Whelen Engineering Amber Master Distributor Agreement Analyzed by Artificial Intelligence

Whelen Engineering Company, Inc. has entered into a comprehensive Release and Severance Agreement with one of its Vice Presidents, establishing mutually agreed-upon terms for the executive's departure. Under this agreement, the executive's separation will be formally recorded as a voluntary resignation, with the company agreeing to provide only basic employment verification - confirming dates of service, positions held, and resignation status - to any future prospective employers.

The financial terms of the separation include substantial severance compensation totaling $1.2 Million. This consists of $900,000 representing 24 months of base salary plus a prorated bonus, to be paid in weekly installments over two years, followed by a final lump sum payment of $300,000 at the conclusion of the 24-month period. These payments, which are subject to standard tax withholdings and W-2 reporting, commence only after a mandatory 7-day revocation period and remain contingent upon the executive's continued compliance with all agreement terms.

The agreement incorporates by reference a pre-existing Supplemental Benefits Agreement containing critical post-employment obligations. These include strict confidentiality provisions protecting company trade secrets, non-compete and non-solicitation restrictions, and intellectual property protections regarding inventions and patents. The company has also committed to maintaining long-term care insurance benefits under specified conditions. Any violation of these continuing obligations would result in forfeiture of remaining severance payments and potential legal action by the company.

In exchange for this compensation package, the executive provides a comprehensive release of all potential claims against Whelen Engineering. This sweeping waiver covers any employment-related claims, whether arising under federal statutes like Title VII or the ADEA, state laws such as the Connecticut Fair Employment Practices Act, or common law theories including wrongful discharge or defamation. Notably, while the agreement permits filing discrimination charges with government agencies, it expressly waives any right to monetary recovery through such proceedings. The release specifically excludes already-vested retirement benefits, which remain unaffected.

The agreement establishes mutual confidentiality obligations, prohibiting disclosure of its terms except to professional advisors or as legally required, along with reciprocal non-disparagement commitments from both parties. To ensure informed consent, the document provides the executive with a 21-day consideration period and a subsequent 7-day revocation window after signing. Connecticut law governs the agreement, without application of conflict-of-law principles.

Enforcement provisions include remedies for breach, allowing the company to terminate payments and potentially recover amounts already paid if the executive violates the agreement's terms. The executive further agrees to indemnify the company for legal costs incurred in enforcing the agreement. This carefully structured arrangement provides the departing executive with significant financial security while protecting Whelen Engineering's legitimate business interests through enforceable post-employment restrictions and comprehensive liability protections. The terms reflect a balanced resolution negotiated between sophisticated parties with access to legal counsel.