Common use of Complete Release of Claims Clause in Contracts

Complete Release of Claims. (a) In exchange for the consideration received by Gobe herein, which consideration Gobe was not entitled to but for Gobe’s entry into this Agreement, Gobe hereby releases, discharges and forever acquits the Company, Parent, and their respective Affiliates (as defined below) and subsidiaries, and each of the foregoing entities’ respective past, present and future members, partners (including general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, benefit plans (and their fiduciaries, administrators and trustees), and the successors and assigns of the foregoing, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to Gobe’s ownership of any interest in any Company Party, Gobe’s employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Gobe executes this Agreement, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended; (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (J) any other local, state or federal law, regulation or ordinance; or (K) any public policy, contract, tort, or common law claim; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Gobe may have under any employment contract, severance plan, incentive compensation plan, or equity based plan with any Company Party (including any award agreement) or to any ownership interest in any Company Party, including the 2017 Plan, the 2020 Plan and the ProPetro Services, Inc. Second Amended and Restated Executive Severance Plan; and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Gobe is simply agreeing that, in exchange for any consideration received by him pursuant to Section 2, any and all potential claims of this nature that Gobe may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Released Claims do not include (I) any rights to indemnification, advancement of expenses incurred in connection with the same, or directors’ and officers’ liability insurance coverage that Gobe has under Delaware law, the charter, bylaws, other organizational documents and insurance policies of any Company Party or any agreement with any Company Party; and (II) any rights to enforce the terms of this Agreement, including those in Section 2(a) of this Agreement related to incentive compensation and equity. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Appears in 1 contract

Samples: Resignation Agreement (ProPetro Holding Corp.)

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Complete Release of Claims. (a) In exchange for For good and valuable consideration, including the consideration received by Gobe hereinset forth in Section 2 of the Transition Agreement (and any portion thereof), which consideration Gobe Executive was not entitled to but for GobeExecutive’s entry into this AgreementConfirming Release, Gobe Executive hereby releases, discharges and forever acquits the Company, Parent, Company and their respective its Affiliates (as defined below) and subsidiaries, and each of the foregoing entities’ respective past, present and future members, partners (including general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, benefit plans (and their fiduciaries, administrators and trustees), and the successors and assigns of the foregoing, in their personal and representative capacities (collectively, the “Confirming Release Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to GobeExecutive’s ownership of any interest in any Confirming Release Company Party, GobeExecutive’s employment with any Confirming Release Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Gobe Executive executes this Agreement, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended; (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (J) any other local, state or federal law, regulation or ordinance; or (K) any public policy, contract, tort, or common law claim; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Gobe Executive may have under any employment contract, severance plan, incentive compensation plan, or equity equity-based plan with any Confirming Release Company Party (including any award agreement) or to any ownership interest in any Confirming Release Company Party, including the 2017 Plan, the 2020 Plan and the ProPetro Services, Inc. Second Amended and Restated Executive Severance Plan; and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement Confirming Release (collectively, the “Further Released Claims”). This Agreement Confirming Release is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Gobe Executive is simply agreeing that, in exchange for any consideration received by him pursuant to Section 22 of the Transition Agreement, any and all potential claims of this nature that Gobe Executive may have against the Confirming Release Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Further Released Claims do not include (I) any existing rights to indemnification, indemnification and advancement of expenses incurred in connection with the same, or directors’ and officers’ liability insurance coverage same that Gobe Executive has under Delaware law, the charter, bylaws, other organizational documents and insurance policies of any Company Party law or any agreement with any Company Party; and (II) any rights to enforce the terms of this Agreement, including those in Section 2(a) of this Agreement related to incentive compensation and equityCompany. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE CONFIRMING RELEASE COMPANY PARTIES. (b) Notwithstanding this release of liability, nothing in this Confirming Release prevents Executive from filing any non-legally waivable claim (including a challenge to the validity of this Confirming Release) with the EEOC or comparable state or local agency or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC or comparable state or local agency or cooperating in any such investigation or proceeding; however, Executive understands and agrees that Executive is waiving any and all rights to recover any monetary or personal relief or recovery from a Company Party as a result of such EEOC or comparable state or local agency or proceeding or subsequent legal actions. Further, nothing in this Confirming Release prohibits or restricts Executive from filing a charge or complaint with, or cooperating in any investigation with, a Government Agency. This Confirming Release does not limit Executive’s right to receive an award for information provided to a Government Agency. Further, in no event shall the Further Released Claims include (i) any claim which arises after the date that this Agreement is executed by Executive or (ii) any claim to vested benefits under an employee benefit plan. (c) Executive hereby represents and warrants that, as of the time Executive executes this Agreement, Executive has not brought or joined any lawsuit or filed any charge or claim against any of the Company Parties in any court or before any Government Agency or arbitrator for or with respect to a matter, claim, or incident that occurred or arose out of one or more occurrences that took place on or prior to the time at which Executive signs this Agreement. Executive warrants and represents that (i) he is the sole owner of each and every claim, cause of action, and right compromised, settled, released or assigned pursuant to Section 3 of this Agreement and has not previously assigned, sold, transferred, conveyed, or encumbered same; (ii) he has the full right, power, capacity, and authority to enter into and execute this Agreement; and (iii) he fully understands this Agreement releases any and all past claims regardless of whether he is now aware of such claims.

Appears in 1 contract

Samples: Transition Agreement (Cirrus Logic, Inc.)

Complete Release of Claims. (a) In exchange for For good and valuable consideration, including the consideration received by Gobe hereinset forth in Section 2 of the Separation Agreement (and any portion thereof), which consideration Gobe Xxxxxxx was not entitled to but for Gobe’s Xxxxxxx’x entry into this AgreementConfirming Release, Gobe Xxxxxxx hereby releases, discharges and forever acquits the Company, Parent, Company and their respective its Affiliates (as defined below) and subsidiaries, and each of the foregoing entities’ respective past, present and future members, partners (including general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, benefit plans (and their fiduciaries, administrators and trustees), and the successors and assigns of the foregoing, in their personal and representative capacities (collectively, the “Confirming Release Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to Gobe’s Xxxxxxx’x ownership of any interest in any Confirming Release Company Party, Gobe’s Xxxxxxx’x employment with any Confirming Release Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Gobe Xxxxxxx executes this Agreement, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amendedamended (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (J) any other local, state or federal law, regulation or ordinance; or (KJ) any public policy, contract, tort, or common law claim; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Gobe Xxxxxxx may have under any employment contract, severance plan, incentive compensation plan, or equity equity-based plan with any Confirming Release Company Party (including any award agreement) or to any ownership interest in any Confirming Release Company Party, including the 2017 Plan, the 2020 Plan and the ProPetro Services, Inc. Second Amended and Restated Executive Severance Plan; and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement Confirming Release (collectively, the “Further Released Claims”). This Agreement Confirming Release is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Gobe Xxxxxxx is simply agreeing that, in exchange for any consideration received by him pursuant to Section 22 of the Separation Agreement, any and all potential claims of this nature that Gobe Xxxxxxx may have against the Confirming Release Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Further Released Claims do not include (I) any existing rights to indemnification, indemnification and advancement of expenses incurred in connection with the same, or directors’ and officers’ liability insurance coverage same that Gobe Xxxxxxx has under Delaware law, the charter, bylaws, other organizational documents and insurance policies of any Company Party law or any agreement with any Company Party; and (II) any rights to enforce the terms of this Agreement, including those in Section 2(a) of this Agreement related to incentive compensation and equityCompany. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE CONFIRMING RELEASE COMPANY PARTIES. (b) Notwithstanding this release of liability, nothing in this Confirming Release prevents Xxxxxxx from filing any non-legally waivable claim (including a challenge to the validity of this Confirming Release) with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC or comparable state or local agency or cooperating in any such investigation or proceeding; however, Xxxxxxx understands and agrees that Xxxxxxx is waiving any and all rights to recover any monetary or personal relief or recovery from a Company Party as a result of such EEOC or comparable state or local agency or proceeding or subsequent legal actions. Further, nothing in this Confirming Release prohibits or restricts Xxxxxxx from filing a charge or complaint with, or cooperating in any investigation with, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other securities regulatory agency or authority (each, a “Government Agency”). This Confirming Release does not limit Xxxxxxx’x right to receive an award for information provided to a Government Agency. Further, in no event shall the Further Released Claims include (i) any claim which arises after the date that this Agreement is executed by Xxxxxxx or (ii) any claim to vested benefits under an employee benefit plan. (c) Xxxxxxx hereby represents and warrants that, as of the time Xxxxxxx executes this Agreement, Xxxxxxx has not brought or joined any lawsuit or filed any charge or claim against any of the Company Parties in any court or before any Government Agency or arbitrator for or with respect to a matter, claim, or incident that occurred or arose out of one or more occurrences that took place on or prior to the time at which Xxxxxxx signs this Agreement. Xxxxxxx warrants and represents that (i) he is the sole owner of each and every claim, cause of action, and right compromised, settled, released or assigned pursuant to Section 3 of this Agreement and has not previously assigned, sold, transferred, conveyed, or encumbered same; (ii) he has the full right, power, capacity, and authority to enter into and execute this Agreement; and (iii) he fully understands this Agreement releases any and all past claims regardless of whether he is now aware of such claims.

Appears in 1 contract

Samples: Separation Agreement (ProPetro Holding Corp.)

Complete Release of Claims. (a) In exchange for For good and valuable consideration, including the consideration received by Gobe hereinset forth in Section 2 of the Separation Agreement (and any portion thereof), which consideration Gobe was not entitled to but for Gobe’s entry into this Agreement, Gobe hereby releases, Employee forever releases and discharges the Company and forever acquits the Company, Parenteach other Company Party from, and their respective Affiliates (as defined below) and subsidiaries, and each of the foregoing entities’ respective past, present and future members, partners (including general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, benefit plans (and their fiduciaries, administrators and trustees), and the successors and assigns of the foregoing, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and hereby Employee waives, any and all claims, demands, liabilities, and causes of action, whether statutory or at common law, including any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, and all claims or causes of action of any kind related to Gobe’s ownership of any interest in any Company Party, Gobe’s employment with any Company Party, the termination of such employment, and any other acts or omissions related relating to any matter occurring that actually or allegedly occurred, whether known or unknown, on or prior to the date that Gobe executes Employee signs this AgreementConfirming Release, including including, (i) any alleged violation through such date of: (A) any federalthe Family and Medical Leave Act of 1993, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including as amended; (B) Title VII of the Civil Rights Act of 1964, as amended, ; (C) the Civil Rights Act of 1991, ; (D) Sections 1981 through 1988 of Title 42 of the United States Code, as amended and amended; (E) ERISA; (F) the Immigration Reform Control Act, as amended; (G) the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended; (C) the Immigration Reform Control Act, as amended; (DH) the National Labor Relations Act, as amended; (EI) the Occupational Safety and Health Act, as amended; (FJ) the Family and Medical Leave Genetic Information Nondiscrimination Act of 19932008; (GK) the Fair Labor Standards Act of 1938, as amended; (L) the Age Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefits Protection Act); (M) the Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (N) any local, state, or federal anti-discrimination or anti-retaliation law; (O) any other local, state, or federal law, regulation, or ordinance including the laws of the State of Texas and the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); and (H) any federal, state or local wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (JP) any other locallocal or state law, regulation, or ordinance in a state or federal law, regulation jurisdiction where Employee worked on behalf of the Company or ordinanceany of the other Company Parties; or (Kii) any claim for any alleged violation of any public policy, contract, tort, or common law claimlaw, including any claim for defamation, slander, libel, negligence, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of the covenant or implied duty of good faith and fair dealing, breach of implied or express contract, interference with contractual relations or prospective business advantage, invasion of privacy, breach of fiduciary duty or wrongful discharge; (iiiii) any allegation for costs, fees, or other expenses expenses, including attorneys’ fees incurred in or with respect fees, related to a any Confirming Released Claim; (iiiiv) any and all rights, benefits or claims Gobe Employee may have arising under or as the result of any alleged breach of any contract (including the Employment Agreement and any other offer letter, employment contract, severance plan, or incentive or equity-based compensation plan, plan or equity based plan with any Company Party (including any award agreement) or to any ownership interest in any Company Party, including the 2017 Plan, the 2020 Plan and any Equity Award) with the ProPetro Services, Inc. Second Amended and Restated Executive Severance PlanCompany or any other Company Party; and (ivv) any claim for compensation or benefits of any kind not expressly set forth in the Separation Agreement or this Agreement Confirming Release; and (vi) any and all claims arising from, or US 9340655 relating to, the Plan or any Equity Award, or Employee’s status as a holder of performance share units or shares of restricted stock, or otherwise arising (whether directly or derivately) as the result of Employee being a holder of any shares, equity or interest in any Company Party (collectively, the “Confirming Released Claims”). This Agreement Confirming Release is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Gobe Employee is simply agreeing that, in exchange for any consideration received by him Employee pursuant to Section 22 of the Separation Agreement (and any portion thereof), any and all potential claims of this nature that Gobe Employee may have against the Company or the other Company Parties, regardless of whether they actually exist, are expressly settled, compromised compromised, and waived. Notwithstanding the foregoing, the Released Claims do not include (I) any rights to indemnification, advancement of expenses incurred in connection with the same, or directors’ and officers’ liability insurance coverage that Gobe has under Delaware law, the charter, bylaws, other organizational documents and insurance policies of any Company Party or any agreement with any Company Party; and (II) any rights to enforce the terms of this Agreement, including those in Section 2(a) of this Agreement related to incentive compensation and equity. THIS CONFIRMING RELEASE INCLUDES MATTERS KNOWN OR UNKNOWN AND ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY OR COMPANY PARTIES. (b) Notwithstanding this release of liability, nothing in this Confirming Release prevents Employee from filing any non-legally waivable claim, including a challenge to the validity of this Confirming Release, with the Equal Employment Opportunity Commission (“EEOC”), Securities and Exchange Commission, or other Governmental Authority, or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC, Securities and Exchange Commission, or other Governmental Authority; however, Employee understands and agrees that Employee is waiving any and all rights to recover any monetary or personal relief or recovery from any Company Party or as a result of such EEOC, Securities and Exchange Commission, or other Governmental Authority proceeding or subsequent legal actions. Further, in no event shall the Confirming Released Claims include (i) any claim that first arises after the date Employee signs this Confirming Release, including any claim to enforce Employee’s rights under Section 2 of the Separation Agreement; (ii) any claim to any vested benefits under ERISA that cannot be released pursuant to ERISA; (iii) any rights to severance pay or benefits pursuant to the terms of the Separation Agreement or (iv) any right to receive an award for information provided to any Governmental Authorities. In addition, nothing herein prevents Employee from seeking workers’ compensation or unemployment insurance benefits.

Appears in 1 contract

Samples: Transition and Separation Agreement (Select Energy Services, Inc.)

Complete Release of Claims. (a) In exchange for For good and valuable consideration, including the consideration received by Gobe hereinset forth in Section 2 of the Separation Agreement (and any portion thereof), which consideration Gobe Holderness was not entitled to but for GobeHolderness’s entry into this AgreementConfirming Release, Gobe Holderness hereby releases, discharges and forever acquits the Company, Parent, Company and their respective its Affiliates (as defined below) and subsidiaries, and each of the foregoing entities’ respective past, present and future members, partners (including general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, benefit plans (and their fiduciaries, administrators and trustees), and the successors and assigns of the foregoing, in their personal and representative capacities (collectively, the “Confirming Release Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to GobeHolderness’s Holderness’s ownership of any interest in any Confirming Release Company Party, Gobe’s employment with any Confirming Release Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Gobe Holderness executes this AgreementConfirming Release, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended; (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (J) any other local, state or federal law, regulation or ordinance; or (K) any public policy, contract, tort, or common law claim; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Gobe Holderness may have under any employment contract, severance plan, incentive compensation plan, or equity based plan with any Confirming Release Company Party (including any award agreement) or to any ownership interest in any Confirming Release Company Party, including the 2017 Plan, the 2020 Plan and the ProPetro Services, Inc. Second Amended and Restated Executive Severance Plan; and (iv) any claim for compensation or benefits of any kind not expressly set forth in the Separation Agreement or this Agreement Confirming Release (collectively, the “Further Released Claims”). This Agreement Confirming Release is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Gobe Holderness is simply agreeing that, in exchange for any consideration received by him pursuant to Section 22 of the Separation Agreement, any and all potential claims of this nature that Gobe Holderness may have against the Confirming Release Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Further Released Claims do not include (I) any rights to indemnification, advancement of expenses incurred in connection with the same, or directors’ and officers’ liability insurance coverage that Gobe Holderness has under Delaware law, the charter, bylaws, other organizational documents and insurance policies of any Confirming Release Company Party or any agreement with any Confirming Release Company Party; and (II) any rights to enforce the terms of this the Separation Agreement, including those in Section 2(a) of this the Separation Agreement related to incentive compensation and equity, or this Confirming Release. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE CONFIRMING RELEASE COMPANY PARTIES. (b) Notwithstanding this release of liability, nothing in this Confirming Release prevents Holderness from filing any non-legally waivable claim (including a challenge to the validity of this Confirming Release) with the EEOC or comparable state or local agency or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC or comparable state or local agency or cooperating in any such investigation or proceeding; however, Holderness understands and agrees that Holderness is waiving any and all rights to recover any monetary or personal relief or recovery from a Company Party as a result of such EEOC or comparable state or local agency or proceeding or subsequent legal actions. Further, nothing in this Confirming Release prohibits or restricts Holderness from filing a charge or complaint with, or cooperating in any investigation with a Government Agency. This Confirming Release does not limit Holderness’s right to receive an award for information provided to a Government Agency. Further, in no event shall the Further Released Claims include (i) any claim which arises after the date that this Confirming Release is executed by Holderness or (ii) any claim to vested benefits under an employee benefit plan.

Appears in 1 contract

Samples: Separation Agreement (ProPetro Holding Corp.)

Complete Release of Claims. (a) In exchange for For good and valuable consideration, including the consideration received by Gobe hereinset forth in Section 2 (and any portion thereof), which consideration Gobe was not entitled to but for Gobe’s entry into this Agreement, Gobe Employee hereby forever releases, discharges and forever acquits the Company, Parent, and each Feeder Entity, each of their respective Affiliates (as defined below) affiliates, and each of their respective past, present, and future parents, subsidiaries, predecessors, successors, and assigns, along with each of the foregoing entities’ respective pastaffiliates, present and future membersowners, partners (including general partners and limited shareholders, partners), officers, directors, trustees, officersmembers, managers, employees, trustees, representatives, agents, attorneys, heirssuccessors, legal representativesadministrators, fiduciaries, insurers, and benefit plans (and their fiduciaries, administrators and trustees), and the successors trustees and assigns fiduciaries of the foregoingsuch plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for) from, and Employee hereby waives, any and all claims, demands, liabilities, and causes of action, whether statutory or at common law, including any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, and all claims or causes of action of any kind related to Gobe’s ownership of any interest in any Company Party, Gobe’s employment with any Company Party, the termination of such employment, and any other acts or omissions related relating to any matter occurring that actually or allegedly occurred, whether known or unknown, on or prior to the date that Gobe executes this AgreementSigning Date, including including, (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, ; (B) the Civil Rights Act of 1991, ; (C) Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (BD) the Employee Retirement Income Security Act of 1974, as amended1974 (“ERISA”); (CE) the Immigration Reform Control Act, as amended; (DF) the Americans with Disabilities Act of 1990; (G) the National Labor Relations Act, as amended; (EH) the Occupational Safety and Health Act, as amended; (FI) the Family and Medical Leave Act of 1993; (GJ) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (HK) any federallocal, state state, or local wage and hour federal anti-discrimination or anti-retaliation law; and (I) the Age Discrimination in Employment Act of 1967, as amended; (JL) any other local, state state, or federal law, regulation regulation, or ordinance; or (Kii) any public policy, contract, tort, or common law claim; (iiiii) any allegation for costs, fees, or other expenses expenses, including attorneys’ fees incurred in or with respect fees, related to a any Released Claim; (iiiiv) any and all rights, benefits or claims Gobe Employee may have arising under or as the result of any alleged breach of any contract (including any offer letter, other employment contract, severance plan, or incentive or equity-based compensation plan, plan or equity based plan agreement) with any Company Party Party; (including v) any award agreement) claim arising from, or to relating to, Employee’s status as a holder of any ownership interest interests in the Company or any other Company Party, including the 2017 Plan, the 2020 Plan and the ProPetro Services, Inc. Second Amended and Restated Executive Severance Plan; and (ivvi) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Gobe Employee is simply agreeing that, in exchange for any consideration received by him Employee pursuant to Section 2, any and all potential claims of this nature that Gobe Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised compromised, and waived. Notwithstanding the foregoing, the Released Claims do not include (I) any rights to indemnification, advancement of expenses incurred in connection with the same, or directors’ and officers’ liability insurance coverage that Gobe has under Delaware law, the charter, bylaws, other organizational documents and insurance policies of any Company Party or any agreement with any Company Party; and (II) any rights to enforce the terms of this Agreement, including those in Section 2(a) of this Agreement related to incentive compensation and equity. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES. (b) Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim, including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission (“EEOC”), Securities and Exchange Commission (“SEC”) or other Governmental Authority, or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC, SEC or other Governmental Authority; however, Employee understands and agrees that Employee is waiving any and all rights to recover any monetary or personal relief or recovery from a Company Party as a result of any Governmental Authority proceeding or subsequent legal actions. Further, in no event shall the Released Claims include (i) any claim that first arises after the Signing Date, including any claim to enforce Employee’s rights under this Agreement, (ii) any claim to any vested benefits under ERISA, (iii) any right to receive an award for information provided to any Governmental Authorities (including the SEC) or (iv) any claim with respect to the Feeder Units.

Appears in 1 contract

Samples: Separation and Release Agreement (Talos Energy Inc.)

Complete Release of Claims. (a) In exchange for the consideration received by Gobe Xxxxxx herein, which consideration Gobe Xxxxxx was not entitled to but for Gobe’s Xxxxxx’x entry into this Agreement, Gobe Xxxxxx hereby releases, discharges and forever acquits the Company, Parent, Company and their respective its Affiliates (as defined below) and subsidiaries, and each of the foregoing entities’ respective past, present and future members, partners (including general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, benefit plans (and their fiduciaries, administrators and trustees), and the successors and assigns of the foregoing, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to Gobe’s Xxxxxx’x ownership of any interest in any Company Party, Gobe’s Xxxxxx’x employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Gobe Xxxxxx executes this Agreement, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended; (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (J) any other local, state or federal law, regulation or ordinance; or (K) any public policy, contract, tort, or common law claim; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Gobe Xxxxxx may have under any employment contract, severance plan, incentive compensation plan, or equity equity-based plan with any Company Party (including any award agreement) or to any ownership interest in any Company Party, including the 2017 Plan, the 2020 Plan and the ProPetro Services, Inc. Second Amended and Restated Executive Severance Plan; and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Gobe Xxxxxx is simply agreeing that, in exchange for any consideration received by him pursuant to Section 2, any and all potential claims of this nature that Gobe Xxxxxx may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Released Claims do not include (I1) any existing rights to indemnification, indemnification and advancement of expenses incurred in connection with the same, or directors’ and officers’ liability insurance coverage same that Gobe Xxxxxx has under Delaware law, the charter, bylaws, other organizational documents and insurance policies of any Company Party law or any agreement with any Company Party; and (IIthe Company, ‎(2) any rights to enforce or Claims for ‎vested compensation or benefits arising under any qualified ‎employee ‎pension benefit plan or employee welfare benefit plan maintained within the terms meaning of this Agreementthe ‎Employee Retirement Income Security Act of 1974, including those in Section 2(aas amended, or (3) of this Agreement related to incentive compensation and equity. any other ‎Claims that cannot be released as a matter ‎of law‎. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Appears in 1 contract

Samples: Separation Agreement (ProPetro Holding Corp.)

Complete Release of Claims. (a) In exchange for For good and valuable consideration, including the consideration received by Gobe hereinset forth in Section 3 (and any portion thereof), which consideration Gobe was not entitled to but for Gobe’s entry into this Agreement, Gobe Employee hereby releases, forever releases and discharges and forever acquits the Company, Parent, and each of their respective Affiliates (as defined below) affiliates, and each of their respective past, present, and future parents, subsidiaries, predecessors, successors, and assigns, along with each of the foregoing entities’ respective pastaffiliates, present and future membersowners, partners (including general partners and limited shareholders, partners), officers, directors, trustees, officersmembers, managers, employees, trustees, representatives, agents, attorneys, heirssuccessors, legal representativesadministrators, fiduciaries, insurers, and benefit plans (and their fiduciaries, administrators and trustees), and the successors trustees and assigns fiduciaries of the foregoingsuch plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for) from, and Employee hereby waives, any and all claims, demands, liabilities, and causes of action, whether statutory or at common law, including any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, and all claims or causes of action of any kind related to Gobe’s ownership of any interest in any Company Party, Gobe’s employment with any Company Party, the termination of such employment, and any other acts or omissions related relating to any matter occurring that actually or allegedly occurred, whether known or unknown, on or prior to the date that Gobe executes this AgreementSigning Date, including including, (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, ; (B) the Civil Rights Act of 1991, ; (C) Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (BD) the Employee Retirement Income Security Act of 1974, as amended1974 (“ERISA”); (CE) the Immigration Reform Control Act, as amended; (DF) the Americans with Disabilities Act of 1990; (G) the National Labor Relations Act, as amended; (EH) the Occupational Safety and Health Act, as amended; (FI) the Family and Medical Leave Act of 1993; (GJ) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (HK) any federallocal, state state, or local wage and hour federal anti-discrimination or anti-retaliation law; and (I) the Age Discrimination in Employment Act of 1967, as amended; (JL) any other local, state state, or federal law, regulation regulation, or ordinance; or (Kii) any public policy, contract, tort, or common law claim; (iiiii) any allegation for costs, fees, or other expenses expenses, including attorneys’ fees incurred in or with respect fees, related to a any Released Claim; (iiiiv) any and all rights, benefits or claims Gobe Employee may have arising under or as the result of any alleged breach of any contract (including any offer letter, other employment contract, severance plan, or incentive or equity-based compensation plan, plan or equity based plan agreement) with any Company Party Party; (including v) any award agreement) claim arising from, or to relating to, Employee’s status as a holder of any ownership interest interests in the Company or any other Company Party, including the 2017 Plan, the 2020 Plan and the ProPetro Services, Inc. Second Amended and Restated Executive Severance Plan; and (ivvi) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Gobe Employee is simply agreeing that, in exchange for any consideration received by him Employee pursuant to Section 23, any and all potential claims of this nature that Gobe Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised compromised, and waived. Notwithstanding the foregoing, the Released Claims do not include (I) any rights to indemnification, advancement of expenses incurred in connection with the same, or directors’ and officers’ liability insurance coverage that Gobe has under Delaware law, the charter, bylaws, other organizational documents and insurance policies of any Company Party or any agreement with any Company Party; and (II) any rights to enforce the terms of this Agreement, including those in Section 2(a) of this Agreement related to incentive compensation and equity. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES. (b) Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim, including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission (“EEOC”), Securities and Exchange Commission (“SEC”) or other Governmental Authority, or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC, SEC or other Governmental Authority; however, Employee understands and agrees that Employee is waiving any and all rights to recover any monetary or personal relief or recovery from a Company Party as a result of any Governmental Authority proceeding or subsequent legal actions. Further, in no event shall the Released Claims include (i) any claim that first arises after the Signing Date, including any claim to enforce Employee’s rights under this Agreement, (ii) any claim to any vested benefits under ERISA, (iii) any right to receive an award for information provided to any Governmental Authorities (including the SEC) or (iv) any claim with respect to the Feeder Units.

Appears in 1 contract

Samples: Transition, Separation and Release Agreement (Talos Energy Inc.)

Complete Release of Claims. (a) In exchange for the consideration received by Gobe Executive herein, which such consideration Gobe Executive was not entitled to but for Gobe’s his entry into this Agreement, Gobe Executive hereby releases, discharges and forever acquits the Company, Parent, and their respective Affiliates (as defined below) each of its affiliates and subsidiaries, and each of the foregoing entities’ their respective past, present and future members, shareholders, owners, investors, partners (including but not limited to general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, employee benefit plans (including fiduciaries and their fiduciaries, administrators and trustees), and the of any such plans) successors and assigns of the foregoing, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to Gobe’s ownership of any interest in any Company Party, GobeExecutive’s employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Gobe Executive executes this Agreement, including (i) without limitation any alleged violation through such the date that Executive executes this Agreement of: (Ai) any federalthe Age Discrimination in Employment Act of 1967, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including as amended; (ii) Title VII of the Civil Rights Act of 1964, as amended, ; (iii) the Civil Rights Act of 1991, as amended; (iv) Sections 1981 through 1988 of Title 42 of the United States Code, as amended and amended; (v) the Executive Retirement Income Security Act of 1974, as amended; (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended; (C) the Immigration Reform Control Act, as amended; (Dviii) the National Labor Relations Act, as amended; (Eix) the Occupational Safety and Health Act, as amended; (Fx) the Family and Medical Leave Act of 1993, as amended; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (Hxi) any federal, state or local federal anti-discrimination or anti-retaliation law, (xii) any state or federal wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (Jxiii) any other local, state or federal law, regulation or ordinance; or (Kxiv) any public policy, contract, tort, or common law claim; (iixv) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claimthe matters referenced herein; (iiixvi) any and all rights, benefits or claims Gobe Executive may have under the any employment contract (including without limitation the Employment Agreement) except to the extent expressly provided for under this Agreement; and (xvii) any and all claims Executive may have arising as the result of any alleged breach of contract, severance plan, incentive compensation plan, plan or equity based plan agreement with any Company Party (including any award agreement) or to any ownership interest in any Company Party, including the 2017 Plan, the 2020 Plan and the ProPetro Services, Inc. Second Amended and Restated Executive Severance Plan; and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Gobe Executive is simply agreeing that, in exchange for any the consideration received by him pursuant to Section 2recited in the first sentence of this paragraph, any and all potential claims of this nature that Gobe Executive may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Released Claims do not include (I) any rights to indemnification, advancement of expenses incurred in connection with the same, or directors’ and officers’ liability insurance coverage that Gobe has under Delaware law, the charter, bylaws, other organizational documents and insurance policies of any Company Party or any agreement with any Company Party; and (II) any rights to enforce the terms of By signing this Agreement, including those in Section 2(a) Executive is bound by it. Anyone who succeeds to Executive’s rights and responsibilities, such as heirs or the executor of Executive’s estate, is also bound by this Agreement related Agreement. This release also applies to incentive compensation and equityany claims brought by any person or agency or class action under which Executive may have a right or benefit. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES. (b) Notwithstanding this release of liability, nothing in this Agreement prevents Executive from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any investigation or proceeding conducted by the EEOC or comparable state or local agency; however, Executive understands and agrees that Executive is waiving any and all rights to recover any monetary or personal relief or recovery as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actions. Further, in no event shall the Released Claims include (i) any claim which arises after the date that this Agreement is executed by Executive, or (ii) any claim to vested benefits under an executive benefit plan. (c) Executive represents that Executive has not brought or joined any lawsuit or filed any charge or claim against any of the Company Parties in any court or before any government agency and has made no assignment of any rights Executive has asserted or may have against any of the Company Parties to any person or entity, in each case, with respect to any Released Claims.

Appears in 1 contract

Samples: Separation and Release Agreement (Midstates Petroleum Company, Inc.)

Complete Release of Claims. (a) In exchange for the consideration received by Gobe Rxxxxx herein, which consideration Gobe Rxxxxx was not entitled to but for Gobe’s Rxxxxx'x entry into this Agreement, Gobe Rxxxxx hereby releases, discharges and forever acquits the Company, Parent, Company and their respective its Affiliates (as defined below) and subsidiaries, and each of the foregoing entities' respective past, present and future members, partners (including general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, benefit plans (and their fiduciaries, administrators and trustees), and the successors and assigns of the foregoing, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to Gobe’s Rxxxxx'x ownership of any interest in any Company Party, Gobe’s Rxxxxx'x employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Gobe Rxxxxx executes this Agreement, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amendedamended (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (J) any other local, state or federal law, regulation or ordinance; or (KJ) any public policy, contract, tort, or common law claim; (ii) any allegation for costs, fees, or other expenses including attorneys' fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Gobe Rxxxxx may have under any employment contract, severance plan, incentive compensation plan, or equity equity-based plan with any Company Party (including any award agreement) or to any ownership interest in any Company Party, including the 2017 Plan, the 2020 Plan and the ProPetro Services, Inc. Second Amended and Restated Executive Severance Plan; and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the "Released Claims"); provided, however, that the Released Claims do not include any of Rxxxxx'x rights to indemnity and/or insurance coverages as described in Section 8 below. This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Gobe Rxxxxx is simply agreeing that, in exchange for any consideration received by him pursuant to Section 2, any and all potential claims of this nature that Gobe Rxxxxx may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Released Claims do not include (I) any existing rights to indemnification, indemnification and advancement of expenses incurred in connection with the same, or directors’ and officers’ liability insurance coverage same that Gobe Rxxxxx has under Delaware law, the charter, bylaws, other organizational documents and insurance policies of any Company Party law or any agreement with any Company Party; and (II) any rights to enforce the terms of this Agreement, including those in Section 2(a) of this Agreement related to incentive compensation and equityCompany. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Appears in 1 contract

Samples: Separation Agreement (ProPetro Holding Corp.)

Complete Release of Claims. (a) In exchange for For good and valuable consideration, including the consideration received by Gobe hereinset forth in Section 3 (and any portion thereof), which consideration Gobe was not entitled to but for Gobe’s entry into this Agreement, Gobe Employee hereby releases, forever releases and discharges and forever acquits the Company, Parent, and each of their respective Affiliates (as defined below) affiliates, and each of their respective past, present, and future parents, subsidiaries, predecessors, successors, and assigns, along with each of the foregoing entities’ respective pastaffiliates, present and future membersowners, partners (including general partners and limited shareholders, partners), officers, directors, trustees, officersmembers, managers, employees, trustees, representatives, agents, attorneys, heirssuccessors, legal representativesadministrators, fiduciaries, insurers, and benefit plans (and their fiduciaries, administrators and trustees), and the successors trustees and assigns fiduciaries of the foregoingsuch plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for) from, and Employee hereby waives, any and all claims, demands, liabilities, and causes of action, whether statutory or at common law, including any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, and all claims or causes of action of any kind related to Gobe’s ownership of any interest in any Company Party, Gobe’s employment with any Company Party, the termination of such employment, and any other acts or omissions related relating to any matter occurring that actually or allegedly occurred, whether known or unknown, on or prior to the date that Gobe executes this AgreementSigning Date, including including, (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act); (B) Title VII of the Civil Rights Act of 1964, as amended, ; (C) the Civil Rights Act of 1991, ; (D) Sections 1981 through 1988 of Title 42 of the United States Code, as amended and ; (E) ERISA; (F) the Immigration Reform Control Act; (G) the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended; (C) the Immigration Reform Control Act, as amended; (DH) the National Labor Relations Act, as amended; (EI) the Occupational Safety and Health Act, as amended; (FJ) the Family and Medical Leave Act of 1993; (GK) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (HL) any federallocal, state state, or local wage and hour federal anti-discrimination or anti-retaliation law; and (I) the Age Discrimination in Employment Act of 1967, as amended; (JM) any other local, state state, or federal law, regulation regulation, or ordinance; or (Kii) any public policy, contract, tort, or common law claim; (iiiii) any allegation for costs, fees, or other expenses expenses, including attorneys’ fees incurred in or with respect fees, related to a any Released Claim; (iiiiv) any and all rights, benefits or claims Gobe Employee may have arising under or as the result of any alleged breach of any contract (including any offer letter, other employment contract, severance plan, or incentive or equity-based compensation plan, plan or equity based plan agreement) with any Company Party Parties; (including v) any award agreement) claim arising from, or to relating to, Employee’s status as a holder of any ownership interest interests in the Company or any other Company Party, including the 2017 Plan, the 2020 Plan and the ProPetro Services, Inc. Second Amended and Restated Executive Severance Plan; and (ivvi) any claim for compensation or benefits of any kind not expressly set forth in this the Separation Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Gobe Employee is simply agreeing that, in exchange for any consideration received by him Employee pursuant to Section 23, any and all potential claims of this nature that Gobe Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised compromised, and waived. Notwithstanding the foregoing, the Released Claims do not include (I) any rights to indemnification, advancement of expenses incurred in connection with the same, or directors’ and officers’ liability insurance coverage that Gobe has under Delaware law, the charter, bylaws, other organizational documents and insurance policies of any Company Party or any agreement with any Company Party; and (II) any rights to enforce the terms of this Agreement, including those in Section 2(a) of this Agreement related to incentive compensation and equity. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES. (b) Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim, including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission (“EEOC”), Securities and Exchange Commission (“SEC”) or other Governmental Authority, or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC, SEC or other Governmental Authority; however, Employee understands and agrees that Employee is waiving any and all rights to recover any monetary or personal relief or recovery from a Company Party as a result of any Governmental Authority proceeding or subsequent legal actions. Further, in no event shall the Released Claims include (i) any claim that first arises after the Signing Date, including any claim to enforce Employee’s rights under this Agreement, (ii) any claim to any vested benefits under ERISA, or (iii) any right to receive an award for information provided to any Governmental Authorities (including the SEC).

Appears in 1 contract

Samples: Separation and Release Agreement (Talos Energy Inc.)

Complete Release of Claims. (a) In exchange for For good and valuable consideration, including the consideration received by Gobe hereinset forth in Section 3 (and any portion thereof), which consideration Gobe was not entitled to but for Gobe’s entry into this Agreement, Gobe Employee hereby releases, forever releases and discharges and forever acquits the Company, Parent, and each of their respective Affiliates (as defined below) affiliates, and each of their respective past, present, and future parents, subsidiaries, predecessors, successors, and assigns, along with each of the foregoing entities’ respective pastaffiliates, present and future membersowners, partners (including general partners and limited shareholders, partners), officers, directors, trustees, officersmembers, managers, employees, trustees, representatives, agents, attorneys, heirssuccessors, legal representativesadministrators, fiduciaries, insurers, and benefit plans (and their fiduciaries, administrators and trustees), and the successors trustees and assigns fiduciaries of the foregoingsuch plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for) from, and Employee hereby waives, any and all claims, demands, liabilities, and causes of action, whether statutory or at common law, including any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, and all claims or causes of action of any kind related to Gobe’s ownership of any interest in any Company Party, Gobe’s employment with any Company Party, the termination of such employment, and any other acts or omissions related relating to any matter occurring that actually or allegedly occurred, whether known or unknown, on or prior to the date that Gobe executes this AgreementSigning Date, including including, (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act); (B) Title VII of the Civil Rights Act of 1964, as amended, ; (C) the Civil Rights Act of 1991, ; (D) Sections 1981 through 1988 of Title 42 of the United States Code, as amended and ; (E) ERISA; (F) the Immigration Reform Control Act; (G) the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended; (C) the Immigration Reform Control Act, as amended; (DH) the National Labor Relations Act, as amended; (EI) the Occupational Safety and Health Act, as amended; (FJ) the Family and Medical Leave Act of 1993; (GK) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (HL) any federallocal, state state, or local wage and hour federal anti-discrimination or anti-retaliation law; and (I) the Age Discrimination in Employment Act of 1967, as amended; (JM) any other local, state state, or federal law, regulation regulation, or ordinance; or (Kii) any public policy, contract, tort, or common law claimclaim including, but not limited to, claims for misrepresentation, defamation, libel, slander, invasion of privacy, conversion, replevin, false light, tortious interference with contract or economic advantage, negligence, fraud, fraudulent inducement, quantum meruit, promissory estoppel, prima facie tort, restitution, or the like; (iiiii) any allegation for costs, fees, or other expenses expenses, including attorneys’ fees incurred in or with respect fees, related to a any Released ClaimClaim (as defined below); (iiiiv) any and all rights, benefits or claims Gobe Employee may have arising under or as the result of any alleged breach of any contract (including the Employment Agreement, Severance Plan, the LTIP, the award agreements under the LTIP, and any other offer letter, other employment contract, severance plan, or incentive or equity-based compensation plan, plan or equity based plan agreement) with any Company Party Parties; (including v) any award agreement) claim arising from, or relating to, Employee’s status as an employee, officer, or director of, or holder of any interests in (except such interests that are expressly preserved pursuant to the terms of this Agreement), the Company or any ownership interest in any other Company Party, including or the 2017 Plan, the 2020 Plan and the ProPetro Services, Inc. Second Amended and Restated Executive Severance Plantermination of such relationship; and (ivvi) any claim for compensation or benefits of any kind not expressly set forth in this the Separation Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Gobe Employee is simply agreeing that, in exchange for any consideration received by him Employee pursuant to Section 23, any and all potential claims of this nature that Gobe Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised compromised, and waived. Notwithstanding the foregoing, the Released Claims do not include (I) any rights to indemnification, advancement of expenses incurred in connection with the same, or directors’ and officers’ liability insurance coverage that Gobe has under Delaware law, the charter, bylaws, other organizational documents and insurance policies of any Company Party or any agreement with any Company Party; and (II) any rights to enforce the terms of this Agreement, including those in Section 2(a) of this Agreement related to incentive compensation and equity. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES. Employee specifically intends the release of Claims in this Section 5(a) to be the broadest possible release permitted by law. (b) Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim, including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission (“EEOC”), Securities and Exchange Commission (“SEC”) or other Governmental Authority, or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC, SEC or other Governmental Authority; however, Employee understands and agrees that Employee is waiving any and all rights to recover any monetary or personal relief or recovery from a Company Party as a result of any Governmental Authority proceeding or subsequent legal actions. Further, in no event shall the Released Claims include (i) any claim that first arises after the Signing Date, including any claim to enforce Employee’s rights under this Agreement, (ii) any claim to any vested benefits under ERISA, (iii) any right to receive an award for information provided to any Governmental Authorities (including the SEC), (iv) any claim for indemnification or insurance under the Company’s bylaws, D&O insurance policies, or applicable law; or (v) any claims that cannot be waived or released as a matter of law.

Appears in 1 contract

Samples: Separation and Release Agreement (Talos Energy Inc.)

Complete Release of Claims. (a) In exchange for For good and valuable consideration, including the Company’s agreement to provide the consideration received by Gobe hereindescribed herein (and any part thereof), which consideration Gobe was not entitled to but for Gobe’s entry into this Agreement, Gobe Employee hereby forever releases, discharges and forever acquits the Company, ParentQ Power, and Insperity PEO Services, L.P. (“Insperity”), each of their respective Affiliates (as defined below) parents, subsidiaries and subsidiariesother affiliates, and each of the foregoing entities’ respective past, present and future subsidiaries, affiliates, stockholders, members, partners (including general partners and limited managers, partners), directors, trustees, officers, managersemployees (specifically including. Xxxxx in his personal and representative capacity), employeesprofessional employer organizations, agents, attorneys, heirs, legal predecessors, successors and representatives, insurersin their personal and representative capacities, as well as all employee benefit plans (maintained by the Company or any of its affiliates and their fiduciaries, all fiduciaries and administrators and trustees), and the successors and assigns of the foregoingany such plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and Employee hereby waives, any and all claims, damages, damages or causes of action of any kind related to Gobe’s ownership of any interest in any Company Party, GobeEmployee’s employment or affiliation with any Company Party, the termination of such employment, Party and any other acts or omissions related to any matter occurring or existing, whether known or unknown, on or prior to the date that Gobe executes this AgreementSigning Date, including whether arising under federal or state laws or the laws of any other jurisdiction, including: (i) any alleged violation through such date time of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, and Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended1974 (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) any law, regulation or ordinance or orders under New York State law, the Texas Labor Code (specifically including the Texas Payday New York State Human Rights Law, the Texas Anti-Retaliation ActNew York Labor Law, Chapter 21 the New York Retaliatory Action By Employers Law, Section 125 of the Texas Labor CodeNew York Workers’ Compensation Law, Article 23-A of the New York Correction Law, the New York Civil Rights Law, the New York Wage-Hour Law, the New York Workers’ Compensation Law, the New York Wage Payment Law, the New York City Human Rights Law and the Texas Whistleblower Act)New York City Earned Sick Leave Law; (H) any federal, state or local wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (J) any other local, state or federal law, regulation regulation, ordinance or ordinanceorders which may have afforded any legal or equitable causes of action of any nature; or (KI) any public policy, contract, tort, tort or common law claim, including any claim for defamation, slander, libel, negligence, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of implied duty of good faith and fair dealing, breach of implied or express contract, breach of fiduciary duty or wrongful discharge; (ii) any allegation for costs, fees, fees or other expenses including attorneys’ fees incurred in in, or with respect to to, a Released Claim; (iii) any and all rights, benefits or claims Gobe Employee may have under any employment contractcontract or any other agreement, severance incentive or compensation plan or under any other benefit plan, incentive compensation planprogram or practice; (iv) any claim, whether direct or derivative, arising from, or equity based plan with relating to, Employee’s status as a member or holder of any Company Party (including any award agreement) or to any ownership interest in any Company Party, including all claims arising from or relating to the 2017 Plan, Company Equity Agreements or the 2020 Plan and the ProPetro Services, Inc. Second Amended and Restated Executive Severance PlanQ Power Award Agreements; and (ivv) any claim for compensation compensation, damages or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”)Agreement. This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Gobe Employee is simply agreeing that, in exchange for any the consideration received by him pursuant to Section 2Employee through this Agreement, any and all potential claims of this nature that Gobe Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Released Claims do not include (I) any rights to indemnification, advancement of expenses incurred in connection with the same, or directors’ and officers’ liability insurance coverage that Gobe has under Delaware law, the charter, bylaws, other organizational documents and insurance policies of any Company Party or any agreement with any Company Party; and (II) any rights to enforce the terms of this Agreement, including those in Section 2(a) of this Agreement related to incentive compensation and equity. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES. (b) In entering into this Agreement, Employee expressly represents and warrants that the has not violated any laws with respect to, or in the course of duties on behalf of, the Company or any of its affiliates, and he has not committed any fraudulent or criminal act with respect to, or in the course of duties on behalf of, the Company or any of its affiliates. In express reliance on the representation and warranty in the previous sentence, and subject to the accuracy of such representation and warranty, the Company (on its behalf and on behalf of its affiliates) and Xxxxx (in his personal and representative capacity), each hereby agree to release and forever discharge Employee from any and all known claims, damages, or causes of action of any kind related to Employee’s employment or affiliation with any Company Party and any other acts or omissions related to any matter occurring or existing on or prior to the Signing Date, whether arising under federal or state laws or the laws of any other jurisdiction, including: (i) any alleged violation through such time of: (A) any federal, state or local anti-discrimination or anti-retaliation law, (B) any other local, state or federal law, regulation, ordinance or orders which may have afforded any legal or equitable causes of action of any nature; or (C) any public policy, contract, tort or common law claim, including any claim for defamation, slander, libel, negligence, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of implied duty of good faith and fair dealing, breach of implied or express contract or breach of fiduciary duty or wrongful discharge; (D) any and all claims Company or Xxxxx may have under any employment contract or any other agreement, incentive or compensation plan or under any other benefit plan, program or practice; (iv) any claim, whether direct or derivative, arising from, or relating to, Employee’s status as a member or holder of any interest in any Company Party, including all claims arising from or relating to the Company Equity Agreements or the Q Power Award Agreements, and (E) any claim for compensation, damages or benefits of any kind not expressly set forth in this Agreement. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF THE EMPLOYEE. (c) Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim, including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission, New York State Division of Human Rights, New York City Commission on Human Rights, Occupational Safety and Health Administration, Securities and Exchange Commission, or other federal, state or local governmental agency or commission (collectively “Governmental Agencies”) or participating in (or cooperating with) any investigation or proceeding conducted by any Governmental Agency; however, Employee understands and agrees that, to the extent permitted by law, Employee is waiving any and all rights to recover any monetary or personal relief or recovery from any Company Party as a result of such Governmental Agency proceeding or subsequent legal actions. Nothing herein waives Employee’s right to receive an award for information provided to a Governmental Agency. Further, in no event shall the Released Claims include (i) any claim that arises after the date this Agreement is executed by Employee, (ii) any claim to enforce Employee’s rights under this Agreement; or (iii) any claim to vested benefits under an employee benefit plan that is subject to ERISA and that cannot be waived by ERISA. Nothing herein will prevent Employee from seeking workers’ compensation or unemployment insurance benefits. (d) Employee represents and warrants that, as of the time Employee executes this Agreement, Employee has not brought or joined any lawsuit or filed any lawsuit, complaints, appeals, charges or claims against any of the Company Parties in any court or before any government agency or arbitrator for or with respect to a matter, claim or incident that occurred or arose out of one or more occurrences that took place on or prior to the time at which Employee signs this Agreement. Employee further represents and warrants that Employee has made no assignment, sale, delivery, transfer or conveyance of any rights Employee has asserted or may have against any of the Company Parties to any person or entity, in each case, with respect to any Released Claim. Employee also confirms that he has no known workplace injuries or occupational diseases.

Appears in 1 contract

Samples: Transition and Separation Agreement (Stronghold Digital Mining, Inc.)

Complete Release of Claims. (a) In exchange for For good and valuable consideration, including the consideration received by Gobe hereinset forth in Section 3 (and any portion thereof), which consideration Gobe was not entitled to but for Gobe’s entry into this Agreement, Gobe Employee hereby releases, forever releases and discharges and forever acquits the Company, Parent, and each of their respective Affiliates (as defined below) affiliates, and each of their respective past, present, and future parents, subsidiaries, predecessors, successors, and assigns, along with each of the foregoing entities’ respective pastaffiliates, present and future membersowners, partners (including general partners and limited shareholders, partners), officers, directors, trustees, officersmembers, managers, employees, trustees, representatives, agents, attorneys, heirssuccessors, legal representativesadministrators, fiduciaries, insurers, and benefit plans (and their fiduciaries, administrators and trustees), and the successors trustees and assigns fiduciaries of the foregoingsuch plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for) from, and Employee hereby waives, any and all claims, demands, liabilities, and causes of action, whether statutory or at common law, including any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, and all claims or causes of action of any kind related to Gobe’s ownership of any interest in any Company Party, Gobe’s employment with any Company Party, the termination of such employment, and any other acts or omissions related relating to any matter occurring that actually or allegedly occurred, whether known or unknown, on or prior to the date that Gobe executes this AgreementSigning Date, including including, (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act); (B) Title VII of the Civil Rights Act of 1964, as amended, ; (C) the Civil Rights Act of 1991, ; (D) Sections 1981 through 1988 of Title 42 of the United States Code, as amended and ; (E) ERISA; (F) the Immigration Reform Control Act; (G) the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended; (C) the Immigration Reform Control Act, as amended; (DH) the National Labor Relations Act, as amended; (EI) the Occupational Safety and Health Act, as amended; (FJ) the Family and Medical Leave Act of 1993; (GK) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Anti- Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (HL) any federallocal, state state, or local wage and hour federal anti-discrimination or anti-retaliation law; and (I) the Age Discrimination in Employment Act of 1967, as amended; (JM) any other local, state state, or federal law, regulation regulation, or ordinance; or (Kii) any public policy, contract, tort, or common law claim; (iiiii) any allegation for costs, fees, or other expenses expenses, including attorneys’ fees incurred in or with respect fees, related to a any Released Claim; (iiiiv) any and all rights, benefits or claims Gobe Employee may have arising under or as the result of any alleged breach of any contract (including any offer letter, other employment contract, severance plan, or incentive or equity-based compensation plan, plan or equity based plan agreement) with any Company Party Parties; (including v) any award agreement) claim arising from, or to relating to, Employee’s status as a holder of any ownership interest interests in the Company or any other Company Party, including the 2017 Plan, the 2020 Plan and the ProPetro Services, Inc. Second Amended and Restated Executive Severance Plan; and (ivvi) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Gobe Employee is simply agreeing that, in exchange for any consideration received by him Employee pursuant to Section 23, any and all potential claims of this nature described in this Section 5 that Gobe Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised compromised, and waived. Notwithstanding the foregoing, the Released Claims do not include (I) any rights to indemnification, advancement of expenses incurred in connection with the same, or directors’ and officers’ liability insurance coverage that Gobe has under Delaware law, the charter, bylaws, other organizational documents and insurance policies of any Company Party or any agreement with any Company Party; and (II) any rights to enforce the terms of this Agreement, including those in Section 2(a) of this Agreement related to incentive compensation and equity. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES. (b) Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim, including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission (“EEOC”), Securities and Exchange Commission (“SEC”) or other Governmental Authority, or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC, SEC or other Governmental Authority; however, Employee understands and agrees that Employee is waiving any and all rights to recover any monetary or personal relief or recovery from a Company Party as a result of any Governmental Authority proceeding or subsequent legal actions. Further, in no event shall the Released Claims include (i) any claim that first arises after the Signing Date, including any claim to enforce Employee’s rights under this Agreement, (ii) any claim to any vested benefits under ERISA, (iii) any right to receive an award for information provided to any Governmental Authorities (including the SEC); (iv) any right or claim to indemnification arising under the governing documents of any of the Company Parties or otherwise; and (v) any claim that cannot be legally waived or released as a matter of law.

Appears in 1 contract

Samples: Separation and Release Agreement (Talos Energy Inc.)

Complete Release of Claims. (a) In exchange for For good and valuable consideration, including the consideration received by Gobe hereinset forth in Section 3 (and any portion thereof), which consideration Gobe was not entitled to but for Gobe’s entry into this Agreement, Gobe Employee hereby releases, forever releases and discharges and forever acquits the Company, ParentEVA, Holdings, each of their respective affiliates, and each of their respective Affiliates (as defined below) past, present, and future parents, subsidiaries, predecessors, successors, and assigns, along with each of the foregoing entities’ respective pastaffiliates, present and future membersowners, partners (including general partners and limited shareholders, partners), officers, directors, trustees, officersmembers, managers, employees, trustees, representatives, agents, attorneys, heirssuccessors, legal representativesadministrators, fiduciaries, insurers, and benefit plans (and their fiduciaries, administrators and trustees), and the successors trustees and assigns fiduciaries of the foregoingsuch plans, in their personal and representative capacities (collectively, the “Company Parties”), from liability for) from, and Employee hereby waives, any and all claims, demands, liabilities, and causes of action, whether statutory or at common law, including any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, and all claims or causes of action of any kind related to Gobe’s ownership of any interest in any Company Party, Gobe’s employment with any Company Party, the termination of such employment, and any other acts or omissions related relating to any matter occurring that actually or allegedly occurred, whether known or unknown, on or prior to the date that Gobe executes Employee executed this Agreement, including including, (i) any alleged violation through such date of: (A) any federalthe Age Discrimination in Employment Act of 1967, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance as amended (including as amended by the Older Workers Benefit Protection Act); (B) Title VII of the Civil Rights Act of 1964, as amended, ; (C) the Civil Rights Act of 1991, ; (D) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (E) the Employee Retirement Income Security Act of 1974, as amended and (“ERISA”); (F) the Immigration Reform Control Act, as amended; (G) the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended; (C) the Immigration Reform Control Act, as amended; (DH) the National Labor Relations Act, as amended; (EI) the Occupational Safety and Health Act, as amended; (FJ) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (JK) any local, state, or federal anti-discrimination or anti-retaliation law; and (L) any other local, state state, or federal law, regulation regulation, or ordinanceordinance (including the Virginians with Disabilities Act, the Virginia Human Rights Act, the Virginia Equal Pay Act, the Virginia Genetic Testing Law, the Virginia Occupational Safety and Health Act, the Virginia Minimum Wage Act, the Virginia Payment of Wage Law, the Virginia Right to Work Law, the Maryland Equal Pay Act, and Title 20 of the State Government Article of the Maryland Annotated Code, all as amended); or (Kii) any public policy, contract, tort, or common law claim; (iiiii) any allegation for costs, fees, or other expenses expenses, including attorneys’ fees incurred in or with respect fees, related to a any Released Claim; (iiiiv) any and all rights, benefits or claims Gobe Employee may have arising under or as the result of any alleged breach of any contract (including the Employment Agreement, any offer letter, other employment contract, severance plan, or incentive or equity-based compensation plan, plan or equity based plan agreement (including the AICP)) with any Company Party Party; (including v) any award agreementand all claims arising from, or relating to the LTIP or Employee’s status as a holder of the phantom units described therein; (vi) any and all claims arising from, or relating to, the LP Agreement (as defined below) or to Employee’s status as a holder of the Holdings Units (as defined below) or any ownership interest other interests in Holdings, EVA, or any other Company Party, including the 2017 Plan, the 2020 Plan and the ProPetro Services, Inc. Second Amended and Restated Executive Severance Plan; and (ivvii) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Gobe Employee is simply agreeing that, in exchange for any consideration received by him Employee pursuant to Section 23, any and all potential claims of this nature that Gobe Employee may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised compromised, and waived. Notwithstanding the foregoing, the Released Claims do not include (I) any rights to indemnification, advancement of expenses incurred in connection with the same, or directors’ and officers’ liability insurance coverage that Gobe has under Delaware law, the charter, bylaws, other organizational documents and insurance policies of any Company Party or any agreement with any Company Party; and (II) any rights to enforce the terms of this Agreement, including those in Section 2(a) of this Agreement related to incentive compensation and equity. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES. (b) Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim, including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency, or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC or comparable state or local agency; however, Employee understands and agrees that Employee is waiving any and all rights to recover any monetary or personal relief or recovery as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actions. Further, in no event shall the Released Claims include (i) any claim that first arises after the date this Agreement is executed by Employee, including any claim to enforce Employee’s rights under this Agreement, or (ii) any claim to any vested benefits under ERISA, or (iii) any right to receive an award for information provided to any Governmental Authorities.

Appears in 1 contract

Samples: Separation Agreement (Enviva Partners, LP)

Complete Release of Claims. (a) In exchange for For good and valuable consideration, including the Company’s agreement to provide the consideration received by Gobe hereinset forth in Section 3 of the Separation Agreement (and any portion thereof), which consideration Gobe was not entitled to but for Gobe’s entry into this Agreement, Gobe Executive hereby releases, forever releases and discharges and forever acquits the Company, Parenteach of the other FINV Entities, and each of their respective Affiliates (as defined below) and parents, subsidiaries, and predecessors, successors, assigns or affiliated entities, along with each of the foregoing entities’ respective pastowners, present and future membersstockholders, partners (including general partners and limited partners), officers, directors, trustees, officersmembers, managers, employees, agents, attorneys, heirssuccessors, legal representativesadministrators, insurers, insurers and benefit plans (and their fiduciaries, administrators and trustees), and the successors trustees and assigns fiduciaries of the foregoingsuch plans, in their personal and representative capacities (collectively, collectively the “Confirming Release Company Parties”), from liability forfrom, and Executive hereby waives, waives any and all claims, demands, liabilities and causes of action, whether statutory or common law, including, but not limited to, any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements; and all claims or causes of action of any kind related to Gobe’s ownership of any interest in any Company Party, Gobe’s employment with any Company Party, the termination of such employment, and any other acts or omissions related relating to any matter occurring on or prior to the date that Gobe executes Executive executed this AgreementRelease, including including, without limitation, (i) any alleged violation through such date of: (A1) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, ; (2) the Civil Rights Act of 1991, ; (3) Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B4) the Employee Retirement Income Security Act of 1974, as amended; (C5) the Immigration Reform Control Act, as amended; (D6) the National Labor Relations ActAmericans with Disabilities Act of 1990, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G7) the Texas Labor Code (specifically including the Texas Payday Law, Law the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act)) and amendments to those laws; (H) any federal8) the Occupational Safety and Health Act, state or local wage and hour lawas amended; (I9) the Family and Medical Leave Act of 1993, as amended; (10) the Age Discrimination in Employment Act of 1967, as amendedamended (including as amended by the Older Workers Benefit Protection Act); (J11) any local, state or federal anti-discrimination or anti-retaliation law; (12) any other local, state or federal law, regulation or ordinance; or (Kii) any public policy, contract, tort, or common law claim; (iiiii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Gobe may have under any employment contract, severance plan, incentive compensation plan, or equity based plan with any Company Party (including any award agreement) or to any ownership interest in any Company Party, including the 2017 Plan, the 2020 Plan and the ProPetro Services, Inc. Second Amended and Restated Executive Severance Planmatters referenced herein; and (iv) any claim for compensation or benefits and all claims Executive may have arising as the result of any kind not expressly set forth in this Agreement alleged breach of any employment agreement, the Frank’s International N.V. 2013 Long-Term Incentive Plan (and any award granted thereunder) or any other contract, incentive compensation plan or agreement, or other compensation plan or agreement with any Company Party (collectively, the “Confirming Released Claims”). This Agreement Confirming Release is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Gobe Executive is simply agreeing that, in exchange for any the consideration received by him pursuant to Section 2as a result of his execution of this Confirming Release, any and all potential claims of this nature that Gobe Executive may have against the Confirming Release Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. (b) Notwithstanding this release of liability, nothing in this Confirming Release prevents Executive from filing any non-legally waivable claim, including a challenge to the validity of the Release with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency, or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC or comparable state or local agency; however, Executive understands and agrees that he is waiving any and all rights to recover any monetary or personal relief or recovery as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actions. Notwithstanding Further, in no event shall the foregoing, the Confirming Released Claims do not include any claim which arises after the date this Confirming Release is executed by Executive, including: (Ii) any claim to enforce Executive’s rights under the Separation Agreement or the Confidentiality Agreement; or (ii) any claim to indemnificationany vested benefits under an employee benefit plan governed by ERISA. Nothing in this Release limits Executive’s right, advancement of expenses incurred in connection with if any, to receive an award for information provided to the same, or directors’ and officers’ liability insurance coverage that Gobe has under Delaware law, the charter, bylaws, other organizational documents and insurance policies of any Company Party SEC or any agreement with any Company Party; and (II) any rights to enforce the terms of this Agreement, including those in Section 2(a) of this Agreement related to incentive compensation and equity. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIESother Government Agency.

Appears in 1 contract

Samples: Separation Agreement (Frank's International N.V.)

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Complete Release of Claims. (a) In exchange for the consideration received by Gobe Wxxxxx herein, which consideration Gobe Wxxxxx was not entitled to but for Gobe’s Wxxxxx’x entry into this Agreement, Gobe Wxxxxx hereby releases, discharges and forever acquits the Company, Parent, and their respective Affiliates (as defined below) and subsidiaries, and each of the foregoing entities’ respective past, present and future members, partners (including general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, benefit plans (and their fiduciaries, administrators and trustees), and the successors and assigns of the foregoing, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to Gobe’s Wxxxxx’ ownership of any interest in any Company Party, Gobe’s Wxxxxx’x employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Gobe Wxxxxx executes this Agreement, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended; (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and hour law; (I) the Age Discrimination in Employment Act of 1967, 1967 (including as amendedamended by the Older Workers Benefit Protection Act); (J) any other local, state or federal law, regulation or ordinance; or (K) any public policy, contract, tort, or common law claim; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Gobe Wxxxxx may have under any employment contract, severance plan, incentive compensation plan, or equity based plan with any Company Party (including any award agreement) or to any ownership interest in any Company Party, including the 2017 Plan, the 2020 Plan and the ProPetro Services, Inc. Second Amended and Restated Executive Severance Plan; and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. RatherRxxxxx, Gobe Wxxxxx is simply agreeing that, in exchange for any consideration received by him pursuant to Section 2, any and all potential claims of this nature that Gobe Wxxxxx may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Released Claims do not include (I) any rights to indemnification, advancement of expenses incurred in connection with the same, or directors’ and officers’ liability insurance coverage that Gobe Wxxxxx has under Delaware law, the charter, bylaws, other organizational documents and insurance policies of any Company Party or any agreement with any Company Party; and (II) any rights to enforce the terms of this Agreement, including those in Section 2(a) 2 of this Agreement related to incentive compensation and equity. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Appears in 1 contract

Samples: Resignation Agreement (ProPetro Holding Corp.)

Complete Release of Claims. (a) In exchange for For good and valuable consideration, including the consideration received by Gobe hereinset forth in Section 4 (and any portion thereof), which consideration Gobe was not entitled to but for Gobe’s entry into this Agreement, Gobe hereby releases, Executive forever releases and discharges and forever acquits the Company, Parent, and their respective Affiliates (as defined below) and subsidiaries, Company and each of the foregoing entities’ respective past, present and future members, partners (including general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, benefit plans (and their fiduciaries, administrators and trustees)other Company Parties from, and the successors and assigns of the foregoing, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and hereby Executive waives, any and all claims, demands, liabilities, and causes of action, whether statutory or at common law, including any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, and all claims or causes of action of any kind related to Gobe’s ownership of any interest in any Company Party, Gobe’s employment with any Company Party, the termination of such employment, and any other acts or omissions related relating to any matter occurring that actually or allegedly occurred, whether known or unknown, on or prior to the date that Gobe executes Executive executed this Agreement, including including, (i) any alleged violation through such date of: (A) any federalthe Family and Medical Leave Act of 1993, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including as amended; (B) Title VII of the Civil Rights Act of 1964, as amended, ; (C) the Civil Rights Act of 1991, ; (D) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; (E) the Employee Retirement Income Security Act of 1974, as amended and (“ERISA”); (F) the Immigration Reform Control Act, as amended; (G) the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended; (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (EH) the Occupational Safety and Health Act, as amended; (FI) the Family and Medical Leave Genetic Information Nondiscrimination Act of 19932008; (GJ) the Texas Fair Labor Code (specifically including the Texas Payday LawStandards Act of 1938, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act)as amended; (H) any federal, state or local wage and hour law; (IK) the Age Discrimination in Employment Act of 1967, as amendedamended (including as amended by the Older Workers Benefit Protection Act) (the “ADEA”); (JM) the Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, (N) any other local, state state, or federal anti-discrimination or anti-retaliation law; (O) any other local, state, or federal law, regulation regulation, or ordinanceordinance including under Maryland State law, the Maryland Equal Pay Act, and Title 20 of the State Government Article of the Maryland Annotated Code, all as amended; (P) any other local or state law, regulation, or ordinance in a state or jurisdiction where Executive worked on behalf of the Company or any of the other Company Parties; (Kii) any public policy, contract, tort, or common law claim, including any claim for defamation, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of any implied duty of good faith and fair dealing, breach of implied or express contract, breach of fiduciary duty or wrongful discharge; (iiiii) any allegation for costs, fees, or other expenses expenses, including attorneys’ fees incurred in or with respect fees, related to a any Released Claim; (iiiiv) any and all rights, benefits or claims Gobe Executive may have arising under or as the result of any employment contract, severance plan, incentive compensation plan, or equity based plan with alleged breach of any Company Party contract (including any award agreementoffer letter or employment contract (including the Employment Agreement), or incentive or equity-based compensation plan or agreement (including the LTIP, Grant Agreements, and Other RSU Award Agreements (as defined below))) with the Company or to any ownership interest in any other Company Party, including the 2017 Plan, the 2020 Plan and the ProPetro Services, Inc. Second Amended and Restated Executive Severance Plan; and (ivv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement Agreement; and (vi) any and all claims arising from, or relating to, the LTIP or Executive’s status as a holder of the phantom units or stock described therein or any other claims, whether direct or derivative, arising from being an equity holder of any Company Party (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Gobe Xxxxxxxxx is simply agreeing that, in exchange for any consideration received by him Executive pursuant to Section 24, any and all potential claims of this nature that Gobe Executive may have against the Company and any other Company Parties, regardless of whether they actually exist, are expressly settled, compromised compromised, and waived. Notwithstanding the foregoing, the Released Claims do not include (I) any rights to indemnification, advancement of expenses incurred in connection with the same, or directors’ and officers’ liability insurance coverage that Gobe has under Delaware law, the charter, bylaws, other organizational documents and insurance policies of any Company Party or any agreement with any Company Party; and (II) any rights to enforce the terms of this Agreement, including those in Section 2(a) of this Agreement related to incentive compensation and equity. THIS RELEASE INCLUDES MATTERS KNOWN OR UNKNOWN AND ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY OR COMPANY PARTIES. (b) Notwithstanding this release of liability, nothing in this Agreement prevents Executive from filing any non-legally waivable claim, including a challenge to the validity of this Agreement or the ADEA release contained herein, with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency, or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC or comparable state or local agency; however, Executive understands and agrees that Executive is waiving any and all rights to recover any monetary or personal relief or recovery from any Company Party as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actions. Further, nothing herein prohibits or restricts Executive from filing a charge or complaint with, or cooperating in any investigation with, or making disclosures to, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other securities regulatory agency or authority, and nothing herein will require Executive to inform any Company Party that he has made such a charge, complaint or disclosure or that he is engaging in such cooperation. (c) In no event shall the Released Claims include (i) any claim that first arises after the date this Agreement is executed by Executive, including any claim to enforce Executive’s rights under this Agreement; (ii) any claim to any vested benefits under ERISA that cannot be released pursuant to ERISA; (iii) any right to receive an award for information provided to any Governmental Authorities; or (iv) rights to indemnification as an officer of Enviva Inc. (including under Executive’s Indemnification Agreement with Enviva Inc. dated December 31, 2021) or the Company or as an insured under any directors and officers insurance policy of either of them. Nothing herein prevents Executive from seeking unemployment insurance or workers’ compensation benefits; provided, however, the Company may provide truthful information in response to any application for such benefits. (d) Executive confirms that Executive has no known workplace injuries or occupational diseases.

Appears in 1 contract

Samples: Separation and General Release Agreement (Enviva Inc.)

Complete Release of Claims. (a) In exchange for For good and valuable consideration, including the Company’s agreement to provide the consideration received by Gobe hereinset forth in Sections 3 of the Agreement and Section 11. 1 of the Confidentiality Agreement (and any portion thereof), which consideration Gobe was not entitled to but for Gobe’s entry into this Agreement, Gobe Executive hereby releases, forever releases and discharges and forever acquits the Company, Parenteach of the other FINV Entities, and each of their respective Affiliates (as defined below) and parents, subsidiaries, and predecessors, successors, assigns or affiliated entities, along with each of the foregoing entities’ respective pastowners, present and future membersstockholders, partners (including general partners and limited partners), officers, directors, trustees, officersmembers, managers, employees, agents, attorneys, heirssuccessors, legal representativesadministrators, insurers, insurers and benefit plans (and their fiduciaries, administrators and trustees), and the successors trustees and assigns fiduciaries of the foregoingsuch plans, in their personal and representative capacities (collectively, collectively the “Confirming Release Company Parties”), from liability forfrom, and Executive hereby waives, waives any and all claims, demands, liabilities and causes of action, whether statutory or common law, including, but not limited to, any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements; and all claims or causes of action of any kind related to Gobe’s ownership of any interest in any Company Party, Gobe’s employment with any Company Party, the termination of such employment, and any other acts or omissions related relating to any matter occurring on or prior to the date that Gobe executes Executive executed this AgreementRelease, including including, without limitation, (i) any alleged violation through such date of: (A1) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, ; (2) the Civil Rights Act of 1991, ; (3) Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B4) the Employee Retirement Income Security Act of 1974, as amended; (C5) the Immigration Reform Control Act, as amended; (D6) the National Labor Relations ActAmericans with Disabilities Act of 1990, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G7) the Texas Labor Code (specifically including the Texas Payday Law, Law the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act)) and amendments to those laws; (H) any federal8) the Occupational Safety and Health Act, state or local wage and hour lawas amended; (I9) the Family and Medical Leave Act of 1993, as amended; (10) the Age Discrimination in Employment Act of 1967, as amendedamended (including as amended by the Older Workers Benefit Protection Act); (J11) any local, state or federal anti-discrimination or anti-retaliation law; (12) any other local, state or federal law, regulation or ordinance; or (Kii) any public policy, contract, tort, or common law claim; (iiiii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Gobe may have under any employment contract, severance plan, incentive compensation plan, or equity based plan with any Company Party (including any award agreement) or to any ownership interest in any Company Party, including the 2017 Plan, the 2020 Plan and the ProPetro Services, Inc. Second Amended and Restated Executive Severance Planmatters referenced herein; and (iv) any claim for compensation or benefits and all claims Executive may have arising as the result of any kind not expressly set forth in this Agreement alleged breach of any employment agreement, the Frank’s International N.V. 2013 Long-Term Incentive Plan (and any award granted thereunder) or any other contract, incentive compensation plan or agreement, or other compensation plan or agreement with any Company Party (collectively, the “Confirming Released Claims”). This Agreement Confirming Release is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Gobe Executive is simply agreeing that, in exchange for any the consideration received by him pursuant to Section 2as a result of his execution of this Confirming Release, any and all potential claims of this nature that Gobe Executive may have against the Confirming Release Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. (b) Notwithstanding this release of liability, nothing in this Confirming Release prevents Executive from filing any non-legally waivable claim, including a challenge to the validity of the Release with the Equal Employment Opportunity Commission (“EEOC”) or comparable state or local agency, or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC or comparable state or local agency; however, Executive understands and agrees that he is waiving any and all rights to recover any monetary or personal relief or recovery as a result of such EEOC or comparable state or local agency proceeding or subsequent legal actions. Notwithstanding Further, in no event shall the foregoing, the Confirming Released Claims do not include any claim which arises after the date this Confirming Release is executed by Executive, including: (Ii) any claim to enforce Executive’s rights under the Separation Agreement or the Confidentiality Agreement; or (ii) any claim to indemnificationany vested benefits under an employee benefit plan governed by ERISA or for benefits under the Texas Labor Code for unemployment compensation. Nothing in this Release limits Executive’s right, advancement of expenses incurred in connection with if any, to receive an award for information provided to the same, or directors’ and officers’ liability insurance coverage that Gobe has under Delaware law, the charter, bylaws, other organizational documents and insurance policies of any Company Party SEC or any agreement with any Company Party; and (II) any rights to enforce the terms of this Agreement, including those in Section 2(a) of this Agreement related to incentive compensation and equity. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIESother Government Agency.

Appears in 1 contract

Samples: Transition and Separation Agreement (Frank's International N.V.)

Complete Release of Claims. (a) In exchange for the consideration received by Gobe Xxxxxxx herein, which consideration Gobe Xxxxxxx was not entitled to but for Gobe’s Xxxxxxx’x entry into this AgreementAgreement and, Gobe if applicable, the Confirming Release, Xxxxxxx hereby releases, discharges and forever acquits the Company, Parent, Company and their respective its Affiliates (as defined below) and subsidiaries, and each of the foregoing entities’ respective past, present and future members, partners (including general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, benefit plans (and their fiduciaries, administrators and trustees), and the successors and assigns of the foregoing, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to Gobe’s Xxxxxxx’x ownership of any interest in any Company Party, Gobe’s Xxxxxxx’x employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Gobe Xxxxxxx executes this Agreement, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amendedamended (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (J) any other local, state or federal law, regulation or ordinance; or (KJ) any public policy, contract, tort, or common law claim; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Gobe Xxxxxxx may have under any employment contract, severance plan, incentive compensation plan, or equity equity-based plan with any Company Party (including any award agreement) or to any ownership interest in any Company Party, including the 2017 Plan, the 2020 Plan and the ProPetro Services, Inc. Second Amended and Restated Executive Severance Plan; and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Gobe Xxxxxxx is simply agreeing that, in exchange for any consideration received by him pursuant to Section 2, any and all potential claims of this nature that Gobe Xxxxxxx may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Released Claims do not include (I) any existing rights to indemnification, indemnification and advancement of expenses incurred in connection with the same, or directors’ and officers’ liability insurance coverage same that Gobe Xxxxxxx has under Delaware law, the charter, bylaws, other organizational documents and insurance policies of any Company Party law or any agreement with any Company Party; and (II) any rights to enforce the terms of this Agreement, including those in Section 2(a) of this Agreement related to incentive compensation and equityCompany. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Appears in 1 contract

Samples: Separation Agreement (ProPetro Holding Corp.)

Complete Release of Claims. (a) In exchange for the consideration received by Gobe Xxxxxx herein, which consideration Gobe Xxxxxx was not entitled to but for Gobe’s Xxxxxx’x entry into this Agreement, Gobe Xxxxxx hereby releases, discharges and forever acquits the Company, Parent, Company and their respective its Affiliates (as defined below) and subsidiaries, and each of the foregoing entities’ respective past, present and future members, partners (including general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, benefit plans (and their fiduciaries, administrators and trustees), and the successors and assigns of the foregoing, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to Gobe’s Xxxxxx’x ownership of any interest in any Company Party, Gobe’s Xxxxxx’x employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Gobe Xxxxxx executes this Agreement, including any alleged violation through the date that Xxxxxx executes this Agreement, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including the Age Discrimination in Employment Act of 1967, as amended (including as amended by the Older Workers Benefit Protection Act), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amendedamended (“ERISA”); (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (J) any other local, state or federal law, regulation or ordinance; or (KJ) any public policy, contract, tort, or common law claim; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Gobe Xxxxxx may have under any employment contract, severance plan, incentive compensation plan, plan or equity equity-based plan with any Company Party (including any award agreement) or to any ownership interest in any Company Party, including the 2017 Plan, the 2020 Plan and the ProPetro Services, Inc. Second Amended and Restated Executive Severance Plan; and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Gobe Xxxxxx is simply agreeing that, in exchange for any consideration received by him pursuant to Section 2, any and all potential claims of this nature that Gobe Xxxxxx may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Released Claims do not include (I) any rights to indemnification, advancement of expenses incurred in connection with the same, or directors’ and officers’ liability insurance coverage that Gobe has under Delaware law, the charter, bylaws, other organizational documents and insurance policies of any Company Party or any agreement with any Company Party; and (II) any rights to enforce the terms of this Agreement, including those in Section 2(a) of this Agreement related to incentive compensation and equity. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Appears in 1 contract

Samples: Separation and General Release Agreement (ProPetro Holding Corp.)

Complete Release of Claims. (a) In exchange for For good and valuable consideration, including the consideration received by Gobe hereinset forth in Section 2 herein (and any portion thereof), which consideration Gobe was not entitled to but for Gobe’s entry into this Agreement, Gobe hereby releases, Employee forever releases and discharges and forever acquits the Company, ParentSelect, and Rockwater Energy Solutions, LLC, Rockwater Energy Solutions Administrative Services, LLC, each of their respective Affiliates (as defined below) and subsidiariesaffiliates, and each of the foregoing entities’ respective past, present present, and future membersparents, partners (including general partners and limited subsidiaries, predecessors, successors, affiliates, assigns, owners, shareholders, partners), officers, directors, trustees, officersmembers, managers, employees, trustees, representatives, agents, attorneys, heirssuccessors, legal representativesadministrators, fiduciaries, insurers, and benefit plans (and their fiduciaries, administrators and trustees), and the successors trustees and assigns fiduciaries of the foregoingsuch plans (each a “Company Party” and, in their personal and representative capacities (collectively, the “Company Parties”), from liability forin their personal and representative capacities from, and hereby Employee waives, any and all claims, demands, liabilities, and causes of action, whether statutory or at common law, including any claim for salary, benefits, payments, expenses, costs, damages, penalties, compensation, remuneration, contractual entitlements, and all claims or causes of action of any kind related to Gobe’s ownership of any interest in any Company Party, Gobe’s employment with any Company Party, the termination of such employment, and any other acts or omissions related relating to any matter occurring that actually or allegedly occurred, whether known or unknown, on or prior to the date that Gobe executes this AgreementSigning Date, including including, (i) any alleged violation through such date of: (A) any federalthe Family and Medical Leave Act of 1993, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including as amended; (B) Title VII of the Civil Rights Act of 1964, as amended, ; (C) the Civil Rights Act of 1991, ; (D) Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (BE) the Employee Retirement Income Security Act of 1974, as amendedamended (“ERISA”); (CF) the Immigration Reform Control Act, as amended; (DG) the Americans US 9340655 ​ with Disabilities Act of 1990, as amended; (H) the National Labor Relations Act, as amended; (EI) the Occupational Safety and Health Act, as amended; (FJ) the Family and Medical Leave Genetic Information Nondiscrimination Act of 19932008; (GK) the Fair Labor Standards Act of 1938, as amended; (L) the Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act; (M) any local, state, or federal anti-discrimination or anti-retaliation law; (N) any other local, state, or federal law, regulation, or ordinance including the laws of the State of Texas and the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); and (H) any federal, state or local wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (JO) any other locallocal or state law, regulation, or ordinance in a state or federal law, regulation jurisdiction where Employee worked on behalf of the Company or ordinanceany of the other Company Parties; or (Kii) any claim for any alleged violation of any public policy, contract, tort, or common law claimlaw, including any claim for defamation, slander, libel, negligence, emotional distress, fraud or misrepresentation of any kind, promissory estoppel, breach of the covenant or implied duty of good faith and fair dealing, breach of implied or express contract, interference with contractual relations or prospective business advantage, invasion of privacy, breach of fiduciary duty or wrongful discharge; (iiiii) any allegation for costs, fees, or other expenses expenses, including attorneys’ fees incurred in or with respect fees, related to a any Released Claim; (iiiiv) any and all rights, benefits or claims Gobe Employee may have arising under or as the result of any alleged breach of any contract (including the Employment Agreement (as defined below) and any other offer letter, employment contract, severance plan, or incentive or equity-based compensation plan, plan or equity based plan with any Company Party (including any award agreement) with the Company or to any ownership interest in any other Company Party, including the 2017 Plan, the 2020 Plan and the ProPetro Services, Inc. Second Amended and Restated Executive Severance Plan; and (ivv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement Agreement; and (vi) any and all claims arising from, or relating to, the Select Energy Services, Inc. 2016 Equity Incentive Plan (the “Plan”) or any Equity Award (as defined below) or any grants or awards made under the Plan, or arising from or relating to Employee’s status as a holder of performance share units or shares of restricted stock, or otherwise arising (whether directly or derivately) as the result of Employee being a holder of any shares, units, equity or interest in any Company Party (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Gobe Employee is simply agreeing that, in exchange for any consideration received by him Employee pursuant to Section 22 (and any portion thereof), any and all potential claims of this nature that Gobe Employee may have against the Company or the other Company Parties, regardless of whether they actually exist, are expressly settled, compromised compromised, and waived. Notwithstanding the foregoing, the Released Claims do not include (I) any rights to indemnification, advancement of expenses incurred in connection with the same, or directors’ and officers’ liability insurance coverage that Gobe has under Delaware law, the charter, bylaws, other organizational documents and insurance policies of any Company Party or any agreement with any Company Party; and (II) any rights to enforce the terms of this Agreement, including those in Section 2(a) of this Agreement related to incentive compensation and equity. THIS RELEASE INCLUDES MATTERS KNOWN OR UNKNOWN AND ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY OR COMPANY PARTIES. (b) Notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim, including a challenge to the validity of this Agreement, with the Equal Employment Opportunity Commission (“EEOC”), Securities and Exchange Commission, or other governmental agency or governmental authority (collectively, “Governmental Authorities”), or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC, Securities and Exchange Commission, or other Governmental Authority; however, Employee understands and agrees that Employee is waiving any and all rights to recover any monetary or personal relief or recovery from any Company Party as a result of such EEOC, Securities and Exchange Commission, or other Governmental Authority proceeding or subsequent legal actions. Further, in no event shall the Released Claims include (i) any claim that first arises after the Signing Date, including any claim to enforce Employee’s rights under this Agreement; (ii) any claim to any vested benefits under US 9340655 ​ ERISA that cannot be released pursuant to ERISA; (iii) any rights to severance pay or benefits pursuant to the terms of this Agreement; or (iv) any right to receive an award for information provided to any Governmental Authorities. In addition, nothing herein prevents Employee from seeking workers’ compensation or unemployment insurance benefits.

Appears in 1 contract

Samples: Transition and Separation Agreement (Select Energy Services, Inc.)

Complete Release of Claims. (a) In exchange for the consideration received by Gobe Executive herein, which consideration Gobe Executive was not entitled to but for GobeExecutive’s entry into this AgreementAgreement and the Confirming Release, Gobe Executive hereby releases, discharges and forever acquits the Company, Parent, Company and their respective its Affiliates (as defined below) and subsidiaries, and each of the foregoing entities’ respective past, present and future members, partners (including general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, benefit plans (and their fiduciaries, administrators and trustees), and the successors and assigns of the foregoing, in their personal and representative capacities (each a “Company Party” and collectively, the “Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to GobeExecutive’s ownership of any interest in any Company Party, GobeExecutive’s employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Gobe Executive executes this Agreement, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended; (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (J) any other local, state or federal law, regulation or ordinance; or (K) any public policy, contract, tort, or common law claim; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Gobe Executive may have under any employment contract, severance plan, incentive compensation plan, or equity equity-based plan with any Company Party (including any award agreement) or to any ownership interest in any Company Party, including the 2017 Plan, the 2020 Plan and the ProPetro Services, Inc. Second Amended and Restated Executive Severance Plan; and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Gobe Executive is simply agreeing that, in exchange for any consideration received by him pursuant to Section 2, any and all potential claims of this nature that Gobe Executive may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Released Claims do not include (I) any existing rights to indemnification, indemnification and advancement of expenses incurred in connection with the same, or directors’ and officers’ liability insurance coverage same that Gobe Executive has under Delaware law, the charter, bylaws, other organizational documents and insurance policies of any Company Party law or any agreement with any Company Party; and (II) any rights to enforce the terms of this Agreement, including those in Section 2(a) of this Agreement related to incentive compensation and equityCompany. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Appears in 1 contract

Samples: Transition Agreement (Cirrus Logic, Inc.)

Complete Release of Claims. (a) In exchange for the consideration received by Gobe Holderness herein, a portion of which consideration Gobe Holderness was not entitled to but for GobeHolderness’s entry into this AgreementAgreement and the Confirming Release, Gobe Holderness hereby releases, discharges and forever acquits the Company, Parent, Company and their respective its Affiliates (as defined below) and subsidiaries, and each of the foregoing entities’ respective past, present and future members, partners (including general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, benefit plans (and their fiduciaries, administrators and trustees), and the successors and assigns of the foregoing, in their personal and representative capacities (collectively, the “Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related to Gobe’s Holderness’ ownership of any interest in any Company Party, GobeHolderness’s employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that Gobe Holderness executes this Agreement, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of 1974, as amended; (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) the Family and Medical Leave Act of 1993; (G) the Texas Labor Code (specifically including the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 of the Texas Labor Code, and the Texas Whistleblower Act); (H) any federal, state or local wage and hour law; (I) the Age Discrimination in Employment Act of 1967, as amended; (J) any other local, state or federal law, regulation or ordinance; or (K) any public policy, contract, tort, or common law claim; (ii) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Gobe Holderness may have under any employment contract, severance plan, incentive compensation plan, or equity based plan with any Company Party (including any award agreement) or to any ownership interest in any Company Party, including the 2017 Plan, the 2020 Plan and the ProPetro Services, Inc. Second Amended and Restated Executive Severance Plan; and (iv) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Gobe Holderness is simply agreeing that, in exchange for any consideration received by him pursuant to Section 2, any and all potential claims of this nature that Gobe Holderness may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Released Claims do not include (I) any rights to indemnification, advancement of expenses incurred in connection with the same, or directors’ and officers’ liability insurance coverage that Gobe Holderness has under Delaware law, the charter, bylaws, other organizational documents and insurance policies of any Company Party or any agreement with any Company Party; and (II) any rights to enforce the terms of this Agreement, including those in Section 2(a) of this Agreement related to incentive compensation and equity. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

Appears in 1 contract

Samples: Separation Agreement (ProPetro Holding Corp.)

Complete Release of Claims. (a) In exchange for For good and valuable consideration, including the consideration received by Gobe hereinprovided herein (and any portion thereof) Employee, which consideration Gobe was not entitled on behalf of Employee and Employee’s successors, heirs, affiliates, estate, assigns, and anyone purporting to but for Gobe’s entry into this Agreementclaim through or on behalf of Employee, Gobe hereby forever releases, discharges and forever acquits the Company, ParentGMR, and each of their respective Affiliates (as defined below) direct and subsidiariesindirect subsidiaries and other affiliates, and each of the foregoing entities’ respective past, present and future former affiliates, shareholders, members, partners (including general partners and limited managers, partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representativespredecessors, insurerssuccessors and assigns, in their personal and representative capacities, as well as all employee benefit plans (maintained by the Company or any of its affiliates and their fiduciaries, all fiduciaries and administrators and trustees), and the successors and assigns of the foregoingany such plans, in their personal and representative capacities (each, a “Company Party” and collectively, the “Company Parties”), from liability for, and Employee hereby waives, any and all claims, damages, or causes of action of any kind related to Gobe’s ownership of any interest in any Company Party, GobeEmployee’s employment or affiliation with any Company Party, the termination of such employmentemployment or affiliation, any equity or other interest held in any Company Party, and any other acts or omissions related to any matter occurring or existing on or prior to the date that Gobe executes this AgreementSigning Date, whether arising under federal or state laws or the laws of any other jurisdiction, and whether known or unknown, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act); (B) Title VII of the Civil Rights Act of 1964, as amended, ; (C) the Civil Rights Act of 1991, ; (D) Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (BE) the Employee Retirement Income Security Act of 1974, as amended1974 (“ERISA”); (CF) the Immigration Reform Control Act, as amended; (DG) the National Labor Relations Act, as amendedAmericans with Disabilities Act of 1990; (EH) the Occupational Safety and Health Act, as amended; (FI) the Family and Medical Leave Act of 1993; (GJ) the Texas Labor Code Sxxxxxxx-Xxxxx Act of 2002 and the Dxxx Xxxxx Wall Street Reform and Consumer Protection Act of 2010; (specifically including K) the Texas Payday Law, the Texas Anti-Retaliation Act, Chapter 21 Maryland Equal Pay Act or Title 20 of the Texas Labor State Government Article of the Maryland Annotated Code, and the Texas Whistleblower Act); (HL) the Worker Adjustment and Retraining Notification Act; (M) any federallocal, state state, or local wage and hour federal anti-discrimination or anti-retaliation law; and (I) the Age Discrimination in Employment Act of 1967, as amended; (JN) any other local, state state, or federal law, regulation regulation, or ordinance; or (Kii) any public policy, contract, tort, or common law claim, including claims for breach of fiduciary duty, fraud, misrepresentation, breach of implied or express contract, breach of implied covenant of good faith and fair dealing, wrongful discharge or termination, promissory estoppel, infliction of emotional distress, or tortious interference; (iiiii) any allegation claim for costs, fees, or other expenses expenses, including attorneys’ fees incurred in or with respect fees, related to a any Released ClaimClaim (as defined below); (iiiiv) any and all rights, benefits or claims Gobe Employee may have arising under or as the result of any employment contractalleged breach of any contract (including the Employment Agreement) or any incentive or equity-based compensation plan or agreement (including the LTIP and any awards or agreements issued pursuant thereto), severance plan, incentive compensation plan, or equity based plan with any Company Party Party; (including v) any award agreementclaim (whether direct or derivative) arising from, or to relating to, Employee’s status as a holder of any ownership interest equity or other interests in the Company, GMR or any other Company Party, including the 2017 Plan, the 2020 Plan and the ProPetro Services, Inc. Second Amended and Restated Executive Severance Plan; and (ivvi) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Gobe is simply agreeing that, in exchange for any consideration received by him pursuant to Section 2, any and all potential claims of this nature that Gobe may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Released Claims do not include (I) any rights to indemnification, advancement of expenses incurred in connection with the same, or directors’ and officers’ liability insurance coverage that Gobe has under Delaware law, the charter, bylaws, other organizational documents and insurance policies of any Company Party or any agreement with any Company Party; and (II) any rights to enforce the terms of this Agreement, including those in Section 2(a) of this Agreement related to incentive compensation and equity. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES. (b) In no event shall the Released Claims include (i) any claim to vested benefits under an employee benefit plan that is subject to ERISA and that cannot be released pursuant to ERISA; (ii) any claim that may first arise after the Signing Date; (iii) any claim to enforce Employee’s rights under this Agreement; (iv) future claims of sexual harassment or retaliation for reporting or asserting a right or remedy based on sexual harassment; or (v) any claims that cannot be waived as a matter of law, including claims for unemployment compensation benefits or workers’ compensation insurance benefits; provided, however, Employee acknowledges that the Company and any other Company Party may provide truthful information in response to any application for such benefits. (c) Further notwithstanding this release of liability, nothing in this Agreement prevents Employee from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”), the Securities and Exchange Commission (“SEC”) or other governmental agency or participating in any investigation or proceeding conducted by the EEOC, SEC or other federal, state or local governmental agency or commission (each a “Governmental Agency” and collectively “Governmental Agencies”) or cooperating with such agency; however, Employee understands and agrees that, to the extent permitted by law, Employee is waiving any and all rights to recover from any of the Company Parties based on any of the Released Claims, including any relief that may result from any Governmental Agency proceeding or subsequent legal actions. Nothing herein waives Employee’s right to receive an award for information provided to a Governmental Agency (including, for the avoidance of doubt, any monetary award or bounty from any governmental agency or regulatory or law enforcement authority in connection with any protected “whistleblower” activity), and nothing herein or in any other agreement between Employee and any Company Party shall prohibit or restrict Employee from (i) initiating communications directly with, cooperating with, providing information or making statements to, causing information to be provided to, or otherwise assisting in an investigation by, any Governmental Agency; (ii) responding to any inquiry or legal process directed to Employee from any Governmental Agency; (iii) testifying, participating or otherwise assisting in any action or proceeding by any Governmental Agency; or (iv) making any disclosures that are protected under the whistleblower provisions of any applicable law. Nothing in this Agreement requires Employee to obtain prior authorization before engaging in any conduct described in this Section 4(c) or to notify any Company Party that Employee has engaged in any such conduct.

Appears in 1 contract

Samples: Transition and Separation Agreement (Global Medical REIT Inc.)

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