Common use of EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT Clause in Contracts

EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT. In consideration this employment agreement, employee’s continued employment with the company and other good and valuable consideration, the receipt of which is hereby acknowledged by Mad Catz Inc., and Xx Xxxxxx (collectively, the “Parties), the Parties hereby agree that that Agreement entitled AGREEMENT RELATING TO EMPLOYEE CONFIDENTIALITY, NON-DISCLOSURE AND ASSIGNMENT OF INVENTIONS, PATENTS, IDEAS AND DISCOVERIES and attached hereto as Exhibit A is hereby made part of this employment agreement. EXHIBIT B RELEASE AGREEMENT I understand that my position with Mad Catz Interactive, Inc. and Mad Catz, Inc. (the “Company”) terminated effective , (the “Separation Date”). The Company has agreed that if I choose to sign this Release, the Company will pay me certain severance benefits pursuant to the terms of the Employment Agreement (the “Agreement”) between myself and the Company, and any agreements incorporated therein by reference. I understand that I am not entitled to such benefits unless I sign this Release and it becomes fully effective. I understand that, regardless of whether I sign this Release, the Company will pay me all of my accrued salary and vacation through the Separation Date, to which I am entitled by law. In consideration for the severance benefits I am receiving under the Agreement, I hereby release the Company and its officers, directors, agents, attorneys, employees, shareholders, parents, subsidiaries, and affiliates from any and all claims, liabilities, demands, causes of action, attorneys’ fees, damages or obligations of every kind and nature, whether they are now known or unknown, arising at any time prior to the date I sign this Release and which arise out of my employment or my termination of employment with the Company, including, without limitation, any such claims based on federal and state statutory and common law, breach of contract, tort, wrongful termination, discrimination, wages or benefits, or claims for any form of compensation for services. Notwithstanding the foregoing, I am not releasing any right of indemnification I may have for any liabilities arising from my actions within the course and scope of my employment with the Company. Notwithstanding anything herein to the contrary, the release described herein does not apply to any rights or obligations arising under this Release Agreement. In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “A general release does not extend to claims which the creditor does not know or suspect to exist in your favor at the time of executing the release, which if known by him must have materially affected your settlement with the debtor.” If I am forty (40) years of age or older as of the Separation Date, I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”). I also acknowledge that the consideration given for the waiver in the above paragraph is in addition to anything of value to which I was already entitled. I have been advised by this writing, as required by the ADEA that: (a) my waiver and release do not apply to any claims that may arise after my signing of this Release; (b) I should consult with an attorney prior to executing this Release; (c) I have twenty-one (21) days within which to consider this Release (although I may choose to voluntarily execute this Release earlier); (d) I have seven (7) days following the execution of this release to revoke the Release; and (e) this Release will not be effective until the eighth day after this Release has been signed both by me and by the Company (“Effective Date”). Agreed: [COMPANY] [EMPLOYEE] By: [Name] [Title]

Appears in 1 contract

Samples: Release Agreement (Mad Catz Interactive Inc)

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EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT. In consideration this employment agreementACKNOWLEDGEMENT FORM I acknowledge that I have been given a copy of the Employee Proprietary Information and Inventions Agreement, employee’s continued that I have read it, and that I understand its terms and procedures. Furthermore, I agree to abide by it and understand that if NewLink determines my conduct warrants it, I may be subject to discipline for breaches hereof, up to and including the immediate termination of my employment. Employee's Name (Please Print): Xxxxxxx Link, Jr. Employee's Signature: /s/ Xxxxxxx Link, Jr. Date: January 4, 2016 Exhibit 10.3 Exhibit B RELEASE [To be signed on or within twenty-one (21) days after the Separation Date] My employment with the company and other good and valuable consideration, the receipt of which is hereby acknowledged by Mad Catz Inc., and Xx Xxxxxx (collectively, the “Parties), the Parties hereby agree that that Agreement entitled AGREEMENT RELATING TO EMPLOYEE CONFIDENTIALITY, NON-DISCLOSURE AND ASSIGNMENT OF INVENTIONS, PATENTS, IDEAS AND DISCOVERIES and attached hereto as Exhibit A is hereby made part of this employment agreement. EXHIBIT B RELEASE AGREEMENT I understand that my position with Mad Catz Interactive, Inc. and Mad Catz, Inc. NewLink Genetics Corporation (the “Company”) terminated effective , ended in all capacities on ___________ (the “Separation Date”). The I hereby confirm that I have been paid all compensation owed to me by the Company has agreed that if for all hours worked; I have received all the leave and leave benefits and protections for which I was eligible, pursuant to the Company’s policies, applicable law, or otherwise; and I have not suffered any on-the-job injury or illness for which I have not already filed a workers’ compensation claim. If I choose to sign enter into this ReleaseRelease and allow it to become effective by its terms, the Company will pay provide me with certain severance benefits pursuant to the terms of the Employment Agreement between me and the Company dated _______, 2015 (the “Agreement”) between myself and the Company, and any agreements incorporated therein by reference). I understand that I am not entitled to such severance benefits unless I sign return this fully-executed Release and it becomes fully effective. I understand that, regardless of whether I sign this Release, to the Company will pay me all of my accrued salary and vacation through within twenty-one (21) days after the Separation Date, and allow this Release to which I am entitled become fully effective and non-revocable by lawits terms. (Capitalized terms used but not defined in this Release shall have the meaning ascribed to them in the Agreement.) In consideration exchange for the severance benefits to which I am receiving under the Agreementwould not otherwise be entitled, I hereby generally and completely release the Company and its directors, officers, directorsemployees, shareholders, partners, agents, attorneys, employeespredecessors, shareholderssuccessors, parentsparent and subsidiary entities, subsidiariesinsurers, affiliates, and affiliates assigns (collectively, the “Released Parties”) from any and all claims, liabilitiesliabilities and obligations, demandsboth known and unknown, causes arising from or in any way related to events, acts, conduct, or omissions occurring prior to or at the time that I sign this Release, including but not limited to claims arising from or in any way related to my employment with the Company or the termination of actionthat employment (collectively, the “Released Claims”). By way of example, the Released claims include, but are not limited to: (1) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (2) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (3) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (4) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, damages or obligations other claims arising under the federal Civil Rights Act of every kind 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and nature, whether they are now known or unknown, arising at any time prior to the date I sign this Release and which arise out of my employment or my termination of employment with the Company, including, without limitation, any such claims based on federal and Iowa state statutory and common law, breach of contract, tort, wrongful termination, discrimination, wages or benefits, or claims for any form of compensation for services. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (a) any claims for breach of the Agreement arising after the date on which I sign this Release; (2) claims for reimbursement of properly incurred business expenses prior to and through the Separation Date which are submitted to the Company for reimbursement within thirty (30) days after the Separation Date; (3) all rights I have in respect of the Equity Awards; (4) all claims for or rights to indemnification pursuant to the articles of incorporation and bylaws of the Company, any indemnification agreement to which I am a party, or under applicable law; and (5) all claims which cannot be waived as a matter of law. I understand that nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or any other government agency, except that I acknowledge and agree that I am hereby waiving my right to any monetary benefits in connection with any such claim, charge or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not releasing aware of any right of indemnification claims that I may have for or might have against any liabilities arising from my actions within the course and scope of my employment with the Company. Notwithstanding anything herein to the contrary, the release described herein does not apply to any rights or obligations arising under this Release Agreement. In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect parties released above that are not included in any jurisdiction: “A general release does not extend to claims which the creditor does not know or suspect to exist in your favor at the time of executing the release, which if known by him must have materially affected your settlement with the debtor.” If I am forty (40) years of age or older as of the Separation Date, Released Claims. [IF EXECUTIVE IS 40 YEARS OF AGE OR OLDER] I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the federal Age Discrimination in Employment Act of 1967ADEA, as amended (“ADEA”). I also acknowledge and that the consideration given for the waiver in the above paragraph this Release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writingadvised, as required by the ADEA ADEA, that: (a) my waiver and release do does not apply to any rights or claims that may arise after my signing of the date I sign this Release; (b) I should have been advised that I have the right to consult with an attorney prior to executing this ReleaseRelease (although I may choose voluntarily not to do so); (c) I have been given twenty-one (21) days within which to consider this Release (although I may choose voluntarily to voluntarily execute this Release sign it earlier); (d) I have seven (7) days following the my execution of this release Release to revoke my acceptance of it (with such revocation to be delivered in writing to the ReleaseCompany within the 7-day revocation period); and (e) this Release will not be effective until the date upon which the revocation period has expired, which will be the eighth day after this Release has been signed both by me and by the Company I sign it, provided I do not earlier revoke it (“Effective Date”). I further agree: (a) not to disparage the Company or any of the other Released Parties, in any manner likely to be harmful to its or their business, business reputation or personal reputation (although I may respond accurately and fully to any question, inquiry or request for information as required by legal process); (b) not to voluntarily (except in response to legal compulsion) assist any third party in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim or other formal proceedings against the Company, its affiliates, officers, directors, employees or agents; and (c) to reasonably cooperate with the Company by voluntarily (without legal compulsion) providing accurate and complete information, in connection with the Company’s actual or contemplated defense, prosecution or investigation of any claims or demands by or against third parties, or other matters, arising from events, acts, or omissions that occurred during my employment with the Company. I hereby certify that I have returned, without retaining any reproductions (in whole or in part), all information, materials and other property of the Company, including but not limited to any such information, materials or property contained on any personally-owned electronic or other storage device (such as computer, cellular phone, PDA, tablet or the like). This Release, together with the Agreement (including all Exhibits and documents incorporated therein by reference), constitutes the complete, final and exclusive embodiment of the entire agreement between me and the Company with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained in the Release or the Agreement, and it entirely supersedes any other such promises, warranties or representations, whether oral or written. Reviewed, Understood and Agreed: [COMPANY] [EMPLOYEE] By: [Name] [Title]:

Appears in 1 contract

Samples: Employment Agreement (Newlink Genetics Corp)

EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT. In consideration this employment agreementACKNOWLEDGEMENT FORM I acknowledge that I have been given a copy of the Employee Proprietary Information and Inventions Agreement, employee’s continued that I have read it, and that I understand its terms and procedures. Furthermore, I agree to abide by it and understand that if NewLink determines my conduct warrants it, I may be subject to discipline for breaches hereof, up to and including the immediate termination of my employment. Employee's Name (Please Print): Xxxxxxxx Xxxxxxxx Employee's Signature: /s/ Xxxxxxxx Xxxxxxxx Date: January 4, 2016 Exhibit 10.4 Exhibit B RELEASE [To be signed on or within twenty-one (21) days after the Separation Date] My employment with the company and other good and valuable consideration, the receipt of which is hereby acknowledged by Mad Catz Inc., and Xx Xxxxxx (collectively, the “Parties), the Parties hereby agree that that Agreement entitled AGREEMENT RELATING TO EMPLOYEE CONFIDENTIALITY, NON-DISCLOSURE AND ASSIGNMENT OF INVENTIONS, PATENTS, IDEAS AND DISCOVERIES and attached hereto as Exhibit A is hereby made part of this employment agreement. EXHIBIT B RELEASE AGREEMENT I understand that my position with Mad Catz Interactive, Inc. and Mad Catz, Inc. NewLink Genetics Corporation (the “Company”) terminated effective , ended in all capacities on ___________ (the “Separation Date”). The I hereby confirm that I have been paid all compensation owed to me by the Company has agreed that if for all hours worked; I have received all the leave and leave benefits and protections for which I was eligible, pursuant to the Company’s policies, applicable law, or otherwise; and I have not suffered any on-the-job injury or illness for which I have not already filed a workers’ compensation claim. If I choose to sign enter into this ReleaseRelease and allow it to become effective by its terms, the Company will pay provide me with certain severance benefits pursuant to the terms of the Employment Agreement between me and the Company dated _______, 2015 (the “Agreement”) between myself and the Company, and any agreements incorporated therein by reference). I understand that I am not entitled to such severance benefits unless I sign return this fully-executed Release and it becomes fully effective. I understand that, regardless of whether I sign this Release, to the Company will pay me all of my accrued salary and vacation through within twenty-one (21) days after the Separation Date, and allow this Release to which I am entitled become fully effective and non-revocable by lawits terms. (Capitalized terms used but not defined in this Release shall have the meaning ascribed to them in the Agreement.) In consideration exchange for the severance benefits to which I am receiving under the Agreementwould not otherwise be entitled, I hereby generally and completely release the Company and its directors, officers, directorsemployees, shareholders, partners, agents, attorneys, employeespredecessors, shareholderssuccessors, parentsparent and subsidiary entities, subsidiariesinsurers, affiliates, and affiliates assigns (collectively, the “Released Parties”) from any and all claims, liabilitiesliabilities and obligations, demandsboth known and unknown, causes arising from or in any way related to events, acts, conduct, or omissions occurring prior to or at the time that I sign this Release, including but not limited to claims arising from or in any way related to my employment with the Company or the termination of actionthat employment (collectively, the “Released Claims”). By way of example, the Released claims include, but are not limited to: (1) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (2) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (3) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (4) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, damages or obligations other claims arising under the federal Civil Rights Act of every kind 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and nature, whether they are now known or unknown, arising at any time prior to the date I sign this Release and which arise out of my employment or my termination of employment with the Company, including, without limitation, any such claims based on federal and Iowa state statutory and common law, breach of contract, tort, wrongful termination, discrimination, wages or benefits, or claims for any form of compensation for services. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (a) any claims for breach of the Agreement arising after the date on which I sign this Release; (2) claims for reimbursement of properly incurred business expenses prior to and through the Separation Date which are submitted to the Company for reimbursement within thirty (30) days after the Separation Date; (3) all rights I have in respect of the Equity Awards; (4) all claims for or rights to indemnification pursuant to the articles of incorporation and bylaws of the Company, any indemnification agreement to which I am a party, or under applicable law; and (5) all claims which cannot be waived as a matter of law. I understand that nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or any other government agency, except that I acknowledge and agree that I am hereby waiving my right to any monetary benefits in connection with any such claim, charge or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not releasing aware of any right of indemnification claims that I may have for or might have against any liabilities arising from my actions within the course and scope of my employment with the Company. Notwithstanding anything herein to the contrary, the release described herein does not apply to any rights or obligations arising under this Release Agreement. In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect parties released above that are not included in any jurisdiction: “A general release does not extend to claims which the creditor does not know or suspect to exist in your favor at the time of executing the release, which if known by him must have materially affected your settlement with the debtor.” If I am forty (40) years of age or older as of the Separation Date, Released Claims. [IF EXECUTIVE IS 40 YEARS OF AGE OR OLDER] I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the federal Age Discrimination in Employment Act of 1967ADEA, as amended (“ADEA”). I also acknowledge and that the consideration given for the waiver in the above paragraph this Release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writingadvised, as required by the ADEA ADEA, that: (a) my waiver and release do does not apply to any rights or claims that may arise after my signing of the date I sign this Release; (b) I should have been advised that I have the right to consult with an attorney prior to executing this ReleaseRelease (although I may choose voluntarily not to do so); (c) I have been given twenty-one (21) days within which to consider this Release (although I may choose voluntarily to voluntarily execute this Release sign it earlier); (d) I have seven (7) days following the my execution of this release Release to revoke my acceptance of it (with such revocation to be delivered in writing to the ReleaseCompany within the 7-day revocation period); and (e) this Release will not be effective until the date upon which the revocation period has expired, which will be the eighth day after this Release has been signed both by me and by the Company I sign it, provided I do not earlier revoke it (“Effective Date”). I further agree: (a) not to disparage the Company or any of the other Released Parties, in any manner likely to be harmful to its or their business, business reputation or personal reputation (although I may respond accurately and fully to any question, inquiry or request for information as required by legal process); (b) not to voluntarily (except in response to legal compulsion) assist any third party in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim or other formal proceedings against the Company, its affiliates, officers, directors, employees or agents; and (c) to reasonably cooperate with the Company by voluntarily (without legal compulsion) providing accurate and complete information, in connection with the Company’s actual or contemplated defense, prosecution or investigation of any claims or demands by or against third parties, or other matters, arising from events, acts, or omissions that occurred during my employment with the Company. I hereby certify that I have returned, without retaining any reproductions (in whole or in part), all information, materials and other property of the Company, including but not limited to any such information, materials or property contained on any personally-owned electronic or other storage device (such as computer, cellular phone, PDA, tablet or the like). This Release, together with the Agreement (including all Exhibits and documents incorporated therein by reference), constitutes the complete, final and exclusive embodiment of the entire agreement between me and the Company with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained in the Release or the Agreement, and it entirely supersedes any other such promises, warranties or representations, whether oral or written. Reviewed, Understood and Agreed: [COMPANY] [EMPLOYEE] By: [Name] [Title]:

Appears in 1 contract

Samples: Employment Agreement (Newlink Genetics Corp)

EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT. In consideration this employment agreementACKNOWLEDGEMENT FORM I acknowledge that I have been given a copy of the Employee Proprietary Information and Inventions Agreement, employee’s continued that I have read it, and that I understand its terms and procedures. Furthermore, I agree to abide by it and understand that if NewLink determines my conduct warrants it, I may be subject to discipline for breaches hereof, up to and including the immediate termination of my employment. Employee's Name (Please Print): Xxxxxx X. Xxxxxxx Employee's Signature: /s/ Xxxxxx X. Xxxxxxx Date: January 4, 2016 EXHIBIT 10.63 Exhibit B RELEASE [To be signed on or within twenty-one (21) days after the Separation Date] My employment with the company and other good and valuable consideration, the receipt of which is hereby acknowledged by Mad Catz Inc., and Xx Xxxxxx (collectively, the “Parties), the Parties hereby agree that that Agreement entitled AGREEMENT RELATING TO EMPLOYEE CONFIDENTIALITY, NON-DISCLOSURE AND ASSIGNMENT OF INVENTIONS, PATENTS, IDEAS AND DISCOVERIES and attached hereto as Exhibit A is hereby made part of this employment agreement. EXHIBIT B RELEASE AGREEMENT I understand that my position with Mad Catz Interactive, Inc. and Mad Catz, Inc. NewLink Genetics Corporation (the “Company”) terminated effective , ended in all capacities on ___________ (the “Separation Date”). The I hereby confirm that I have been paid all compensation owed to me by the Company has agreed that if for all hours worked; I have received all the leave and leave benefits and protections for which I was eligible, pursuant to the Company’s policies, applicable law, or otherwise; and I have not suffered any on-the-job injury or illness for which I have not already filed a workers’ compensation claim. If I choose to sign enter into this ReleaseRelease and allow it to become effective by its terms, the Company will pay provide me with certain severance benefits pursuant to the terms of the Employment Agreement between me and the Company dated _______, 2015 (the “Agreement”) between myself and the Company, and any agreements incorporated therein by reference). I understand that I am not entitled to such severance benefits unless I sign return this fully-executed Release and it becomes fully effective. I understand that, regardless of whether I sign this Release, to the Company will pay me all of my accrued salary and vacation through within twenty-one (21) days after the Separation Date, and allow this Release to which I am entitled become fully effective and non-revocable by lawits terms. (Capitalized terms used but not defined in this Release shall have the meaning ascribed to them in the Agreement.) In consideration exchange for the severance benefits to which I am receiving under the Agreementwould not otherwise be entitled, I hereby generally and completely release the Company and its directors, officers, directorsemployees, shareholders, partners, agents, attorneys, employeespredecessors, shareholderssuccessors, parentsparent and subsidiary entities, subsidiariesinsurers, affiliates, and affiliates assigns (collectively, the “Released Parties”) from any and all claims, liabilitiesliabilities and obligations, demandsboth known and unknown, causes arising from or in any way related to events, acts, conduct, or omissions occurring prior to or at the time that I sign this Release, including but not limited to claims arising from or in any way related to my employment with the Company or the termination of actionthat employment (collectively, the “Released Claims”). By way of example, the Released claims include, but are not limited to: (1) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (2) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (3) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (4) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, damages or obligations other claims arising under the federal Civil Rights Act of every kind 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and nature, whether they are now known or unknown, arising at any time prior to the date I sign this Release and which arise out of my employment or my termination of employment with the Company, including, without limitation, any such claims based on federal and Iowa state statutory and common law, breach of contract, tort, wrongful termination, discrimination, wages or benefits, or claims for any form of compensation for services. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (a) any claims for breach of the Agreement arising after the date on which I sign this Release; (2) claims for reimbursement of properly incurred business expenses prior to and through the Separation Date which are submitted to the Company for reimbursement within thirty (30) days after the Separation Date; (3) all rights I have in respect of the Equity Awards; (4) all claims for or rights to indemnification pursuant to the articles of incorporation and bylaws of the Company, any indemnification agreement to which I am a party, or under applicable law; and (5) all claims which cannot be waived as a matter of law. I understand that nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or any other government agency, except that I acknowledge and agree that I am hereby waiving my right to any monetary benefits in connection with any such claim, charge or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not releasing aware of any right of indemnification claims that I may have for or might have against any liabilities arising from my actions within the course and scope of my employment with the Company. Notwithstanding anything herein to the contrary, the release described herein does not apply to any rights or obligations arising under this Release Agreement. In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect parties released above that are not included in any jurisdiction: “A general release does not extend to claims which the creditor does not know or suspect to exist in your favor at the time of executing the release, which if known by him must have materially affected your settlement with the debtor.” If I am forty (40) years of age or older as of the Separation Date, Released Claims. [IF EXECUTIVE IS 40 YEARS OF AGE OR OLDER] I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the federal Age Discrimination in Employment Act of 1967ADEA, as amended (“ADEA”). I also acknowledge and that the consideration given for the waiver in the above paragraph this Release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writingadvised, as required by the ADEA ADEA, that: (a) my waiver and release do does not apply to any rights or claims that may arise after my signing of the date I sign this Release; (b) I should have been advised that I have the right to consult with an attorney prior to executing this ReleaseRelease (although I may choose voluntarily not to do so); (c) I have been given twenty-one (21) days within which to consider this Release EXHIBIT 10.63 (although I may choose voluntarily to voluntarily execute this Release sign it earlier); (d) I have seven (7) days following the my execution of this release Release to revoke my acceptance of it (with such revocation to be delivered in writing to the ReleaseCompany within the 7-day revocation period); and (e) this Release will not be effective until the date upon which the revocation period has expired, which will be the eighth day after this Release has been signed both by me and by the Company I sign it, provided I do not earlier revoke it (“Effective Date”). I further agree: (a) not to disparage the Company or any of the other Released Parties, in any manner likely to be harmful to its or their business, business reputation or personal reputation (although I may respond accurately and fully to any question, inquiry or request for information as required by legal process); (b) not to voluntarily (except in response to legal compulsion) assist any third party in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim or other formal proceedings against the Company, its affiliates, officers, directors, employees or agents; and (c) to reasonably cooperate with the Company by voluntarily (without legal compulsion) providing accurate and complete information, in connection with the Company’s actual or contemplated defense, prosecution or investigation of any claims or demands by or against third parties, or other matters, arising from events, acts, or omissions that occurred during my employment with the Company. I hereby certify that I have returned, without retaining any reproductions (in whole or in part), all information, materials and other property of the Company, including but not limited to any such information, materials or property contained on any personally-owned electronic or other storage device (such as computer, cellular phone, PDA, tablet or the like). This Release, together with the Agreement (including all Exhibits and documents incorporated therein by reference), constitutes the complete, final and exclusive embodiment of the entire agreement between me and the Company with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained in the Release or the Agreement, and it entirely supersedes any other such promises, warranties or representations, whether oral or written. Reviewed, Understood and Agreed: [COMPANY] [EMPLOYEE] By: [Name] [Title]:

Appears in 1 contract

Samples: Employment Agreement (Newlink Genetics Corp)

EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT. In consideration this employment agreementACKNOWLEDGEMENT FORM I acknowledge that I have been given a copy of the Employee Proprietary Information and Inventions Agreement, employee’s continued that I have read it, and that I understand its terms and procedures. Furthermore, I agree to abide by it and understand that if NewLink determines my conduct warrants it, I may be subject to discipline for breaches hereof, up to and including the immediate termination of my employment. Employee's Name (Please Print): Xxxxx Xxxxx Employee's Signature: /s/ Xxxxx Xxxxx Date: January 4, 2016 Exhibit 10.7 Exhibit B RELEASE [To be signed on or within twenty-one (21) days after the Separation Date] My employment with the company and other good and valuable consideration, the receipt of which is hereby acknowledged by Mad Catz Inc., and Xx Xxxxxx (collectively, the “Parties), the Parties hereby agree that that Agreement entitled AGREEMENT RELATING TO EMPLOYEE CONFIDENTIALITY, NON-DISCLOSURE AND ASSIGNMENT OF INVENTIONS, PATENTS, IDEAS AND DISCOVERIES and attached hereto as Exhibit A is hereby made part of this employment agreement. EXHIBIT B RELEASE AGREEMENT I understand that my position with Mad Catz Interactive, Inc. and Mad Catz, Inc. NewLink Genetics Corporation (the “Company”) terminated effective , ended in all capacities on ___________ (the “Separation Date”). The I hereby confirm that I have been paid all compensation owed to me by the Company has agreed that if for all hours worked; I have received all the leave and leave benefits and protections for which I was eligible, pursuant to the Company’s policies, applicable law, or otherwise; and I have not suffered any on-the-job injury or illness for which I have not already filed a workers’ compensation claim. If I choose to sign enter into this ReleaseRelease and allow it to become effective by its terms, the Company will pay provide me with certain severance benefits pursuant to the terms of the Employment Agreement between me and the Company dated _______, 2015 (the “Agreement”) between myself and the Company, and any agreements incorporated therein by reference). I understand that I am not entitled to such severance benefits unless I sign return this fully-executed Release and it becomes fully effective. I understand that, regardless of whether I sign this Release, to the Company will pay me all of my accrued salary and vacation through within twenty-one (21) days after the Separation Date, and allow this Release to which I am entitled become fully effective and non-revocable by lawits terms. (Capitalized terms used but not defined in this Release shall have the meaning ascribed to them in the Agreement.) In consideration exchange for the severance benefits to which I am receiving under the Agreementwould not otherwise be entitled, I hereby generally and completely release the Company and its directors, officers, directorsemployees, shareholders, partners, agents, attorneys, employeespredecessors, shareholderssuccessors, parentsparent and subsidiary entities, subsidiariesinsurers, affiliates, and affiliates assigns (collectively, the “Released Parties”) from any and all claims, liabilitiesliabilities and obligations, demandsboth known and unknown, causes arising from or in any way related to events, acts, conduct, or omissions occurring prior to or at the time that I sign this Release, including but not limited to claims arising from or in any way related to my employment with the Company or the termination of actionthat employment (collectively, the “Released Claims”). By way of example, the Released claims include, but are not limited to: (1) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (2) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (3) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (4) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, damages or obligations other claims arising under the federal Civil Rights Act of every kind 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and nature, whether they are now known or unknown, arising at any time prior to the date I sign this Release and which arise out of my employment or my termination of employment with the Company, including, without limitation, any such claims based on federal and Iowa state statutory and common law, breach of contract, tort, wrongful termination, discrimination, wages or benefits, or claims for any form of compensation for services. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (a) any claims for breach of the Agreement arising after the date on which I sign this Release; (2) claims for reimbursement of properly incurred business expenses prior to and through the Separation Date which are submitted to the Company for reimbursement within thirty (30) days after the Separation Date; (3) all rights I have in respect of the Equity Awards; (4) all claims for or rights to indemnification pursuant to the articles of incorporation and bylaws of the Company, any indemnification agreement to which I am a party, or under applicable law; and (5) all claims which cannot be waived as a matter of law. I understand that nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or any other government agency, except that I acknowledge and agree that I am hereby waiving my right to any monetary benefits in connection with any such claim, charge or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not releasing aware of any right of indemnification claims that I may have for or might have against any liabilities arising from my actions within the course and scope of my employment with the Company. Notwithstanding anything herein to the contrary, the release described herein does not apply to any rights or obligations arising under this Release Agreement. In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect parties released above that are not included in any jurisdiction: “A general release does not extend to claims which the creditor does not know or suspect to exist in your favor at the time of executing the release, which if known by him must have materially affected your settlement with the debtor.” If I am forty (40) years of age or older as of the Separation Date, Released Claims. [IF EXECUTIVE IS 40 YEARS OF AGE OR OLDER] I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the federal Age Discrimination in Employment Act of 1967ADEA, as amended (“ADEA”). I also acknowledge and that the consideration given for the waiver in the above paragraph this Release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writingadvised, as required by the ADEA ADEA, that: (a) my waiver and release do does not apply to any rights or claims that may arise after my signing of the date I sign this Release; (b) I should have been advised that I have the right to consult with an attorney prior to executing this ReleaseRelease (although I may choose voluntarily not to do so); (c) I have been given twenty-one (21) days within which to consider this Release (although I may choose voluntarily to voluntarily execute this Release sign it earlier); (d) I have seven (7) days following the my execution of this release Release to revoke my acceptance of it (with such revocation to be delivered in writing to the ReleaseCompany within the 7-day revocation period); and (e) this Release will not be effective until the date upon which the revocation period has expired, which will be the eighth day after this Release has been signed both by me and by the Company I sign it, provided I do not earlier revoke it (“Effective Date”). I further agree: (a) not to disparage the Company or any of the other Released Parties, in any manner likely to be harmful to its or their business, business reputation or personal reputation (although I may respond accurately and fully to any question, inquiry or request for information as required by legal process); (b) not to voluntarily (except in response to legal compulsion) assist any third party in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim or other formal proceedings against the Company, its affiliates, officers, directors, employees or agents; and (c) to reasonably cooperate with the Company by voluntarily (without legal compulsion) providing accurate and complete information, in connection with the Company’s actual or contemplated defense, prosecution or investigation of any claims or demands by or against third parties, or other matters, arising from events, acts, or omissions that occurred during my employment with the Company. I hereby certify that I have returned, without retaining any reproductions (in whole or in part), all information, materials and other property of the Company, including but not limited to any such information, materials or property contained on any personally-owned electronic or other storage device (such as computer, cellular phone, PDA, tablet or the like). This Release, together with the Agreement (including all Exhibits and documents incorporated therein by reference), constitutes the complete, final and exclusive embodiment of the entire agreement between me and the Company with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained in the Release or the Agreement, and it entirely supersedes any other such promises, warranties or representations, whether oral or written. Reviewed, Understood and Agreed: [COMPANY] [EMPLOYEE] By: [Name] [Title]:

Appears in 1 contract

Samples: Employment Agreement (Newlink Genetics Corp)

EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT. In consideration this employment agreementACKNOWLEDGEMENT FORM I acknowledge that I have been given a copy of the Employee Proprietary Information and Inventions Agreement, employee’s continued that I have read it, and that I understand its terms and procedures. Furthermore, I agree to abide by it and understand that if NewLink determines my conduct warrants it, I may be subject to discipline for breaches hereof, up to and including the immediate termination of my employment. Employee's Name (Please Print): Xxxx X. Xxxxxxxx III Employee's Signature: /s/ Xxxx X. Xxxxxxxx III Date: January 4, 2016 Exhibit 10.5 Exhibit B RELEASE [To be signed on or within twenty-one (21) days after the Separation Date] My employment with the company and other good and valuable consideration, the receipt of which is hereby acknowledged by Mad Catz Inc., and Xx Xxxxxx (collectively, the “Parties), the Parties hereby agree that that Agreement entitled AGREEMENT RELATING TO EMPLOYEE CONFIDENTIALITY, NON-DISCLOSURE AND ASSIGNMENT OF INVENTIONS, PATENTS, IDEAS AND DISCOVERIES and attached hereto as Exhibit A is hereby made part of this employment agreement. EXHIBIT B RELEASE AGREEMENT I understand that my position with Mad Catz Interactive, Inc. and Mad Catz, Inc. NewLink Genetics Corporation (the “Company”) terminated effective , ended in all capacities on ___________ (the “Separation Date”). The I hereby confirm that I have been paid all compensation owed to me by the Company has agreed that if for all hours worked; I have received all the leave and leave benefits and protections for which I was eligible, pursuant to the Company’s policies, applicable law, or otherwise; and I have not suffered any on-the-job injury or illness for which I have not already filed a workers’ compensation claim. If I choose to sign enter into this ReleaseRelease and allow it to become effective by its terms, the Company will pay provide me with certain severance benefits pursuant to the terms of the Employment Agreement between me and the Company dated _______, 2015 (the “Agreement”) between myself and the Company, and any agreements incorporated therein by reference). I understand that I am not entitled to such severance benefits unless I sign return this fully-executed Release and it becomes fully effective. I understand that, regardless of whether I sign this Release, to the Company will pay me all of my accrued salary and vacation through within twenty-one (21) days after the Separation Date, and allow this Release to which I am entitled become fully effective and non-revocable by lawits terms. (Capitalized terms used but not defined in this Release shall have the meaning ascribed to them in the Agreement.) In consideration exchange for the severance benefits to which I am receiving under the Agreementwould not otherwise be entitled, I hereby generally and completely release the Company and its directors, officers, directorsemployees, shareholders, partners, agents, attorneys, employeespredecessors, shareholderssuccessors, parentsparent and subsidiary entities, subsidiariesinsurers, affiliates, and affiliates assigns (collectively, the “Released Parties”) from any and all claims, liabilitiesliabilities and obligations, demandsboth known and unknown, causes arising from or in any way related to events, acts, conduct, or omissions occurring prior to or at the time that I sign this Release, including but not limited to claims arising from or in any way related to my employment with the Company or the termination of actionthat employment (collectively, the “Released Claims”). By way of example, the Released claims include, but are not limited to: (1) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (2) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (3) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (4) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, damages or obligations other claims arising under the federal Civil Rights Act of every kind 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and nature, whether they are now known or unknown, arising at any time prior to the date I sign this Release and which arise out of my employment or my termination of employment with the Company, including, without limitation, any such claims based on federal and Iowa state statutory and common law, breach of contract, tort, wrongful termination, discrimination, wages or benefits, or claims for any form of compensation for services. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (a) any claims for breach of the Agreement arising after the date on which I sign this Release; (2) claims for reimbursement of properly incurred business expenses prior to and through the Separation Date which are submitted to the Company for reimbursement within thirty (30) days after the Separation Date; (3) all rights I have in respect of the Equity Awards; (4) all claims for or rights to indemnification pursuant to the articles of incorporation and bylaws of the Company, any indemnification agreement to which I am a party, or under applicable law; and (5) all claims which cannot be waived as a matter of law. I understand that nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or any other government agency, except that I acknowledge and agree that I am hereby waiving my right to any monetary benefits in connection with any such claim, charge or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not releasing aware of any right of indemnification claims that I may have for or might have against any liabilities arising from my actions within the course and scope of my employment with the Company. Notwithstanding anything herein to the contrary, the release described herein does not apply to any rights or obligations arising under this Release Agreement. In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect parties released above that are not included in any jurisdiction: “A general release does not extend to claims which the creditor does not know or suspect to exist in your favor at the time of executing the release, which if known by him must have materially affected your settlement with the debtor.” If I am forty (40) years of age or older as of the Separation Date, Released Claims. [IF EXECUTIVE IS 40 YEARS OF AGE OR OLDER] I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the federal Age Discrimination in Employment Act of 1967ADEA, as amended (“ADEA”). I also acknowledge and that the consideration given for the waiver in the above paragraph this Release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writingadvised, as required by the ADEA ADEA, that: (a) my waiver and release do does not apply to any rights or claims that may arise after my signing of the date I sign this Release; (b) I should have been advised that I have the right to consult with an attorney prior to executing this ReleaseRelease (although I may choose voluntarily not to do so); (c) I have been given twenty-one (21) days within which to consider this Release (although I may choose voluntarily to voluntarily execute this Release sign it earlier); (d) I have seven (7) days following the my execution of this release Release to revoke my acceptance of it (with such revocation to be delivered in writing to the ReleaseCompany within the 7-day revocation period); and (e) this Release will not be effective until the date upon which the revocation period has expired, which will be the eighth day after this Release has been signed both by me and by the Company I sign it, provided I do not earlier revoke it (“Effective Date”). I further agree: (a) not to disparage the Company or any of the other Released Parties, in any manner likely to be harmful to its or their business, business reputation or personal reputation (although I may respond accurately and fully to any question, inquiry or request for information as required by legal process); (b) not to voluntarily (except in response to legal compulsion) assist any third party in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim or other formal proceedings against the Company, its affiliates, officers, directors, employees or agents; and (c) to reasonably cooperate with the Company by voluntarily (without legal compulsion) providing accurate and complete information, in connection with the Company’s actual or contemplated defense, prosecution or investigation of any claims or demands by or against third parties, or other matters, arising from events, acts, or omissions that occurred during my employment with the Company. I hereby certify that I have returned, without retaining any reproductions (in whole or in part), all information, materials and other property of the Company, including but not limited to any such information, materials or property contained on any personally-owned electronic or other storage device (such as computer, cellular phone, PDA, tablet or the like). This Release, together with the Agreement (including all Exhibits and documents incorporated therein by reference), constitutes the complete, final and exclusive embodiment of the entire agreement between me and the Company with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained in the Release or the Agreement, and it entirely supersedes any other such promises, warranties or representations, whether oral or written. Reviewed, Understood and Agreed: [COMPANY] [EMPLOYEE] By: [Name] [Title]:

Appears in 1 contract

Samples: Employment Agreement (Newlink Genetics Corp)

EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT. In consideration this employment agreementACKNOWLEDGEMENT FORM I acknowledge that I have been given a copy of the Employee Proprietary Information and Inventions Agreement, employeethat I have read it, and that I understand its terms and procedures. Furthermore, I agree to abide by it and understand that if NewLink determines my conduct warrants it, I may be subject to discipline for breaches hereof, up to and including the immediate termination of my employment. Xxxx Xxxxxx Employee’s continued Name (Please Print) /s/ Xxxx Xxxxxx Employee’s Signature July 26, 2018 Date Exhibit 10.5 Exhibit B RELEASE [To be signed on or within twenty-one (21) days after the Separation Date] My employment with the company and other good and valuable consideration, the receipt of which is hereby acknowledged by Mad Catz Inc., and Xx Xxxxxx (collectively, the “Parties), the Parties hereby agree that that Agreement entitled AGREEMENT RELATING TO EMPLOYEE CONFIDENTIALITY, NON-DISCLOSURE AND ASSIGNMENT OF INVENTIONS, PATENTS, IDEAS AND DISCOVERIES and attached hereto as Exhibit A is hereby made part of this employment agreement. EXHIBIT B RELEASE AGREEMENT I understand that my position with Mad Catz Interactive, Inc. and Mad Catz, Inc. NewLink Genetics Corporation (the “Company”) terminated effective , ended in all capacities on ___________ (the “Separation Date”). The I hereby confirm that I have been paid all compensation owed to me by the Company has agreed that if for all hours worked; I have received all the leave and leave benefits and protections for which I was eligible, pursuant to the Company’s policies, applicable law, or otherwise; and I have not suffered any on-the-job injury or illness for which I have not already filed a workers’ compensation claim. If I choose to sign enter into this ReleaseRelease and allow it to become effective by its terms, the Company will pay provide me with certain severance benefits pursuant to the terms of the Employment Agreement between me and the Company dated _______, 2015 (the “Agreement”) between myself and the Company, and any agreements incorporated therein by reference). I understand that I am not entitled to such severance benefits unless I sign return this fully-executed Release and it becomes fully effective. I understand that, regardless of whether I sign this Release, to the Company will pay me all of my accrued salary and vacation through within twenty-one (21) days after the Separation Date, and allow this Release to which I am entitled become fully effective and non-revocable by lawits terms. (Capitalized terms used but not defined in this Release shall have the meaning ascribed to them in the Agreement.) In consideration exchange for the severance benefits to which I am receiving under the Agreementwould not otherwise be entitled, I hereby generally and completely release the Company and its directors, officers, directorsemployees, shareholders, partners, agents, attorneys, employeespredecessors, shareholderssuccessors, parentsparent and subsidiary entities, subsidiariesinsurers, affiliates, and affiliates assigns (collectively, the “Released Parties”) from any and all claims, liabilitiesliabilities and obligations, demandsboth known and unknown, causes arising from or in any way related to events, acts, conduct, or omissions occurring prior to or at the time that I sign this Release, including but not limited to claims arising from or in any way related to my employment with the Company or the termination of actionthat employment (collectively, the “Released Claims”). By way of example, the Released claims include, but are not limited to: (1) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (2) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (3) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (4) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, damages or obligations other claims arising under the federal Civil Rights Act of every kind 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and nature, whether they are now known or unknown, arising at any time prior to the date I sign this Release Iowa and which arise out of my employment or my termination of employment with the Company, including, without limitation, any such claims based on federal and Texas state statutory and common law, breach of contract, tort, wrongful termination, discrimination, wages or benefits, or claims for any form of compensation for serviceslaws. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (a) any claims for breach of the Agreement arising after the date on which I sign this Release; (2) claims for reimbursement of properly incurred business expenses prior to and through the Separation Date which are submitted to the Company for reimbursement within thirty (30) days after the Separation Date; (3) all rights I have in respect of the Equity Awards; (4) all claims for or rights to indemnification pursuant to the articles of incorporation and bylaws of the Company, any indemnification agreement to which I am a party, or under applicable law; and (5) all claims which cannot be waived as a matter of law. I understand that nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or any other government agency, except that I acknowledge and agree that I am hereby waiving my right to any monetary benefits in connection with any such claim, charge or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not releasing aware of any right of indemnification claims that I may have for or might have against any liabilities arising from my actions within the course and scope of my employment with the Company. Notwithstanding anything herein to the contrary, the release described herein does not apply to any rights or obligations arising under this Release Agreement. In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect parties released above that are not included in any jurisdiction: “A general release does not extend to claims which the creditor does not know or suspect to exist in your favor at the time of executing the release, which if known by him must have materially affected your settlement with the debtor.” If I am forty (40) years of age or older as of the Separation Date, Released Claims. Exhibit 10.5 [IF EXECUTIVE IS 40 YEARS OF AGE OR OLDER] I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the federal Age Discrimination in Employment Act of 1967ADEA, as amended (“ADEA”). I also acknowledge and that the consideration given for the waiver in the above paragraph this Release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writingadvised, as required by the ADEA ADEA, that: (a) my waiver and release do does not apply to any rights or claims that may arise after my signing of the date I sign this Release; (b) I should have been advised that I have the right to consult with an attorney prior to executing this ReleaseRelease (although I may choose voluntarily not to do so); (c) I have been given twenty-one (21) days within which to consider this Release (although I may choose voluntarily to voluntarily execute this Release sign it earlier); (d) I have seven (7) days following the my execution of this release Release to revoke my acceptance of it (with such revocation to be delivered in writing to the ReleaseCompany within the 7-day revocation period); and (e) this Release will not be effective until the date upon which the revocation period has expired, which will be the eighth day after this Release has been signed both by me and by the Company I sign it, provided I do not earlier revoke it (“Effective Date”). I further agree: (a) not to disparage the Company or any of the other Released Parties, in any manner likely to be harmful to its or their business, business reputation or personal reputation (although I may respond accurately and fully to any question, inquiry or request for information as required by legal process); (b) not to voluntarily (except in response to legal compulsion) assist any third party in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim or other formal proceedings against the Company, its affiliates, officers, directors, employees or agents; and (c) to reasonably cooperate with the Company by voluntarily (without legal compulsion) providing accurate and complete information, in connection with the Company’s actual or contemplated defense, prosecution or investigation of any claims or demands by or against third parties, or other matters, arising from events, acts, or omissions that occurred during my employment with the Company. I hereby certify that I have returned, without retaining any reproductions (in whole or in part), all information, materials and other property of the Company, including but not limited to any such information, materials or property contained on any personally-owned electronic or other storage device (such as computer, cellular phone, PDA, tablet or the like). This Release, together with the Agreement (including all Exhibits and documents incorporated therein by reference), constitutes the complete, final and exclusive embodiment of the entire agreement between me and the Company with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained in the Release or the Agreement, and it entirely supersedes any other such promises, warranties or representations, whether oral or written. Reviewed, Understood and Agreed: [COMPANY] [EMPLOYEE] By: [Name] [Title]:

Appears in 1 contract

Samples: Employment Agreement (Newlink Genetics Corp)

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EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT. In consideration this employment agreement, employee’s of the continued employment with relationship between Mad Catz, Inc., (the company “Company”) and other good and valuable considerationDxxxxx Xxxxxxxxxx (the “Executive”), including the terms set forth in the attached Employment Agreement of even date, the receipt parties hereto agree as follows: Insert paragraphs 2-4 of which is hereby acknowledged your addendum, followed by Mad Catz Inc., and Xx Xxxxxx (collectively, the “Parties), the Parties hereby agree that that Agreement entitled AGREEMENT RELATING TO EMPLOYEE CONFIDENTIALITY, NON-DISCLOSURE AND ASSIGNMENT OF INVENTIONS, PATENTS, IDEAS AND DISCOVERIES and attached hereto as Exhibit A is hereby made part of this employment agreementsignature lines. EXHIBIT B RELEASE AGREEMENT I understand that my position with GTR/Mad Catz Interactive, Inc. and Mad Catz, Inc. (the “Company”) terminated effective , (the “Separation Date”). The Company has agreed that if I choose to sign this Release, the Company will pay me certain severance benefits pursuant to the terms of the Employment Agreement (the “Agreement”) between myself and the Company, and any agreements incorporated therein by reference. I understand that I am not entitled to such benefits unless I sign this Release and it becomes fully effective. I understand that, regardless of whether I sign this Release, the Company will pay me all of my accrued salary and vacation through the Separation Date, to which I am entitled by law. In consideration for the severance benefits I am receiving under the Agreement, I hereby release the Company and its officers, directors, agents, attorneys, employees, shareholders, parents, subsidiaries, and affiliates from any and all claims, liabilities, demands, causes of action, attorneys’ fees, damages or obligations of every kind and nature, whether they are now known or unknown, arising at any time prior to the date I sign this Release and which arise out of my employment or my termination of employment with the Company, including, without limitation, any such claims based on federal and state statutory and common law, breach of contract, tort, wrongful termination, discrimination, wages or benefits, or claims for any form of compensation for services. Notwithstanding the foregoing, I am not releasing any right of indemnification I may have for any liabilities arising from my actions within the course and scope of my employment with the Company. Notwithstanding anything herein to the contrary, the release described herein does not apply to any rights or obligations arising under this Release Agreement. In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “A general release does not extend to claims which the creditor does not know or suspect to exist in your favor at the time of executing the release, which if known by him must have materially affected your settlement with the debtor.” If I am forty (40) years of age or older as of the Separation Date, I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”). I also acknowledge that the consideration given for the waiver in the above paragraph is in addition to anything of value to which I was already entitled. I have been advised by this writing, as required by the ADEA that: (a) my waiver and release do not apply to any claims that may arise after my signing of this Release; (b) I should consult with an attorney prior to executing this Release; (c) I have twenty-one (21) days within which to consider this Release (although I may choose to voluntarily execute this Release earlier); (d) I have seven (7) days following the execution of this release to revoke the Release; and (e) this Release will not be effective until the eighth day after this Release has been signed both by me and by the Company (“Effective Date”). Agreed: [COMPANY] [EMPLOYEE] By: [Name] [Title]] Date: Date:

Appears in 1 contract

Samples: Release Agreement (Mad Catz Interactive Inc)

EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT. In consideration this employment agreementACKNOWLEDGEMENT FORM I acknowledge that I have been given a copy of the Employee Proprietary Information and Inventions Agreement, employee’s continued that I have read it, and that I understand its terms and procedures. Furthermore, I agree to abide by it and understand that if NewLink determines my conduct warrants it, I may be subject to discipline for breaches hereof, up to and including the immediate termination of my employment. Employee's Name (Please Print): Xxxx Xxxxxxx Employee's Signature: /s/ Xxxx Xxxxxxx Date: January 4, 2016 Exhibit 10.6 Exhibit B RELEASE [To be signed on or within twenty-one (21) days after the Separation Date] My employment with the company and other good and valuable consideration, the receipt of which is hereby acknowledged by Mad Catz Inc., and Xx Xxxxxx (collectively, the “Parties), the Parties hereby agree that that Agreement entitled AGREEMENT RELATING TO EMPLOYEE CONFIDENTIALITY, NON-DISCLOSURE AND ASSIGNMENT OF INVENTIONS, PATENTS, IDEAS AND DISCOVERIES and attached hereto as Exhibit A is hereby made part of this employment agreement. EXHIBIT B RELEASE AGREEMENT I understand that my position with Mad Catz Interactive, Inc. and Mad Catz, Inc. NewLink Genetics Corporation (the “Company”) terminated effective , ended in all capacities on ___________ (the “Separation Date”). The I hereby confirm that I have been paid all compensation owed to me by the Company has agreed that if for all hours worked; I have received all the leave and leave benefits and protections for which I was eligible, pursuant to the Company’s policies, applicable law, or otherwise; and I have not suffered any on-the-job injury or illness for which I have not already filed a workers’ compensation claim. If I choose to sign enter into this ReleaseRelease and allow it to become effective by its terms, the Company will pay provide me with certain severance benefits pursuant to the terms of the Employment Agreement between me and the Company dated _______, 2015 (the “Agreement”) between myself and the Company, and any agreements incorporated therein by reference). I understand that I am not entitled to such severance benefits unless I sign return this fully-executed Release and it becomes fully effective. I understand that, regardless of whether I sign this Release, to the Company will pay me all of my accrued salary and vacation through within twenty-one (21) days after the Separation Date, and allow this Release to which I am entitled become fully effective and non-revocable by lawits terms. (Capitalized terms used but not defined in this Release shall have the meaning ascribed to them in the Agreement.) In consideration exchange for the severance benefits to which I am receiving under the Agreementwould not otherwise be entitled, I hereby generally and completely release the Company and its directors, officers, directorsemployees, shareholders, partners, agents, attorneys, employeespredecessors, shareholderssuccessors, parentsparent and subsidiary entities, subsidiariesinsurers, affiliates, and affiliates assigns (collectively, the “Released Parties”) from any and all claims, liabilitiesliabilities and obligations, demandsboth known and unknown, causes arising from or in any way related to events, acts, conduct, or omissions occurring prior to or at the time that I sign this Release, including but not limited to claims arising from or in any way related to my employment with the Company or the termination of actionthat employment (collectively, the “Released Claims”). By way of example, the Released claims include, but are not limited to: (1) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (2) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (3) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (4) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, damages or obligations other claims arising under the federal Civil Rights Act of every kind 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and nature, whether they are now known or unknown, arising at any time prior to the date I sign this Release and which arise out of my employment or my termination of employment with the Company, including, without limitation, any such claims based on federal and Iowa state statutory and common law, breach of contract, tort, wrongful termination, discrimination, wages or benefits, or claims for any form of compensation for services. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (a) any claims for breach of the Agreement arising after the date on which I sign this Release; (2) claims for reimbursement of properly incurred business expenses prior to and through the Separation Date which are submitted to the Company for reimbursement within thirty (30) days after the Separation Date; (3) all rights I have in respect of the Equity Awards; (4) all claims for or rights to indemnification pursuant to the articles of incorporation and bylaws of the Company, any indemnification agreement to which I am a party, or under applicable law; and (5) all claims which cannot be waived as a matter of law. I understand that nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or any other government agency, except that I acknowledge and agree that I am hereby waiving my right to any monetary benefits in connection with any such claim, charge or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not releasing aware of any right of indemnification claims that I may have for or might have against any liabilities arising from my actions within the course and scope of my employment with the Company. Notwithstanding anything herein to the contrary, the release described herein does not apply to any rights or obligations arising under this Release Agreement. In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect parties released above that are not included in any jurisdiction: “A general release does not extend to claims which the creditor does not know or suspect to exist in your favor at the time of executing the release, which if known by him must have materially affected your settlement with the debtor.” If I am forty (40) years of age or older as of the Separation Date, Released Claims. [IF EXECUTIVE IS 40 YEARS OF AGE OR OLDER] I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the federal Age Discrimination in Employment Act of 1967ADEA, as amended (“ADEA”). I also acknowledge and that the consideration given for the waiver in the above paragraph this Release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writingadvised, as required by the ADEA ADEA, that: (a) my waiver and release do does not apply to any rights or claims that may arise after my signing of the date I sign this Release; (b) I should have been advised that I have the right to consult with an attorney prior to executing this ReleaseRelease (although I may choose voluntarily not to do so); (c) I have been given twenty-one (21) days within which to consider this Release (although I may choose voluntarily to voluntarily execute this Release sign it earlier); (d) I have seven (7) days following the my execution of this release Release to revoke my acceptance of it (with such revocation to be delivered in writing to the ReleaseCompany within the 7-day revocation period); and (e) this Release will not be effective until the date upon which the revocation period has expired, which will be the eighth day after this Release has been signed both by me and by the Company I sign it, provided I do not earlier revoke it (“Effective Date”). I further agree: (a) not to disparage the Company or any of the other Released Parties, in any manner likely to be harmful to its or their business, business reputation or personal reputation (although I may respond accurately and fully to any question, inquiry or request for information as required by legal process); (b) not to voluntarily (except in response to legal compulsion) assist any third party in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim or other formal proceedings against the Company, its affiliates, officers, directors, employees or agents; and (c) to reasonably cooperate with the Company by voluntarily (without legal compulsion) providing accurate and complete information, in connection with the Company’s actual or contemplated defense, prosecution or investigation of any claims or demands by or against third parties, or other matters, arising from events, acts, or omissions that occurred during my employment with the Company. I hereby certify that I have returned, without retaining any reproductions (in whole or in part), all information, materials and other property of the Company, including but not limited to any such information, materials or property contained on any personally-owned electronic or other storage device (such as computer, cellular phone, PDA, tablet or the like). This Release, together with the Agreement (including all Exhibits and documents incorporated therein by reference), constitutes the complete, final and exclusive embodiment of the entire agreement between me and the Company with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained in the Release or the Agreement, and it entirely supersedes any other such promises, warranties or representations, whether oral or written. Reviewed, Understood and Agreed: [COMPANY] [EMPLOYEE] By: [Name] [Title]:

Appears in 1 contract

Samples: Employment Agreement (Newlink Genetics Corp)

EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT. In consideration of this employment agreement, employee’s continued employment with the company agreement and other good and valuable consideration, the receipt of which is hereby acknowledged by Mad Catz Inc., and Xx Xxxxxx Xxxxx Xxxxxxxx (collectively, the “Parties), the Parties hereby agree that that the Agreement entitled AGREEMENT RELATING TO EMPLOYEE CONFIDENTIALITY, NON-DISCLOSURE AND ASSIGNMENT OF INVENTIONS, PATENTS, IDEAS AND DISCOVERIES and attached hereto as Exhibit A is hereby made part of this employment agreement. MAD CATZ EUROPE, LTD. | 31 Shenley Pavilions, Xxxxxxxxx Xxxxx, Xxxxxx Xxxxxx, Buckinghamshire, MK5 6LB England | +00 (0)0000 000 000 phone | +00 (0)0000 000 000 facsimile EXHIBIT B RELEASE AGREEMENT I understand that my position with Mad Catz Interactive, Inc. and Mad Catz, Inc. Europe Limited (the “Company”) terminated effective ___________, _____ (the “Separation Date”). The Company has agreed that if I choose to sign this Release, the Company will pay me certain severance benefits pursuant to the terms of the Employment Agreement (the “Agreement”) between myself and the Company, and any agreements incorporated therein by reference. I understand that I am not entitled to such benefits unless I sign this Release and it becomes fully effective. I understand that, regardless of whether I sign this Release, the Company will pay me all of my accrued salary and vacation through the Separation Date, to which I am entitled by law. In consideration for the severance benefits I am receiving under the Agreement, I hereby release the Company and its officers, directors, agents, attorneys, employees, shareholders, parents, subsidiaries, and affiliates from any and all claims, liabilities, demands, causes of action, attorneys’ fees, damages or obligations of every kind and nature, whether they are now known or unknown, arising at any time prior to the date I sign this Release and which arise out of my employment or my termination of employment with the Company, including, without limitation, any such claims based on federal and state statutory and common law, breach of contract, tort, wrongful termination, discrimination, wages or benefits, or claims for any form of compensation for services. Notwithstanding the foregoing, I am not releasing any right of indemnification I may have for any liabilities arising from my actions within the course and scope of my employment with the Company. Notwithstanding anything herein to the contrary, the release described herein does not apply to any rights or obligations arising under this Release Agreement. In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or legal principle of similar effect in any jurisdiction: “A general release does not extend to claims which the creditor does not know or suspect to exist in your favor at the time of executing the release, which if known by him must have materially affected your settlement with the debtor.” If I am forty (40) years of age or older as of the Separation Date, I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”). I also acknowledge that the consideration given for the waiver in the above paragraph is in addition to anything of value to which I was already entitled. I have been advised by this writing, as required by the ADEA that: (a) my waiver and release do not apply to any claims that may arise after my signing of this Release; (b) I should consult with an attorney prior to executing this Release; (c) I have twenty-one (21) days within which to consider this Release (although I may choose to voluntarily execute this Release earlier); (d) I have seven (7) days following the execution of this release to revoke the Release; and (e) this Release will not be effective until the eighth day after this Release has been signed both by me and by the Company (“Effective Date”). Agreed: [COMPANYCompany] [EMPLOYEEEmployee] By: [Name] [Title]] Date: Date: MAD CATZ EUROPE, LTD. | 31 Shenley Pavilions, Xxxxxxxxx Xxxxx, Xxxxxx Xxxxxx, Buckinghamshire, MK5 6LB England | +00 (0)0000 000 000 phone | +00 (0)0000 000 000 facsimile

Appears in 1 contract

Samples: Release Agreement (Mad Catz Interactive Inc)

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