EMPLOYEE’S PROMISES. In exchange for the payments and benefits provided in Paragraph 4, which Employee acknowledges are of value and in excess of anything to which she would be entitled under Company policy or practice, Employee (including Employee’s heirs, assigns, executors, administrators and anyone claiming for or on Employee’s behalf): a. promises and agrees to release and waive Employee’s right to assert, raise, file, or participate as a class member in any claims against the Company or other Released Parties which have arisen up to and including the date of this Agreement. (“Released Parties” means the Company and its parents, subsidiaries, affiliates, and assigns, plus all of its and their executives, officers, directors, attorneys, employees, agents, and employee benefit plans, plus related companies.) This waiver and release includes but is not limited to: (i) any and all claims alleging unlawful discrimination, harassment, or retaliation based on any protected category under federal, state or local laws, including but not limited to any claims under the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act; (ii) any and all other tort or contract claims whether seeking compensatory, punitive, legal or equitable damages, attorneys’ fees and/or costs of any kind, including, but not limited to, claims for wrongful or retaliatory discharge, breach of contract or public policy, defamation, libel, slander, invasion or breach of privacy, intentional and/or negligent infliction of emotional distress, “whistleblower” retaliation claims, or personal injury; and (iii) any other claim whatsoever up through and including the date Employee signs this Agreement and whether currently known or unknown unless a waiver and release of such claim is expressly prohibited by law (collectively the “Waived and Released Claims”). This means Employee is voluntarily giving up the right to assert, raise, or file any of the Waived and Released Claims against the Company and that the Company shall have an affirmative defense to any such claim, if asserted, raised or filed;
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EMPLOYEE’S PROMISES. In exchange for the payments and benefits provided in Paragraph 4, which Employee acknowledges are of value and in excess of anything to which she would be entitled under Company policy or practicevalue, Employee (including Employee’s heirs, assigns, executors, administrators and anyone claiming for or on Employee’s behalf):
a. promises and agrees to release and waive Employee’s right to assert, raise, file, or participate as a class member in any claims against the Company or other Released Parties which have arisen up to and including the date of this Agreement. (“Released Parties” means the Company and its parents, subsidiaries, affiliates, and assigns, plus all of its and their executives, officers, directors, attorneys, employees, agents, and employee benefit plans, plus related companies.) This waiver and release includes but is not limited to: (i) any and all claims alleging unlawful discrimination, harassment, or retaliation based on any protected category under federal, state or local laws, including but not limited to any claims under the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act,; (ii) any and all other tort or contract claims whether seeking compensatory, punitive, legal or equitable damages, attorneys’ fees and/or costs of any kind, including, but not limited to, claims for wrongful or retaliatory discharge, breach of contract or public policy, defamation, libel, slander, invasion or breach of privacy, intentional and/or negligent infliction of emotional distress, “whistleblower” retaliation claims, or personal injury; and (iii) any other claim whatsoever up through and including the date Employee signs this Agreement and whether currently known or unknown unless a waiver and release of such claim is expressly prohibited by law (collectively the “Waived and Released Claims”). This means Employee is voluntarily giving up the right to assert, raise, or file any of the Waived and Released Claims against the Company and that the Company shall have an affirmative defense to any such claim, if asserted, raised or filed;
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EMPLOYEE’S PROMISES. In exchange for the payments and benefits provided in Paragraph 4, which Employee acknowledges are of value and in excess of anything to which she would be entitled under Company policy or practice3, Employee (including Employee’s heirs, assigns, executors, administrators and anyone claiming for or on Employee’s behalf):) promises and agrees:
a. promises and agrees to release and waive Employee’s right to assert, raise, file, or participate as a class member in any claims against the Company or other Released Parties which have arisen up to and including the date of this Second Agreement. (“Released Parties” means the Company and its parents, subsidiaries, affiliates, and assigns, plus all of its and their executives, officers, directors, attorneys, employees, agents, and employee benefit plans, plus related companies.) This waiver and release includes but is not limited to: (i) any and all claims alleging unlawful discrimination, harassment, or retaliation based on race, sex, color, religion, national origin, sexual orientation, age, veteran or military status, disability or any other protected category under federal, state or local laws, including but not limited to any claims under the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act; (ii) any and all other tort or contract claims whether seeking compensatory, punitive, legal or equitable damages, attorneys’ fees and/or costs of any kind, including, but not limited to, claims for wrongful or retaliatory discharge, breach of contract or public policy, defamation, libel, slander, invasion or breach of privacy, intentional and/or negligent infliction of emotional distress, “whistleblower” retaliation claims, or personal injury; and (iii) any other claim whatsoever up through and including the date Employee signs this Second Agreement and whether currently known or unknown unless a waiver and release of such claim is expressly prohibited by law (collectively the “Waived and Released Claims”). This means Employee is voluntarily giving up the right to assert, raise, or file any of the Waived and Released Claims against the Company and that the Company shall have an affirmative defense to any such claim, if asserted, raised or filed;
b. to not accept any money as a result of his filing of any charge against the Company with any federal, state, or administrative agency and to not accept any money as a result of any third party filing of any such charge against the Company;
c. to “covenant not to xxx” the Company (or any other Released Party) for, or based on, any Waived and Released Claim set forth in section “a” of this Paragraph. The covenant not to xxx is different from and in addition to the waiver and release set forth in section “a” of this Paragraph. The covenant means Employee is promising not to file a lawsuit in any forum (by way of example, in court or arbitration) concerning any of the Waived and Released Claims. However, this covenant not to xxx does not apply to a lawsuit to enforce the terms of this Second Agreement or the Employee’s rights to indemnification as described in section “b” of Paragraph 6 below. This covenant not to xxx also does not apply to a lawsuit to challenge the validity of this Second Agreement under the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act. If Employee sues in violation of this covenant not to xxx, Employee will be liable to the Released Party for its reasonable attorneys’ fees and other litigation costs incurred in defending against such a suit. Alternatively, if Employee sues in violation of this covenant not to xxx, the Released Party can require Employee to return all but $500 of the money and other benefits paid to Employee pursuant to this Second Agreement. In that event, the Company shall be excused from making any payments or continuing any benefits otherwise owed to Employee under this Second Agreement; The $500 shall serve as consideration for enforcement of all provisions of this Second Agreement, which shall remain in effect and enforceable to the extent permitted by law.
d. to return on or before Employee’s Separation Date all Company property (by way of example this includes, but is not limited to, key cards, badges, computers, handheld computer devices, cell phones, credit cards, files, documents, disks, building/parking passes); and
e. to continue to abide by all obligations set forth in the First Agreement executed between the Company and Employee, including but not limited to each obligation set forth in Paragraph 7 of that First Agreement, a copy of which is incorporated herein by reference.
Appears in 1 contract
Samples: Second Agreement and Release (Baxter International Inc)
EMPLOYEE’S PROMISES. In exchange for the payments and benefits provided in Paragraph 4, which Employee acknowledges are of value and in excess of anything to which she would be entitled under Company policy or practice5, Employee (including Employee’s heirs, assigns, executors, administrators and anyone claiming for or on Employee’s behalf):) promises and agrees:
a. promises and agrees to release and waive Employee’s right to assert, raise, file, or participate as a class member in any claims against the Company or other Released Parties which have arisen up to and including the date of this First Agreement. (“Released Parties” means the Company and its parents, subsidiaries, affiliates, and assigns, plus all of its and their executives, officers, directors, attorneys, employees, agents, and employee benefit plans, plus related companies.) This waiver and release includes but is not limited to: (i) any and all claims alleging unlawful discrimination, harassment, or retaliation based on race, sex, color, religion, national origin, sexual orientation, age, veteran or military status, disability or any other protected category under federal, state or local laws, including but not limited to any claims under the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act; (ii) any and all other tort or contract claims whether seeking compensatory, punitive, legal or equitable damages, attorneys’ fees and/or costs of any kind, including, but not limited to, claims for wrongful or retaliatory discharge, breach of contract or public policy, defamation, libel, slander, invasion or breach of privacy, intentional and/or negligent infliction of emotional distress, “whistleblower” retaliation claims, or personal injury; and (iii) any other claim whatsoever up through and including the date Employee signs this First Agreement and whether currently known or unknown unless a waiver and release of such claim is expressly prohibited by law (collectively the “Waived and Released Claims”). This means Employee is voluntarily giving up the right to assert, raise, or file any of the Waived and Released Claims against the Company and that the Company shall have an affirmative defense to any such claim, if asserted, raised or filed;
b. to not accept any money as a result of his filing of any charge against the Company with any federal, state, or administrative agency and to not accept any money as a result of any third party filing of any such charge against the Company;
c. to “covenant not to xxx” the Company (or any other Released Party) for, or based on, any Waived and Released Claim set forth in section “a” of this Paragraph. The covenant not to xxx is different from and in addition to the waiver and release set forth in section “a” of this Paragraph. The covenant means Employee is promising not to file a lawsuit in any forum (by way of example, in court or arbitration) concerning any of the Waived and Released Claims. However, this covenant not to xxx does not apply to a lawsuit to enforce the terms of this First Agreement or the Employee’s rights to indemnification as described in section “b” of Paragraph 9 below. This covenant not to xxx also does not apply to a lawsuit to challenge the validity of this First Agreement under the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act. If Employee sues in violation of this covenant not to xxx, Employee will be liable to the Released Party for its reasonable attorneys’ fees and other litigation costs incurred in defending against such a suit. Alternatively, if Employee sues the Released Party in violation of this covenant not to xxx, the Company can require Employee to return all but $500 of the money and other benefits paid to Employee pursuant to this First Agreement. In that event, the Company shall be excused from making any payments or continuing any benefits otherwise owed to Employee under this First Agreement. The $500 shall serve as consideration for enforcement of all provisions of this First Agreement, which shall remain in effect and enforceable to the extent permitted by law;
d. other than in the proper course of his duties for the Company, to not disclose, use, or share any confidential, non-public information of the Company that Employee acquired during the course of his employment with the Company with/to any third party without the prior written consent of the General Counsel of the Company;
e. to honor and continue to abide by the obligations set forth in Employee’s Employment Agreement with the Company, which agreement is dated December 2, 2011 and incorporated herein by reference; provided, however, that to the extent any provision herein is deemed to conflict with the terms of Employee’s Employment Agreement, the provisions herein shall control and be given full force and effect;
f. that the Company has a protected interest in the goodwill of its employees and that the Company may be significantly and irreparably harmed by the departure of personnel, or key personnel, due to any solicitation by Employee or on Employee’s behalf. As a result, Employee promises and agrees that up through and including his Separation Date and through July 1, 2016, Employee: (i) shall not hire or solicit, or attempt to solicit, or encourage any Company employee to leave the Company’s employ; and (ii) shall not assist any third party in hiring or soliciting or encouraging any Company employee to leave the Company’s employ or become employed elsewhere. This restriction specifically shall include, but not be limited to, providing information about any current Company employee (e.g., name, contact information, skills, experience) to any recruiter, retained search firm, or any other third-party or person or entity for purposes of hiring that employee or soliciting or encouraging that employee to leave the Company or to be recruited or employed elsewhere;
g. that the Company has a protected interest in the goodwill of its confidential and proprietary information and competitive advantage. Employee understands and agrees that given Employee’s role as the Company’s CVP, President-International, Employee possesses significant knowledge and information concerning, inter alia, the Company’s processes, financial, marketing and sales plans, short and long term strategies, key personnel, finances, and research and development for each business unit (Medication Delivery and BioScience) both within the United States and internationally. As a result, Employee understands and agrees that disclosure of any confidential and proprietary information will cause the Company significant and irreparable harm. Employee further understands and agrees that, through July 1, 2016, he will not, directly or indirectly, be employed by, associated with, or in any manner connected with, or render services, advice, or encouragement to, any person or group offering, proposing (whether publicly or otherwise), seeking to enter into, entering into, or otherwise being involved in, any merger, proxy solicitation, tender offer, acquisition of Company assets or securities, business combination, recapitalization, restructuring, or other extraordinary transaction relating to all or part of the Company, nor shall Employee enter into any discussions, negotiations, arrangements, or understandings with respect to the foregoing with any person or group other than the Company. Employee further promises and agrees that up through his Separation Date and through July 1, 2016, Employee shall not be employed (whether as an employee, owner, officer, principal, director, advisor, consultant or contractor or in any other capacity) at any of the Competitive Entities set forth on Exhibit A and incorporated herein by reference, which are known and direct competitors of the Company, provided, however, that if Employee so requests, the Company may provide a waiver of this provision. To be effective, any such waiver must be in writing and signed by the Chief Executive Officer of the Company;
h. up through his Separation Date and through July 1, 2016, to not accept any Board appointment at any of the entities set forth on Exhibit A without prior written approval of the Chief Executive Officer of the Company;
i. to cooperate as reasonably necessary in any ongoing litigation, claim, investigation, or subpoena involving or relating to the Company for which Employee may, due to his prior employment with the Company, have knowledge. This shall include Employee being available to meet with the Company’s legal representatives and appearing to testify as a witness in administrative or court proceedings or in depositions provided that the Company shall make reasonable efforts to schedule any such meetings or appearances at mutually agreeable times and locations. Employee also agrees not to speak to any third-party in connection with any threatened or filed litigation, claim, investigation or subpoena without first getting the express written consent of Xxxxxx’x General Counsel, unless otherwise required by law. Employee also agrees that he will, within forty-eight (48) hours of receipt of any such request, pleading, or subpoena, notify the General Counsel to allow the Company to assert any and all available legal defenses;
j. to remain available to answer questions or provide information concerning his past employment or duties as reasonably necessary;
k. not to defame, disparage, libel or slander the Company or any of the Released Parties; and
l. to keep the terms of all agreements between Employee and the Company confidential except that Employee may disclose the terms to his spouse or domestic partner and financial or legal advisors, as necessary, provided that such persons are advised of and agree to maintain the confidentiality of these agreements.
Appears in 1 contract
Samples: First Agreement and Release of Claims (Baxter International Inc)
EMPLOYEE’S PROMISES. In exchange for the payments and other benefits provided to Employee in Paragraph 4, which Employee acknowledges are of value and in excess of anything to which she would be entitled under Company policy or practicethis Agreement, Employee (including promises and agrees to the following:
a. Employee releases and waives any and all claims on behalf of herself/himself and Employee’s heirs, assigns, executors, administrators and anyone claiming for or on Employee’s behalf):
a. promises and agrees to release and waive Employee’s right to assert, raise, file, or participate as a class member in any claims against the Company or other Released Parties which have arisen up to and including the date of on which Employee signs this Agreement. (“Released Parties” means the Company and its parents, subsidiaries, affiliates, and assigns, plus all of its and their executives, officers, directors, attorneys, employees, agents, and employee benefit plans, plus related companies.) . This waiver and release includes but is not limited to: (i) any and all claims alleging unlawful discrimination, harassment, or retaliation based on race, sex, color, religion, national origin, sexual orientation, gender identity, age, veteran or military status, disability or any other protected category under federal, state or local laws, including but not limited to any claims under the Age Discrimination in Employment Act, Act as amended by the Older Workers’ Benefit Protection Act; (ii) any and all other tort or contract claims claims, whether seeking compensatory, punitive, legal or equitable damages, attorneys’ fees and/or costs of any kind, including, but not limited to, claims for wrongful or retaliatory discharge, breach of contract or public policy, defamation, libel, slander, invasion or breach of privacy, intentional and/or negligent infliction of emotional distress, “whistleblower” retaliation claims, or personal injury; and (iii) any other claim whatsoever up through and including the date Employee signs this Agreement and whether currently known or unknown unless a waiver and release of such claim is expressly prohibited by law (collectively the “Waived Waive and Released Claims”). This means Notwithstanding the foregoing, “Waived and Released Claims” do not include, and Employee is voluntarily giving up the right not waiving and releasing, (i) claims that by law may not be waived and released, including but not limited to assert, raiseany claim for unemployment or workers’ compensation benefits, or file any claim for any vested, accrued benefits to which Employee is (or becomes) otherwise entitled pursuant to the terms and conditions of any of the Waived and Released Claims against benefit plans in which Employee participated prior to the Company and that Separation Date; or (ii) any claim or lawsuit to challenge the Company shall have an affirmative defense to any such claimvalidity of this Agreement under the Age Discrimination in Employment Act, if asserted, raised or filed;as amended by the Older Workers’ Benefit Protection Act.
Appears in 1 contract
