William J. Goeden and Carol S. Goeden - Page 8

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                         (f) Earnings from other sources will not serve to            
                              reduce or be offset against any payments or             
                              benefits due to or received by Goeden, Mrs.             
                              Goeden or their estates hereunder.                      
                         (g) The above payments may not be reduced,                   
                              eliminated or set-off against future claims,            
                              if any, the Credit Union might bring against            
                              Goeden unless and until a final non-                    
                              appealable judgment or court order has been             
                              entered against Goeden with respect to such             
                              claim or claims.                                        
                    4.   Goeden will resign as President and terminate his            
                         employment with the Credit Union as of September             
                         15, 1988.  Goeden's employment termination will be           
                         recorded as a Board approved early retirement.               
                         Goeden will not seek or accept any future                    
                         relationship with the Credit Union as an officer,            
                         director or employee.                                        
               The settlement agreement also provided that the credit union           
          would continue to pay group health and dental insurance for                 
          petitioner and his family until he reached age 65 (he was then              
          57), and to pay certain premiums on his life insurance.  The                
          credit union agreed to provide petitioner with Medicare                     
          Supplement Insurance after he reached age 65.                               
               The settlement agreement did not allocate the payments                 
          received by petitioner to any particular cause of action.                   
               On September 15, 1988, petitioner and the credit union                 
          signed a general mutual release and statement.  In it, petitioner           
          agreed to discharge from liability the credit union and its                 
          directors and officers for any and all causes of action,                    
          including age discrimination, breach of contract whether express            






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