statutory or other claim\n                  whatsoever arising out of or relating to my employment with\n                  and\/or separation from employment with the Company and\/or any\n                  of the other Releasees,\n\nbut excluding any rights provided under and claims to enforce the Letter\nAgreement, the filing of an administrative charge of discrimination, any claims\nwhich I may make under state workers' compensation or unemployment laws, and\/or\nany claims which by law I cannot waive.\n\n\n\n\n\n\n\n\n\n2. I also agree never to sue any of the Releasees or become party to a lawsuit\non the basis of any claim of any type whatsoever arising out of or related to\nthe claims released above, other than a lawsuit to challenge this Release under\nthe ADEA.\n\n3. I further acknowledge and agree that if I breach the provisions of paragraph\n(2) above, then, to the fullest extent permitted by law, (a) the Company shall\nbe entitled to apply for and receive an injunction to restrain any violation of\nparagraph (2) above, (b) the Company shall not be obligated to continue payment\nof the Letter Agreement separation pay and separation benefits to me, (c) I\nshall be obligated to pay to the Company its costs and expenses in enforcing\nthis Release and defending against such lawsuit (including court costs, expenses\nand reasonable legal fees), and (d) as an alternative to (c), at the Company's\noption, I shall be obligated upon demand to repay to the Company all but $25,000\nof the Letter Agreement separation pay and separation benefits paid to me. I\nfurther agree that the foregoing covenants in this paragraph (3) shall not\naffect the validity of this Release and shall not be deemed to be a penalty nor\na forfeiture.\n\n4. To the extent permitted by law, I further waive my right to any monetary\nrecovery should any federal, state, or local administrative agency or any other\nperson or entity pursue any claims on my behalf arising out of or related to any\nof the claims released above.\n\n5. To the extent permitted by law, I further waive, release, and discharge\nReleasees from any reinstatement-rights which I have or could have and I\nacknowledge that I have not suffered any on-the-job injury for which I have not\nalready filed a claim.\n\n6. I further agree that if I breach the Confidentiality\/Nonsolicitation\nprovisions of the Letter Agreement, then, to the fullest extent permitted by\nlaw, (a) the Company shall be entitled to apply for and receive an injunction to\nrestrain such breach, (b) the Company shall not be obligated to continue payment\nof the Letter Agreement separation pay and separation benefits to me, and (c) I\nshall be obligated to pay to the Company its costs and expenses in enforcing the\nConfidentiality\/Nonsolicitation provisions of the Letter Agreement (including\ncourt costs, expenses and reasonable legal fees).\n\n7. I also understand that the Letter Agreement separation pay and a portion of\nthe separation benefits, which I will receive in exchange for signing the Letter\nAgreement and this Release, are in addition to anything of value to which I\nalready am entitled.\n\n8. I FURTHER UNDERSTAND THAT THIS RELEASE INCLUDES A RELEASE OF ALL KNOWN AND\nUNKNOWN CLAIMS TO DATE.\n\n9. I acknowledge that I have had at least twenty-one (21) calendar days after\nthe receipt of this Release to consider signing this Release. In addition, I\nhave seven (7) calendar days after signing this Release to revoke it, in which\ncase this Release and the Letter Agreement will be null and void. Any such\nrevocation must be in writing and be submitted to Stanley M. Stevens, the\nCompany's Chief Legal Counsel, within such seven (7) day period. I understand\nthat if I sign this Release and do not revoke it within seven (7) calendar days\nafter signing, this Release and the Letter Agreement will become fully effective\nand enforceable.\n\n10. I further acknowledge and agree that I have carefully read and fully\nunderstand all of the provisions of this Release and that I have been advised to\nobtain or have obtained representation by\n\n\n\n\n\n\n\ncounsel in connection with my execution of the Letter Agreement and this Release\nand that my execution of the Letter Agreement is voluntary and that I have\nvoluntarily executed this Release by signing below.\n\n11. I acknowledge and agree that if any provision of this Release is found, held\nor deemed by a court of competent jurisdiction to be void, unlawful or\nunenforceable under any applicable statute or controlling law, the remainder of\nthis Release shall continue in full force and effect.\n\n12. This Release is deemed made and entered into in the State of Illinois\nwithout giving effect to is choice of laws provisions, and in all respects shall\nbe interpreted, enforced and governed under applicable federal law and in the\nevent reference shall be made to State law, the internal laws of the State of\nIllinois.\n\n                                --------------------------------------\n                                          Timothy H. Callahan\n\n\n                                --------------------------------------\n                                                (Date)\n\n\n                                PLEASE RETURN TO:\n\n                                Stanley M. Stevens\n                                Chief Legal Counsel\n                                Equity Office Properties Trust\n                                Two North Riverside Plaza, Suite 2100\n                                Chicago, Illinois 60606\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7468],"corporate_contracts_industries":[9489],"corporate_contracts_types":[9539,9551],"class_list":["post-40463","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-equity-office-properties-trust","corporate_contracts_industries-real__reits","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40463","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40463"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40463"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40463"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40463"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}