Common use of Certain Ownership Interests Clause in Contracts

Certain Ownership Interests. It shall not be deemed to be a violation of Section 8.1 for Employee to: (i) own, directly or indirectly, one percent (1%) or less of a publicly-traded entity; or (ii) own, directly or indirectly, less than five percent (5%) of a privately-held business or company, if Employee is at all times a passive investor with no board representation, management authority or other special rights to control operations of such business or company. Performance Bonus: Up to One Hundred Percent (100%) of Employee’s Base Salary Equity Compensation: Employee shall be eligible for equity compensation as approved by the Compensation Committee of the Board of Directors. 1. (“Employee”), for herself and her family, heirs, executors, administrators, legal representatives and their respective successors and assigns, in exchange for the consideration received pursuant to Section 5.[ ] of the Employment Agreement to which this release is attached as Exhibit C (the “Employment Agreement”), does hereby release and forever discharge (“Employer”), its subsidiaries, affiliated companies, successors and assigns, and its current or former directors, officers, employees, shareholders or agents in such capacities (collectively with Employer, the “Released Parties”) from any and all actions, causes of action, suits, controversies, claims and demands whatsoever, for or by reason of any matter, cause or thing whatsoever, whether known or unknown including, but not limited to, all claims under any applicable laws arising under or in connection with Employee’s employment or termination thereof, whether for discrimination, harassment, retaliation, tort, breach of express or implied employment contract, wrongful discharge, intentional infliction of emotional distress, or defamation or injuries incurred on the job or incurred as a result of loss of employment. Employee acknowledges that Employer encouraged her to consult with an attorney of her choosing, and through this General Release of Claims encourages Employee to consult with her attorney with respect to possible claims under the Age Discrimination in Employment Act (“ADEA”) and that she understands that the ADEA is a Federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefits and benefit plans. Without limiting the generality of the release provided above, Employee expressly waives any and all claims under ADEA that she may have as of the date hereof. Employee further understands that by signing this General Release of Claims she is in fact waiving, releasing and forever giving up any claim under the ADEA as well as all other laws within the scope of this paragraph 1 that may have existed on or prior to the date hereof. Notwithstanding anything in this paragraph 1 to the contrary, this General Release of Claims shall not apply to (i) any actions to enforce rights to receive any payments or benefits which may be due Employee pursuant to Section 5.[ ] of the Employment Agreement, or under any of Employer’s employee benefit plans, (ii) any rights or claims that may arise as a result of events occurring after the date this General Release of Claims is executed, (iii) any indemnification rights Employee may have as a former officer or director of Employer or its subsidiaries or affiliated companies, (iv) any claims for benefits under any directors’ and officers’ liability policy maintained by Employer or its subsidiaries or affiliated companies in accordance with the terms of such policy, and (v) any rights as a holder of equity securities of Employer. 2. Employee represents that she has not filed against the Released Parties any complaints, charges, or lawsuits arising out of her employment, or any other matter arising on or prior to the date of this General Release of Claims, and covenants and agrees that she will never individually or with any person file, or commence the filing of, any charges, lawsuits, complaints or proceedings with any governmental agency, or against the Released Parties with respect to any of the matters released by Employee pursuant to paragraph 1 hereof (a “Proceeding”). 3. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement or any other agreement between Employer and Employee shall prevent Employee from filing a charge, sharing information and communicating in good faith, without prior notice to the Company, with any federal government agency having jurisdiction over the Company or its operations, and cooperating in any investigation by any such federal government agency; However, to the maximum extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies. 4. Employee hereby acknowledges that Employer has informed her that she has up to twenty-one (21) days to sign this General Release of Claims and she may knowingly and voluntarily waive that twenty-one (21) day period by signing this General Release of Claims earlier. Employee also understands that she shall have seven (7) days following the date on which she signs this General Release of Claims within which to revoke it by providing a written notice of her revocation to Employer. 5. Employee acknowledges that this General Release of Claims will be governed by and construed and enforced in accordance with the internal laws of the State of Florida applicable to contracts made and to be performed entirely within such State. 6. Employee acknowledges that she has read this General Release of Claims, that she has been advised that she should consult with an attorney before she executes this general release of claims, and that she understands all of its terms and executes it voluntarily and with full knowledge of its significance and the consequences thereof. 7. This General Release of Claims shall take effect on the eighth day following Employee’s execution of this General Release of Claims unless Employee’s written revocation is delivered to Employer within seven (7) days after such execution.

Appears in 1 contract

Samples: Employment Agreement (Mednax, Inc.)

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Certain Ownership Interests. It shall not be deemed to be a violation of Section 8.1 for Employee to: (i) own, directly or indirectly, one five percent (15%) or less of a publicly-traded entity; or (ii) own, directly or indirectly, any other company or entity the ownership interests of which are held through a mutual fund or other fund in which Employee has invested without specific direction of the deployment of the investable funds; or (iii) own, directly or indirectly, less than five percent (5%) of a privately-held business or company, if Employee is at all times a passive investor with no board representation, management authority or other special rights to control operations of such business or company. Performance Bonus: Up to One Hundred Percent (100%) of Employee’s Base Salary Equity Compensation: Employee shall be eligible for equity compensation as approved by the Compensation Committee of the Board of Directors.EXHIBIT B FORM OF RELEASE GENERAL RELEASE OF CLAIMS 1. (“Employee”), for herself himself and her his family, heirs, executors, administrators, legal representatives and their respective successors and assigns, in exchange for the consideration received pursuant to Section 5.[ ] 5 of the Employment Agreement to which this release is attached as Exhibit C B (the “Employment Agreement”), does hereby release and forever discharge Mednax Services, Inc. (“Employer”), its subsidiaries, affiliated companies, successors and assigns, and its current or former directors, officers, employees, shareholders or agents in such capacities (collectively with Employer, the “Released Parties”) from any and all actions, causes of action, suits, controversies, claims and demands whatsoever, for or by reason of any matter, cause or thing whatsoever, whether known or unknown including, but not limited to, all claims under any applicable laws arising under or in connection with Employee’s employment or termination thereof, whether for discrimination, harassment, retaliation, tort, breach of express or implied employment contract, wrongful discharge, intentional infliction of emotional distress, or defamation or injuries incurred on the job or incurred as a result of loss of employment. Employee acknowledges that Employer encouraged her him to consult with an attorney of her his choosing, and through this General Release of Claims encourages Employee him to consult with her his attorney with respect to possible claims under the Age Discrimination in Employment Act (“ADEA”) and that she he understands that the ADEA is a Federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefits and benefit plans. Without limiting the generality of the release provided above, Employee expressly waives any and all claims under ADEA that she he may have as of the date hereof. Employee further understands that by signing this General Release of Claims she he is in fact waiving, releasing and forever giving up any claim under the ADEA as well as all other laws within the scope of this paragraph 1 that may have existed on or prior to the date hereof. Notwithstanding anything in this paragraph 1 to the contrary, this General Release of Claims shall not apply to (i) any actions to enforce rights to receive any payments or benefits which may be due Employee pursuant to Section 5.[ ] 5 of the Employment Agreement, or under any of Employer’s employee benefit plans, (ii) any rights or claims that may arise as a result of events occurring after the date this General Release of Claims is executed, (iii) any indemnification rights Employee may have as a former officer or director of Employer or its subsidiaries or affiliated companies, (iv) any claims for benefits under any directors’ and officers’ liability policy maintained by Employer or its subsidiaries or affiliated companies in accordance with the terms of such policy, and (v) any rights as a holder of equity securities of Employer. 2. Employee represents that she he has not filed against the Released Parties any complaints, charges, or lawsuits arising out of her his employment, or any other matter arising on or prior to the date of this General Release of Claims, and covenants and agrees that she he will never individually or with any person file, or commence the filing of, any charges, lawsuits, complaints or proceedings with any governmental agency, or against the Released Parties with respect to any of the matters released by Employee pursuant to paragraph 1 hereof (a “Proceeding”). 3. Notwithstanding anything in this Agreement to the contrary; provided, nothing in this Agreement or any other agreement between Employer and Employee shall prevent Employee from filing a charge, sharing information and communicating in good faith, without prior notice to the Company, with any federal government agency having jurisdiction over the Company or its operations, and cooperating in any investigation by any such federal government agency; However, to the maximum extent permitted by law, Employee agrees that if such an administrative claim is madehowever, Employee shall not be entitled have relinquished his right to recover any individual monetary relief or other individual remediescommence a Proceeding to challenge whether Employee knowingly and voluntarily waived his rights under ADEA. 43. Employee hereby acknowledges that Employer has informed her him that she he has up to twenty-one (21) days to sign this General Release of Claims and she he may knowingly and voluntarily waive that twenty-one (21) day period by signing this General Release of Claims earlier. Employee also understands that she he shall have seven (7) days following the date on which she he signs this General Release of Claims within which to revoke it by providing a written notice of her his revocation to Employer. 54. Employee acknowledges that this General Release of Claims will be governed by and construed and enforced in accordance with the internal laws of the State of Florida Delaware applicable to contracts made and to be performed entirely within such State. 65. Employee acknowledges that she he has read this General Release of Claims, that she he has been advised that she he should consult with an attorney before she he executes this general release of claims, and that she he understands all of its terms and executes it voluntarily and with full knowledge of its significance and the consequences thereof. 76. This General Release of Claims shall take effect on the eighth day following Employee’s execution of this General Release of Claims unless Employee’s written revocation is delivered to Employer within seven (7) days after such execution.

Appears in 1 contract

Samples: Employment Agreement

Certain Ownership Interests. It shall not be deemed to be a violation of Section 8.1 for Employee to: (i) own, directly or indirectly, one percent (1%) or less of a publicly-traded entityentity that has a market capitalization of $1 billion or more; or (ii) own, directly or indirectly, less than five percent (5%) or less of a publicly-traded entity that has a market capitalization of less than $1 billion; or (iii) own, directly or indirectly, less than ten percent (10%) of a privately-held business or company, if Employee is at all times a passive investor with no board representation, management authority or other special rights to control operations of such business or company. Performance Bonus: Up to One Hundred Percent (100%) 50% of Employee’s Base Salary Salary. Equity Compensation: Employee shall be eligible for equity compensation as approved by the Compensation Committee of the Board of Directors.Directors of MEDNAX, Inc. 1. (“Employee”), for herself himself and her his family, heirs, executors, administrators, legal representatives and their respective successors and assigns, in exchange for the consideration received pursuant to Section 5.[ ] of the Employment Agreement to which this release is attached as Exhibit C (the “Employment Agreement”), does hereby release and forever discharge _____________________ (“Employer”), its subsidiaries, affiliated companies, successors and assigns, and its current or former directors, officers, employees, shareholders or agents in such capacities (collectively with Employer, the “Released Parties”) from any and all actions, causes of action, suits, controversies, claims and demands whatsoever, for or by reason of any matter, cause or thing whatsoever, whether known or unknown including, but not limited to, all claims under any applicable laws arising under or in connection with Employee’s employment or termination thereof, whether for discrimination, harassment, retaliation, tort, breach of express or implied employment contract, wrongful discharge, intentional infliction of emotional distress, or defamation or injuries incurred on the job or incurred as a result of loss of employment. Employee acknowledges that Employer encouraged her him to consult with an attorney of her his choosing, and through this General Release of Claims encourages Employee to consult with her his attorney with respect to possible claims under the Age Discrimination in Employment Act (“ADEA”) and that she he understands that the ADEA is a Federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefits and benefit plans. Without limiting the generality of the release provided above, Employee expressly waives any and all claims under ADEA that she he may have as of the date hereof. Employee further understands that by signing this General Release of Claims she he is in fact waiving, releasing and forever giving up any claim under the ADEA as well as all other laws within the scope of this paragraph 1 that may have existed on or prior to the date hereof. Notwithstanding anything in this paragraph 1 to the contrary, this General Release of Claims shall not apply to (i) any actions to enforce rights to receive any payments or benefits which may be due Employee pursuant to Section 5.[ ] of the Employment Agreement, or under any of Employer’s employee benefit plans, (ii) any rights or claims that may arise as a result of events occurring after the date this General Release of Claims is executed, (iii) any indemnification rights Employee may have as a former officer or director of Employer or its subsidiaries or affiliated companies, (iv) any claims for benefits under any directors’ and officers’ liability policy maintained by Employer or its subsidiaries or affiliated companies in accordance with the terms of such policy, and (v) any rights as a holder of equity securities of Employer. 2. Employee represents that she he has not filed against the Released Parties any complaints, charges, or lawsuits arising out of her his employment, or any other matter arising on or prior to the date of this General Release of Claims, and covenants and agrees that she he will never individually or with any person file, or commence the filing of, any charges, lawsuits, complaints or proceedings with any governmental agency, or against the Released Parties with respect to any of the matters released by Employee pursuant to paragraph 1 hereof (a “Proceeding”). 3. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement or any other agreement between Employer and Employee shall prevent Employee from filing a charge, sharing information and communicating in good faith, without prior notice to the Company, with any federal government agency having jurisdiction over the Company or its operations, and cooperating in any investigation by any such federal government agency; However, to the maximum extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies. 4. Employee hereby acknowledges that Employer has informed her him that she he has up to twenty-one (21) days to sign this General Release of Claims and she he may knowingly and voluntarily waive that twenty-one (21) day period by signing this General Release of Claims earlier. Employee also understands that she he shall have seven (7) days following the date on which she he signs this General Release of Claims within which to revoke it by providing a written notice of her his revocation to Employer. 5. Employee acknowledges that this General Release of Claims will be governed by and construed and enforced in accordance with the internal laws of the State of Florida applicable to contracts made and to be performed entirely within such State. 6. Employee acknowledges that she he has read this General Release of Claims, that she he has been advised that she he should consult with an attorney before she he executes this general release of claims, and that she he understands all of its terms and executes it voluntarily and with full knowledge of its significance and the consequences thereof. 7. This General Release of Claims shall take effect on the eighth day following Employee’s execution of this General Release of Claims unless Employee’s written revocation is delivered to Employer within seven (7) days after such execution.

Appears in 1 contract

Samples: Employment Agreement (Mednax, Inc.)

Certain Ownership Interests. It shall not be deemed to be a violation of Section 8.1 for Employee to: (i) own, directly or indirectly, one percent (1%) or less of a publicly-traded entity; or (ii) own, directly or indirectly, less than five percent (5%) of a privately-held business or company, if Employee is at all times a passive investor with no board representation, management authority or other special rights to control operations of such business or company. Performance Bonus: Up to One Hundred Percent (100%) of Employee’s Base Salary Equity Compensation: Employee shall be eligible for equity compensation as approved by the Compensation Committee of the Board of Directors. 1. (“Employee”), for herself himself and her his family, heirs, executors, administrators, legal representatives and their respective successors and assigns, in exchange for the consideration received pursuant to Section 5.[ ] of the Employment Agreement to which this release is attached as Exhibit C (the “Employment Agreement”), does hereby release and forever discharge (“Employer”), its subsidiaries, affiliated companies, successors and assigns, and its current or former directors, officers, employees, shareholders or agents in such capacities (collectively with Employer, the “Released Parties”) from any and all actions, causes of action, suits, controversies, claims and demands whatsoever, for or by reason of any matter, cause or thing whatsoever, whether known or unknown including, but not limited to, all claims under any applicable laws arising under or in connection with Employee’s employment or termination thereof, whether for discrimination, harassment, retaliation, tort, breach of express or implied employment contract, wrongful discharge, intentional infliction of emotional distress, or defamation or injuries incurred on the job or incurred as a result of loss of employment. Employee acknowledges that Employer encouraged her him to consult with an attorney of her his choosing, and through this General Release of Claims encourages Employee to consult with her his attorney with respect to possible claims under the Age Discrimination in Employment Act (“ADEA”) and that she he understands that the ADEA is a Federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefits and benefit plans. Without limiting the generality of the release provided above, Employee expressly waives any and all claims under ADEA that she he may have as of the date hereof. Employee further understands that by signing this General Release of Claims she he is in fact waiving, releasing and forever giving up any claim under the ADEA as well as all other laws within the scope of this paragraph 1 that may have existed on or prior to the date hereof. Notwithstanding anything in this paragraph 1 to the contrary, this General Release of Claims shall not apply to (i) any actions to enforce rights to receive any payments or benefits which may be due Employee pursuant to Section 5.[ ] of the Employment Agreement, or under any of Employer’s employee benefit plans, (ii) any rights or claims that may arise as a result of events occurring after the date this General Release of Claims is executed, (iii) any indemnification rights Employee may have as a former officer or director of Employer or its subsidiaries or affiliated companies, (iv) any claims for benefits under any directors’ and officers’ liability policy maintained by Employer or its subsidiaries or affiliated companies in accordance with the terms of such policy, and (v) any rights as a holder of equity securities of Employer. 2. Employee represents that she he has not filed against the Released Parties any complaints, charges, or lawsuits arising out of her his employment, or any other matter arising on or prior to the date of this General Release of Claims, and covenants and agrees that she he will never individually or with any person file, or commence the filing of, any charges, lawsuits, complaints or proceedings with any governmental agency, or against the Released Parties with respect to any of the matters released by Employee pursuant to paragraph 1 hereof (a “Proceeding”). 3. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement or any other agreement between Employer and Employee shall prevent Employee from filing a charge, sharing information and communicating in good faith, without prior notice to the Company, with any federal government agency having jurisdiction over the Company or its operations, and cooperating in any investigation by any such federal government agency; However, to the maximum extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies. 4. Employee hereby acknowledges that Employer has informed her him that she he has up to twenty-one (21) days to sign this General Release of Claims and she he may knowingly and voluntarily waive that twenty-one (21) day period by signing this General Release of Claims earlier. Employee also understands that she he shall have seven (7) days following the date on which she he signs this General Release of Claims within which to revoke it by providing a written notice of her his revocation to Employer. 5. Employee acknowledges that this General Release of Claims will be governed by and construed and enforced in accordance with the internal laws of the State of Florida applicable to contracts made and to be performed entirely within such State. 6. Employee acknowledges that she he has read this General Release of Claims, that she he has been advised that she he should consult with an attorney before she he executes this general release of claims, and that she he understands all of its terms and executes it voluntarily and with full knowledge of its significance and the consequences thereof. 7. This General Release of Claims shall take effect on the eighth day following Employee’s execution of this General Release of Claims unless Employee’s written revocation is delivered to Employer within seven (7) days after such execution.

Appears in 1 contract

Samples: Employment Agreement (Mednax, Inc.)

Certain Ownership Interests. It shall not be deemed to be a violation of Section 8.1 for Employee to: (i) own, directly or indirectly, one percent (1%) or less of a publicly-traded entitypublicly‑traded entity that has a market capitalization of $1 billion or more; or (ii) own, directly or indirectly, less than five percent (5%) or less of a privately-held publicly‑traded entity that has a market capitalization of less than $1 billion; or (iii) own, directly or indirectly, less than ten percent (10%) of a privately‑held business or company, if Employee is at all times a passive investor with no board representation, management authority or other special rights to control operations of such business or company. Performance Bonus: Up to One Hundred Percent (100%) of Employee’s Base Salary Equity Compensation: Employee shall be eligible for equity compensation as approved by the Compensation Committee of the Board of Directors. 1. Xxxxxxxx Xxxxx (“Employee”), for himself or herself and his or her family, heirs, executors, administrators, legal representatives and their respective successors and assigns, in exchange for the consideration received pursuant to Section 54.[ [●] of the that certain Third Amended and Restated Employment Agreement Agreement, dated as of September 30, 2024, by and between Employee and Employer, to which this release is attached as Exhibit C B (the “Employment Agreement”), does hereby release and forever discharge PMG Services, Inc. (“Employer”), its subsidiaries, affiliated companies, successors and assigns, and its current or former directors, officers, employees, shareholders or agents in such capacities (collectively with Employer, the “Released Parties”) from any and all actions, causes of action, suits, controversies, claims and demands whatsoever, for or by reason of any matter, cause or thing whatsoever, whether known or unknown including, but not limited to, all claims under any applicable laws arising under or in connection with Employee’s employment or termination thereof, whether for discrimination, harassment, retaliation, tort, breach of express or implied employment contract, wrongful discharge, intentional infliction of emotional distress, or defamation or injuries incurred on the job or incurred as a result of loss of employment. Employee acknowledges that Employer encouraged her Employee to consult with an attorney of her Employee’s choosing, and through this General Release of Claims encourages Employee to consult with her Employee’s attorney with respect to possible claims under the Age Discrimination in Employment Act (“ADEA”) and that she Employee understands that the ADEA is a Federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefits and benefit plans. Without limiting the generality of the release provided above, Employee expressly waives any and all claims under ADEA that she Employee may have as of the date hereof. Employee further understands that by signing this General Release of Claims she Employee is in fact waiving, releasing and forever giving up any claim under the ADEA as well as all other laws within the scope of this paragraph 1 that may have existed on or prior to the date hereof. Notwithstanding anything in this paragraph 1 to the contrary, this General Release of Claims shall not apply to (i) any actions to enforce rights to receive any payments or benefits which may be due Employee pursuant to Section 54.[ [●] of the Employment Agreement, or under any of Employer’s employee benefit plans, (ii) any rights or claims that may arise as a result of events occurring after the date this General Release of Claims is executed, (iii) any indemnification rights Employee may have as a former officer or director of Employer or its subsidiaries or affiliated companies, (iv) any claims for benefits under any directors’ and officers’ liability policy maintained by Employer or its subsidiaries or affiliated companies in accordance with the terms of such policy, and (v) any rights as a holder of equity securities of Employer, (vi) any claims that cannot be waived as a matter of law, (vii) any claims Employee may have to government‑sponsored and administered benefits such as unemployment insurance, workers’ compensation insurance (excluding claims for retaliation under workers’ compensation laws), state disability insurance, and paid family leave benefits, and (viii) any benefits that vested on or prior to the termination date pursuant to a written benefit plan sponsored by Employer and governed by the Employee Retirement Income Security Act of 1974, as amended. 2. Employee represents that she Employee has not filed against the Released Parties any complaints, charges, or lawsuits arising out of her Employee’s employment, or any other matter arising on or prior to the date of this General Release of Claims, and covenants and agrees that she Employee will never individually or with any person file, or commence the filing of, any charges, lawsuits, complaints or proceedings with any governmental agency, or against the Released Parties with respect to any of the matters released by Employee pursuant to paragraph 1 hereof (a “Proceeding”), provided, however, Employee retains the right to commence a Proceeding to challenge whether Employee knowingly and voluntarily waived Employee’s rights under ADEA. 3. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement or any other agreement between Employer and Employee shall prevent Employee from filing a charge, sharing information and communicating in good faith, without prior notice to the CompanyEmployer, with any federal government agency having jurisdiction over the Company Employer or its operations, and cooperating in any investigation by any such federal government agency; Howeverhowever, to the maximum extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies, provided that, for purposes of clarity, this limitation on monetary recovery does not apply to whistleblower proceedings before the United States Securities and Exchange Commission. 4. Employee hereby acknowledges that Employer has informed her Employee that she Employee has up to twenty-one twenty‑one (21) days to sign this General Release of Claims and she Employee may knowingly and voluntarily waive that twenty-one twenty‑one (21) day period by signing this General Release of Claims earlier. Employee also understands that she Employee shall have seven (7) days following the date on which she Employee signs this General Release of Claims within which to revoke it by providing a written notice of her Employee’s revocation to Employer. 5. Employee acknowledges that this General Release of Claims will be governed by and construed and enforced in accordance with the internal laws of the State of Florida applicable to contracts made and to be performed entirely within such State. 6. Employee acknowledges that she Employee has read this General Release of Claims, that she Employee has been advised that she Employee should consult with an attorney before she Employee executes this general release of claims, and that she Employee understands all of its terms and executes it voluntarily and with full knowledge of its significance and the consequences thereof. 7. This General Release of Claims shall take effect on the eighth day following Employee’s execution of this General Release of Claims unless Employee’s written revocation is delivered to Employer within seven (7) days after such execution.

Appears in 1 contract

Samples: Employment Agreement (Pediatrix Medical Group, Inc.)

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Certain Ownership Interests. It shall not be deemed to be a violation of Section 8.1 for Employee to: (i) own, directly or indirectly, one five percent (15%) or less of a publicly-traded entity; or (ii) own, directly or indirectly, any other company or entity the ownership interests of which are held through a mutual fund or other fund in which Employee has invested without specific direction of the deployment of the investable funds; or (iii) own, directly or indirectly, less than five percent (5%) of a privately-held business or company, if Employee is at all times a passive investor with no board representation, management authority or other special rights to control operations of such business or company. Performance Bonus: Up to One Hundred Percent (100%) of Employee’s Base Salary Equity Compensation: Employee shall be eligible for equity compensation as approved by the Compensation Committee of the Board of Directors. 1. (“Employee”), for herself himself and her his family, heirs, executors, administrators, legal representatives and their respective successors and assigns, in exchange for the consideration received pursuant to Section 5.[ ] 5 of the Employment Agreement to which this release is attached as Exhibit C B (the “Employment Agreement”), does hereby release and forever discharge Mednax Services, Inc. (“Employer”), its subsidiaries, affiliated companies, successors and assigns, and its current or former directors, officers, employees, shareholders or agents in such capacities (collectively with Employer, the “Released Parties”) from any and all actions, causes of action, suits, controversies, claims and demands whatsoever, for or by reason of any matter, cause or thing whatsoever, whether known or unknown including, but not limited to, all claims under any applicable laws arising under or in connection with Employee’s employment or termination thereof, whether for discrimination, harassment, retaliation, tort, breach of express or implied employment contract, wrongful discharge, intentional infliction of emotional distress, or defamation or injuries incurred on the job or incurred as a result of loss of employment. Employee acknowledges that Employer encouraged her him to consult with an attorney of her his choosing, and through this General Release of Claims encourages Employee him to consult with her his attorney with respect to possible claims under the Age Discrimination in Employment Act (“ADEA”) and that she he understands that the ADEA is a Federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefits and benefit plans. Without limiting the generality of the release provided above, Employee expressly waives any and all claims under ADEA that she he may have as of the date hereof. Employee further understands that by signing this General Release of Claims she he is in fact waiving, releasing and forever giving up any claim under the ADEA as well as all other laws within the scope of this paragraph 1 that may have existed on or prior to the date hereof. Notwithstanding anything in this paragraph 1 to the contrary, this General Release of Claims shall not apply to (i) any actions to enforce rights to receive any payments or benefits which may be due Employee pursuant to Section 5.[ ] 5 of the Employment Agreement, or under any of Employer’s employee benefit plans, (ii) any rights or claims that may arise as a result of events occurring after the date this General Release of Claims is executed, (iii) any indemnification rights Employee may have as a former officer or director of Employer or its subsidiaries or affiliated companies, (iv) any claims for benefits under any directors’ and officers’ liability policy maintained by Employer or its subsidiaries or affiliated companies in accordance with the terms of such policy, and (v) any rights as a holder of equity securities of Employer. 2. Employee represents that she he has not filed against the Released Parties any complaints, charges, or lawsuits arising out of her his employment, or any other matter arising on or prior to the date of this General Release of Claims, and covenants and agrees that she he will never individually or with any person file, or commence the filing of, any charges, lawsuits, complaints or proceedings with any governmental agency, or against the Released Parties with respect to any of the matters released by Employee pursuant to paragraph 1 hereof (a “Proceeding”). 3. Notwithstanding anything in this Agreement to the contrary; provided, nothing in this Agreement or any other agreement between Employer and Employee shall prevent Employee from filing a charge, sharing information and communicating in good faith, without prior notice to the Company, with any federal government agency having jurisdiction over the Company or its operations, and cooperating in any investigation by any such federal government agency; However, to the maximum extent permitted by law, Employee agrees that if such an administrative claim is madehowever, Employee shall not be entitled have relinquished his right to recover any individual monetary relief or other individual remediescommence a Proceeding to challenge whether Employee knowingly and voluntarily waived his rights under ADEA. 43. Employee hereby acknowledges that Employer has informed her him that she he has up to twenty-one (21) days to sign this General Release of Claims and she he may knowingly and voluntarily waive that twenty-one (21) day period by signing this General Release of Claims earlier. Employee also understands that she he shall have seven (7) days following the date on which she he signs this General Release of Claims within which to revoke it by providing a written notice of her his revocation to Employer. 54. Employee acknowledges that this General Release of Claims will be governed by and construed and enforced in accordance with the internal laws of the State of Florida Delaware applicable to contracts made and to be performed entirely within such State. 65. Employee acknowledges that she he has read this General Release of Claims, that she he has been advised that she he should consult with an attorney before she he executes this general release of claims, and that she he understands all of its terms and executes it voluntarily and with full knowledge of its significance and the consequences thereof. 76. This General Release of Claims shall take effect on the eighth day following Employee’s execution of this General Release of Claims unless Employee’s written revocation is delivered to Employer within seven (7) days after such execution.

Appears in 1 contract

Samples: Employment Agreement (Mednax, Inc.)

Certain Ownership Interests. It shall not be deemed to be a violation of Section 8.1 for Employee to: (i) own, directly or indirectly, one percent (1%) or less of a publicly-traded entityentity that has a market capitalization of $1 billion or more; or (ii) own, directly or indirectly, less than five percent (5%) or less of a publicly-traded entity that has a market capitalization of less than $1 billion; or (iii) own, directly or indirectly, less than ten percent (10%) of a privately-held business or company, if Employee is at all times a passive investor with no board representation, management authority or other special rights to control operations of such business or company. Performance Bonus: Up to One Hundred Percent (100%) of Employee’s Base Salary Equity Compensation: Employee shall be eligible for equity compensation as approved by the Compensation Committee of the Board of Directors. 1. Xxxxxxx X. Xxxxxxxx (“Employee”), for himself or herself and his or her family, heirs, executors, administrators, legal representatives and their respective successors and assigns, in exchange for the consideration received pursuant to Section 54.[ [●] of the that certain Employment Agreement Agreement, dated as of September 27, 2020, by and between Employee and Employer, to which this release is attached as Exhibit C B (the “Employment Agreement”), does hereby release and forever discharge MEDNAX Services, Inc. (“Employer”), its subsidiaries, affiliated companies, successors and assigns, and its current or former directors, officers, employees, shareholders or agents in such capacities (collectively with Employer, the “Released Parties”) from any and all actions, causes of action, suits, controversies, claims and demands whatsoever, for or by reason of any matter, cause or thing whatsoever, whether known or unknown including, but not limited to, all claims under any applicable laws arising under or in connection with Employee’s employment or termination thereof, whether for discrimination, harassment, retaliation, tort, breach of express or implied employment contract, wrongful discharge, intentional infliction of emotional distress, or defamation or injuries incurred on the job or incurred as a result of loss of employment. Employee acknowledges that Employer encouraged her Employee to consult with an attorney of her Employee’s choosing, and through this General Release of Claims encourages Employee to consult with her Employee’s attorney with respect to possible claims under the Age Discrimination in Employment Act (“ADEA”) and that she Employee understands that the ADEA is a Federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefits and benefit plans. Without limiting the generality of the release provided above, Employee expressly waives any and all claims under ADEA that she Employee may have as of the date hereof. Employee further understands that by signing this General Release of Claims she Employee is in fact waiving, releasing and forever giving up any claim under the ADEA as well as all other laws within the scope of this paragraph 1 that may have existed on or prior to the date hereof. Notwithstanding anything in this paragraph 1 to the contrary, this General Release of Claims shall not apply to (i) any actions to enforce rights to receive any payments or benefits which may be due Employee pursuant to Section 54.[ [●] of the Employment Agreement, or under any of Employer’s employee benefit plans, (ii) any rights or claims that may arise as a result of events occurring after the date this General Release of Claims is executed, (iii) any indemnification rights Employee may have as a former officer or director of Employer or its subsidiaries or affiliated companies, (iv) any claims for benefits under any directors’ and officers’ liability policy maintained by Employer or its subsidiaries or affiliated companies in accordance with the terms of such policy, and (v) any rights as a holder of equity securities of Employer, (vi) any claims that cannot be waived as a matter of law, (vii) any claims Employee may have to government-sponsored and administered benefits such as unemployment insurance, workers’ compensation insurance (excluding claims for retaliation under workers’ compensation laws), state disability insurance, and paid family leave benefits, and (viii) any benefits that vested on or prior to the termination date pursuant to a written benefit plan sponsored by Employer and governed by the federal law known as “ERISA”. 2. Employee represents that she Employee has not filed against the Released Parties any complaints, charges, or lawsuits arising out of her Employee’s employment, or any other matter arising on or prior to the date of this General Release of Claims, and covenants and agrees that she Employee will never individually or with any person file, or commence the filing of, any charges, lawsuits, complaints or proceedings with any governmental agency, or against the Released Parties with respect to any of the matters released by Employee pursuant to paragraph 1 hereof (a “Proceeding”), provided, however, Employee retains the right to commence a Proceeding to challenge whether Employee knowingly and voluntarily waived Employee’s rights under ADEA. 3. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement or any other agreement between Employer and Employee shall prevent Employee from filing a charge, sharing information and communicating in good faith, without prior notice to the CompanyEmployer, with any federal government agency having jurisdiction over the Company Employer or its operations, and cooperating in any investigation by any such federal government agency; Howeverhowever, to the maximum extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies, provided that, for purposes of clarity, this limitation on monetary recovery does not apply to whistleblower proceedings before the United States Securities and Exchange Commission. 4. Employee hereby acknowledges that Employer has informed her Employee that she Employee has up to twenty-one (21) days to sign this General Release of Claims and she Employee may knowingly and voluntarily waive that twenty-one (21) day period by signing this General Release of Claims earlier. Employee also understands that she Employee shall have seven (7) days following the date on which she Employee signs this General Release of Claims within which to revoke it by providing a written notice of her Employee’s revocation to Employer. 5. Employee acknowledges that this General Release of Claims will be governed by and construed and enforced in accordance with the internal laws of the State of Florida applicable to contracts made and to be performed entirely within such State. 6. Employee acknowledges that she Employee has read this General Release of Claims, that she Employee has been advised that she Employee should consult with an attorney before she Employee executes this general release of claims, and that she Employee understands all of its terms and executes it voluntarily and with full knowledge of its significance and the consequences thereof. 7. This General Release of Claims shall take effect on the eighth day following Employee’s execution of this General Release of Claims unless Employee’s written revocation is delivered to Employer within seven (7) days after such execution.

Appears in 1 contract

Samples: Employment Agreement (Mednax, Inc.)

Certain Ownership Interests. It shall not be deemed to be a violation of Section 8.1 for Employee to: (i) own, directly or indirectly, one percent (1%) or less of a publicly-traded entity; or (ii) own, directly or indirectly, less than five percent (5%) of a privately-held business or company, if Employee is at all times a passive investor with no board representation, management authority or other special rights to control operations of such business or company. Performance Bonus: Up to One Hundred Seventy-Five Percent (10075%) of Employee’s Base Salary Equity Compensation: Employee shall be eligible for equity compensation as approved by the Compensation Committee of the Board of Directors. 1. (“Employee”), for herself himself and her his family, heirs, executors, administrators, legal representatives and their respective successors and assigns, in exchange for the consideration received pursuant to Section 5.[ ] of the Employment Agreement to which this release is attached as Exhibit C (the “Employment Agreement”), does hereby release and forever discharge (“Employer”), its subsidiaries, affiliated companies, successors and assigns, and its current or former directors, officers, employees, shareholders or agents in such capacities (collectively with Employer, the “Released Parties”) from any and all actions, causes of action, suits, controversies, claims and demands whatsoever, for or by reason of any matter, cause or thing whatsoever, whether known or unknown including, but not limited to, all claims under any applicable laws arising under or in connection with Employee’s employment or termination thereof, whether for discrimination, harassment, retaliation, tort, breach of express or implied employment contract, wrongful discharge, intentional infliction of emotional distress, or defamation or injuries incurred on the job or incurred as a result of loss of employment. Employee acknowledges that Employer encouraged her him to consult with an attorney of her his choosing, and through this General Release of Claims encourages Employee to consult with her his attorney with respect to possible claims under the Age Discrimination in Employment Act (“ADEA”) and that she he understands that the ADEA is a Federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefits and benefit plans. Without limiting the generality of the release provided above, Employee expressly waives any and all claims under ADEA that she he may have as of the date hereof. Employee further understands that by signing this General Release of Claims she he is in fact waiving, releasing and forever giving up any claim under the ADEA as well as all other laws within the scope of this paragraph 1 that may have existed on or prior to the date hereof. Notwithstanding anything in this paragraph 1 to the contrary, this General Release of Claims shall not apply to (i) any actions to enforce rights to receive any payments or benefits which may be due Employee pursuant to Section 5.[ ] of the Employment Agreement, or under any of Employer’s employee benefit plans, (ii) any rights or claims that may arise as a result of events occurring after the date this General Release of Claims is executed, (iii) any indemnification rights Employee may have as a former officer or director of Employer or its subsidiaries or affiliated companies, (iv) any claims for benefits under any directors’ and officers’ liability policy maintained by Employer or its subsidiaries or affiliated companies in accordance with the terms of such policy, and (v) any rights as a holder of equity securities of Employer. 2. Employee represents that she he has not filed against the Released Parties any complaints, charges, or lawsuits arising out of her his employment, or any other matter arising on or prior to the date of this General Release of Claims, and covenants and agrees that she he will never individually or with any person file, or commence the filing of, any charges, lawsuits, complaints or proceedings with any governmental agency, or against the Released Parties with respect to any of the matters released by Employee pursuant to paragraph 1 hereof (a “Proceeding”). 3. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement or any other agreement between Employer and Employee shall prevent Employee from filing a charge, sharing information and communicating in good faith, without prior notice to the Company, with any federal government agency having jurisdiction over the Company or its operations, and cooperating in any investigation by any such federal government agency; However, to the maximum extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies. 4. Employee hereby acknowledges that Employer has informed her him that she he has up to twenty-one (21) days to sign this General Release of Claims and she he may knowingly and voluntarily waive that twenty-one (21) day period by signing this General Release of Claims earlier. Employee also understands that she he shall have seven (7) days following the date on which she he signs this General Release of Claims within which to revoke it by providing a written notice of her his revocation to Employer. 5. Employee acknowledges that this General Release of Claims will be governed by and construed and enforced in accordance with the internal laws of the State of Florida applicable to contracts made and to be performed entirely within such State. 6. Employee acknowledges that she he has read this General Release of Claims, that she he has been advised that she he should consult with an attorney before she he executes this general release of claims, and that she he understands all of its terms and executes it voluntarily and with full knowledge of its significance and the consequences thereof. 7. This General Release of Claims shall take effect on the eighth day following Employee’s execution of this General Release of Claims unless Employee’s written revocation is delivered to Employer within seven (7) days after such execution.

Appears in 1 contract

Samples: Employment Agreement (Mednax, Inc.)

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