SEPARATION, RELEASE AND WAIVER AGREEMENT

This Agreement is between William R. Gersonde (“Gersonde”) and the City of Abilene, Texas
(the “City” and/or the “Employer”), and constitutes the full and complete terms of their agreement,
and supersedes any and all other oral or written agreements which the parties may have made
concerning this same subject matter.

Gersonde agrees and acknowledges that his last working day as an employee with the City
is November 27 ,2018.

2. Upon execution of this Agreement, Gersonde shall submit to the City his resignation or
retirement letter with an effective date of November )7 ,2018 as referenced in Paragraph
1 and in accordance with Exhibit A. Gersonde agrees not to reapply for employment with
the City of Abilene.

3. Gersonde will be paid his regular wages through his date of resignation, in accordance with
City Policy, less applicable payroll deductions including taxes and TMRS. Gersonde will
receive a second paycheck of all eligible leave payouts, including all accrued sick leave and
unused vacation leave, less appropriate payroll deductions, including taxes and TMRS.
Gersonde agrees that, except for the payments made and benefits provided in this paragraph,
he is not entitled to any other benefits, compensation, or payments from Employer.

4. In exchange for the promises contained in this Agreement, the City agrees to provide
Gersonde with a special separation benefit consisting of an additional severance payment
of $20,843.09, an amount equal to twelve (12) weeks of Gersonde’s salary at the time of
separation from employment, less appropriate payroll deductions, including taxes and
TMRS. This amount will be paid to Gersonde in one lump sum on the next regularly
scheduled paydate following the effective date of this Agreement as referenced in Paragraph
14. This amount is over and above any final wages or accruals otherwise provided in
Gersonde’s final paycheck upon separation from employment.

5. In addition, after his last working day, Gersonde agrees to continue assisting the City in a
non-employee consultant capacity in working towards the Zoo’s successful reaccreditation
with the AZA (American Zoological Association). As an independent consultant, Gersonde
shall continuously advise and guide City leadership through the entire process via telephone,
email and other electronic communication means. Gersonde shall be available to meet with
the accrediting entity’s review team during their scheduled on-site visit(s) and assist the
City with any follow up items or communications. In exchange, the City agrees to pay
Gersonde a consulting fee totaling an amount not-to-exceed $21,000 either in one lump sum
payment wi en—U s eiving written notice of reaccreditation from
the AZA in monthly installments of $3,50 beginning in January 2019 upon submission
of invoices. As an independent consu tant, Gersonde will be responsible for remitting all
applicable ta esong ol9..consulting fee payment.

Gersonde agrees that providing the special separation benefit described in paragraph 4 of
this Agreement upon an employee’s separation is contrary to the City’s normal policy, and
in exchange for such good and valuable consideration, Gersonde further agrees to release

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 and waive any and all claims Gersonde has or which may arise by virtue of Gersonde’s
employment with or separation from the City, and Gersonde releases the City and its
officers, elected officials, in their official capacity, and current employees from any such
claims. Such claims include, but are not limited to, breach of contract, tort, common law,
and any and all claims which might arise under local, state, or federal fair employment
practices or employment benefit laws, including but not limited to the Americans with
Disabilities Act, Title VII of the Civil Rights Act, workers’ compensation retaliation law,
Fair Labor Standards Act, Whistleblower claims and Chapter 21 of the Texas Labor Code,
as of the date of this Agreement, and Gersonde agrees not to file any lawsuit against the
City, or any current employees of the City, on account of Gersonde’s employment with or
separation from the City. Employee acknowledges that he has been afforded all rights due
to him, if any, under the Family and Medical Leave Act.

6. Release and Waiver and Covenant Not to Sue Under the ADEA. By signing this
Agreement, Gersonde agrees to the following:

a. Release and Waiver of Rights. Gersonde irrevocably and unconditionally

releases City and the other Releasees, or any of them, from any and all claims,
complaints, liabilities, damages, causes of action, suits, rights, costs, and expenses
(including attorneys’ fees) from any and all age discrimination, harassment and/or
retaliation claims under the ADEA.

b. Covenant Not to Sue. Gersonde agrees that he will not bring any legal action
against the Releasees for any claim under the ADEA that existed prior to the time
he signed this Agreement; however, this provision does not prohibit Gersonde from
filing a lawsuit for the sole purpose of enforcing his rights under this Agreement,
from enforcing or securing any rights that may arise subsequent to his signing this
Agreement, or from enforcing or securing any rights provided Gersonde under the
ADEA that may not be legally waived.

c. Waived and Discharged Claims. Gersonde agrees that if an ADEA claim is

prosecuted in his name or on his behalf before any court or administrative agency,
he waives and agrees not to take any award of money or other damages from such
suit. Gersonde also agrees that if an ADEA claim waived or discharged under
section 6 of this Agreement is prosecuted in his name he will immediately request
in writing that the claim on his behalf be withdrawn. Gersonde also agrees that he
waives on behalf of himself and his attorneys all claims for attorneys’ fees and
expenses and court costs for any ADEA claims waived and discharged under
section 6 of this Agreement. Notwithstanding the foregoing, nothing in this
Agreement is intended to interfere with Gersonde’s right to participate or cooperate
in a proceeding with any appropriate federal, state or local agency whose task it is
to investigate employment discrimination.

7. Gersonde specifically does not waive his right to apply for or claim unemployment
compensation insurance. The City, however, does not waive its option to dispute such claim
for unemployment. This Agreement does not prevent Gersonde from pursuing workers’

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 compensation benefits to which he may be entitled. Gersonde understands that nothing in
this Agreement shall prohibit him from filing a claim with the Department of Labor,
including the federal Equal Employment Opportunity Commission (“EEOC”) or
cooperating in such agency’s investigation or proceeding, although Gersonde acknowledges
that he has waived such claims and will he barred from obtaining any monetary or other
relief from or against Employer.

8. Gersonde agrees to keep the terms of this Agreement confidential, and not to publicize or
disseminate the terms in any way, except as may be required by federal, state, or local tax
authority or other law, or to secure enforcement of the terms and conditions of this
Agreement. Notwithstanding the foregoing, Gersonde may disclose the terms and amount
of this Agreement to Gersonde’s immediate family, tax or other financial advisor, and/or
lawyer, provided that Gersonde shall first obtain any such person’s agreement to keep any
such matters completely confidential and not to disclose any such matters to anyone.

9. Employer agrees to keep the terms of this Agreement confidential, and not to publicize or
disseminate the terms in any way, except as may be required under federal, state, or local
tax authority or other law, or to secure enforcement of the terms and conditions of this
Agreement. If contacted by a prospective employer of Gersonde, the City agrees to provide
only a neutral employment reference confirming Gersonde’s dates of employment and last
salary, but only if such references are referred to the City’s Human Resources Director.

10. No Existing Complaints or Lawsuits. Gersonde promises that he has not filed a complaint,
charge, claim or lawsuit against City or any of the other Releasees with any governmental
agency or any court. This Agreement is not and shall not be interpreted as an admission by
City or any of the other Releasees that it or they acted improperly in any way with respect
to Gersonde.

11. Cancellation. The cash payment made to Gersonde by City in accordance with paragraph
4 hereof must be immediately returned to City by Gersonde if he takes any action or engages
in any conduct in violation of any of the terms or conditions of this Agreement. In addition,
before Gersonde takes any legal action to challenge the validity or enforceability of this
Agreement, for any reason, including, without limitation, any claim that Gersonde did not
knowingly or voluntarily enter into this Agreement, Gersonde agrees that he first must repay
to City the cash portion of the Separation Benefits he received under paragraph 4 hereof.
Provided, however, that Gersonde’s obligation under this paragraph to repay to the City the
cash separation payments he received under paragraph 4 hereof shall not apply to
Gersonde’s release and waiver and covenant not to sue under the ADEA as set out in
paragraph 6 above; in such case, the consideration attributable to Gersonde’s release and
waiver and covenant not to sue under the ADEA shall be $5000.00.

12. Gersonde is advised to consult with an attorney before signing this Agreement. Gersonde
has entered into this Agreement voluntarily and knowingly, and has been given an
opportunity to review it with an attorney if desired.

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 13. This Agreement shall, in all respects, be interpreted, enforced and governed under the laws
of the State of Texas. Any suit, claim or other legal proceeding arising out of or relating to
Gersonde’s employment or this Agreement shall be brought exclusively in state or federal
courts serving Taylor County, Texas, and Gersonde and the City hereby submit to personal
jurisdiction in the State of Texas and to venue in such courts. If any portion of this
Agreement is held to be invalid or legally unenforceable, the remaining portions will not be
affected and will be given full force and effect.

14. NOTICE TO GERSONDE. Gersonde should thoroughly review and understand this
Agreement before signing it. THIS AGREEMENT INCLUDES A RELEASE AND
WAIVER OF LEGAL RIGHTS AND CLAIMS. Gersonde has up to twenty-one days to
consider this Agreement before signing it. If Gersonde agrees to the terms and wants to
enter into this Agreement, he must sign it in the presence of a notary public and deliver it to
Robert Hanna, City Manager, on or before the 21St day after it was given to him. For a
period of seven days after Gersonde signs this Agreement, he may revoke it by delivering a
written notice of revocation to Robert Hanna. This Agreement will not become effective or
enforceable (and City’s lump sum payment will not be made) until this seven-day revocation
period has passed and Gersonde has timely signed and returned to Robert Hanna the
Acknowledgment attached hereto as Exhibit B.

Agreed to and Accepted by:

d4
William . ersonde thuit HamGityManagur
City of Abilene
cc-H-ers3n, bPU%J CIH Mahcer

Date
iJM&th- 9r Date ‘1 i
(I

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I

EXHIBIT A

Date )/

Robert Hanna
City Manager
City of Abilene

Dear Mr. Hanna:

I am resigning (or retiring) from employment with the City of Abilene effective T
2018.

Sincerely,

William R. Gersonde

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 EXHIBIT B

ACKNOH’LEDGEMENT BY 1i’ILLI.1M I?. GERSONDE

I, William R. Gersonde, by my signature below, acknowledge that at least seven (7) days have
passed since I signed the Separation Agreement and General Release (Agreement) and that during
that seven (7) day time period, I did not revoke the Agreement.

I also acknowledge and affirm that since the date I signed the Agreement, I have not filed a
complaint, charge, claim or lawsuit against the City or any of the other Releasees (as that term is
defined in the Agreement) with any governmental agency or any court and that I have no intention
of doing so.

I further acknowledge and affirm that since the date I signed the Agreement, neither the City nor
any of the other Releasees have acted, have failed to act, or have done anything else that would
give rise to any legal claim by me.

I have read and understand this Acknowledgement and everything in it is true and correct. I am
signing this Acknowledgement because I want to assure the City of Abilene that I have not invoked
my right to revoke the Agreement and that I have no legal claim against the City and do not intend
to pursue any such claim.

William R. Gersonde

Date:______________

STATE OF TEXAS §
§
COUNTY OF TAYLOR §
Before me, a Notary Public, on this day personally appeared William R. Gersonde, known to me
to be the person whose name is subscribed to the foregoing instrument and acknowledged to me
that he executed the same for the purposes and consideration therein expressed.

Given under my hand and seal of office this day of b€Cew 2018.

[PERSONALIZED SEAL] N ry Public Signature

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KAITLIN BRIANNA RICHARDSON

* ‘

*
Notary Public1 State of Texas
NOTARY ID #130103314
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