Common use of Complete Release Clause in Contracts

Complete Release. (a) In consideration of those payments and benefits listed above which are payable only under this Separation Agreement, Executive agrees to and hereby does knowingly and voluntarily release and discharge the Company, Western Union, their subsidiaries and Affiliates, their agents, executives, directors, officers, employees, and their predecessors and successors, including the subsidiaries, Affiliates, agents, executives, directors, officers and employees of such predecessors and successors, (the “Released Parties”), from any and all claims, causes of action and demands of any kind, whether known or unknown, which Executive has, ever has had, or ever in the future may have and which are based on acts or omissions occurring up to and including the date of this Separation Agreement. Included in the release set forth in the preceding sentence, without limiting its scope, are claims arising under Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, and the Age Discrimination in Employment Act of 1967 (“ADEA”), each as amended, as well as any other federal, state or local employment or labor laws, wrongful discharge or employment claims, as well as any claims in contract, tort, or common law, and which are related to Executive’s employment with the Company, Western Union, and/or their subsidiaries and Affiliates or the termination of that employment (the “Claims”). The terms “Claims” is intended to be broad and all-encompassing and is not limited to those claims specifically cited in the foregoing sentence. Executive does not waive claims, causes of action or demands of any kind that may arise after the date this Separation Agreement is executed and which are based on acts or omissions occurring after such date, or claims, causes of action, or demands which by law cannot be released by private agreement between the Company and the Executive. The foregoing release shall not apply to (i) Executive’s right to indemnification under the Company’s bylaws or otherwise, (ii) rights to directors and officers liability insurance (to the extent eligible), (iii) obligations of the Company created by this Separation Agreement, or (iv) claims, causes of action or demands of any kind that may arise after the date this Separation Agreement is executed and which are based on acts or omissions occurring after such date. Furthermore, notwithstanding the foregoing, nothing in this Separation Agreement waives a claim which by law cannot be waived. (b) Executive further agrees that while nothing in this Separation Agreement shall limit Executive’s right to maintain a pending charge of discrimination, or file a future charge of discrimination, with any federal, state or local governmental agency relating to Executive’s employment with the Company and/or participate in any proceeding relating to any action or Executive’s employment, whether brought by an agency or by another on Executive’s behalf, Executive expressly waives by this Separation Agreement the right to recover monetary damages and any other relief personal to Executive if such charge, lawsuit or action is pursued. Notwithstanding this provision, Executive may bring a claim against the Company to enforce this Separation Agreement or to challenge the validity of this Separation Agreement under ADEA. (c) While the Released Parties do not intend to release and discharge any claims or causes of action against Executive under this Separation Agreement, the Released Parties acknowledge that, as of the date of this Separation Agreement, the Released Parties are not aware of any claims or causes of action or demands of any kind which any of the Released Parties could assert against Executive based on Executive’s acts or omissions occurring up to and including the date of this Separation Agreement.

Appears in 1 contract

Samples: Separation Agreement (Western Union CO)

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Complete Release. (a) In consideration of those payments and benefits listed above which are payable only under this Separation provided in the Agreement beyond the $5,000 (gross) specified in paragraphs 16 and 22 of the Agreement, Executive agrees to and hereby does knowingly and voluntarily release and discharge the Company, Western Union, their subsidiaries and Affiliates, their agents, executives, directors, officers, employees, and their predecessors and successors, including the subsidiaries, Affiliates, agents, executives, directors, officers and employees of such predecessors and successors, (the “Released Parties”), from any and all claims, causes of action and demands of any kind, whether known or unknown, which Executive has, ever has had, or ever in the future may have and which are based on acts acts, omissions or omissions events occurring up to and including the date of this Separation AgreementSupplemental Release. Included in the release set forth in the preceding sentence, without limiting its scope, are claims arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 19741974 (“ERISA”), and the Age Discrimination in Employment Act of 1967 (“ADEA”), each as amended, as well as any other federal, state or local employment or labor laws, wrongful discharge or other statutory employment law claims, as well as any claims in contract, tort, or common law, and which are related to Executive’s employment with the Company, Western Union, and/or their subsidiaries and Affiliates or the termination of that employment (the “Claims”). The terms term “Claims” is intended to be broad and all-encompassing and is not limited to those claims specifically cited in the foregoing sentence. Notwithstanding the foregoing, Executive does not waive claims, causes of action or demands of any kind to enforce the Agreement; claims, causes of action or demands that may arise after the date this Separation Agreement Supplemental Release is executed and which are based on acts or omissions occurring after such date, the date this Supplemental Release is signed; or claims, causes of action, action or demands which by law cannot be released by private agreement between the Company employer and the Executive. The foregoing release shall employee, including but not apply limited to (i) Executive’s any claim for any accrued benefits to which Executive has a non-forfeitable right to indemnification under the Company’s bylaws or otherwise, (ii) rights to directors and officers liability insurance (to the extent eligible), (iii) obligations of the Company created by this Separation Agreement, or (iv) claims, causes of action or demands of any kind that may arise after the date this Separation Agreement is executed and which are based on acts or omissions occurring after such dateERISA retirement benefit plan. Furthermore, notwithstanding the foregoing, nothing in this Separation Agreement Supplemental Release waives Executive’s rights to indemnification in accordance with Western Union’s bylaws, waives Executive’s rights to directors and officers liability insurance coverage (subject to the terms of the applicable insurance policies) or waives a claim which by law cannot be waived. (b) Executive further agrees that while nothing in this Separation Agreement shall limit Executive’s right to maintain a pending charge of discrimination, or file a future charge of discrimination, with any federal, state or local governmental agency relating to Executive’s employment with the Company and/or participate in any proceeding relating to any action or Executive’s employment, whether brought by an agency or by another on Executive’s behalf, Executive expressly waives by this Separation Agreement the right to recover monetary damages and any other relief personal to Executive if such charge, lawsuit or action is pursued. Notwithstanding this provision, Executive may bring a claim against the Company to enforce this Separation Agreement or to challenge the validity of this Separation Agreement under ADEA. (c) While the Released Parties do not intend to release and discharge any claims or causes of action against Executive under this Separation Agreement, the The Released Parties acknowledge that, as of the date of this Separation AgreementSupplemental Release, the Released Parties are not aware of any claims or causes of action or demands of any kind which any of the Released Parties could assert against Executive based on Executive’s acts or omissions occurring up to and including the date of this Separation AgreementSupplemental Release.

Appears in 1 contract

Samples: Separation Agreement (Western Union CO)

Complete Release. (a) In consideration of those payments and benefits listed in Paragraph 1(a) and 1(b) above which are payable only under this Separation Agreement, Executive agrees to and hereby does knowingly and voluntarily release and discharge the Company, Western Union, their subsidiaries and Affiliates, their agents, executives, directors, officers, employees, and their predecessors and successors, including the subsidiaries, Affiliates, agents, executives, directors, officers and employees of such predecessors and successors, successors (the “Released Parties”), from any and all claims, causes of action and demands of any kind, whether known or unknown, which Executive has, has or ever has had, or ever in the future may have had and which are based on acts or omissions occurring up to and including the date of this Separation Agreement. Included in the release set forth in the preceding sentence, without limiting its scope, are claims arising under Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, and the Age Discrimination in Employment Act of 1967 (“ADEA”), each as amended, as well as any other federal, state or local employment or labor laws, wrongful discharge or employment claims, as well as any claims in contract, tort, or common law, and which are related to Executive’s employment with the Company, Western Union, and/or their subsidiaries and Affiliates or the termination of that employment (the “Claims”). The terms “Claims” is Exhibit 10.1 intended to be broad and all-encompassing and is not limited to those claims specifically cited in the foregoing sentence. Furthermore, notwithstanding the foregoing, nothing in this Agreement waives a claim which by law cannot be waived. Executive further acknowledges and agrees that the payments under this Agreement shall be in lieu of any severance benefits that may be payable to Executive under Western Union’s Severance / Change in Control Policy (Executive Committee Level) (“Severance Policy”) upon Executive’s separation from employment with the Company and Executive therefore hereby waives any severance benefits to which Executive may be entitled under the Severance Policy upon Executive’s separation from employment. In addition, Executive acknowledges and agrees that all outstanding awards Executive has received under Western Union’s 2006 Long-Term Incentive Plan (“LTIP”) shall be governed by the terms of the applicable award agreements as they apply to an award holder who is not eligible for benefits under the Severance Policy and who has voluntarily terminated employment with or service to the Company effective on the Separation Date. Accordingly, Executive acknowledges and agrees that Executive’s restricted stock unit award granted August 2, 2010, cash performance grant award granted August 2, 2010, performance share unit award granted February 24, 2011, and nonqualified stock option award granted February 24, 2011 shall all be forfeited in their entirety and cancelled by Western Union effective on the Separation Date. With respect to Executive’s nonqualified stock option award granted August 2, 2010, such award shall cease to vest on the Separation Date and the unvested portion of such award shall be forfeited and cancelled by Western Union as of the Separation Date. The portion of Executive’s August 2, 2010 nonqualified stock option award that is vested as of the Separation Date may be exercised by Executive until the close of the New York Stock Exchange (“NYSE”) on the 30th calendar day following the Separation Date (or if the NYSE is closed on such date, until the close of the NYSE on the next following day on which the NYSE is open), after which time such option shall be forfeited and cancelled by Western Union. Executive does not waive claims, causes of action or demands of any kind that may arise after the date this Separation Agreement is executed and which are based on acts or omissions occurring after such date, or claims, causes of action, or demands which by law cannot be released by private agreement between the Company and the Executive. The foregoing release shall not apply to (i) Executive’s right to indemnification under the Company’s bylaws or otherwise, (ii) rights to directors and officers liability insurance (to the extent eligible), (iii) obligations of the Company created by this Separation Agreement, or (iv) claims, causes of action or demands of any kind that may arise after the date this Separation Agreement is executed and which are based on acts or omissions occurring after such date. Furthermore, notwithstanding the foregoing, nothing in this Separation Agreement waives a claim which by law cannot be waived. (b) Executive further agrees that while nothing in this Separation Agreement shall limit Executive’s right to maintain a pending charge of discrimination, or file a future charge of discrimination, with any federal, state or local governmental agency relating to Executive’s employment with the Company and/or participate in any proceeding relating to any action or Executive’s employment, whether brought by an agency or by another on Executive’s behalf, Executive expressly waives by this Separation Agreement the right to recover monetary damages and any other relief personal to Executive if such charge, lawsuit or action is pursued. Notwithstanding this provision, Executive may bring a claim against the Company to enforce this Separation Agreement or to challenge the validity of this Separation Agreement under ADEA. (c) While the Released Parties do not intend to release and discharge any claims or causes of action against Executive under this Separation Agreement, the Released Parties acknowledge that, as of the date of this Separation Agreement, the Released Parties are not aware of any claims or causes of action or demands of any kind which any of the Released Parties could assert against Executive based on Executive’s acts or omissions occurring up to and including the date of this Separation Agreement.

Appears in 1 contract

Samples: Mutual Separation Agreement

Complete Release. (a) In consideration of those payments and benefits listed above which are payable only under this Separation Agreement, Executive agrees to and hereby does knowingly and voluntarily release and discharge the Company, Western Union, their subsidiaries and respective subsidiaries, Affiliates, their and insurers, each of the foregoing entities’ respective past, present and future agents, executives, directors, officers, attorneys, employees, and their the predecessors and successorssuccessors of each of the foregoing entities, including the subsidiaries, Affiliates, insurers, agents, executives, directors, officers officers, attorneys, and employees of any such predecessors and successors, successors (the “Released Parties”), from any and all claims, causes of action and demands of any kind, whether known or unknown, which Executive has, ever has had, or ever in the future may have and which are based on acts acts, omissions or omissions events occurring up to and including the date of this Separation Agreement. Included in the release set forth in the preceding sentence, without limiting its scope, are claims arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 19741974 (“ERISA”), and the Age Discrimination in Employment Act of 1967 (“ADEA”), each as amended, as well as any other federal, state or local employment or labor laws, wrongful discharge or other statutory employment law claims, as well as any claims in contract, tort, or common law, and which are related to Executive’s employment with the Company, Western Union, and/or their subsidiaries and Affiliates or the termination of that employment (the “Claims”). The terms term “Claims” is intended to be broad and all-encompassing and is not limited to those claims specifically cited in the foregoing sentence. Notwithstanding the foregoing, Executive does not waive claims, causes of action or demands of any kind to enforce this Agreement; claims, causes of action or demands that may arise after the date this Separation Agreement is executed and which are based on acts or omissions occurring after such date, the date this Agreement is signed; or claims, causes of action, action or demands which by law cannot be released by private agreement between the Company employer and the Executive. The foregoing release shall employee, including but not apply limited to (i) Executive’s any claim for any accrued benefits to which Executive has a non-forfeitable right to indemnification under the Company’s bylaws or otherwise, (ii) rights to directors and officers liability insurance (to the extent eligible), (iii) obligations of the Company created by this Separation Agreement, or (iv) claims, causes of action or demands of any kind that may arise after the date this Separation Agreement is executed and which are based on acts or omissions occurring after such dateERISA retirement benefit plan. Furthermore, notwithstanding the foregoing, nothing in this Separation Agreement waives Executive’s rights to indemnification in accordance with Western Union’s bylaws, waives Executive’s rights to directors and officers liability insurance coverage (subject to the terms of the applicable insurance policies) or waives a claim which by law cannot be waived. (b) Executive further agrees that while nothing in this Separation Agreement shall limit Executive’s right to maintain a pending charge of discrimination, or file a future charge of discrimination, with any federal, state or local governmental agency relating to Executive’s employment with the Company and/or participate in any proceeding relating to any action or Executive’s employment, whether brought by an agency or by another on Executive’s behalf, Executive expressly waives by this Separation Agreement the right to recover monetary damages and any other relief personal to Executive if such charge, lawsuit or action is pursued. Notwithstanding this provision, Executive may bring a claim against the Company to enforce this Separation Agreement or to challenge the validity of this Separation Agreement under ADEA. (c) While the Released Parties do not intend to release and discharge any claims or causes of action against Executive under this Separation Agreement, the The Released Parties acknowledge that, as of the date of this Separation Agreement, the Released Parties are not aware of any claims or causes of action or demands of any kind which any of the Released Parties could assert against Executive based on Executive’s acts or omissions occurring up to and including the date of this Separation Agreement. Except as provided in this paragraph 2 and paragraph 4 below, Executive represents that no charges, complaints or actions of any kind have been filed by him or on his behalf against any of the Released Parties with any federal, state, local or foreign court or agency, or in arbitration. Except as provided in this paragraph 2 and paragraph 4 below, Executive agrees that he will not file any charge or complaint, or initiate any action of any kind by himself or by someone else on his behalf against any of the Released Parties with any federal, state, local or foreign court or agency, or in arbitration which relates in any way to his employment with or separation from employment with any of the Released Parties.

Appears in 1 contract

Samples: Separation Agreement (Western Union CO)

Complete Release. (a) In consideration of those payments the covenants and benefits listed promises contained herein and subject to the consideration set forth above which are payable only under this Separation Agreementin Section 2, Executive agrees to and hereby does --------- knowingly and voluntarily release releases, absolves and discharge discharges the CompanyCompany and, Western Unionas applicable, their subsidiaries and Affiliatesits partners, their attorneys, agents, executivesofficers, administrators, directors, officers, employees, and their predecessors affiliates, representatives, and/or assigns and successors, including past and present (collectively the subsidiaries"Releasees") from all rights, Affiliatesclaims, agentsdemands, executivesobligations, directorsdamages, officers and employees of such predecessors and successors, (the “Released Parties”), from any and all claimslosses, causes of action and demands suits of any kindall kinds and descriptions, whether legal and equitable, known or and unknown, which that Executive has, ever has had, may have or ever in have had against the future may have and which are based on acts or omissions occurring up Releasees from the beginning of time to and including the date of execution of this Separation Agreement, including, but not limited to, any such rights, claims, demands, obligations, damages, losses, causes of action and suits arising out of, during or relating to Executive's employment and/or his resignation therefrom. Included The matters that are the subject of the releases referred to in this paragraph shall be referred to collectively as the release set forth in "Released Matters." This includes, but is not limited to, claims for employment discrimination, wrongful termination, constructive termination, violation of public policy, breach of any express or implied contract, breach of any implied covenant, fraud, intentional or negligent misrepresentation, emotional distress, or any other claims relating to Executive's relationship with the preceding sentenceCompany. (b) Executive acknowledges and agrees that this Agreement represents a compromise of known and unknown, without limiting its scopeasserted and unasserted, are claims and actual and potential claims, and that neither this Agreement nor any compliance herewith or consideration given pursuant hereto, shall be construed as an admission by the Company of any liability whatsoever, including, but not limited to, any liability for any violation by the Company of any right of Executive or of any person arising under any law, statute, duty, contract, covenant, or order, or any liability for any act of age discrimination or other impermissible form of harassment or discrimination by the Company against Executive or any other person, as prohibited by any state or federal statute or common law, including, but not limited to: (i) Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, and the Age Discrimination in Employment Act of 1967 (“ADEA”), each as amended, as well as any other federal, state or local employment or labor laws, wrongful discharge or employment claims, as well as any claims in contract, tort, or common law, and which are related to Executive’s employment with the Company, Western Union, and/or their subsidiaries and Affiliates or the termination of that employment (the “Claims”). The terms “Claims” is intended to be broad and all-encompassing and is not limited to those claims specifically cited in the foregoing sentence. Executive does not waive claims, causes of action or demands of any kind that may arise after the date this Separation Agreement is executed and which are based on acts or omissions occurring after such date, or claims, causes of action, or demands which by law cannot be released by private agreement between the Company and the Executive. The foregoing release shall not apply to (i42 U.S.C.(S) Executive’s right to indemnification under the Company’s bylaws or otherwise, 2000e; (ii) rights to directors and officers liability insurance (to the extent eligible), (iii) obligations of the Company created by this Separation Agreement, or (iv) claims, causes of action or demands of any kind that may arise after the date this Separation Agreement is executed and which are based on acts or omissions occurring after such date. Furthermore, notwithstanding the foregoing, nothing in this Separation Agreement waives a claim which by law cannot be waived. (b) Executive further agrees that while nothing in this Separation Agreement shall limit Executive’s right to maintain a pending charge of discrimination, or file a future charge of discrimination, with any federal, state or local governmental agency relating to Executive’s employment with the Company and/or participate in any proceeding relating to any action or Executive’s employment, whether brought by an agency or by another on Executive’s behalf, Executive expressly waives by this Separation Agreement the right to recover monetary damages and any other relief personal to Executive if such charge, lawsuit or action is pursued. Notwithstanding this provision, Executive may bring a claim against the Company to enforce this Separation Agreement or to challenge the validity of this Separation Agreement under ADEA. (c) While the Released Parties do not intend to release and discharge any claims or causes of action against Executive under this Separation Agreement, the Released Parties acknowledge that, as of the date of this Separation Agreement, the Released Parties are not aware of any claims or causes of action or demands of any kind which any of the Released Parties could assert against Executive based on Executive’s acts or omissions occurring up to and including the date of this Separation Agreement.3

Appears in 1 contract

Samples: Separation and Consulting Agreement (Biosource International Inc)

Complete Release. (a) In consideration of for those payments and benefits listed above described in the Consulting Agreement, which are payable only under in the event that Executive executes this Separation AgreementRelease, Executive agrees to and hereby does knowingly and voluntarily release and discharge the Company, Western Union, their subsidiaries and Affiliates, their agents, executives, directors, officers, employees, and their predecessors and successors, including the subsidiaries, Affiliates, agents, executives, directors, officers and employees of such predecessors and successors, successors (the “Released Parties”), from any and all claims, causes of action and demands of any kind, whether known or unknown, which Executive has, or ever has had, or ever in the future may have had and which are based on acts or omissions occurring up to and including the date of this Separation AgreementRelease. Included in the release set forth in the preceding sentence, without limiting its scope, are claims arising under Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, and the Age Discrimination in Employment Act of 1967 (“ADEA”), each as amended, as well as any other federal, state or local employment or labor laws, wrongful discharge or employment claims, as well as any claims in contract, tort, or common law, and which are related to Executive’s employment with the Company, Western Union, and/or their subsidiaries and Affiliates or the termination of that employment (the “Claims”). The terms “Claims” is intended to be broad and all-encompassing and is not limited to those claims specifically cited in the foregoing sentence. Furthermore, notwithstanding the foregoing, nothing in this Release waives a claim which by law cannot be waived. Executive does not waive claims, causes of action or demands of any kind that may arise after the date this Separation Agreement Release is executed and which are based on acts or omissions occurring after such date, or claims, causes of action, or demands which by law cannot be released by private agreement between the Company and the Executive. The foregoing release shall not apply to (i) Executive’s right to indemnification under the Company’s bylaws or otherwise, (ii) rights to directors and officers liability insurance (to the extent eligible), (iii) obligations of the Company created by this Separation AgreementRelease, or (iv) claims, causes of action or demands of any kind that may arise after the date this Separation Agreement Release is executed and which are based on acts or omissions occurring after such date. Furthermore, notwithstanding the foregoing, nothing in this Separation Agreement Release waives a claim which by law cannot be waived. (b) Executive further agrees that while nothing in this Separation Agreement Release shall limit Executive’s right to maintain a pending charge of discrimination, or file a future charge of discrimination, with any federal, state or local governmental agency relating to Executive’s employment with the Company and/or participate in any proceeding relating to any action or Executive’s employment, whether brought by an agency or by another on Executive’s behalf, Executive expressly waives by this Separation Agreement Release the right to recover monetary damages and any other relief personal to Executive if such charge, lawsuit or action is pursued. Notwithstanding this provision, Executive may bring a claim against the Company to enforce this Separation Agreement Release or to challenge the validity of this Separation Agreement Release under ADEA. (c) While the Released Parties do not intend to release and discharge any claims or causes of action against Executive under this Separation Agreement, the Released Parties acknowledge that, as of the date of this Separation Agreement, the Released Parties are not aware of any claims or causes of action or demands of any kind which any of the Released Parties could assert against Executive based on Executive’s acts or omissions occurring up to and including the date of this Separation Agreement.

Appears in 1 contract

Samples: Mutual Separation Agreement (Western Union CO)

Complete Release. (a) In consideration of for those payments and benefits listed above described in the Consulting Agreement, which are payable only under in the event that Executive executes this Separation AgreementRelease, Executive agrees to and hereby does knowingly and voluntarily release and discharge the Company, Western Union, their subsidiaries and Affiliates, their agents, executives, directors, officers, employees, and their predecessors and successors, including the subsidiaries, Affiliates, agents, executives, directors, officers and employees of such predecessors and successors, successors (the “Released Parties”), from any and all claims, causes of action and demands of any kind, whether known or unknown, which Executive has, or ever has had, or ever in the future may have had and which are based on acts or omissions occurring up to and including the date of this Separation AgreementRelease. Included in the release set forth in the preceding sentence, without limiting its scope, are claims arising under Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, and the Age Discrimination in Employment Act of 1967 (“ADEA”), each as amended, as well as any other federal, state or local employment or labor laws, wrongful discharge or employment claims, as well as any claims in contract, tort, or common law, and which are related to Executive’s employment with the Company, Western Union, and/or their subsidiaries and Affiliates or the termination of that employment (the “Claims”). The terms “Claims” is intended to be broad and all-encompassing and is not limited to those claims specifically cited in the foregoing sentence. Furthermore, notwithstanding the foregoing, nothing in this Release waives a claim which by law cannot be waived. Executive does not waive claims, causes of action or demands of any kind that may arise Exhibit 10.1 CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS after the date this Separation Agreement Release is executed and which are based on acts or omissions occurring after such date, or claims, causes of action, or demands which by law cannot be released by private agreement between the Company and the Executive. The foregoing release shall not apply to (i) Executive’s right to indemnification under the Company’s bylaws or otherwise, (ii) rights to directors and officers liability insurance (to the extent eligible), (iii) obligations of the Company created by this Separation AgreementRelease, or (iv) claims, causes of action or demands of any kind that may arise after the date this Separation Agreement Release is executed and which are based on acts or omissions occurring after such date. Furthermore, notwithstanding the foregoing, nothing in this Separation Agreement Release waives a claim which by law cannot be waived. (b) Executive further agrees that while nothing in this Separation Agreement Release shall limit Executive’s right to maintain a pending charge of discrimination, or file a future charge of discrimination, with any federal, state or local governmental agency relating to Executive’s employment with the Company and/or participate in any proceeding relating to any action or Executive’s employment, whether brought by an agency or by another on Executive’s behalf, Executive expressly waives by this Separation Agreement Release the right to recover monetary damages and any other relief personal to Executive if such charge, lawsuit or action is pursued. Notwithstanding this provision, Executive may bring a claim against the Company to enforce this Separation Agreement Release or to challenge the validity of this Separation Agreement Release under ADEA. (c) While the Released Parties do not intend to release and discharge any claims or causes of action against Executive under this Separation Agreement, the Released Parties acknowledge that, as of the date of this Separation Agreement, the Released Parties are not aware of any claims or causes of action or demands of any kind which any of the Released Parties could assert against Executive based on Executive’s acts or omissions occurring up to and including the date of this Separation Agreement.

Appears in 1 contract

Samples: Mutual Separation Agreement

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Complete Release. (a) In consideration of those payments and benefits listed in Paragraph 1(a) and 1(b) above which are payable only under this Separation Agreement, Executive agrees to and hereby does knowingly and voluntarily release and discharge the Company, Western Union, their subsidiaries and Affiliates, their agents, executives, directors, officers, employees, and their predecessors and successors, including the subsidiaries, Affiliates, agents, executives, directors, officers and employees of such predecessors and successors, successors (the “Released Parties”), from any and all claims, causes of action and demands of any kind, whether known or unknown, which Executive has, has or ever has had, or ever in the future may have had and which are based on acts or omissions occurring up to and including the date of this Separation Agreement. Included in the release set forth in the preceding sentence, without limiting its scope, are claims arising under Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, and the Age Discrimination in Employment Act of 1967 (“ADEA”), each as amended, as well as any other federal, state or local employment or labor laws, wrongful discharge or employment claims, as well as any claims in contract, tort, or common law, and which are related to Executive’s employment with the Company, Western Union, and/or their subsidiaries and Affiliates or the termination of that employment (the “Claims”). The terms “Claims” is intended to be broad and all-encompassing and is not limited to those claims specifically cited in the foregoing sentence. Furthermore, notwithstanding the foregoing, nothing in this Agreement waives a claim which by law cannot be waived. Executive further acknowledges and agrees that the payments under this Agreement shall be in lieu of any severance benefits that may be payable to Executive under Western Union’s Severance / Change in Control Policy (Executive Committee Level) (“Severance Policy”) upon Executive’s separation from employment with the Company and Executive therefore hereby waives any severance benefits to which Executive may be entitled under the Severance Policy upon Executive’s separation from employment. In addition, Executive acknowledges and agrees that all outstanding awards Executive has received under Western Union’s 2006 Long-Term Incentive Plan (“LTIP”) shall be governed by the terms of the applicable award agreements as they apply to an award holder who is not eligible for benefits under the Severance Policy and who has voluntarily terminated employment with or service to the Company effective on the Separation Date. Accordingly, Executive acknowledges and agrees that Executive’s restricted stock unit award granted August 2, 2010, cash performance grant award granted August 2, 2010, performance share unit award granted February 24, 2011, and nonqualified stock option award granted February 24, 2011 shall all be forfeited in their entirety and cancelled by Western Union effective on the Separation Date. With respect to Executive’s nonqualified stock option award granted August 2, 2010, such award shall cease to vest on the Separation Date and the unvested portion of such award shall be forfeited and cancelled by Western Union as of the Separation Date. The portion of Executive’s August 2, 2010 nonqualified stock option award that is vested as of the Separation Date may be exercised by Executive until the close of the New York Stock Exchange (“NYSE”) on the 30th calendar day following the Separation Date (or if the NYSE is closed on such date, until the close of the NYSE on the next following day on which the NYSE is open), after which time such option shall be forfeited and cancelled by Western Union. Executive does not waive claims, causes of action or demands of any kind that may arise after the date this Separation Agreement is executed and which are based on acts or omissions occurring after such date, or claims, causes of action, or demands which by law cannot be released by private agreement between the Company and the Executive. The foregoing release shall not apply to (i) Executive’s right to indemnification under the Company’s bylaws or otherwise, (ii) rights to directors and officers liability insurance (to the extent eligible), (iii) obligations of the Company created by this Separation Agreement, or (iv) claims, causes of action or demands of any kind that may arise after the date this Separation Agreement is executed and which are based on acts or omissions occurring after such date. Furthermore, notwithstanding the foregoing, nothing in this Separation Agreement waives a claim which by law cannot be waived. (b) Executive further agrees that while nothing in this Separation Agreement shall limit Executive’s right to maintain a pending charge of discrimination, or file a future charge of discrimination, with any federal, state or local governmental agency relating to Executive’s employment with the Company and/or participate in any proceeding relating to any action or Executive’s employment, whether brought by an agency or by another on Executive’s behalf, Executive expressly waives by this Separation Agreement the right to recover monetary damages and any other relief personal to Executive if such charge, lawsuit or action is pursued. Notwithstanding this provision, Executive may bring a claim against the Company to enforce this Separation Agreement or to challenge the validity of this Separation Agreement under ADEA. (c) While the Released Parties do not intend to release and discharge any claims or causes of action against Executive under this Separation Agreement, the Released Parties acknowledge that, as of the date of this Separation Agreement, the Released Parties are not aware of any claims or causes of action or demands of any kind which any of the Released Parties could assert against Executive based on Executive’s acts or omissions occurring up to and including the date of this Separation Agreement.

Appears in 1 contract

Samples: Mutual Separation Agreement (Western Union CO)

Complete Release. (a) In consideration of those payments and benefits ---------------- listed above which are payable only under this Separation Agreement, Executive Xxxxxxxx agrees to and hereby does knowingly and voluntarily release and discharge the CompanyFDC, Western Union, their its subsidiaries and Affiliatesaffiliated companies, their and its agents, executives, directors, officers, employees, and their predecessors and successors, including the subsidiaries, Affiliates, agents, executives, directors, officers and employees of such all its predecessors and successors, (the “Released Parties”), successors from any and all claims, causes of action and demands of any kind, whether known or unknown, which Executive he has, ever has had, or ever in the future may have and which are based on acts or omissions occurring up to and including the date of this Separation Agreement. Included in the release set forth in the preceding sentence, without limiting its scope, are claims arising under Title VII of the Civil Rights Act of 1964, as amended, the Employee Retirement Income Security Act of 1974, as amended (ERISA), and the Age Discrimination in Employment Act of 1967 (“ADEA”)1967, each as amendedamended and the Family and Medical Leave Act of 1993, as well as any other federal, state or local employment civil rights or labor laws, wrongful discharge or employment claims, as well as any claims in and/or contract, tort, tort or common lawwage and hour laws, and which are related to Executive’s Xxxxxxxx'x employment with the Company, Western Union, and/or their subsidiaries and Affiliates FDC or the termination of that employment (the “Claims”)employment. The terms “Claims” is intended to be broad and all-encompassing and is not limited to those claims specifically cited in the foregoing sentence. Executive Xxxxxxxx does not waive claims, causes of action or demands of any kind claims that may arise after the date this Separation Agreement is executed and which are based on acts or omissions occurring after the date of the Agreement. However, Xxxxxxxx agrees that any payments which would otherwise become due or payable after May 1, 2003, will be made only if Xxxxxxxx executes, on such date, or claims, causes an additional release of action, or demands which by law cannot be released by private agreement between the Company claims (in form and the Executivesubstance similar to that above). The foregoing release shall not apply to (i) Executive’s Xxxxxxxx'x right to indemnification under the Company’s FDC's bylaws or otherwise, (ii) rights to directors and officers liability insurance (to the extent eligible), (iii) obligations of the Company created by this Separation Agreementor to amounts due pursuant to, or (iv) claimsunder, causes of action or demands of any kind that may arise after the date this Separation Agreement is executed and which are based on acts or omissions occurring after such date. Furthermore, notwithstanding the foregoing, nothing in this Separation Agreement waives a claim which by law cannot be waived. (b) Executive further agrees that while nothing in this Separation Agreement shall limit Executive’s right to maintain a pending charge of discrimination, or file a future charge of discrimination, with any federal, state or local governmental agency relating to Executive’s employment with the Company and/or participate in any proceeding relating to any action or Executive’s employment, whether brought by an agency or by another on Executive’s behalf, Executive expressly waives by this Separation Agreement the right to recover monetary damages and any other relief personal to Executive if such charge, lawsuit or action is pursued. Notwithstanding this provision, Executive may bring a claim against the Company to enforce this Separation Agreement or to challenge the validity of this Separation Agreement under ADEA. (c) While the Released Parties do not intend to release and discharge any claims or causes of action against Executive under this Separation Agreement, the Released Parties acknowledge that, as of the date of this Separation Agreement, the Released Parties are not aware of any claims or causes of action or demands of any kind which any of the Released Parties could assert against Executive based on Executive’s acts or omissions occurring up to and including the date of this Separation Agreement.

Appears in 1 contract

Samples: Agreement and Release (First Data Corp)

Complete Release. (a) In consideration of those payments and benefits listed above which are payable only under this Separation AgreementFebruary 28, 2014 Release, Executive agrees to and hereby does knowingly and voluntarily release and discharge the Company, Western Union, their subsidiaries and Affiliates, their agents, executives, directors, officers, employees, and their predecessors and successors, including the subsidiaries, Affiliates, agents, executives, directors, officers and employees of such predecessors and successors, (the “Released Parties”), from any and all claims, causes of action and demands of any kind, whether known or unknown, which Executive has, ever has had, or ever in the future may have and which are based on acts or omissions occurring up to and including the date of this Separation AgreementFebruary 28, 2014 Release. Included in the release set forth in the preceding sentence, without limiting its scope, are claims arising under Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, and the Age Discrimination in Employment Act of 1967 (“ADEA”), each as amended, as well as any other federal, state or local employment or labor laws, wrongful discharge or employment claims, as well as any claims in contract, tort, or common law, and which are related to Executive’s employment with the Company, Western Union, and/or their subsidiaries and Affiliates or the termination of that employment (the “Claims”). The terms “Claims” is intended to be broad and all-encompassing and is not limited to those claims specifically cited in the foregoing sentence. Executive does not waive claims, causes of action or demands of any kind that may arise after the date this Separation Agreement February 28, 2014 Release is executed and which are based on acts or omissions occurring after such date, or claims, causes of action, or demands which by law cannot be released by private agreement between the Company and the Executive. The foregoing release shall not apply to (i) Executive’s right to indemnification under the Company’s bylaws or otherwise, (ii) rights to directors and officers liability insurance (to the extent eligible), (iii) obligations of the Company created by this Separation AgreementFebruary 28, 2014 Release, or (iv) claims, causes of action or demands of any kind that may arise after the date this Separation Agreement February 28, 2014 Release is executed and which are based on acts or omissions occurring after such date. Furthermore, notwithstanding the foregoing, nothing in this Separation Agreement February 28, 2014 Release waives a claim which by law cannot be waived. (b) Executive further agrees that while nothing in this Separation Agreement February 28, 2014 Release shall limit Executive’s right to maintain a pending charge of discrimination, or file a future charge of discrimination, with any federal, state or local governmental agency relating to Executive’s employment with the Company and/or participate in any proceeding relating to any action or Executive’s employment, whether brought by an agency or by another on Executive’s behalf, Executive expressly waives by this Separation Agreement February 28, 2014 Release the right to recover monetary damages and any other relief personal to Executive if such charge, lawsuit or action is pursued. Notwithstanding this provision, Executive may bring a claim against the Company to enforce this Separation Agreement February 28, 2014 Release or to challenge the validity of this Separation Agreement February 28, 2014 Release under ADEA. (c) While the Released Parties do not intend to release and discharge any claims or causes of action against Executive under this Separation AgreementFebruary 28, 2014 Release, the Released Parties acknowledge that, as of the date of this Separation Agreement, the Released Parties are that they were not aware of any claims or causes of action or demands of any kind which any of the Released Parties could assert against Executive based on Executive’s acts or omissions occurring up to and including the date of this the Separation Agreement.

Appears in 1 contract

Samples: Separation Agreement (Western Union CO)

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