SETTLEMENT AGREEMENT AND GENERAL RELEASE
This Settlement Agreement and General Release ("Agreement") is entered into by and between Patricia Rainwater and all persons acting by, through, or on her behalf ("Employee") and Sony Pictures Entertainment Inc. and its parent, subsidiary and related companies, shareholders, directors, officers, executives, employees, agents and successors, and their parents, subsidiaries, and related companies, shareholders, directors, officers, executives, employees, agents and successors (the "Company").
WHEREAS, Employee was employed by the Company most recently as a Director, Contract Administration and was terminated without cause as of October 1, 2012;
WHEREAS, Employee has alleged claims for unpaid overtime, failure to provide correct wage statements, as well as various penalties under the California Labor Code;
WHEREAS, the Company denies that any monies are owed to Employee or that it is liable to Employee in any amount; and
WHEREAS, Employee and the Company each desire to settle fully and finally all claims, known or unknown, which Employee has or may have against the Company;
NOW, THEREFORE, in consideration of the premises and mutual promises contained herein, it is agreed as follows:
1. No Admission of Liability.
This Agreement shall not in any way be construed as an admission by the Company of any wrongful acts whatsoever against Employee or any other person.
2. Consideration by the Company.
a) a) In consideration of the covenants undertaken and releases given herein by Employee, Company shall provide Employee with the total amount of Seventy-Seven Thousand Five Hundred Dollars ($77,500.00), in full and final settlement of any and all matters of any kind or nature that were alleged by, or could have been alleged by, Employee against Company and/or any of the Releaseees identified in Paragraph 4 below, which will be paid as follows::
1) A check made payable to “Patricia Rainwater” in the gross amount of $22,627.53, less applicable withholdings and deductions, for severance pay pursuant to, and in accordance with, the provisions of the Sony Pictures Entertainment Severance Benefits Policy;
2) A check made payable to “Patricia Rainwater” in the gross amount of $16,122.47 less applicable deductions and withholdings, in settlement of any claim that Employee may have asserted for overtime wages, liquidated damages, interest, , costs or other relief under state, federal or local law. This payment represents a reasonable compromise of the amounts Employee has claimed; and
3) A check made payable to “Law Office of Joseph R. Becerra Trust Account” in the amount of Thirty Eight Thousand Seven Hundred Fifty ($38,750.00) representing Employee’s attorney’s fees and costs
.
b) In addition, the Company agrees to reimburse Employee’s tuition costs for courses that have previously been approved for reimbursement in accordance with the Company’s Tuition Reimbursement Policy in an amount not to exceed $1,900.
c) Provided that Employee timely elects and remains eligible for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will pay Employee’s COBRA payments through January 31, 2013.
d) ) The Company will issue a 1099 form to Employee and a 1099 form to the Law Office of Joseph R. Becerra for payments set forth in paragraphs 2(a) and 2(b), respectively. Employee acknowledges that she has had the opportunity to receive, and to the extent desired has received, independent professional advice from her own tax advisor with respect to the tax consequences of entering into this Agreement and the settlement proceeds that will be paid. Employee further acknowledges that no Releasee has provided her with guidance or advice regarding such tax consequences. Employee acknowledges and agrees that she is solely and ultimately responsible for all tax obligations, including, but not limited to, the reporting of all income attributable to the settlement proceeds to be received pursuant to this Agreement and the payment of all of Employee’s income and employment tax obligations attributable to the receipt of the settlement proceeds pursuant to this Agreement. Company will report all settlement proceeds paid to Employee to the appropriate taxing authorities and to Employee (including the amount of all required income and employment taxes withheld and paid) as required by law. Employee hereby agrees to indemnify and hold Company harmless from and against all liabilities, losses, costs, expenses, interest, payments, or penalties that may result from Employee’s receipt of the above settlement payments in the event that any dispute should arise with respect to the taxability of such payments.
e) Employee acknowledges and agrees that no other monies are owed to her by the Company.
3. Confidentiality.
Employee agrees that neither she nor her representatives will reveal any confidential information relating to her employment with or termination from the Company, its operations, or any confidential matters entrusted to her as an employee of the Company. Employee further represents and agrees that she will keep her claims and the terms, amount and fact of this Agreement completely confidential, and that she will not hereafter disclose any information concerning this Agreement to anyone, including but not limited to any past, present or prospective employee or applicant for employment with the Company; provided, however, that nothing in this Paragraph shall prohibit Employee from disclosing the terms of this Agreement (a) in an action to enforce its terms, or (b) to Employee’s spouse, attorneys or accountants, or (c) from disclosing any information which Employee is required to disclose by law, including disclosure to the United States Internal Revenue Service and the California Franchise Tax Board. Company agrees to keep Employee's prior termination of employment and all facts relating to the termination and her related job performance confidential, and for purposes of any work reference from this date forward, that the termination will never be referenced or discussed in any context with any third parties, other than counsel, accountants or a requirement of disclosure to the United States Internal Revenue Service and the California Franchise Tax Board. In addition, if the People & Organization Department or Employee’s most recent Supervisor (Pamela Parker) is contacted by a potential employer of Employee, it will only provide Employee’s last position held and the dates of Employee’s employment.
4. Complete Release of All Claims, Known or Unknown.
a) As a material inducement to the Company to enter into this Agreement, Employee hereby irrevocably and unconditionally covenants not to sue and fully releases and discharges the Company and each of its owners, shareholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, parents, and affiliates (and agents, directors, officers, employees, representatives, and attorneys of such divisions, subsidiaries, parents, and affiliates), and all persons acting by, through, or in concert with any of them (collectively “Releasees”), and each of them with respect to and from any and all claims, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys' fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Employee now owns or holds, or has at anytime heretofore owned or held, or may in the future hold against Releasees, or any of them, arising out of, grounded upon, or in any way resulting from any act or omission by or on the part of the Releasees, or any of them, committed or omitted prior to the date of the full execution of this Agreement ("Claim or Claims").
b) Employee’s release of any such Claim or Claims includes, but is not limited to, any action arising out of any foreign, federal, state or local constitution, statute, ordinance, regulation, or common law, including, but not limited to, any Claims arising under Title VII of the Civil Rights Act of 1964; the Equal Pay Act; the Americans With Disabilities Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act; the Fair Labor Standards Act; the California Fair Employment and Housing Act; all provisions of the California Labor Code; all provisions of the California Government Code; the Orders of the California Industrial Welfare Commission regulating wages, hours and working conditions including, but not limited to, overtime or other compensation; meal break and rest break compensation and penalties; liquidated damages, interest, attorneys fees, costs, paystub violations under, federal, local or Labor Code Section 226 or otherwise; any Claim or Claims for breach of contract, breach of implied contract, wrongful or constructive discharge, breach of the covenant of good faith and fair dealing, libel, slander, negligent or intentional infliction of emotional distress, violation of public policy, negligent supervision, negligent retention, negligence, or interference with business opportunity or with contracts; and any Claim or Claims for vacation pay, severance pay, bonus or similar benefit, sick leave, pension, retirement, holiday pay, life insurance, health or medical insurance, reimbursement of health or medical costs; provided, however, that this release shall not affect any rights Employee has been granted pursuant to this Agreement.
c) Employee and the Company each agree and expressly acknowledge that this Agreement includes a waiver and release of all claims which Employee has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et seq. (“ADEA”). The following terms and conditions apply and are part of the waiver and release of ADEA claims under this Agreement: The waiver and release of claims under the ADEA contained in this Agreement does not cover rights or claims that may arise after the date on which Employee signs this Agreement. Employee is advised to consult an attorney before signing this Agreement. Employee is granted twenty-one (21) days after she is presented with this Agreement to decide whether or not to sign this Agreement. Employee will have the right to revoke the waiver and release of claims under the ADEA within seven (7) days of signing this Agreement, and this Agreement shall not become effective or enforceable until that revocation period his expired. Employee hereby acknowledges and agrees that she is knowingly and voluntarily waiving and releasing her rights and claims only in exchange for consideration (something of value) in addition to anything of value to which she is already entitled.
d) Employee hereby warrants and represents that she shall not seek nor be entitled to recovery from the Company or the Releasees, or any of them, in connection with any Claim. Employee further warrants and represents that she has not filed any complaints, lawsuits, charges and/or other claims against the Company or any of the Releasees with any court or government agency or entity based upon any acts or events which occurred prior to Employee’s execution of this Agreement.
e) Employee may now or in the future exercise any non-waivable right to initiate or participate in an administrative investigation or proceeding which is established by federal, state, or local law. However, Employee hereby agrees that she shall not seek nor be entitled to personal recovery from the Company or any of the Releasees in connection with any Claim in any such proceeding, including, but not limited to, in any civil action or lawsuit, administrative proceeding, or arbitration. Employee further represents and warrants that she shall not hereafter, individually or as a representative member of a class, file any civil action or lawsuit against the Company or any of the Releasees based on or arising out of or in any way related to any Claim herein.
5. Unknown Claims.
Employee expressly waives and relinquishes all rights and benefits afforded by Section 1542 of the California Civil Code, and does so understanding and acknowledging the significance and consequence of such specific waiver of Section 1542. Section 1542 of the California Civil Code states as follows:
A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.
Thus, notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release and discharge of each and all of the Releasees, Employee expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all Claims which Employee does not know or suspect to exist in her favor at the time of execution hereof, and that this Agreement contemplates the extinguishment of such Claim or Claims.
6. Entire Agreement; No Representations.
This Agreement sets forth the entire agreement between the parties hereto, and fully supersedes any and all prior agreements or understandings between the parties hereto pertaining to the subject matter hereof. This Agreement may be amended only by a written agreement signed by both parties. Employee represents and agrees that she understands her right to discuss all aspects of this Agreement with her attorney and has availed herself of that right to the fullest extent she desires, that she has carefully read and fully understands all of the provisions of this Agreement, and that she is voluntarily entering into this Agreement, and that she does not and has not relied in any way on any representations or statements of any of the Releasees.