07-A City Manager Employment Agreement

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Severance Amount). On or before the Severance Effective Date, the Manager may by written notice to the City direct that the Severance Amount be paid and payable in a manner directed by the Manager, provided that the total Severance Amount must be paid and payable on or before the first anniversary of the Severance Effective Date and there shall be no limitations on the City making deductions and withholdings required by law. The Manager shall inform the City whether the Severance Amount should be paid in lump sum, along with the appropriate IRS 1099 filing, or bi-weekly in the same manner he was paid while serving as Manager, subject to W-2 reporting and normal deductions and withholding. The "Severance Amount" shall include: (a) an amount equal to the value of nine (9) months of the Manager's then current salary to serve as the primary basis for the Manager's severance pay, plus (b) the value of any accrued but unused vacation, sick or attendance day leave up to the maximum accrual rates set forth in the City's Personnel Policies & Procedures Manual, as amended. Conditioned upon the City fulfilling its obligations to pay the Severance Amount, upon a Unilateral Severance, the Manager waives and releases the Manager's right to continued employment with the City and hereby waives, releases and agrees to hold the City of Paris, its elected officials, officers, employees, insurers and agents harmless from and against any and all claims he may have now or acquire in the future related to the Unilateral Severance, termination of employment with the City, the severance package, or any other matter arising from or related to this Employment Agreement. The Manager further agrees to execute an Agreement to reflect the waiver and release stated above. The parties further waive and release the right to an arbitration hearing or trial on the issue of good cause. In the event of a Unilateral Severance, the parties agree not to make disparaging comments or statements about each other. The provisions of this Section 6.3 of the Agreement shall survive the termination, expiration or other end of this Agreement and/or the Manager's employment with the City. VII. General Provisions 7.1 Complete Agreement. This Agreement sets forth and establishes the entire understanding between the City and the Manager relating to the employment of the Manager by the City. Any prior discussions or representations by or between the parties are merged into and rendered null and void by this Agreement. The parties by mutual written signed agreement may amend any provision of this Agreement during the term of this Agreement; such amendments shall be incorporated and made a part of this Agreement. 7.2 Binding Effect. This Agreement shall be binding on the City and the Manager as well as their heirs, assigns, executors, personal representatives and successors in interest. 7.3 Savings Clause. If any term or provision of this Agreement, as applied to any party or to any circumstance, is declared by a court of competent jurisdiction hereof to be illegal, unenforceable or void in any situation and in any jurisdiction, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending provision in any other situation or in any other jurisdiction. The parties agree that the court or arbitrator making such determination shall have the power to reduce the scope, duration, area or applicability of the term or provision to delete specific words or phrases or to replace any illegal, unenforceable or void term or provision with a term or provision that is valid and unenforceable term or provision that is valid and enforceable and that Page 7 of 8