{"id":40575,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/special-severance-pay-plan-and-summary-plan-description.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"special-severance-pay-plan-and-summary-plan-description","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/special-severance-pay-plan-and-summary-plan-description.html","title":{"rendered":"Special Severance Pay Plan and Summary Plan Description &#8211; Catellus Development Corp."},"content":{"rendered":"<pre> \n                       CATELLUS DEVELOPMENT CORPORATION\n                          SPECIAL SEVERANCE PAY PLAN\n                         AND SUMMARY PLAN DESCRIPTION\n\n\n                               I.  INTRODUCTION\n\n\n          Catellus Development Corporation establishes this special severance\npay plan (the 'Plan') to assist certain employees of Catellus Development\nCorporation and Catellus Management Corporation (collectively, the 'Company' or\n'Catellus'), who are not otherwise eligible to participate in the Catellus\nManagement Corporation Severance Payment Plan (the 'CMC Plan'), and whose\nemployment is terminated in conjunction with reduction-in-force programs\nimplemented beginning November 2, 1994.  With respect to such actions, this Plan\nexpressly supersedes any existing Company severance pay policy or plans other\nthan the CMC Plan.  This Plan is an employee welfare benefit plan as defined in\nSection 3(1) of the Employment Retirement Income Security Act ('ERISA').  It is\nnot a funded plan; any benefits under the Plan will be paid from the general\nassets of Catellus.  Employees have no rights to or interest in any specific\nassets or accounts of Catellus, even if amounts are credited to accounts\ndesignated to be used for the payment of severance benefits.\n\n                              II.  PLAN BENEFITS\n\n\nA.   GENERAL ELIGIBILITY FOR PLAN BENEFITS\n\n          All regular, full-time and part-time employees of Catellus who are\nterminated by Catellus between November 2, 1994, and January 1, 1995 (the\n'Window Period'), in conjunction with a reduction-in-force ('Qualifying Event'),\nwho were notified of their pending terminations on or after November 2, 1994,\nand who were employed by the Company as of November 1, 1994 and are not eligible\nto participate in the CMC Plan, are eligible to participate in this Plan (the\n'Eligible Employee(s)').  No benefits will be paid under any other circumstances\nsuch as including, but not limited to, terminations on account of:  death,\ndisability, retirement, for violation of a Company policy, for cause or the\nemployee is transferred to an affiliated Company between November 1, 1994, and\nJanuary 1, 1995.\n\nB.   GENERAL ELIGIBILITY FOR SEVERANCE BENEFIT\n\n          All Eligible Employees who meet the general eligibility requirements\nof this Plan will be eligible for a severance benefit ('Severance Benefit') if\nterminated by the Company during the Window Period due to the Qualifying Event.\nSeverance Benefits will only be paid if the Eligible Employee executes between\nDecember 21, 1994, and December 23, 1994, an agreement and a release (the\n'Agreement') in conformance with the form provided in Schedule A and such\nAgreement is not revoked within seven (7) days of the execution of the\nAgreement.  However, if an Eligible Employee presents to the Company before\nDecember 23, 1994 a written offer of employment from a bona fide employer, which\noffer is expressly \n\n \nCatellus Development Corporation\nSpecial Severance Pay Plan\nand Summary Plan Description\n\nconditional upon the commencement of employment prior to December 23, 1994, the\nCompany's Chief Executive Officer may accept the Employee's resignation\n('Approved Resignation') effective before December 23, 1994. Under such\ncircumstances, the Eligible Employee must execute the Agreement as of the\neffective Approved Resignation date and not revoke it within seven (7) days of\nthe execution of the Agreement to receive the Severance Benefits. A revocation\nto be effective must be delivered to the General Counsel, or her designated\nrepresentative, within the period provided.\n\nC.   CALCULATION AND PAYMENT OF SEVERANCE BENEFITS\n\n          1.   Calculation.  Severance Benefits will be the greater of:  eight\n               -----------                                                    \n(8) weeks salary (as defined in the Plan) or three (3) weeks of salary plus one\n(1) week of salary for every full year of service through December 31, 1994;\nplus an additional one (1) week of salary will be paid if, as of January 1,\n1995, an Eligible Employee is covered under the Age Discrimination in Employment\nAct of 1967 (29 U.S.C. (S) 621, et seq.).\n                                ------   \n\n          2.   Payment.  Severance Benefits will be paid, as a lump sum, and\n               -------                                                      \nmailed on the first business day in 1995, provided such Agreement has not been\nrevoked.\n\nD.   TAXATION OF SEVERANCE BENEFITS\n\n          All benefits payable under this Plan will be treated as 'wages' for\nthe purpose of state and federal employment taxes and, as such, subject to\nwithholding and other payroll taxes as provided by applicable law.\n\nE.   DEFINITIONS\n\n          1.   Salary.  For the purposes of calculating benefits under this\n               ------                                                      \nPlan, a week's salary for salaried employees will be calculated by dividing an\nemployee's gross annual regular (base) pay from the Company as of the\ntermination date by fifty-two (52).  For hourly employees, a week's 'salary' is\nthe employees' regular hourly wage times forty (40).\n\n          2.   Termination Date.  The Eligible Employee's Termination Date will\n               ----------------                                                \nbe January 1, 1995 or the effective date of an Approved Resignation, if earlier.\n\n          3.   Year of Service.  A 'Year of Service' is 12 months of continuous\n               ---------------                                                 \nemployment with the Company or previous service with one or more of the direct\npredecessors of the Company.\n\n                                     - 2 -\n\n \nCatellus Development Corporation\nSpecial Severance Pay Plan\nand Summary Plan Description\n\n\n\n                           III.  THE CLAIMS PROCESS\n\n\nA.   SUBMISSION OF CLAIMS\n\n          Any claims concerning eligibility, participation, benefits or other\naspects of this Plan must be submitted in writing and directed to the Plan\nAdministrator. Except as provided below, from the date a claim is received, the\nPlan Administrator has sixty (60) days in which to review the claim to determine\nwhether or not benefits are payable in accordance with the terms and conditions\nof this Plan.\n\nB.   ADDITIONAL TIME TO PROCESS A CLAIM\n\n          If the Plan Administrator requires additional time to process a claim\nbecause of special circumstances, the Plan Administrator, in its sole\ndiscretion, may extend the period sixty (60) additional days.  The Plan\nAdministrator must notify the employee in writing of any such extension prior to\nthe expiration of the sixty (60) day period commencing from the date the Plan\nAdministrator first received written submission of the claim.  If additional\ninformation is required to make a determination on the claim, the employee will\nreceive a written request specifying the nature of the information needed and an\nexplanation as to why it is needed.\n\nC.   NO RESPONSE TO CLAIM\n\n          If the employee is not notified of the status of the claim within\nsixty (60) days from the date it is received by the Plan Administrator and the\nemployee has not been notified that an extension is required to review the\nclaim, the employee may request a review of the claim by following the\nprocedures set out below for denial of a claim.\n\nD.   DENIAL OF BENEFITS\n\n          If the claim is partially or wholly denied, the Plan Administrator\nwill provide a written denial to the employee no later than sixty (60) days from\nreceipt of the claim request (or 120 days if an extension is required).  The\nwritten denial will include specific reasons for the denial, reference to the\nPlan provisions upon which denial was based, description of any additional\nmaterial or information necessary for the employee to perfect the claim and\ninstructions on the Plan's claim review procedure.\n\n                                     - 3 -\n\n \nCatellus Development Corporation\nSpecial Severance Pay Plan\nand Summary Plan Description\n\n\nE.   CLAIMS REVIEW PROCEDURE\n\n          The employee may request in writing to the Plan Administrator a review\nof the denied claim within sixty (60) days of receipt of such denial.  Such\nwritten request must contain an explanation as to why the employee is seeking a\nreview.  If such request is not received within sixty (60) days, the employee\nwill be deemed to have waived his or her right to a review by the Plan\nAdministrator.  In preparation for filing such a request for review, the\nemployee or his or her duly authorized representative may review pertinent Plan\ndocuments and employment records, and as part of the written request for review,\nmay submit issues and comments concerning the claim.\n\n          Once the Plan Administrator receives a request for review, a prompt\nreview of the claim will take place. Upon completion of the review, the Plan\nAdministrator will notify the employee in writing of the decision, referencing\nPlan provisions that affect the decision. The Plan Administrator has sixty (60)\ndays from receipt of the request for review to notify the employee of its\ndecision unless special circumstances require an extension of time. If an\nextension is required, the Plan Administrator must notify the employee in\nwriting of any such extension prior to the expiration of the sixty (60) day\nperiod commencing from the date the Plan Administrator received the request for\nreview.\n\n                         IV.  MISCELLANEOUS PROVISIONS\n\n\nA.   CHANGES TO AND INTERPRETATION OF THE PLAN\n\n          Company reserves the right to amend or otherwise change all or part of\nthis Plan at any time, except Company will not reduce any benefits for employees\nwho have become eligible for benefits prior to such amendment.  Any such\namendment will be adopted by formal action of Company's Compensation and\nBenefits Committee of the Board of Directors (the 'Committee') and executed by\nan officer authorized to act by the Company.  Company has the right to act at\nits sole discretion without prior notice or consideration to any employee with\nregard to such changes.  The Plan will be interpreted by the Plan Administrator\nand all Plan fiduciaries in accordance with the terms of the Plan and their\nintended meanings.  However, the Plan Administrator and all Plan fiduciaries\nwill have the discretion to make any findings of fact needed in the\nadministration of the Plan, and will have the discretion to interpret or\nconstrue ambiguous, unclear or implied (but omitted) terms in any fashion they\ndeem to be appropriate in their sole judgment.  The validity of any such finding\nof fact, interpretation, construction or decision will not be given de novo\n                                                                    -------\nreview if challenged in court, by arbitration or any other \n\n                                     - 4 -\n\n \nCatellus Development Corporation\nSpecial Severance Pay Plan\nand Summary Plan Description\n\n\nforum, and will be upheld unless clearly arbitrary or capricious. To the extent\nthe Plan Administrator or any Plan fiduciary has been granted discretionary\nauthority under the Plan, the Plan Administrator's or Plan fiduciary's prior\nexercise of such authority will not obligate it to exercise its authority in a\nlike fashion thereafter. If, due to errors in drafting, any Plan provision does\nnot accurately reflect its intended meaning, as demonstrated by consistent\ninterpretations or other evidence of intent, or as determined by the Plan\nAdministrator in its sole and exclusive judgment, the provision will be\nconsidered ambiguous and will be interpreted by the Plan Administrator and all\nPlan fiduciaries in a fashion consistent with its intent, as determined by the\nPlan Administrator in its sole discretion. The Plan Administrator, without the\nneed for the Committee's approval, will amend the Plan retroactively to cure any\nsuch ambiguity. This Section may not be invoked by any person to require the\nPlan to be interpreted in a manner which is inconsistent with its interpretation\nby the Plan Administrator or by any Plan fiduciaries. All actions taken and all\ndeterminations made in good faith by the Plan Administrator or by the Plan\nfiduciaries will be final and binding upon all persons claiming any interest in\nor under the Plan.\n\nB.   THE EFFECTIVE DATE OF THE PLAN\n\n          This Plan will be effective on November 2, 1994.\n\nC.   PLAN TERMINATION\n\n          The Plan will automatically terminate as of the earlier of:  (i) the\ndate all participants have received the benefits provided for under the terms of\nthe Plan or (ii) December 31, 1995, unless extended by the Committee.\n\nD.   SUMMARY PLAN DESCRIPTION\n\n          The Plan and the Summary Plan Description are a combined document.\n\n                                     - 5 -\n\n \nCatellus Development Corporation\nSpecial Severance Pay Plan\nand Summary Plan Description\n\n\n                        V.  ERISA REQUIRED INFORMATION\n\n                          ADMINISTRATIVE INFORMATION\n                               REQUIRED BY ERISA\n\n\nPlan Sponsor and Plan                  Catellus Development Corporation\nAdministrator, including address       201 Mission Street, 30th Floor\nand telephone:                         San Francisco, CA  94105\n                                       (415) 974-4500\n  \nName and address of person             Maureen Sullivan\ndesignated as agent for service of     General Counsel\nprocess:                               Catellus Development Corporation\n                                       201 Mission Street, 30th Floor\n                                       San Francisco, CA  94105\n  \nBasis on which Plan records are        January 1 - December 31, except the first\nkept:                                  plan year will begin November 2, 1994.\n \nType of Plan:                          Unfunded welfare benefit severance plan\n \nPlan Number:                           520\n \nEIN:                                   94-2953477\n \n\n                        VI.  STATEMENT OF ERISA RIGHTS\n\n\n          As a participant in this Plan, an employee is entitled to certain\nrights and protections under ERISA.  ERISA provides that all participants will\nbe entitled to:\n\n\n          .    examine, without charge, at the Plan Administrator's office and\n               other specified locations, all Plan documents and copies of all\n               documents filed by the Plan with the U.S. Department of Labor;\n\n                                     - 6 -\n\n \nCatellus Development Corporation\nSpecial Severance Pay Plan\nand Summary Plan Description\n\n\n          .    obtain copies of all Plan documents and other Plan information\n               upon written request to the Plan Administrator.  The Plan\n               Administrator may make a reasonable charge for the copies.\n\n          In addition to creating rights for Plan participants, ERISA imposes\nduties upon the people who are responsible for the operation of the employee\nbenefit plan.  The people who operate the Plan, called 'fiduciaries' of the\nPlan, have a duty to do so prudently and in the interest of Plan participants.\nNo one, including the Company or any other person, may fire an employee or\notherwise discriminate against an employee in any way in order to prevent an\nemployee from obtaining a Plan benefit or exercising an employee's rights under\nERISA.\n\n          If an employee's claim for a benefit is denied in whole or in part,\nthe employee must receive a written explanation for the reason for the denial.\nThe employee has the right to have the Plan Administrator review and reconsider\nthe employee's claim.  See Section III for details.\n\n          Under ERISA, there are steps an employee can take to enforce the above\nrights.  For instance, if an employee requests certain materials from the Plan\nand does not receive them within 30 days, the employee may file suit in a\nfederal court.  In such a case, the court may require the Plan Administrator to\nprovide the materials and pay the employee up to $100 a day until the employee\nreceives them, unless the materials were not sent because of reasons beyond the\ncontrol of the Plan administrator.  If an employee has a claim for benefits\nwhich is denied or ignored, in whole or in part, the employee may file a suit in\na state or federal court.  If an employee is discriminated against for asserting\nhis\/her rights, the employee may seek assistance from the U.S. Department of\nLabor, or the employee may file suit in a federal court.  The court will decide\nwho should pay court costs and legal fees.  If the employee is successful, the\ncourt may order the person the employee has sued to pay these costs and fees.\nIf the employee loses, the court may order the employee to pay these fees and\ncosts; for example, if it finds the employee's claim is frivolous.  If an\nemployee has any questions about the Plan, the employee should contact the Plan\nAdministrator.  If an employee has any questions about this statement or about\nthe employee's rights under ERISA, the employee should contact the nearest Area\nOffice of the U.S. Labor-Management Services Administrator, Department of Labor.\n\n                                     - 7 -\n\n \nNOTE:  THE BRACKETED BOLD-FACE TEXT WILL BE COMPLETED BEFORE EXECUTION BY THE\nEMPLOYEE.\n\n\n                                  Schedule A\n\n                      AGREEMENT AND RELEASE OF ALL CLAIMS\n\n          This Agreement and Release of All Claims ('Agreement') is made and\nentered into by and between [INSERT:  FULL NAME OF EMPLOYEE] (hereinafter\nsometimes referred to as 'Employee') and [INSERT NAME OF EMPLOYER], its\nsuccessors, subsidiaries, related companies, parent company and affiliates\n(hereinafter sometimes referred to as the 'Company').\n\n          The Company believes and the Employee agrees that it is authorized to\nterminate the Employee's employment without notice or cause;\n\n          The Company has notified the Employee that [HIS OR HER] employment\nwith the Company will terminate on or about January 1, 1995, in conjunction with\na reduction-in-force program announced November 2, 1994 (the 'Program');\n\n          Catellus Development Corporation has created the Catellus Development\nCorporation Special Severance Pay Plan (the 'Plan') for employees terminated in\nconjunction with this Program;\n\n          Participation in the Plan requires that the Employee execute this\nAgreement;\n\n          The Employee does not have pending against the Company or any\nemployee, agent, official, or director of the Company any claim, charge, or\naction in or with any federal, state, or local court or administrative agency;\nand\n\n          The Employee wishes to receive the Severance Benefits provided under\nthe Plan.\n\n          NOW, THEREFORE, in consideration of the mutual covenants and promises\ncontained in this document the payment of Severance Benefits under the Plan;\nwhich benefits shall be paid by the Company to the Employee in accordance with\nthis Agreement, and in an effort to avoid unnecessary law suits, it is hereby\nagreed by and between the parties as follows:\n\n          FIRST:  This Agreement and compliance with this Agreement shall not be\n          -----                                                                 \nconstrued as an admission by the Company of any liability whatsoever, or as an\nadmission by the Company of any violation of the rights of [INSERT FULL NAME OF\nEMPLOYEE] or any person, violation of any order, law, statute, duty, or contract\nwhatsoever against the Employee or any person.  The Company specifically\ndisclaims any liability to Employee or any other person for any alleged\nviolation of the rights of the Employee or any person, or for any alleged\nviolation of any order, law, statute, duty, or contract on the part of the\nCompany, its employees or agents or related companies or their employees or\nagents.\n\n          SECOND:  (a)  [NAME OF EMPLOYEE] understands and agrees that [HE\/SHE]\n          ------                                                               \nhas not executed this Agreement without first having considered it for a full\nforty-five (45) days from the receipt of this Agreement and that [HE\/SHE] did\nnot execute this Agreement without first being advised in writing to consult an\nattorney. The executed Agreement will be executed by the Employee between\nDecember 21 and December 23, 1994, or at such earlier date as provided in the\nPlan in the event of an Approved Resignation, as defined in the Plan. If after\nseven\n\n                                     - 1 -\n\n \n(7) days after the Employee delivers to the Company an executed copy of this\nAgreement and if the Employee has not exercised the Employee's right of\nrevocation as described in paragraph 8.G below, the Company shall cause to be\ndelivered (by U.S. mail), on the first business day of 1995, a check equal to\nthe Severance Benefit provided in the Plan, in the gross amount of\n___________________________________ ($____________) minus employment taxes.\n\n                   (b) The Employee agrees that the foregoing payment\nconstitutes the entire amount of monetary consideration provided to the Employee\nunder the Plan and this Agreement and that the Employee will not seek any\nfurther compensation for any other claimed damage, costs, or attorneys' fees in\nconnection with the matters encompassed in this Agreement, including, but not\nlimited to, any claim with respect to discrimination, the WARN Act or any other\nmatter. As to the WARN Act, the Employee agrees that [HE OR SHE] is waiving all\nrights, if any, under said Act and that the Employee is entering into this\nAgreement freely, voluntarily and without any coercion.\n\n                   (c) The Employee agrees that the Employee will not seek nor\naccept employment with the Company in the future and that the Company is\nentitled to reject without cause any application for employment with the Company\nmade by the Employee.\n\n          THIRD:  The Employee represents that the Employee has not filed any\n          -----                                                              \ncomplaints, claims, or actions against the Company, its officers, agents,\ndirectors, supervisors, employees, or representatives with any state, federal,\nor local agency or court and that the Employee will not do so at any time\nhereafter (either on his\/her account or as a member of a class) and that if any\nagency or court assumes jurisdiction of any complaint, claim, or action\n(including, without limitation, any class action) against the Company or its\naffiliated companies or any of their officers, agents, directors, supervisors,\nemployees, or representatives on behalf of the Employee, the Employee will\ndirect that agency or court to withdraw from or dismiss with prejudice the\nmatter as to any claim made by [HIM OR HER] or on [HIS OR HER] behalf.\n\n          FOURTH:  If Requested by the Company, and upon reasonable notice, the\n          ------                                                               \nEmployee will act or appear as a witness, deponent or in any other reasonable\ncapacity to assist the Company or any affiliate in any civil or criminal action\nnot arising from this Agreement.\n\n          FIFTH:  The Employee agrees that all rights under section 1542 of the\n          -----                                                                \nCivil Code of the State of California are waived by the Employee.  Section 1542\nprovides as follows:\n\n          A general release does not extend to claims which the creditor does\n          not know or suspect to exist in his favor at the time of executing the\n          release, which if known by him must have materially affected his\n          settlement with the debtor.\n\n          SIXTH:  Notwithstanding the provisions of section 1542 of the Civil\n          -----                                                              \nCode of the State of California, or any other similar statute under the law of\nthe state of employment or residence, the\nEmployee hereby irrevocably and unconditionally releases and forever discharges\nthe Company and each and all of its officers, agents, directors, supervisors,\nemployees, representatives, and their successors and assigns and all persons\nacting by, through, under, or in concert with any of them from any and all\ncharges, complaints, claims, and liabilities of any kind or nature whatsoever,\nknown or unknown, suspected or unsuspected (hereinafter referred to as 'claim'\nor 'claims') which the Employee at any time heretofore had or claimed to have or\nwhich the Employee may have or claim to have regarding events that have occurred\nas of the date of this Agreement, including, without limitation, any and all\nclaims related or in any manner incidental to the Employee's employment with the\nCompany or the termination therefrom or notice with respect to termination\ntherefrom under the WARN Act (29 U.S.C. (S) 2101, et seq.) or otherwise.  It is\n                                                  -------                      \nexpressly understood by [INSERT NAME OF EMPLOYEE] that among the various rights\nand \n\n                                     - 2 -\n\n \nclaims being waived in this Agreement are those arising under the Age\nDiscrimination in Employment Act of 1967 (29 U.S.C. (S) 621, et seq.).\n\n          SEVENTH:  The parties understand the word 'claims' to include all\n          -------                                                          \nactions, claims, and grievances, whether actual or potential, known or unknown,\nand specifically but not exclusively all claims arising out of the Employee's\nemployment with the Company and the Employee's termination.  All such claims\n(including related attorneys' fees and costs) are forever barred by this\nAgreement regardless of whether those claims are based on any alleged breach of\na duty arising in a statute, contract, or tort; any alleged unlawful act,\nincluding, without limitation, discrimination or harassment of any kind\n(including, without limitation:  age, race, sex, national origin, marital\nstatus, religion, sexual preference, veteran's preference, disability); notice\nunder the WARN Act; any other claim or cause of action; and regardless of the\nforum in which it might be brought.\n\n          EIGHTH:  The Employee understands and agrees that [HE\/SHE]:\n          ------                                                     \n\n          A.   has reviewed all aspects of this Agreement;\n\n          B.   has carefully read and fully understands all the provisions of\nthis Agreement;\n\n          C.   understands that in agreeing to this document [HE OR SHE] is\nreleasing the Company from any and all claims [HE OR SHE] may have against the\nCompany;\n\n          D.   knowingly and voluntarily agrees to all the terms set forth in\nthis Agreement;\n\n          E.   was advised and hereby is advised in writing to consider the\nterms of this Agreement and consult with an attorney of [HIS\/HER] choice prior\nto executing this Agreement;\n\n          F.   has a full seven (7) days following the execution of this\nAgreement and has been and hereby is advised in writing that this Agreement\nshall not become effective or enforceable until the revocation period has\nexpired; and\n\n          G.   understands that rights or claims under the Age Discrimination in\nEmployment Act of 1967 (29 U.S.C. (S) 621, et seq.) that may arise after the\n                                           -------                          \ndate of this Agreement is executed are not waived.\n\n\n          NINTH:  The parties acknowledge that they do not rely and have not\n          -----                                                             \nrelied upon any representation or statement made by any of the parties other\nthan those specifically stated in this written Agreement.\n\n          TENTH:  This Agreement shall be binding upon the parties hereto and\n          -----                                                              \nupon their heirs, administrators, representatives, executors, successors, and\nassigns, and shall inure to the benefit of said parties and each of them and to\ntheir heirs, administrators, representatives, executors, successors, and\nassigns.  The Employee expressly warrants that the Employee has not transferred\nto any person or entity any rights, causes of action, or claims released in this\nAgreement.\n\n          ELEVENTH:  Should any provision of this Agreement be declared or be\n          --------                                                           \ndetermined by any court of competent jurisdiction to be wholly or partially\nillegal, invalid, or unenforceable, the legality, validity, and enforceability\nof the remaining parts, terms, or provisions shall not be affected thereby, and\nsaid illegal, unenforceable, or invalid part, term, or provision shall be deemed\nnot to be a part of this Agreement.\n\n          TWELFTH:  This Agreement sets forth the entire agreement between the\n          -------                                                             \nparties hereto and fully supersedes any and all prior agreements or\nunderstandings, written or oral, between the parties hereto pertaining to the\nsubject matter hereof.\n\n                                     - 3 -\n\n \n          THIRTEENTH:  This Agreement shall be interpreted in accordance with\n          ----------                                                         \nthe plain meaning of its terms and not strictly for or against any of the\nparties hereto.\n\n          FOURTEENTH:  If the Employee breaks [HIS OR HER] promise in this\n          ----------                                                      \nAgreement by filing a lawsuit or other complaint or charge based on claims that\nthe Employee has released, or by not having claim made on his behalf by a class-\ntype action dismissed, as to any person or entity, the Employee will pay that\nperson's or entity's reasonable attorneys' fees and all other costs incurred in\ndefending against the Employee's claim.  In addition, if the Employee breaks the\npromises made in this Agreement, the Employee shall forfeit all right to future\nbenefits under the Agreement and must repay all Agreement benefits previously\nreceived, upon the Company's demand.\n\n          FIFTEENTH:  Finally, Employee agrees not to disparage the Company in\n          ---------                                                           \nany manner and not to disclose any confidential information or trade secrets\nwhich the Employee learned while employed by the Company.  The Employee further\nagrees not to solicit or help anyone solicit any employees or customers of the\nCompany to cease employment or to cease doing business with the Company.\n\n\nEMPLOYEE                                 Catellus Development Corporation \n                                                                          \n______________________________           By:  _____________________________  \n[INSERT FULL NAME OF EMPLOYEE]                                            \n                                                                          \n                                         Title:  __________________________  \n                                                                          \nDated:  ______________________           Dated:  __________________________\n\n                                     - 4 -\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7030],"corporate_contracts_industries":[9488],"corporate_contracts_types":[9539,9551],"class_list":["post-40575","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-catellus-development-corp","corporate_contracts_industries-real__operators","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\/40575","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=40575"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40575"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40575"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40575"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}