Preview
FILED: ALBANY COUNTY CLERK 03/31/2023 10:47 AM INDEX NO. 902786-23
NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 03/31/2023
SEPARATION AGREEMENT
by and between
THE LIVONIA CENTRAL SCHOOL DISTRICT
and
MATTHEW COLE
WHEREAS, Matthew Cole is employed by the Board of Education (the "Board")
of the Livonia Central School District (the "District") as its Superintendent of Schools
(the "Superintendent) pursuant to an employment agreement ("Employment Agreement")
effective March 1, 2020 through February 28, 2025; and
WHEREAS, the Superintendent has notified the Board of his intent to resign as
the Superintendent of Schools; and
WHEREAS, pursuant to the Employment Agreement, Termination Section,
Paragraph 1.c., the parties now mutually agree to the following terms resulting in a
termination of the Employment Agreement.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL
PROMISES SET FORTH BELOW, IT IS HEREBY AGREED AS FOLLOWS:
1. The Superintendent will resign from employment effective as of the close
of business on July 15, 2022 (letter attached hereto as Exh. "A"). Both parties waive the
notice provision as set forth in the Employment Agreement, Termination Section,
Paragraph 1.c.
2. As consideration for entering this Separation Agreement, including the
releases as set forth below, the Superintendent will receive payment of his salary for the
period July 16, 2022 through September 15, 2022. Such amount shall be paid in one
lump sum, less any deductions therefrom which the Superintendent shall, in writing,
request the Board to withhold and any other deductions required by law, on the first
payroll date following the date of separation.
3. In addition, the District will continue the Superintendent's participation in
the FLASHP HDHP, vision, and dental insurance at the contribution levels as set forth in
the Employment Agreement, under the Health Benefits section, Paragraphs 1 and 4 up
and through December 31, 2022. The Superintendent's portion of the premiums will be
deducted from the payments made pursuant to Paragraph 2 above. The Superintendent
will not be eligible for any HSA contribution per Paragraph 1 in January 2023 or any
HRA contribution per Paragraph 4 for the 2022-2023 school year.
FILED: ALBANY COUNTY CLERK 03/31/2023 10:47 AM INDEX NO. 902786-23
NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 03/31/2023
4. The Superintendent will receive payment for Thirty and One-Half (30.5)
accrued but unused vacation days pursuant to the Employment Agreement, Leave
Benefits section, Paragraph 1 at the rate of $729.17 per day. Such amount shall be paid in
one lump sum, less any deductions therefrom which the Superintendent shall, in writing,
request the Board to withhold and any other deductions required by law, on the first
payroll date following the date of separation.
5. The Superintendent will receive payment for Two Hundred Ninety-Five
(295) accumulated sick days pursuant to the Employment Agreement, Leave Benefits
section, Paragraph 3 at the rate of $243.06 per day. Payment for such days will be made
no later than thirty (30) days after the Superintendent's resignation date through the
District making an employer non-elective contribution into the Superintendent's account
in the District's IRC 403(b) plan; provided, however, that in no event will the amount
contributed by the District exceed the maximum limitation under the Internal Revenue
Code applicable to such contributions. In the event the cumulative amount as set forth in
this paragraph would cause the contribution to exceed the maximum limitation under the
Internal Revenue Code applicable to such contributions, then such excess amount shall be
contributed into the Superintendent's account in the District's IRC 403(b) plan on or
before January 31 of the next following calendar year to the maximum amount permitted
under the Internal Revenue Code (and in each succeeding January as necessary until the
entire cumulative amount as set forth in this paragraph has been contributed into the
Superintendent's account in the District's IRC 403(b) plan). The parties agree that any
and all tax liabilities on this amount will be the sole responsibility of the Superintendent.
To the extent that such contributions are otherwise prohibited by law, such
payments shall be paid directly to the Superintendent. Any such payment would then be
subject to deductions required by law.
6. The Superintendent understands that, except as explicitly set forth in this
Separation Agreement, he is not eligible for any other payments, reimbursements, and/or
benefits from the District.
7. The Superintendent understands that his resignation is irrevocable and that
acceptance of this Agreement by the Board of Education constitutes acceptance of his
letter of resignation.
8. In consideration of the mutual covenants, promises and consideration set
forth herein, the Superintendent releases the District, its Board of Education,
Administrators, Employees and Agents, Heirs and Assignees in both their official and
individual capacities (referred to collectively throughout this provision as the "District"),
from all claims of any kind or nature including grievance, charges, actions, suits,
contracts and agreements (except as otherwise set forth in this Agreement), which are in
any way related to the Superintendent's employment and separation from the District as
of the date of this Agreement (hereinafter "Claims"), including, but not limited to:
a) proceedings before the Public Employment Relations Board;
FILED: ALBANY COUNTY CLERK 03/31/2023 10:47 AM INDEX NO. 902786-23
NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 03/31/2023
b) appeals to the Commissioner of Education pursuant to Education
Law § 310;
d) claims of discrimination arising under Federal, State or Local laws,
which the Superintendent, his heirs, executors, administrators, successors and assigns
have or may have against the District at any time prior to the date of the execution of this
Agreement, including, but not limited to:
" the Americans with Disabilities Act which prohibits
("ADA"),
discrimination on the basis of disability;
" the Age Discrimination in Employment Act which
("ADEA"),
prohibits age discrimination in employment;
" Title VII of the Civil Rights Act of as which
1964, amended,
prohibits retaliation and discrimination in employment based on
race, color, national origin, religion or sex;
" the Older Worker's Benefit Protection Act;
" the and Medical Leave Act
Family ("FMLA");
" the Employee Retirement Income Act of 1974
Security
("ERISA"), as amended;
" the Fair Labor Standards Act ("FLSA");
" the New York Human Rights Law ("NYHRL");
" the New York Executive Law;
" other state or local law or regulation
any federal, prohibiting
employment discrimination;
" claims for wrongful whether based on claimed
discharge,
violations of statute or based on claims in contract or tort, common
law or equity;
" claims for failure to wages due or other moneys owed
pay
(including claims for unpaid vacation pay);
" claims of interference with
fraud, misrepresentation, defamation,
prospective economic advantage;
FILED: ALBANY COUNTY CLERK 03/31/2023 10:47 AM INDEX NO. 902786-23
NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 03/31/2023
" claims of intentional or negligent infliction of emotional distress;
and
" claimed violations of other civil or human rights
any federal, state,
law, or any other alleged violation of any local, state or federal
law, regulation or ordinance, and/or public policy, contract, or tort,
or common law having any bearing whatsoever on the terms and
conditions and/or cessation of employment with the District,
including but not limited to, any allegations for costs, fees or other
attorneys'
expenses, including fees, incurred in these matters
which he ever had, now has, or may have as of the date of this
release.
The Superintendent understands that although he waives any substantive
claims he may have by virtue of this Agreement, this Agreement shall not affect his right
to sue solely to challenge the validity of the ADEA waiver, as provided by applicable
law.
The parties agree that this release is intended to be as complete and
inclusive as may be permitted under law with respect to claims arising from the
Superintendent's employment or his separation from employment with the District.
The Superintendent retains the protections as set forth under the Legal
Protection section, of the Employment Agreement. The District, for and in consideration
of the agreements made by the Superintendent, as set forth herein, and other good and
valuable consideration, hereby releases and forever discharges, and by this instrument
does release and forever discharge Superintendent of and from all actions, causes of
action, suits, charges, complaints, proceedings, grievances, obligations, costs, losses,
attorneys'
damages, injuries, fees, debts, dues, sums of money, accounts, covenants,
contracts, controversies, agreements and promises of any form whatsoever (collectively
referred to as "claims") including, but not limited to, any claims in law, equity, contract,
tort or those claims which were or could have been alleged up until the date of execution
of this Agreement, or any claims arising under any and all federal, state, county or local
statutes, laws, rules and regulations pertaining to employment, as well as any and all
claims under state or federal contract or tort law against the Superintendent, known or
unknown claims, excluding any claims which arise from any criminal act, fraudulent
receipt of monies, or any other act involving the illegal or unauthorized receipt of monies
or things of value of the District by Superintendent or are otherwise found to be
prohibited by law or outside the scope of the Superintendent's employment, by his own
acts. Notwithstanding the foregoing, the Superintendent must participate in any
investigation into or defense to any such claims referenced above.
9. Except as provided herein, the Superintendent agrees not to initiate any
legal action, charge or complaint ("action") against the District with respect to any
Claims released as stated above in any forum whatsoever and to immediately discontinue
any such action previously commenced; further, to the extent any such action has been or
FILED: ALBANY COUNTY CLERK 03/31/2023 10:47 AM INDEX NO. 902786-23
NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 03/31/2023
is brought, the Superintendent expressly waives any claim to any form of monetary or
other damages or any other form of recovery or relief in connection with any such action,
or in connection with any action brought by a third party, but not to participation in an
investigation for any action brought by a third party.
The Superintendent understands, however, that nothing in this Agreement
shall be construed to prohibit or prevent him from participating in any EEOC
investigation or proceeding and/or from communicating with or filing a charge with the
EEOC, to the extent that such right is protected under the law. Notwithstanding the
foregoing, the Superintendent acknowledges that he shall not be entitled to any legal or
equitable relief therefrom.
Further, nothing in paragraphs 8 or 9 in this Agreement prohibits either
party from commencing an action to enforce the terms of this Agreement or, in the
Superintendent's case, to test the validity of the release of ADEA claims.
10. The Superintendent agrees that as of the date of his separation from the
District he vvill not contact District employees regarding District matters, operations, or
business with the exception of matters related to the education of his children while they
are students in the District. In addition, the Superintendent agrees that he will not apply
for any future employment opportunities with the District, including as an independent
contractor or employee of a temporary or leased employment agency, nor seek to provide
volunteer service with or for the District in any capacity following his separation except
for specific activities in which his children are participants.
1 1. The Superintendent represents that he has returned, or will return, as of
July 14, 2022, to the District any property in the Superintendent's possession, custody or
control that belongs to the District (such property includes, without limitation, equipment,
computer, hotspot, cell phone, credit cards, keys, files, and other documents, computer
disks and any other computer or electronic infonnation). To the extent it exists, the
Superintendent also agree to permanently delete from his personal computer (and from
any other device or location under his custody or control) any and all copies of District
email messages and other electronic information. All property of the District must be
returned to the District and/or deleted pursuant to this Paragraph before the
Superintendent is eligible to receive the consideration set forth in Paragraphs 2 - 5 above.
12. The Superintendent agrees that he will withdraw from participation in
organizations for which he acts as a District representative.
13. The District, and individual Board members, agree not to disparage the
Superintendent and the Superintendent agrees not to disparage the District, its Board of
Education, Administrators, Employees and Agents, IIeirs and Assignees, collectively or
individually. This includes, without limitation, making, publishing or posting any
disparaging remarks via social media (such as Facebook, Instagram, Twitter, TikTok,
Snapchat, LinkedIn, Indeed, Glassdoor, etc.). The parties further agree not to encourage
or assist any third party in making, publishing, or posting such disparaging remarks.
FILED: ALBANY COUNTY CLERK 03/31/2023 10:47 AM INDEX NO. 902786-23
NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 03/31/2023
. .
The Superintendent specifically agrees that if engaged in any future work for any
organization, whether as an employee, independent contractor, or consultant, he will not
speak with such organization about specific projects that he was engaged in while
employed as the Superintendent.
14. The Superintendent agrees to keep all terms of this Separation Agreement
confidential and not to disclose the terms of this Separation Agreement to any third party,
other than an immediate family member(s), health care provider(s), attorney(s) or other
person(s) with privilege, financial consultant(s), labor relations specialist(s) or person(s)
or entity(ies) with a legal necessity to know. The Superintendent will inform such
individuals that they must keep such information confidential. The Superintendent may
discuss the circumstances leading to this agreement with prospective employers provided
that such communication is honest and does not violate any provision of this Separation
Agreement.
The District, its Board of Education, individual Board members both
present and future, and Administrators with knowledge of this Settlement Agreement,
agree to keep all terms of this Settlement Agreement confidential, unless otherwise
required to disclose the terms by law, including investigation by local, state or federal
agency, or unless it is otherwise necessary to the administration of this Agreement.
15. The Superintendent understands that he has twenty-one (21) days to
consider this Agreement. He may use as much of this period as he chooses. If he elects
to accept the terms of this Agreement, including the release and waiver included in
Paragraphs 8 and 9, he will sign and date this Agreement and provide his signed
irrevocable letter of resignation for retirement purposes. Once the Superintendent signs
this Agreement and provided the letter of resignation, the Agreement will become
effective, enforceable, and irrevocable upon the expiration of seven (7) calendar days
following the date of his signature. If the Superintendent decides to revoke this
Agreement, he must deliver a written notice of revocation to the Office of the District
Clerk, located at 40 Spring Street, Livonia, NY 14487, which must be received within
seven (7) calendar days after he signs the Agreement and no later than 5:00 p.m. on the
seventh day.
16. The Superintendent acknowledges that he has had the opportunity to
consult with a representative or attorney of his choosing in all deliberations leading up to
this Agreement, that he has personally read the Agreement, that he had all terms and
conditions herein thoroughly explained, and now freely consents to enter this Agreement,
such consent not having been induced by fraud, duress or any other undue influence. The
Superintendent acknowledges that he has been advised by counsel as to the full meaning
and consequences of his irrevocable submission to the Board of Education of the letter of
resignation.
17. This Agreement constitutes
Preview
FILED: ALBANY COUNTY CLERK 03/31/2023 10:47 AM INDEX NO. 902786-23 NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 03/31/2023 SEPARATION AGREEMENT by and between THE LIVONIA CENTRAL SCHOOL DISTRICT and MATTHEW COLE WHEREAS, Matthew Cole is employed by the Board of Education (the "Board") of the Livonia Central School District (the "District") as its Superintendent of Schools (the "Superintendent) pursuant to an employment agreement ("Employment Agreement") effective March 1, 2020 through February 28, 2025; and WHEREAS, the Superintendent has notified the Board of his intent to resign as the Superintendent of Schools; and WHEREAS, pursuant to the Employment Agreement, Termination Section, Paragraph 1.c., the parties now mutually agree to the following terms resulting in a termination of the Employment Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES SET FORTH BELOW, IT IS HEREBY AGREED AS FOLLOWS: 1. The Superintendent will resign from employment effective as of the close of business on July 15, 2022 (letter attached hereto as Exh. "A"). Both parties waive the notice provision as set forth in the Employment Agreement, Termination Section, Paragraph 1.c. 2. As consideration for entering this Separation Agreement, including the releases as set forth below, the Superintendent will receive payment of his salary for the period July 16, 2022 through September 15, 2022. Such amount shall be paid in one lump sum, less any deductions therefrom which the Superintendent shall, in writing, request the Board to withhold and any other deductions required by law, on the first payroll date following the date of separation. 3. In addition, the District will continue the Superintendent's participation in the FLASHP HDHP, vision, and dental insurance at the contribution levels as set forth in the Employment Agreement, under the Health Benefits section, Paragraphs 1 and 4 up and through December 31, 2022. The Superintendent's portion of the premiums will be deducted from the payments made pursuant to Paragraph 2 above. The Superintendent will not be eligible for any HSA contribution per Paragraph 1 in January 2023 or any HRA contribution per Paragraph 4 for the 2022-2023 school year. FILED: ALBANY COUNTY CLERK 03/31/2023 10:47 AM INDEX NO. 902786-23 NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 03/31/2023 4. The Superintendent will receive payment for Thirty and One-Half (30.5) accrued but unused vacation days pursuant to the Employment Agreement, Leave Benefits section, Paragraph 1 at the rate of $729.17 per day. Such amount shall be paid in one lump sum, less any deductions therefrom which the Superintendent shall, in writing, request the Board to withhold and any other deductions required by law, on the first payroll date following the date of separation. 5. The Superintendent will receive payment for Two Hundred Ninety-Five (295) accumulated sick days pursuant to the Employment Agreement, Leave Benefits section, Paragraph 3 at the rate of $243.06 per day. Payment for such days will be made no later than thirty (30) days after the Superintendent's resignation date through the District making an employer non-elective contribution into the Superintendent's account in the District's IRC 403(b) plan; provided, however, that in no event will the amount contributed by the District exceed the maximum limitation under the Internal Revenue Code applicable to such contributions. In the event the cumulative amount as set forth in this paragraph would cause the contribution to exceed the maximum limitation under the Internal Revenue Code applicable to such contributions, then such excess amount shall be contributed into the Superintendent's account in the District's IRC 403(b) plan on or before January 31 of the next following calendar year to the maximum amount permitted under the Internal Revenue Code (and in each succeeding January as necessary until the entire cumulative amount as set forth in this paragraph has been contributed into the Superintendent's account in the District's IRC 403(b) plan). The parties agree that any and all tax liabilities on this amount will be the sole responsibility of the Superintendent. To the extent that such contributions are otherwise prohibited by law, such payments shall be paid directly to the Superintendent. Any such payment would then be subject to deductions required by law. 6. The Superintendent understands that, except as explicitly set forth in this Separation Agreement, he is not eligible for any other payments, reimbursements, and/or benefits from the District. 7. The Superintendent understands that his resignation is irrevocable and that acceptance of this Agreement by the Board of Education constitutes acceptance of his letter of resignation. 8. In consideration of the mutual covenants, promises and consideration set forth herein, the Superintendent releases the District, its Board of Education, Administrators, Employees and Agents, Heirs and Assignees in both their official and individual capacities (referred to collectively throughout this provision as the "District"), from all claims of any kind or nature including grievance, charges, actions, suits, contracts and agreements (except as otherwise set forth in this Agreement), which are in any way related to the Superintendent's employment and separation from the District as of the date of this Agreement (hereinafter "Claims"), including, but not limited to: a) proceedings before the Public Employment Relations Board; FILED: ALBANY COUNTY CLERK 03/31/2023 10:47 AM INDEX NO. 902786-23 NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 03/31/2023 b) appeals to the Commissioner of Education pursuant to Education Law § 310; d) claims of discrimination arising under Federal, State or Local laws, which the Superintendent, his heirs, executors, administrators, successors and assigns have or may have against the District at any time prior to the date of the execution of this Agreement, including, but not limited to: " the Americans with Disabilities Act which prohibits ("ADA"), discrimination on the basis of disability; " the Age Discrimination in Employment Act which ("ADEA"), prohibits age discrimination in employment; " Title VII of the Civil Rights Act of as which 1964, amended, prohibits retaliation and discrimination in employment based on race, color, national origin, religion or sex; " the Older Worker's Benefit Protection Act; " the and Medical Leave Act Family ("FMLA"); " the Employee Retirement Income Act of 1974 Security ("ERISA"), as amended; " the Fair Labor Standards Act ("FLSA"); " the New York Human Rights Law ("NYHRL"); " the New York Executive Law; " other state or local law or regulation any federal, prohibiting employment discrimination; " claims for wrongful whether based on claimed discharge, violations of statute or based on claims in contract or tort, common law or equity; " claims for failure to wages due or other moneys owed pay (including claims for unpaid vacation pay); " claims of interference with fraud, misrepresentation, defamation, prospective economic advantage; FILED: ALBANY COUNTY CLERK 03/31/2023 10:47 AM INDEX NO. 902786-23 NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 03/31/2023 " claims of intentional or negligent infliction of emotional distress; and " claimed violations of other civil or human rights any federal, state, law, or any other alleged violation of any local, state or federal law, regulation or ordinance, and/or public policy, contract, or tort, or common law having any bearing whatsoever on the terms and conditions and/or cessation of employment with the District, including but not limited to, any allegations for costs, fees or other attorneys' expenses, including fees, incurred in these matters which he ever had, now has, or may have as of the date of this release. The Superintendent understands that although he waives any substantive claims he may have by virtue of this Agreement, this Agreement shall not affect his right to sue solely to challenge the validity of the ADEA waiver, as provided by applicable law. The parties agree that this release is intended to be as complete and inclusive as may be permitted under law with respect to claims arising from the Superintendent's employment or his separation from employment with the District. The Superintendent retains the protections as set forth under the Legal Protection section, of the Employment Agreement. The District, for and in consideration of the agreements made by the Superintendent, as set forth herein, and other good and valuable consideration, hereby releases and forever discharges, and by this instrument does release and forever discharge Superintendent of and from all actions, causes of action, suits, charges, complaints, proceedings, grievances, obligations, costs, losses, attorneys' damages, injuries, fees, debts, dues, sums of money, accounts, covenants, contracts, controversies, agreements and promises of any form whatsoever (collectively referred to as "claims") including, but not limited to, any claims in law, equity, contract, tort or those claims which were or could have been alleged up until the date of execution of this Agreement, or any claims arising under any and all federal, state, county or local statutes, laws, rules and regulations pertaining to employment, as well as any and all claims under state or federal contract or tort law against the Superintendent, known or unknown claims, excluding any claims which arise from any criminal act, fraudulent receipt of monies, or any other act involving the illegal or unauthorized receipt of monies or things of value of the District by Superintendent or are otherwise found to be prohibited by law or outside the scope of the Superintendent's employment, by his own acts. Notwithstanding the foregoing, the Superintendent must participate in any investigation into or defense to any such claims referenced above. 9. Except as provided herein, the Superintendent agrees not to initiate any legal action, charge or complaint ("action") against the District with respect to any Claims released as stated above in any forum whatsoever and to immediately discontinue any such action previously commenced; further, to the extent any such action has been or FILED: ALBANY COUNTY CLERK 03/31/2023 10:47 AM INDEX NO. 902786-23 NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 03/31/2023 is brought, the Superintendent expressly waives any claim to any form of monetary or other damages or any other form of recovery or relief in connection with any such action, or in connection with any action brought by a third party, but not to participation in an investigation for any action brought by a third party. The Superintendent understands, however, that nothing in this Agreement shall be construed to prohibit or prevent him from participating in any EEOC investigation or proceeding and/or from communicating with or filing a charge with the EEOC, to the extent that such right is protected under the law. Notwithstanding the foregoing, the Superintendent acknowledges that he shall not be entitled to any legal or equitable relief therefrom. Further, nothing in paragraphs 8 or 9 in this Agreement prohibits either party from commencing an action to enforce the terms of this Agreement or, in the Superintendent's case, to test the validity of the release of ADEA claims. 10. The Superintendent agrees that as of the date of his separation from the District he vvill not contact District employees regarding District matters, operations, or business with the exception of matters related to the education of his children while they are students in the District. In addition, the Superintendent agrees that he will not apply for any future employment opportunities with the District, including as an independent contractor or employee of a temporary or leased employment agency, nor seek to provide volunteer service with or for the District in any capacity following his separation except for specific activities in which his children are participants. 1 1. The Superintendent represents that he has returned, or will return, as of July 14, 2022, to the District any property in the Superintendent's possession, custody or control that belongs to the District (such property includes, without limitation, equipment, computer, hotspot, cell phone, credit cards, keys, files, and other documents, computer disks and any other computer or electronic infonnation). To the extent it exists, the Superintendent also agree to permanently delete from his personal computer (and from any other device or location under his custody or control) any and all copies of District email messages and other electronic information. All property of the District must be returned to the District and/or deleted pursuant to this Paragraph before the Superintendent is eligible to receive the consideration set forth in Paragraphs 2 - 5 above. 12. The Superintendent agrees that he will withdraw from participation in organizations for which he acts as a District representative. 13. The District, and individual Board members, agree not to disparage the Superintendent and the Superintendent agrees not to disparage the District, its Board of Education, Administrators, Employees and Agents, IIeirs and Assignees, collectively or individually. This includes, without limitation, making, publishing or posting any disparaging remarks via social media (such as Facebook, Instagram, Twitter, TikTok, Snapchat, LinkedIn, Indeed, Glassdoor, etc.). The parties further agree not to encourage or assist any third party in making, publishing, or posting such disparaging remarks. FILED: ALBANY COUNTY CLERK 03/31/2023 10:47 AM INDEX NO. 902786-23 NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 03/31/2023 . . The Superintendent specifically agrees that if engaged in any future work for any organization, whether as an employee, independent contractor, or consultant, he will not speak with such organization about specific projects that he was engaged in while employed as the Superintendent. 14. The Superintendent agrees to keep all terms of this Separation Agreement confidential and not to disclose the terms of this Separation Agreement to any third party, other than an immediate family member(s), health care provider(s), attorney(s) or other person(s) with privilege, financial consultant(s), labor relations specialist(s) or person(s) or entity(ies) with a legal necessity to know. The Superintendent will inform such individuals that they must keep such information confidential. The Superintendent may discuss the circumstances leading to this agreement with prospective employers provided that such communication is honest and does not violate any provision of this Separation Agreement. The District, its Board of Education, individual Board members both present and future, and Administrators with knowledge of this Settlement Agreement, agree to keep all terms of this Settlement Agreement confidential, unless otherwise required to disclose the terms by law, including investigation by local, state or federal agency, or unless it is otherwise necessary to the administration of this Agreement. 15. The Superintendent understands that he has twenty-one (21) days to consider this Agreement. He may use as much of this period as he chooses. If he elects to accept the terms of this Agreement, including the release and waiver included in Paragraphs 8 and 9, he will sign and date this Agreement and provide his signed irrevocable letter of resignation for retirement purposes. Once the Superintendent signs this Agreement and provided the letter of resignation, the Agreement will become effective, enforceable, and irrevocable upon the expiration of seven (7) calendar days following the date of his signature. If the Superintendent decides to revoke this Agreement, he must deliver a written notice of revocation to the Office of the District Clerk, located at 40 Spring Street, Livonia, NY 14487, which must be received within seven (7) calendar days after he signs the Agreement and no later than 5:00 p.m. on the seventh day. 16. The Superintendent acknowledges that he has had the opportunity to consult with a representative or attorney of his choosing in all deliberations leading up to this Agreement, that he has personally read the Agreement, that he had all terms and conditions herein thoroughly explained, and now freely consents to enter this Agreement, such consent not having been induced by fraud, duress or any other undue influence. The Superintendent acknowledges that he has been advised by counsel as to the full meaning and consequences of his irrevocable submission to the Board of Education of the letter of resignation. 17. This Agreement constitutes