Employee Release of Claims. Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Employee Releasees”). Employee, on his own behalf and on behalf of his respective heirs, family members, executors, agents, attorneys and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Employee Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date Employee signs this Agreement, including, without limitation: a. any and all claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship; b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; d. any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Age Discrimination in Employment Act (“ADEA”); the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; the Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code; the California Workers’ Compensation Act; and the California Fair Employment and Housing Act; and any other similar statutes, regulations or laws; e. any and all claims for violation of the federal or any state constitution; f. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and h. any and all claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement and does not release claims that cannot be released as a matter of law. This release does not release any rights Employee has to indemnification under the Company’s governing documents, any agreement between Employee and the Company, or the law. Employee represents that Employee has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this section.
Appears in 2 contracts
Samples: Separation Agreement, Separation Agreement (ACELYRIN, Inc.)
Employee Release of Claims. Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Employee Releasees”). Employee, on his her own behalf and on behalf of his her respective heirs, family members, executors, agents, attorneys and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Employee Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date Employee signs this Agreement, including, without limitation:
a. : a any and all claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
b. ; b any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
d. any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Age Discrimination in Employment Act (“ADEA”); the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; the Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code; the California Workers’ Compensation Act; and the California Fair Employment and Housing Act; and any other similar statutes, regulations or laws;
e. any and all claims for violation of the federal or any state constitution;
f. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
h. any and all claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement and does not release claims that cannot be released as a matter of law. This release does not release any rights Employee has to indemnification under the Company’s governing documents, any agreement between Employee and the Company, or the law. Employee represents that Employee has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this section.
Appears in 1 contract
Employee Release of Claims. Employee agrees that In consideration for the foregoing separation consideration represents settlement set forth in full this Agreement, Employee, on behalf of all outstanding obligations owed to Employee by himself, his heirs, executors, legal representatives, spouse and assigns, hereby fully and forever releases the Company and its current respective past and former present officers, directors, employees, agents, investors, attorneys, shareholdersstockholders, administrators, subsidiaries, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Employee Releasees”). Employee, on his own behalf and on behalf of his respective heirs, family members, executors, agentsassigns, attorneys and assigns, hereby insurers (the “Company’s Released Parties”) of and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, from any claim, complaint, charge, duty, obligation, demand, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee any of them may possess against any of the Employee Releasees arising from any omissions, acts, facts, acts or damages facts that have occurred up until and including through the date that Employee signs this Agreement, including, without limitation:
a. , any and all claims relating to claims:
A. which arise out of, result from, or arising from occurred in connection with Employee’s employment relationship with by the Company and or any of its affiliated entities, the termination of that employment relationship, any events occurring in the course of that employment, or any events occurring prior to the execution of this Agreement;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims B. for wrongful discharge of employment; termination in violation of public policy; discharge, discrimination; harassment; , harassment and/or retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; , libel or invasion of privacy; violation of public policy; fraud, misrepresentation or conspiracy; and false imprisonment; conversion; and disability benefits;
d. any and all claims C. for a violation of any federal, state, state or municipal statute, regulation or ordinance relating to employment, including, but not limited towithout limitation, (1) Title VII of the Civil Rights Act of 1964; , as amended, (2) the Civil Rights Act of 1866, as amended, (3) the Civil Rights Act of 1991; , as amended, (4) the Rehabilitation Employee Retirement and Income Security Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Age Discrimination in Employment Act 1974, as amended, (“ADEA”); the Fair Credit Reporting Act; 5) the Age Discrimination in Employment Act of 1967; , as amended (the “ADEA”), including without limitation, the Older Workers Workers’ Benefit Protection Act; , as amended (“OWBPA”), (6) the Employee Retirement Income Security OWBPA, (7) the Americans with Disabilities Act of 1974; 1990, as amended, (8) the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; the Immigration Control and Reform Act; the California Family Minnesota Human Rights Act; , as amended (the California Labor Code; “MHRA”), (9) the California Workers’ Compensation Act; Minnesota Equal Pay for Equal Work Law, as amended, (10) the Minnesota healthcare worker whistleblower protection laws, (11) the Minnesota family leave law, and (12) the California Fair Employment and Housing Act; and any other similar Minnesota personnel record access statutes, regulations or laws;
e. any and all claims D. for violation of the federal or any state constitution;
f. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding back pay or other tax treatment of any of the proceeds received by Employee as a result of this Agreementunpaid compensation; andand/or
h. any and all claims E. for attorneys’ fees and costs. To the fullest extent permitted by law, Employee will not take any action that is contrary to the promises he has made in this Agreement. Employee represents that he has not filed any lawsuit, arbitration, or other claim against any of the Company’s Released Parties. Employee states that he knows of no violation of state, federal, or municipal law or regulation by any of the Company’s Released Parties, and knows of no ongoing or pending investigation, charge, or complaint by any agency charged with enforcement of state, federal, or municipal law or regulation. Employee further agrees he shall not receive any monetary damages, recovery and/or relief of any type related to any released claim(s), whether pursued by Employee or any governmental agency, other person or group. Employee hereby agrees that the release set forth in this section Agreement shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement and does not release claims that cannot be released as a matter of law. This release does not release any rights Employee has to indemnification under the Company’s governing documents, any agreement between Employee and the Company, or the law. Employee represents that Employee has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this section.
Appears in 1 contract
Samples: Separation and Release Agreement (Sunshine Heart, Inc.)
Employee Release of Claims. Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Employee Releasees”)) other than obligations owed to Employee pursuant to the Indemnification Agreement and D&O Policies pursuant to their respective terms. Employee, on his her own behalf and on behalf of his her respective heirs, family members, executors, agents, attorneys and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Employee Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date Employee signs this Agreement, including, without limitation:
a. any and all claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
d. any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Age Discrimination in Employment Act (“ADEA”); the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; the Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code; the California Workers’ Compensation Act; and the California Fair Employment and Housing Act; and any other similar statutes, regulations or laws;
e. any and all claims for violation of the federal or any state constitution;
f. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
h. any and all claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement and does not release claims that cannot be released as a matter of law. This release does not release any rights Employee has to indemnification under the Company’s governing documents, any agreement between Employee and the Company, or the law. This release does not release any rights Employee may have under the Indemnification Agreement and/or the D&O Policies. Employee represents that Employee has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this section.
Appears in 1 contract
Employee Release of Claims. Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Employee Releasees”). Employee, on his her own behalf and on behalf of his her respective heirs, family members, executors, agents, attorneys and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Employee Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date Employee signs this Agreement, including, without limitation:
a. any and all claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
d. any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Age Discrimination in Employment Act (“ADEA”); the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; the Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code; the California Workers’ Compensation Act; and the California Fair Employment and Housing Act; and any other similar statutes, regulations or laws;
e. any and all claims for violation of the federal or any state constitution;
f. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
h. any and all claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement and does not release claims that cannot be released as a matter of law. This release does not release any rights Employee has to indemnification under the Company’s governing documents, any agreement between Employee and the Company, or the law. Employee represents that Employee has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this section.
Appears in 1 contract
Employee Release of Claims. The Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to the Employee by the Company Solazyme and its current and former officers, directors, employees, agents, investors, attorneys, shareholdersstockholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Employee Releasees”). Except as expressly provided herein, the Employee, on his own behalf and on behalf of his respective heirs, family members, executors, agents, attorneys and assigns, hereby and forever releases the Releasees from, and agrees not to sue xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that the Employee may possess against any of the Employee Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date Employee signs Effective Date of this Agreement, including, without limitation:
a. any and all claims relating to or arising from the Employee’s employment relationship with the Company Solazyme and the transition and anticipated termination of that relationship;
b. any and all claims relating to, or arising from, the Employee’s right to purchase, or actual purchase of shares of stock of the CompanySolazyme, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law, based on facts and/or actions that have occurred prior to the Effective Date (other than Employee’s ownership right to Solazyme stock or equity awards and any vesting schedules in regard to such equity awards);
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
d. any and all claims for violation of any federal, state, or municipal statute, includingincluding claims for discrimination, but not limited toharassment, Title VII of retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 19641964 and 1991 (as amended), and the California Fair Employment and Housing Act (“FEHA”), as amended (including any claims for age, race, color, ancestry, national origin, disability, medical condition, marital status, sexual orientation, gender, gender identity, gender expression, religious creed, pregnancy, sex discrimination and harassment); the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Older Workers Benefits Protection Act; the Fair Labor Standards Act; the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”); the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security and Securities Act of 1974; the Worker Adjustment and Retraining Notification Act(“ERISA”); the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; the Immigration Control and Reform Act(“FMLA”); the California Family Rights Act (“CFRA”); the federal Americans with Disabilities Act of 1990 (“ADA”); the Xxxxx Xxxxxxxxx Fair Pay Act; the Immigration Reform and Control Act of 1986; the Equal Pay Act, of 1963, as amended; California Business and Professions Code 17200; Uniform Trade Secrets Act; Xxxxxxxx-Xxxxx Act; any and all protections pursuant to California’s Labor Code, laws, statutes or orders or the Fair Labor Standards Act (“FLSA”); the California Workers’ Compensation Actany wage and hour law (including any claim for waiting-time penalties); privacy rights; and the California Fair Employment and Housing Act; and any other similar statutes, regulations or lawswhistleblower protections;
e. any and all claims for violation of the federal or any state constitution;
f. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding non-withholding or other tax treatment of any of the proceeds received by the Employee as a result of this Agreement; and
h. any and all claims for attorneys’ fees and costs. The Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any the payments, benefits or obligations incurred under this Agreement. Except as provided in section 4.b. above, this release does not extend to Employee’s rights as an equity holder of Solazyme. This release does not extend to the Employee’s contractual or common law rights to an indemnity and/or defense to the extent he is entitled to one by virtue of his employment with the Company and does not relate to claims released hereunder or under the Separation Agreement. For avoidance of doubt, the Employee is not releasing his rights to an indemnity and defense as they are set forth in the Indemnity Agreement that he and Solazyme executed on or about April 29, 2011 (the “Indemnity Agreement”). This release does not release claims that cannot be released as a matter of law. This release , including, but not limited to, the Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against Solazyme (with the understanding that any such filing or participation does not give the Employee the right to recover any monetary damages against Solazyme; the Employee’s release any rights of claims herein bars the Employee has to indemnification under the Company’s governing documents, any agreement between Employee and the Company, or the lawfrom recovering such monetary relief from Solazyme). The Employee represents that Employee he has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this sectionSection.
Appears in 1 contract
Employee Release of Claims. Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliatesaffiliates as defined in Rule 12b-2 promulgated by the SEC under the Exchange Act (“Affiliate(s)”), benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Employee Releasees”). In exchange for the consideration provided in this Agreement, which Employee would not be entitled to receive apart from this Agreement, Employee, on his his/her own behalf and on behalf of his his/her respective heirs, family members, executors, agents, attorneys and assigns, hereby and forever releases the Releasees from, and agrees not to sue xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Employee Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date Employee signs this Agreement, including, without limitation:
a. any and all claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
d. any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Age Discrimination in Employment Act (“ADEA”); the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; the Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code; the California Workers’ Compensation Act; and the California Fair Employment and Housing Act; and any other similar statutes, regulations or laws;
e. any and all claims for violation of the federal or any state constitution;
f. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
h. any and all claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement and or to any of the Company’s obligations to Employee that arise under this Agreement after the Effective Date. The release set forth in this Section 4 does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company (“Governmental Agencies”) (with the understanding that any such filing or participation does not give Employee the right to recover any monetary damages against the Company; Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company). This Employee further understands this Agreement does not limit Employee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. Notwithstanding the foregoing, nothing in this Agreement shall, or is intended to, release or impair any of the following:
(a) Employee’s rights to receive the consideration and benefits provided under this Agreement or the Consulting Agreement;
(b) Employee’s rights and the obligations of the Company under the Equity Award Agreements;
(c) Employee’s vested rights under any 401k, retirement, or other benefit plan of the Company;
(d) Employee’s rights to be defended and indemnified pursuant to California Labor Code, Section 2802 or other law, the Certificate of Incorporation or Bylaws of the Company, and the Indemnification Agreement entered into with Employee (including the right to receive advancements of expenses in accordance with any of the foregoing) (the “Indemnification Agreement”), or any policy of directors’ and officers’ liability insurance. Employee acknowledges that he/she is waiving and releasing any rights he/she may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary. Employee agrees that this waiver and release does not release apply to any rights Employee has to indemnification or claims that may arise under the Company’s governing documentsADEA after the date Employee signs this Agreement. Employee acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Employee was already entitled. Employee further acknowledges that he/she has been advised by this writing that: (a) he/she should consult with an attorney prior to executing this Agreement; (b) he/she has twenty-one (21) days within which to consider this Agreement; (c) he/she has seven (7) days following his/her execution of this Agreement to revoke this Agreement; (d) this Agreement shall not be effective until after the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any agreement between Employee and the Companycondition precedent, penalties, or the costs for doing so, unless specifically authorized by federal law. In the event Employee represents signs this Agreement and returns it to the Company in less than the 21-day period identified above, Employee hereby acknowledges that Employee he/she has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by freely and voluntarily chosen to waive the time period allotted for considering this sectionAgreement.
Appears in 1 contract
Employee Release of Claims. Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Employee Releasees”). Employee, on his her own behalf and on behalf of his her respective heirs, family members, executors, agents, attorneys and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Employee Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date Employee signs this Agreement, including, without limitation:
a. : a any and all claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
b. ; b any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. ; c any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
d. ; d any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Age Discrimination in Employment Act (“ADEA”); the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; the Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code; the California Workers’ Compensation Act; and the California Fair Employment and Housing Act; and any other similar statutes, regulations or laws;
e. ; e any and all claims for violation of the federal or any state constitution;
f. ; f any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. ; g any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
h. and h any and all claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement and does not release claims that cannot be released as a matter of law. This release does not release any rights Employee has to indemnification under the Company’s governing documents, any agreement between Employee and the Company, or the law. Employee represents that Employee has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this section.
Appears in 1 contract
Samples: Separation Agreement
Employee Release of Claims. Employee agrees that In consideration of the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee Severance Benefits and promises by the Company described in this Agreement, Employee releases, waives, discharges, and forever holds the Company and any of its current predecessors, successors, divisions, parents, subsidiaries, affiliates or related companies, founders, joint venture partners, partners, owners, investors and each of its or their present and former officers, trustees, directors, shareholders, agents, fiduciaries, employee benefit plans, employees, attorneys, representatives, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations successors and assigns (collectivelyhereinafter referred to collectively as “Released Parties”) harmless from any and all claims, the “Employee Releasees”). Employeedemands, on his own behalf causes of action, damages, costs, fees, bonuses, commissions, compensation, suits and on behalf of his respective heirs, family members, executors, agents, attorneys and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kindall liability whatsoever, whether presently known or unknown, suspected fixed or unsuspectedcontingent, liquidated or unliquidated, arising or existing on, or at any time prior to, the date this Agreement is executed by Employee. Such released claims include, without limitation: (i) any claims arising out of Employee’s employment with the Company, (ii) any claims arising out of or related to Employee’s previous employment agreement, including any amendments thereto, with the Company, (iii) any claims arising out of Employee’s separation from employment with the Company; and (iv) all claims known or unknown that could or have been asserted by Employee may possess against any of the Employee Releasees Released Parties, at law or equity or sounding in contract (express or implied) or tort, claims arising from any omissions, acts, facts, or damages that have occurred up until and including the date Employee signs this Agreement, including, without limitation:
a. any and all claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
d. any and all claims for violation of any federal, state, or municipal statutelocal laws of any jurisdiction including laws that prohibit discrimination, includingharassment or retaliation based on age, but not limited tosex, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; race, national origin, color, disability, religion, veteran, military status, sexual orientation, or any other protected category, claims under the Age Discrimination in Employment Act (“ADEA”); the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; , the Older Workers Benefit Protection Act (“OWBPA”), the Americans with Disabilities Act (“ADA”) and Americans with Disabilities Act Amendment Act (“ADAAA”), Title VII of the Civil Rights Act of 1964, as amended (“Title VII”), the Rehabilitation Act; , the Family and Medical Leave Act (“FMLA”), the Fair Labor Standards Act (“FLSA”), the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx”), the Employee Polygraph Protection Act (“EPPA”), the Xxxx Xxxxxxxxx Fair Pay Act, the Genetic Information Nondiscrimination Act (“XXXX”), the Uniform Services Employment and Re-employment Rights Act (“USERRA”), the Worker Adjustment Retraining Notification Act (“WARN”), the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; the Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code; the California Workers’ Compensation Act; and the California Fair Employment and Housing Act; (“ERISA”) and any other similar statutesfederal, regulations state, local or laws;
e. any and all claims for violation of the federal municipal statute or any state constitution;
f. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
h. any and all claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters releasedordinance. This release does not extend to any obligations incurred under cover claims that may arise or occur after the date this Agreement and does not release claims that cannot be released as a matter of lawis signed. This release does not release any rights Employee has to indemnification under the Company’s governing documentsBy signing this Agreement, any agreement between Employee and the Company, or the law. Employee represents that Employee has made no assignment not filed any claims, complaints, charges or transfer lawsuits against any of the Released Parties, with any rightgovernmental agency or court and that Employee will not bring any legal action against any of the Released Parties at any time hereafter for any matter, claim, complaintor incident, chargeknown or unknown, dutythat occurred or arose out of occurrences on or prior to the date Employee signs this Agreement; provided, obligationhowever, demandthat this paragraph shall not limit Employee from filing a claim or lawsuit for the sole purpose of enforcing Employee’s rights under this Agreement, cause the Consulting Agreement between the Parties or the Subscription Agreement between the Parties. Employee understands that this Agreement does not affect Employee’s ability to bring a charge of action, discrimination with or other matter waived participate in an investigation conducted by the Equal Employment Opportunity Commission (“EEOC”) or released by this sectionany state or local human rights commission. This Agreement does constitute a release and waiver of Employee’s right to individually recover in any EEOC or state or local human rights’ commission proceeding.
Appears in 1 contract
Employee Release of Claims. In consideration for the separation consideration set forth in this Agreement, Employee, on behalf of Employee, Employee’s heirs, executors, legal representatives, spouse and assigns (the “Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by Releasing Parties”), hereby fully and forever releases the Company and its current respective past and former present officers, directors, employees, agents, investors, attorneys, shareholdersstockholders, administrators, subsidiaries, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectivelycorporations, the “Employee Releasees”). Employee, on his own behalf and on behalf of his respective heirs, family members, executors, agentsassigns, attorneys and assigns, hereby insurers (the “Company’s Released Parties”) of and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, from any claim, complaint, charge, duty, obligation, demand, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee any of them may possess against any of the Employee Releasees arising from any omissions, acts, facts, acts or damages facts that have occurred up until and including through the date that Employee signs this Agreement, including, without limitation:
a. , any and all claims relating to claims:
(a) which arise out of, result from, or arising from occurred in connection with Employee’s employment relationship with by the Company and or any of its affiliated entities, the termination of that employment relationship, any events occurring in the course of that employment, or any events occurring prior to the execution of this Agreement;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims (b) for wrongful discharge of employment; termination in violation of public policy; discharge, discrimination; harassment; , harassment and/or retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; , libel or invasion of privacy; false imprisonmentviolation of public policy; conversionfraud, misrepresentation or conspiracy; and disability benefitsfalse imprisonment (duplicative);
d. (i) wrongful discharge of employment; any and all claims for wrongful discharge of employment, and/or (ii) violation of any federal, state, state or municipal statutestatute relating to employment or employment discrimination, including, but not limited towithout limitation, (A) Title VII of the Civil Rights Act of 1964; , as amended, (B) the Civil Rights Act of 1866, as amended, (C) the Civil Rights Act of 1991; , as amended, (D) the Rehabilitation Employee Retirement and Income Security Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Age Discrimination in Employment Act 1974, as amended, (“ADEA”); the Fair Credit Reporting Act; E) the Age Discrimination in Employment Act of 1967; , as amended (the “ADEA”), including, without limitation, by the Older Workers Workers’ Benefit Protection Act; , as amended (“OWBPA”), (F) the Employee Retirement Income Security OWBPA, (G) the Americans with Disabilities Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; the Immigration Control and Reform Act; the California Family 1990, as amended, (H) any applicable state Persons with Disabilities Civil Rights Act; , as amended, and (I) any applicable state Whistleblowers Protection Act, as amended;
(d) under Michigan common law or state statute including, but not limited to, those alleging wrongful discharge, express of implied breach of contract, negligence, invasion of privacy, intentional infliction of emotional distress, fraud, defamation, or violations of the California Labor Code; Michigan Xxxxxxx-Xxxxxx Civil Rights Act (ELCRA), Michigan Persons with Disabilities Civil Rights Act, Payment of Wages and Fringe Benefits Act, Michigan Whistleblowers’ Protection Act, Xxxxxxx-Xxxxxxxx Employee Right to Know Act, the California Workers’ Compensation Michigan Occupational Safety and Health Act; , the Michigan Social Security Number Privacy Act, and the California Fair Employment and Housing Michigan Internet Privacy Protection Act; and , all as amended together with all of their respective implementing regulations and/or any other similar statutesfederal, regulations state, local or lawsforeign law (statutory, regulatory or otherwise) that may be legally waived and released;
e. any and all claims (e) for violation back pay or other unpaid compensation;
(f) relating to equity of the federal or any state constitution;Company; and/or
f. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
h. any and all claims (g) for attorneys’ fees and costs. To the fullest extent permitted by law, Employee will not take any action that is contrary to the promises Employee has made in this Agreement. Employee represents that Employee has not filed any lawsuit, arbitration, or other claim against any of the Company’s Released Parties. Employee states that Employee knows of no violation of state, federal, or municipal law or regulation by any of the Company’s Released Parties, and knows of no ongoing or pending investigation, charge, or complaint by any agency charged with enforcement of state, federal, or municipal law or regulation. While nothing in this Agreement prevents state or federal agencies from enforcing laws within their jurisdictions, Employee agrees Employee shall not receive any individual monetary damages, recovery and/or relief of any type related to any released claim(s), whether pursued by Employee or any governmental agency, other person or group; provided that nothing in the Agreement prevents Employee from participating in the whistleblower program maintained by the SEC and receiving a whistleblower award thereunder. Employee hereby agrees that the release set forth in this section Agreement shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend Nothing in the foregoing shall prevent Employee from commencing an action or proceeding to any obligations incurred enforce Employee’s rights arising under this Agreement and does not release claims that cannot be released or a claim for indemnification to which Employee is entitled as a matter current or former officer of law. This release does not release any rights Employee has to indemnification under the Company’s governing documents, any agreement between Employee and the Company, or the law. Employee represents that Employee has made no assignment or transfer inclusion as a beneficiary of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this sectioninsurance policy related to Employee’s service in such capacity.
Appears in 1 contract
Samples: Separation and Release Agreement (Gemphire Therapeutics Inc.)
Employee Release of Claims. Employee agrees that the foregoing consideration Severance Benefits represents settlement in full of all outstanding obligations owed to Employee by the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Employee Releasees”)Company. Employee, on his own behalf and on behalf of his respective executors, heirs, family members, executors, agents, attorneys and assigns, hereby fully and forever releases the Releasees Company and its officers, directors, employees, investors, shareholders, administrators, attorneys, insurers, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns, from, and agrees not to sue xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee he may possess against any of the Employee Releasees arising from any omissions, acts, facts, or damages things that have occurred up until and including the date Employee signs this AgreementEffective Date, including, without limitation:,
a. (a) any and all claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
b. (b) any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. (c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; additional benefits; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; and disability benefits;
d. (d) any and all claims for violation of any federal, state, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Age Discrimination in Employment Act (“ADEA”); the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Americans with Disabilities Act of 1990; the Fair Labor Standards Act; the Employee Retirement Income Security Act of 1974; the The Worker Adjustment and Retraining Notification Act; the Older Workers Benefit Protection Act of 1990 (“OWBPA”); the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002Act; the Immigration Control California Fair Employment and Reform Housing Act; the California Family Rights Act; and the California Labor Code; the California Workers’ Compensation Act; and the California Fair Employment and Housing Act; and any other similar statutes, regulations or lawsall as amended;
e. (e) any and all claims for violation of the federal federal, or any state state, constitution;
f. (f) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
h. (g) any and all claims for attorneys’ fees and costs. The Company and Employee agrees agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. However, this release is not intended to bar any claims that, by statute, may not be waived, such as any challenge to the validity of Employee’s release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this Separation Agreement, claims for workers’ compensation benefits, unemployment insurance benefits, or any statutory right to be indemnified for necessary expenditures or losses incurred in the discharge of Employee’s duties under California Labor Code Section 2802. This release also does not extend to any obligations incurred under this Agreement and does not release claims that cannot be released as a matter of law. This release does not release any rights Employee has to indemnification under the Company’s governing documents, any agreement between Employee and the Company, or the law. Employee represents that Employee has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this sectionSeparation Agreement.
Appears in 1 contract
Samples: Separation Agreement (Neomagic Corp)
Employee Release of Claims. Employee agrees that the foregoing consideration represents settlement in full Employee, on behalf of all outstanding obligations owed to Employee by himself, and his respective heirs, family members, executors and assigns, hereby fully and forever releases the Company and its current past, present and former future officers, agents, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and parents, predecessor and successor corporations and assigns (collectivelycorporations, the “Employee Releasees”). Employee, on his own behalf and on behalf of his respective heirs, family members, executors, agents, attorneys and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, xx otherwise institute or in cause to be instituted any manner to institute, prosecute, legal or pursue, administrative proceedings concerning any claim, complaint, charge, duty, obligation, demand, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee he may possess against any of the Employee Releasees arising from any omissions, acts, facts, acts or damages facts that have occurred up until and including the date that Employee signs executes this Agreement, Agreement including, without limitation:,
a. (a) any and all claims relating to or arising from Employee’s 's employment relationship with the Company or his resignation as President and the termination of that relationship;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock Chief Operation Officer of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. (b) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or 11 intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; and disability benefits;
d. (c) any and all claims for violation of any federal, state, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; , the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Age Discrimination in Employment Act (“ADEA”); the Fair Credit Reporting Act; , the Age Discrimination in Employment Act of 1967; , the Older Workers Benefit Protection Americans with Disabilities Act of 1990, the Fair Labor Standards Act; , the Employee Retirement Income Security Act of 1974; the , The Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; the Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code; the California Workers’ Compensation Act; and , the California Fair Employment and Housing Act; , and any other similar statutesLabor Code Section 201, et seq. and Section 970, et. seq. and all amendments to each such Act as well as the regulations or laws;issued thereunder.
e. (d) any and all claims for violation of the federal federal, or any state state, constitution;
f. (e) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
h. (f) any and all claims for attorneys’ ' fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This Notwithstanding the foregoing, this release does not extend to (i) any obligations incurred under this Agreement, the Initial Agreement, the Change in Control Agreement or the Indemnity Agreement, and any of the Employee's vested benefits, including his 401(k) benefits. Employee acknowledges and agrees that any breach of this paragraph shall constitute a material breach of the Agreement and does not release claims that cannot be released as a matter of law. This release does not release any rights Employee has to indemnification under the Company’s governing documents, any agreement between Employee and the Company, or the lawInitial Agreement. Employee represents that shall also be responsible to the Company for all costs, attorneys' fees and any and all damages incurred by the Company in defending against a claim or suit brought or pursued by Employee has made no assignment or transfer in violation of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this sectionprovision.
Appears in 1 contract
Employee Release of Claims. In consideration for the separation consideration set forth in this Agreement, Employee, on behalf of herself, Employee’s heirs, executors, legal representatives, spouse and assigns (“Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by Releasing Parties”), hereby fully and forever releases the Company and its current respective past and former present officers, directors, employees, agents, investors, attorneys, shareholdersstockholders, administrators, subsidiaries, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Employee Releasees”). Employee, on his own behalf and on behalf of his respective heirs, family members, executors, agentsassigns, attorneys and assigns, hereby insurers (the “Company’s Released Parties”) of and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, from any claim, complaint, charge, duty, obligation, demand, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee any of them may possess against any of the Employee Releasees arising from any omissions, acts, facts, acts or damages facts that have occurred up until and including the date Employee signs this Agreement, including, without limitation:
a. , any and all claims relating to claims:
A. which arise out of, result from, or arising from occurred in connection with Employee’s employment relationship with by the Company and or any of its affiliated entities, the termination of that relationshipemployment, any events occurring in the course of that employment, or any events occurring prior to the execution of this Agreement;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims B. for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practicestermination in violation of public policy; defamation; libel; slander; negligence; personal injury; assault; batterymisrepresentation; invasion of privacy; false imprisonment; conversionnegligence; and disability benefitsany other tort;
d. any and all claims for C. relating to the violation of any federal, state, state or municipal statutestatute pertaining to discrimination, harassment, retaliation, wrongful discharge and/or employment terms and conditions, including, but not limited towithout limitation, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 19911866; the Rehabilitation Employee Retirement and Income Security Act of 19731974; the Age Discrimination in Employment Act of 1967 (the “ADEA”); the Older Workers’ Benefit Protection Act (the “OWBPA”); the Family and Medical Leave Act; the Worker Adjustment and Retraining Notification Act; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Age Discrimination in Employment Minnesota Human Rights Act (the “ADEAMHRA”); the Fair Credit Reporting ActMinnesota Equal Pay for Equal Work Law; the Age Discrimination in Employment Act of 1967Minnesota healthcare worker whistleblower protection laws; the Older Workers Benefit Protection ActMinnesota family leave law; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; the Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code; the California Workers’ Compensation Act; and the California Fair Employment and Housing Act; and any other similar Minnesota personnel record access statutes, regulations or laws;
e. any and all claims for violation of the federal or any state constitution;
f. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
h. any and all claims D. for back pay, commissions or other unpaid compensation and/or for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement and does not release claims that cannot be released as a matter of law. This release does not release any rights Employee has to indemnification under the Company’s governing documents, any agreement between Employee and the Company, or the law. Employee represents that Employee has made not filed any lawsuit, arbitration, or other claim against any of the Company’s Released Parties. Employee states that Employee knows of no assignment violation of state, federal, or transfer municipal law or regulation by any of any right, claim, complaintthe Company’s Released Parties and knows of no ongoing or pending investigation, charge, dutyor complaint by any agency charged with enforcement of state, obligation, demand, cause of actionfederal, or municipal law or regulation. Nothing in this Agreement limits state or federal agencies from investigating and enforcing laws within their jurisdiction, but (except as to possible whistleblower awards from the Securities and Exchange Commission) Employee agrees Employee will not receive any individual monetary damages, recovery and/or relief of any type related to any Released Claim(s), whether pursued by Employee or any governmental agency, other matter waived person or released by this sectiongroup.
Appears in 1 contract
Employee Release of Claims. In consideration for the separation consideration set forth in this Agreement, Employee, on behalf of Employee, Employee’s heirs, executors, legal representatives, spouse and assigns (the “Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by Releasing Parties”), hereby fully and forever releases the Company and its current respective past and former present officers, directors, employees, agents, investors, attorneys, shareholdersstockholders, administrators, subsidiaries, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectivelycorporations, the “Employee Releasees”). Employee, on his own behalf and on behalf of his respective heirs, family members, executors, agentsassigns, attorneys and assigns, hereby insurers (the “Company’s Released Parties”) of and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, from any claim, complaint, charge, duty, obligation, demand, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee any of them may possess against any of the Employee Releasees arising from any omissions, acts, facts, acts or damages facts that have occurred up until and including through the date that Employee signs this Agreement, including, without limitation:
a. , any and all claims relating to claims:
(a) which arise out of, result from, or arising from occurred in connection with Employee’s employment relationship with by the Company and or any of its affiliated entities, the termination of that employment relationship, any events occurring in the course of that employment, or any events occurring prior to the execution of this Agreement;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims (b) for wrongful discharge of employment; termination in violation of public policy; discharge, discrimination; harassment; , harassment and/or retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; , libel or invasion of privacy; false imprisonmentviolation of public policy; conversionfraud, misrepresentation or conspiracy; and disability benefitsfalse imprisonment (duplicative);
d. (i) wrongful discharge of employment; any and all claims for wrongful discharge of employment, and/or (ii) violation of any federal, state, state or municipal statutestatute relating to employment or employment discrimination, including, but not limited towithout limitation, (A) Title VII of the Civil Rights Act of 1964; , as amended, (B) the Civil Rights Act of 1866, as amended, (C) the Civil Rights Act of 1991; , as amended, (D) the Rehabilitation Employee Retirement and Income Security Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Age Discrimination in Employment Act 1974, as amended, (“ADEA”); the Fair Credit Reporting Act; E) the Age Discrimination in Employment Act of 1967; , as amended (the “ADEA”), including, without limitation, by the Older Workers Workers’ Benefit Protection Act; , as amended (“OWBPA”), (F) the Employee Retirement Income Security OWBPA, (G) the Americans with Disabilities Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; the Immigration Control and Reform Act; the California Family 1990, as amended, (H) any applicable state Persons with Disabilities Civil Rights Act; , as amended, and (I) any applicable state Whistleblowers Protection Act, as amended;
(d) under Michigan common law or state statute including, but not limited to, those alleging wrongful discharge, express of implied breach of contract, negligence, invasion of privacy, intentional infliction of emotional distress, fraud, defamation, or violations of the California Labor Code; Michigan Xxxxxxx-Xxxxxx Civil Rights Act (ELCRA), Michigan Persons with Disabilities Civil Rights Act, Payment of Wages and Fringe Benefits Act, Michigan Whistleblowers’ Protection Act, Xxxxxxx-Xxxxxxxx Employee Right to Know Act, the California Workers’ Compensation Michigan Occupational Safety and Health Act; , the Michigan Social Security Number Privacy Act, and the California Fair Employment and Housing Michigan Internet Privacy Protection Act; and , all as amended together with all of their respective implementing regulations and/or any other similar statutesfederal, regulations state, local or lawsforeign law (statutory, regulatory or otherwise) that may be legally waived and released;
e. any and all claims (e) for violation back pay or other unpaid compensation;
(f) relating to equity of the federal or any state constitution;Company; and/or
f. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
h. any and all claims (g) for attorneys’ fees and costs. To the fullest extent permitted by law, Employee will not take any action that is contrary to the promises Employee has made in this Agreement. Employee represents that Employee has not filed any lawsuit, arbitration, or other claim against any of the Company’s Released Parties. Employee states that Employee knows of no violation of state, federal, or municipal law or regulation by any of the Company’s Released Parties, and except as otherwise disclosed by Employee to the CEO, Employee knows of no ongoing or pending investigation, charge, or complaint by any agency charged with enforcement of state, federal, or municipal law or regulation. While nothing in this Agreement prevents state or federal agencies from enforcing laws within their jurisdictions, Employee agrees Employee shall not receive any individual monetary damages, recovery and/or relief of any type related to any released claim(s), whether pursued by Employee or any governmental agency, other person or group; provided that nothing in the Agreement prevents Employee from participating in the whistleblower program maintained by the SEC and receiving a whistleblower award thereunder. Employee hereby agrees that the release set forth in this section Agreement shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend Nothing in the foregoing shall prevent Employee from commencing an action or proceeding to any obligations incurred enforce Employee’s rights arising under this Agreement and does not release claims that cannot be released or a claim for indemnification to which Employee is entitled as a matter current or former officer of law. This release does not release any rights Employee has to indemnification under the Company’s governing documents, any agreement between Employee and the Company, or the law. Employee represents that Employee has made no assignment or transfer inclusion as a beneficiary of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this sectioninsurance policy related to Employee’s service in such capacity.
Appears in 1 contract
Samples: Separation and Release Agreement (Gemphire Therapeutics Inc.)
Employee Release of Claims. Employee agrees that In consideration for the foregoing separation consideration represents settlement set forth in full this Agreement, Employee, on behalf of all outstanding obligations owed to Employee by himself, his heirs, executors, legal representatives, spouse and assigns, hereby fully and forever releases the Company and its current respective past and former present officers, directors, employees, agents, investors, attorneys, shareholdersstockholders, administrators, subsidiaries, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Employee Releasees”). Employee, on his own behalf and on behalf of his respective heirs, family members, executors, agentsassigns, attorneys and assigns, hereby insurers (the “Company’s Released Parties”) of and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, from any claim, complaint, charge, duty, obligation, demand, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee any of them may possess against any of the Employee Releasees arising from any omissions, acts, facts, acts or damages facts that have occurred up until and including through the date that Employee signs this Agreement, including, without limitation:
a. , any and all claims relating to claims:
A. which arise out of, result from, or arising from occurred in connection with Employee’s employment relationship with by the Company and or any of its affiliated entities, the termination of that employment relationship, any events occurring in the course of that employment, or any events occurring prior to the execution of this Agreement;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims B. for wrongful discharge of employment; termination in violation of public policy; discharge, discrimination; harassment; , harassment and/or retaliation; breach of contract, both express and implied; contribution or indemnification; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; , libel or invasion of privacy; violation of public policy; fraud, misrepresentation or conspiracy; and false imprisonment; conversion; and disability benefits;
d. any and all claims C. for a violation of any federal, state, state or municipal statute, regulation or ordinance relating to employment, including, but not limited towithout limitation, (1) Title VII of the Civil Rights Act of 1964; , as amended, (2) the Civil Rights Employee Retirement and Income Security Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Age Discrimination in Employment Act 1974, as amended, (“ADEA”); the Fair Credit Reporting Act; 3) the Age Discrimination in Employment Act of 1967; , as amended (the “ADEA”), including without limitation, the Older Workers Workers’ Benefit Protection Act; , as amended (“OWBPA”), (4) the Employee Retirement Income Security OWBPA, (5) the Americans with Disabilities Act of 1974; 1990, as amended, (6) the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; the Immigration Control and Reform Act; the California Family Minnesota Human Rights Act; , as amended (the California Labor Code; “MHRA”), and (7) the California Workers’ Compensation Act; and the California Fair Employment and Housing Act; and any other similar statutesMinnesota Equal Pay for Equal Work Law, regulations or lawsas amended;
e. any and all claims D. for violation of the federal or any state constitution;
f. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding back pay or other tax treatment of any of the proceeds received by Employee as a result of this Agreementunpaid compensation; andand/or
h. any and all claims E. for attorneys’ fees and costs. To the fullest extent permitted by law, Employee agrees will not take any action that is contrary to the release set forth promises he has made in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement and does not release claims that cannot be released as a matter of law. This release does not release any rights Employee has to indemnification under the Company’s governing documents, any agreement between Employee and the Company, or the lawAgreement. Employee represents that he has not filed any lawsuit, arbitration, or other claim against any of the Company’s Released Parties. Employee has made states that he knows of no assignment violation of state, federal, or transfer municipal law or regulation by any of any rightthe Company’s Released Parties, claim, complaintand knows of no ongoing or pending investigation, charge, dutyor complaint by any agency charged with enforcement of state, obligation, demand, cause of actionfederal, or municipal law or regulation. Nothing in this Agreement limits state or federal agencies from investigating and enforcing laws within their jurisdiction, but (except as to possible whistleblower awards from the Securities and Exchange Commission), Employee agrees he will not receive any monetary damages, recovery and/or relief of any type related to any Released Claim(s), whether pursued by Employee or any governmental agency, other matter waived person or released by this sectiongroup.
Appears in 1 contract
Samples: Separation and Release Agreement (NEUROONE MEDICAL TECHNOLOGIES Corp)
Employee Release of Claims. Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Employee Releasees”). Employee, on his own behalf behalf, and on behalf of his respective heirs, family members, executors, agents-------------------------- administrators, attorneys successors, representatives and assigns, hereby fully and forever releases the Releasees Company and its officers, directors, employees, investors, shareholders, administrators, agents, affiliates, divisions, subsidiaries, predecessors, successors and assigns ("Company Affiliates"), from, and agrees agree not to sue concerning, any of the foregoing persons or in any manner to institute, prosecute, or pursueentities xoncerning, any claim, complaintliability, chargedemands, sums of money, agreements, promises, damages, costs or expenses (including attorneys fees), duty, obligation, demand, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Employee Releasees arising from any omissions, acts, facts, omissions or damages acts with respect to the Company that have occurred up until and including the date Employee signs this Agreement, Effective Date including, without limitation:
a. (a) any and all claims relating to or arising from Employee’s 's employment relationship with the Company and the termination of that relationship;
b. (b) any and all claims relating to, or arising from, Employee’s 's right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. (c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; and disability benefits;
d. (d) any and all claims for violation of any federal, state, state or municipal statute, including, but not limited to, the Illinois Human Rights Act, Title VII of the Civil Rights Act Acts of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Age Discrimination in Employment Act (“ADEA”); the Fair Credit Reporting Act; 1866, the Age Discrimination in Employment Act of 1967; , the Older Workers Benefit Protection Americans with Disabilities Act of 1990, the Fair Labor Standards Act; , the Employee Retirement Income Security Act of 1974; , the Worker Adjustment and Retraining Notification Act; Older Workers Benefit Protection Act of 1990, the Federal Rehabilitation Act of 1973, the Family and Medical Leave Act; , the Xxxxxxxx-Xxxxx Federal Occupation Safety and Health Act of 2002; the Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code; the California Workers’ Compensation Act; and the California Fair Employment and Housing ActChicago Human Rights Ordinance; and any other similar statutes, regulations or laws;and
e. any and all claims for violation of the federal or any state constitution;
f. (e) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss. The Company and Employee agree that, costsubject to the next sentence, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
h. any and all claims for attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be is and will remain in effect in all respects as a complete general release as to the matters released. This Notwithstanding anything herein to the contrary, Employee's release and covenant not to sue contained in this Agreement does not and xxxll not extend or apply to any rights, duties or obligations incurred of the Company or any Company Affiliates under this Agreement and does not release claims that cannot be released as a matter or to Employee's rights of law. This release does not release any rights Employee has indemnification, whether pursuant to indemnification under this Agreement, the Company’s governing documentsarticles of incorporation, any agreement between Employee and the Company, or the law. Employee represents that Employee has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, by-laws or other matter waived corporate documents of the Company or released by this sectionany Company Affiliates, insurance policy(ies), agreements or applicable law or otherwise), all of which are hereby expressly reserved.
Appears in 1 contract
Employee Release of Claims. Employee agrees that the foregoing -------------------------- consideration represents settlement in full of all outstanding obligations owed to Employee by the Company. Employee, on behalf of Employee and his heirs, executors and assigns, hereby fully and forever releases the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholdersstockholders, administrators, affiliatespredecessor, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor subsidiary and successor corporations and assigns (collectivelycorporations, the “Employee Releasees”). Employee, on his own behalf and on behalf of his respective heirs, family members, executors, agents, attorneys and assigns, hereby of and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, from any claim, complaint, charge, duty, obligation, demand, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee any of them may possess against any of the Employee Releasees arising from any omissions, acts, facts, acts or damages facts that have occurred up until and including the effective date Employee signs of this Agreement, Agreement including, without limitation:,
a. (a) any and all claims relating to or arising from Employee’s 's employment relationship with the Company and the termination of that relationship;
b. (b) any and all claims relating to, or arising from, Employee’s 's right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. (c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; and defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
d. (d) any and all claims for violation of any federal, state, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; , the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Age Discrimination in Employment Act (“ADEA”); the Fair Credit Reporting Act; , the Age Discrimination in Employment Act of 1967; , the Older Workers Benefit Protection Act; the Employee Retirement Income Security Americans with Disabilities Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; the Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code; the California Workers’ Compensation Act; 1990, and the California Fair Employment and Housing Act; and any other similar statutes, regulations or laws;
e. any and all claims for violation of the federal or any state constitution;
f. (e) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. (f) any claim for any loss, cost, damage, or expense arising out rights he may have under the Age Discrimination in Employment Act of any dispute over the nonwithholding or other tax treatment of any of the proceeds received 1967 ("ADEA"). Employee further acknowledges that he has been advised by Employee as a result of this writing that (i) he should consult with an attorney prior ----- to executing this Agreement; (ii) he has at least twenty-one (21) days within which to consider this Agreement; (iii) he has at least seven (7) days following the execution of this Agreement by the parties to revoke the Agreement; and (iv) this Agreement shall not be effective until the revocation period has expired; and
h. (g) any and all claims for attorneys’ ' fees and costs. The Company and Employee agrees agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement and does not release claims that cannot be released as a matter of law. This release does not release any rights Employee has to indemnification under the Company’s governing documents, any agreement between Employee and the Company, or the law. Employee represents that Employee has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this sectionAgreement.
Appears in 1 contract
Samples: Separation Agreement (Identix Inc)
Employee Release of Claims. Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company Employer and its current Mayor, City Council Members, agents and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Employee Releasees”). Employee, on his own behalf behalf, and on behalf of his respective heirs, family members, executors, agents, attorneys and assigns, hereby fully and forever releases the Releasees fromEmployer and its Mayor, City Council Members, officers, directors, employees, agents, administrators, affiliates, and assigns, from and agrees not to sue xxx concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Employee Releasees arising from any omissions, acts, facts, acts or damages facts that have occurred up until and including the date Employee signs this Agreement, Effective Date including, without limitation:
a. (a) any and all claims relating to or arising from Employee’s employment relationship with the Company Employer and the termination of that relationship;
b. (b) any and all claims relating under the law of any jurisdiction including, but not limited to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policyconstructive discharge from employment; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; and disability benefits;
d. (c) any and all claims for violation of any federal, state, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; , the Civil Rights Act of 1991; , the Rehabilitation Act of 1973; Arizona Civil Rights Act, the Americans with Disabilities Act of 1990; the Equal Pay Act; , the Fair Labor Standards Act; the Age Discrimination in Employment Act (“ADEA”); the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; , the Employee Retirement Income Security Act of 1974; the , The Worker Adjustment and Retraining Notification Act; , Older Workers Benefit Protection Act, the Arizona Employment Protection Act, and the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; the Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code; the California Workers’ Compensation Act; and the California Fair Employment and Housing Act; and any other similar statutes, regulations or laws;
e. (d) any and all claims for violation of the federal federal, or any state state, constitution;
f. (e) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. (f) any claim for any loss, cost, damage, damage or expense arising out of any dispute over the nonwithholding non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
h. (g) any and all claims for attorneys’ fees and costs. Employer and Employee agrees agree that the release set forth in this section Paragraph shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement and does not release claims that cannot be released as a matter of law. This release does not release any rights Employee has to indemnification under the Company’s governing documents, any agreement between Employee and the Company, or the law. Employee represents that Employee has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this sectionAgreement.
Appears in 1 contract
Samples: Severance Agreement
Employee Release of Claims. Employee agrees that In consideration for the foregoing separation consideration represents settlement set forth in full this Agreement, Employee, on behalf of all outstanding obligations owed to Employee by herself, her heirs, executors, legal representatives, spouse and assigns, hereby fully and forever releases the Company and its current respective past and former present officers, directors, employees, agents, investors, attorneys, shareholdersstockholders, administrators, subsidiaries, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Employee Releasees”). Employee, on his own behalf and on behalf of his respective heirs, family members, executors, agentsassigns, attorneys and assigns, hereby insurers (the “Company’s Released Parties”) of and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, from any claim, complaint, charge, duty, obligation, demand, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee any of them may possess against any of the Employee Releasees arising from any omissions, acts, facts, acts or damages facts that have occurred up until and including through the date that Employee signs this Agreement, including, without limitation:
a. , any and all claims relating to claims:
A. which arise out of, result from, or arising from occurred in connection with Employee’s employment relationship with by the Company and or any of its affiliated entities, the termination of that employment relationship, any events occurring in the course of that employment, or any events occurring prior to the execution of this Agreement;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims B. for wrongful discharge of employment; termination in violation of public policy; discharge, discrimination; harassment; , harassment and/or retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; , libel or invasion of privacy; violation of public policy; fraud, misrepresentation or conspiracy; and false imprisonment; conversion; and disability benefits;
d. any and all claims C. for a violation of any federal, state, state or municipal statute, regulation or ordinance relating to employment, including, but not limited towithout limitation, (1) Title VII of the Civil Rights Act of 1964; , as amended, (2) the Civil Rights Act of 1866, as amended, (3) the Civil Rights Act of 1991; , as amended, (4) the Rehabilitation Employee Retirement and Income Security Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Age Discrimination in Employment Act 1974, as amended, (“ADEA”); the Fair Credit Reporting Act; 5) the Age Discrimination in Employment Act of 1967; , as amended (the “ADEA”), including without limitation, the Older Workers Workers’ Benefit Protection Act; , as amended (“OWBPA”), (6) the Employee Retirement Income Security OWBPA, (7) the Americans with Disabilities Act of 19741990, as amended, (8) the Minnesota Human Rights Act, as amended (the “MHRA”), (9) the Minnesota Equal Pay for Equal Work Law, as amended, (10) the Minnesota healthcare worker whistleblower protection laws, (11) the Minnesota family leave law, (12) the Minnesota personnel record access statutes; (13) the Worker Adjustment and Retraining Notification Minnesota Whistleblower Act; the Family and Medical Leave Act; (14) the Xxxxxxxx-Xxxxx Act of 2002; the Immigration Control and Reform Act; the California Family Rights Act; the California Labor Code; the California Workers’ Compensation Act; and the California Fair Employment and Housing Act; and any other similar statutes, regulations or laws;
e. any and all claims D. for violation back pay or other unpaid compensation;
E. relating to equity of the federal or any state constitution;Company; and/or
f. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
h. any and all claims F. for attorneys’ fees and costs. To the fullest extent permitted by law, Employee will not take any action that is contrary to the promises she has made in this Agreement. Employee represents that she has not filed any lawsuit, arbitration, or other claim against any of the Company’s Released Parties, and she agrees not to file or initiate any administrative, regulatory or judicial proceeding against the Company’s Released Parties. Employee further agrees she shall not receive any monetary damages, recovery and/or relief of any type related to any released claim(s), whether pursued by Employee or any governmental agency, other person or group. Employee hereby agrees that the release set forth in this section Agreement shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend Nothing in the foregoing shall prevent Employee from commencing an action or proceeding to any obligations incurred enforce Employee’s rights arising under this Agreement and does not release claims that cannot be released or a claim for indemnification to which Employee is entitled as a matter current or former officer of law. This release does not release any rights Employee has to indemnification under the Company’s governing documents, any agreement between Employee and the Company, or the law. Employee represents that Employee has made no assignment or transfer inclusion as a beneficiary of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this sectioninsurance policy related to Employee’s service in such capacity.
Appears in 1 contract
Samples: Separation and Release Agreement (Sunshine Heart, Inc.)
Employee Release of Claims. In exchange for the Severance Payment and other consideration set forth herein, the sufficiency of which is hereby acknowledged, Employee agrees that the foregoing consideration represents settlement in full (on behalf of all outstanding obligations owed to Employee by the Company and its current and former officersEmployee, directorsEmployee’s executors, employees, agents, investors, attorneys, shareholdersheirs, administrators, affiliatesassigns and anyone else claiming by, benefit plansthrough or under Employee) irrevocably and unconditionally, plan administratorsfully and forever releases and discharges the Employer, insurersand its predecessors, trusteessuccessors and related and affiliated entities, divisions, including parents (including holding companies) and subsidiaries, and predecessor each of their respective directors, officers, shareholders, employees, attorneys, insurers, agents and successor corporations and assigns representatives (collectively, the “Employee Employer Releasees”). Employee, on his own behalf and on behalf of his respective heirsfor, family members, executors, agents, attorneys and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerningwith respect to, any and all rights, remedies, demands, actions, causes of action, suits, covenants, contracts, wages, bonuses, damages, and any and all claims, debts, liabilities, liens, and expenses (including reasonable attorneys’ fees and costs) whatsoever of any name or nature both in law and in equity that Employee now has, ever had, or may in any manner the future have against the Employer Releasees (severally and collectively, “Employee Claims”) related to instituteanything occurring prior to Employee’s execution of this Agreement, prosecute, for or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters by reason of any kindmatter, whether presently known cause or unknownthing whatsoever (as allowed by law), suspected with the exception of Employee Claims arising out of or unsuspected, that Employee may possess against any of the Employee Releasees arising from any omissionsattributable to: (i) events, acts, factsor omissions taking place after the Parties’ execution of the Agreement; and/or (ii) breach by Employer of any terms and conditions of the Agreement. Without limiting the generality of the foregoing, or damages that have occurred up until this waiver and including the date Employee signs this Agreement, including, without limitation:
a. release of claims includes any and all claims Employee Claims in tort or contract, whether by statute or common law, and any Employee Claims relating to or arising from Employee’s employment relationship with out of salary, wages, bonuses, stock options, equity compensation, stock ownership and commissions, the Company and the termination breach of that relationship;
b. any and all claims relating to, an oral or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentationwritten contract, breach of fiduciary duty, rights to indemnification and contribution, unjust enrichment, promissory estoppel, misrepresentation, defamation, and interference with prospective economic advantage, interference with contract, wrongful termination, intentional and negligent infliction of emotional distress, negligence, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of the covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent Employee Claims arising out of, based on, or intentional infliction of emotional distress; fraud; negligent connected with Employee’s employment with or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
d. termination from the Employer, including any and all claims Employee Claims for violation unlawful employment discrimination of any federalkind, statewhether based on age, race, sex, disability or municipal statuteotherwise, including, but not limited to, including claims arising under or based on Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Actor any other relevant antidiscrimination laws or state statutes or municipal ordinances related to discrimination; the Age Discrimination in Employment Act (“ADEA”); the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967, as amended; the Older Workers Benefit Protection ActAct (“OWBPA”); the Employee Retirement Income Security Civil Rights Act of 1974; the Worker Adjustment and Retraining Notification Act1991, as amended; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; the Immigration Control and Reform Americans with Disabilities Act; the California Family Rights Fair Labor Standards Act; the California Employee Retirement Income Security Act; the Equal Pay Act of 1963; the Delaware Labor Code; the California Workers’ Compensation Act; and the California Fair Employment and Housing Act; , and any other similar statuteslocal, regulations state or laws;
e. federal equal employment opportunity or antidiscrimination law, statute, policy, order, ordinance or regulation affecting or relating to Employee Claims that Employee ever had, now has, or claims to have against the Employee Releasees (collectively, the “Employee Released Claim(s)”). Except as set forth below, Employee agrees not to prosecute, maintain or institute any action at law, suit or proceeding of any kind or nature whatsoever against Company for any reason related in any way to any Employee Released Claim. Employee further agrees that Employee will not raise any claim against Company by way of defense, counterclaim or cross-claim or in any other manner, on any alleged claim, demand, liability or cause of action released herein. At the time of Employee’s execution of this Agreement, Employee represents that there are no claims, complaints or charges pending against Company in which Employee is a party or complainant. Further, Employee acknowledges and all agrees there are no non-asserted workers’ compensation claims for violation through the date of Employee’s execution of this Agreement. Employee agrees not to assert any Employee Released Claim in a class or collective action and further agrees not to become, and promises not to consent to become, a member (including a representative class plaintiff) of any class in a case brought in court or in arbitration in which claims are asserted against any of the federal Employer Releasees that are related in any way to Employee’s employment with or termination from Company and/or that involve events which have occurred on or prior to the Effective Date of this Release. If Employee, without Employee’s prior knowledge and consent, is made a member of a class in any proceeding, whether in court or in arbitration, Employee will opt out of the class at the first opportunity afforded to him/her after learning of Employee’s inclusion. Employee understands that nothing in this Agreement is intended to interfere with or deter Employee’s right to challenge the waiver of an ADEA claim or state law age discrimination claim or the filing of an ADEA charge or ADEA complaint or state law age discrimination complaint or charge with the EEOC or any state constitution;
f. discrimination agency or commission or to participate in any and all claims arising out of any other laws and regulations relating investigation or proceeding conducted by those agencies. Further, Employee understands that nothing in this Agreement would require Employee to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over tender back the nonwithholding or other tax treatment of any money received under this Agreement if Employee seeks to challenge the validity of the proceeds ADEA or state law age discrimination waiver, nor does the Employee agree to ratify any ADEA or state law age discrimination waiver that fails to comply with the Older Workers’ Benefit Protection Act by retaining the money received by Employee as a result under the Agreement. Further, nothing in this Agreement is intended to require the payment of this Agreement; and
h. any and all claims for damages, attorneys’ fees and costs. Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as or costs to the matters releasedCompany should Employee challenge the waiver of an ADEA or state law age discrimination claim or file an ADEA or state law age discrimination suit except as authorized by federal or state law. This release does not extend to specifically excludes (i) any obligations incurred under this Agreement and does not release claims that claim which cannot be released by private agreement, such as workers’ compensation claims, claims after the Effective Date of this Agreement (as defined below); (ii) the right to file administrative charges with certain government agencies; and (iii) any and all rights to vested benefits. In particular, nothing in this Agreement shall be construed to prohibit Employee from filing a matter of law. This release does not release any rights Employee has to indemnification under the Company’s governing documentscharge with, any agreement between Employee and the Companymaking a complaint to, or participating in any investigation or proceeding conducted by the lawEqual Employment Opportunity Commission, National Labor Relations Board, or a comparable state or local agency, or to the Securities Exchange Commission or Internal Revenue Service. Employee represents agrees to waive the right to receive future monetary recovery directly from Employer, including Employer payments that result from any complaints or charges that Employee has made no assignment files with any governmental agency or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this sectionthat are filed on Employee’s behalf.
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Employee Release of Claims. Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company In exchange for good and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectivelyvaluable consideration, the “Employee Releasees”). Employee, on his own behalf receipt and on behalf sufficiency of his respective heirs, family members, executors, agents, attorneys and assigns, which is hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Employee Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date Employee signs this Agreement, including, without limitation:
a. any and all claims relating to or arising from Employee’s employment relationship with the Company and the termination of that relationship;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Companyacknowledged, including, without limitation, the obligations of Voya Services Company (“Company”) described in Section 4 of the Separation Agreement dated , by and between the Company and Employee (the “Separation Agreement”), to which Employee agrees that Employee is not entitled until and unless Employee executes this Release and it becomes effective in accordance with its terms, Employee, for and on behalf of herself and her descendants, dependents, heirs, executors, administrators, successors, trustees, legal representatives, and permitted assigns (collectively, “Releasors”), subject to the last sentence of this Section 1, hereby forever waives, releases and discharges from any claims for fraudand all claims, misrepresentationdemands, breach complaints, charges, causes of fiduciary dutyaction, breach or liabilities of duty under applicable state corporate any kind whatsoever, upon any legal or equitable theory, whether contractual, common-law, statutory, federal, state, local, or otherwise, both known and securities fraud under unknown which Releasors ever had, now have or may have against the Company and/or any state of its past, present, or federal law;
c. future parents, subsidiaries and/or affiliates, and each of their respective predecessors, successors and assigns, shareholders, directors, officers, partners, members, managers, employees, trustees (in their official and individual capacities), representatives, agents and employee benefits plans and their administrators and fiduciaries (in their official and individual capacities), and each of their respective affiliates, successors and assigns (collectively, “Releasees”) by reason of facts or omissions which have occurred on or prior to the date that Employee signs this Release (“Pre-Release Facts”), including without limitation, (i) any and all claims, relating to Employee’s employment by the Company, the terms and conditions of such employment, employee benefits related to her employment or service, the termination or resignation of her employment, and/or any of the events relating directly or indirectly to or surrounding such termination or resignation; (ii) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contractpertaining to employment (whether based on federal, both express and implied; breach of covenant of good faith and fair dealingstate or local law, both express and implied; promissory estoppel; negligent statutory or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;
d. any and decisional), including without limitation, all claims for violation under the Age Discrimination in Employment Act of any federal1967 (“ADEA”) (a law which prohibits discrimination on the basis of age), state, or municipal statute, including, but not limited tothe Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964; , the Americans with Disabilities Act, the Civil Rights Act of 1991; , the Reconstruction Era Civil Rights Act of 1866, 42 USC §§ 1981-86, the Rehabilitation Act of 1973; , the Americans with Disabilities Act of 1990; the Equal Pay Family and Medical Leave Act; the Fair Labor Standards Act; the Age Discrimination in Employment Act (“ADEA”); the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; , the Employee Retirement Income Security Act (“ERISA”), the National Labor Relations Act, the Equal Pay Act of 1974; 1963, the Worker Workers Adjustment Retraining and Retraining Notification Act; , the Family Fair Labor Standards Act , any applicable Executive Order Programs, all as amended, and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; the Immigration Control all other federal, state and Reform Act; the California Family Rights Act; the California Labor Code; the California Workers’ Compensation Act; and the California Fair Employment and Housing Act; and local laws or municipal statutes or ordinances, including any whistle blower or any other similar statutesfederal, regulations state, or laws;
e. local law, regulation or ordinance prohibiting discrimination or pertaining to employment; (iii) any and all claims for equitable or monetary relief, including without limitation, compensatory, punitive, treble, liquidated, and/or consequential damages; (iv) any and all claims under any contract, whether express or implied; (v) any and all claims for unintentional or intentional torts, for emotional distress, and for pain and suffering; (vi) any and all claims for violation of the federal any statutory or any state constitution;
f. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any lossadministrative rules, cost, damageregulations, or expense arising out of any dispute over the nonwithholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreementcodes; and
h. (vii) any and all claims for attorneys’ fees fees, costs, disbursements, back pay, front pay, bonuses, benefits, vacation, and/or the like; and costs(viii) any and all claims as a holder of securities in the Company or any of its affiliates which Releasors ever had, now have, or hereafter can, shall, or may have against Releasees for, upon, or by reason of any act, omission, transaction, or occurrence up to and including the date of the execution of this Release. Notwithstanding the foregoing terms, Employee agrees that does not waive or release: (i) the release set forth payments, entitlements or benefits specifically provided in this section shall Release or the Separation Agreement; (ii) any right or claim that may not legally be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to waived; (iii) any obligations incurred accrued vested benefits under this Agreement and does not release claims that cannot be released as a matter of law. This release does not release Company employee benefit plans; or (iv) any rights Employee has had to indemnification be indemnified, including coverage under any applicable directors’ and officers’ liability insurance policies, for actions which occurred during her employment, (collectively, the Company“Unreleased Claims”). Nothing in this Release bars or releases Employee’s governing documents, any agreement between Employee and rights to enforce the Company, or the law. Employee represents that Employee has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this sectionUnreleased Claims.
Appears in 1 contract
Employee Release of Claims. Employee agrees that In consideration for the foregoing separation consideration represents settlement set forth in full this Agreement, Employee, on behalf of all outstanding obligations owed to Employee by herself, her heirs, executors, legal representatives, spouse and assigns, hereby fully and forever releases the Company and its current respective past and former present officers, directors, employees, agents, investors, attorneys, shareholdersstockholders, administrators, subsidiaries, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Employee Releasees”). Employee, on his own behalf and on behalf of his respective heirs, family members, executors, agentsassigns, attorneys and assigns, hereby insurers (the “Company’s Released Parties”) of and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, from any claim, complaint, charge, duty, obligation, demand, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee any of them may possess against any of the Employee Releasees arising from any omissions, acts, facts, acts or damages facts that have occurred up until and including through the date that Employee signs this Agreement, including, without limitation:
a. , any and all claims relating to claims:
A. which arise out of, result from, or arising from occurred in connection with Employee’s employment relationship with by the Company and or any of its affiliated entities, the termination of that employment relationship, any events occurring in the course of that employment, or any events occurring prior to the execution of this Agreement;
b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
c. any and all claims B. for wrongful discharge of employment; termination in violation of public policy; discharge, discrimination; harassment; , harassment and/or retaliation; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; , libel or invasion of privacy; violation of public policy; fraud, misrepresentation or conspiracy; and false imprisonment; conversion; and disability benefits;
d. any and all claims C. for a violation of any federal, state, state or municipal statute, regulation or ordinance relating to employment, including, but not limited towithout limitation, (1) Title VII of the Civil Rights Act of 1964; , as amended, (2) the Civil Rights Act of 1866, as amended, (3) the Civil Rights Act of 1991; , as amended, (4) the Rehabilitation Employee Retirement and Income Security Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Age Discrimination in Employment Act 1974, as amended, (“ADEA”); the Fair Credit Reporting Act; 5) the Age Discrimination in Employment Act of 1967; , as amended (the “ADEA”), including without limitation, the Older Workers Workers’ Benefit Protection Act; , as amended (“OWBPA”), (6) the Employee Retirement Income Security OWBPA, (7) the Americans with Disabilities Act of 1974; 1990, as amended, (8) the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Xxxxxxxx-Xxxxx Act of 2002; the Immigration Control and Reform Act; the California Family Minnesota Human Rights Act; , as amended (the California Labor Code; “MHRA”), (9) the California Workers’ Compensation Act; Minnesota Equal Pay for Equal Work Law, as amended, (10) the Minnesota healthcare worker whistleblower protection laws, (11) the Minnesota family leave law, and (12) the California Fair Employment and Housing Act; and any other similar Minnesota personnel record access statutes, regulations or laws;
e. any and all claims D. for violation of the federal or any state constitution;
f. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding back pay or other tax treatment of any of the proceeds received by Employee as a result of this Agreementunpaid compensation; andand/or
h. any and all claims E. for attorneys’ fees and costs. To the fullest extent permitted by law, Employee will not take any action that is contrary to the promises she has made in this Agreement. Employee represents that she has not filed any lawsuit, arbitration, or other claim against any of the Company’s Released Parties. Employee states that she knows of no violation of state, federal, or municipal law or regulation by any of the Company’s Released Parties, and knows of no ongoing or pending investigation, charge, or complaint by any agency charged with enforcement of state, federal, or municipal law or regulation. Employee further agrees she shall not receive any monetary damages, recovery and/or relief of any type related to any released claim(s), whether pursued by Employee or any governmental agency, other person or group. Employee hereby agrees that the release set forth in this section Agreement shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement and does not release claims that cannot be released as a matter of law. This release does not release any rights Employee has to indemnification under the Company’s governing documents, any agreement between Employee and the Company, or the law. Employee represents that Employee has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this section.
Appears in 1 contract
Samples: Separation and Release Agreement (Sunshine Heart, Inc.)
