Excluded Claims. (a) Notwithstanding anything in this Agreement to the contrary, the Parties hereto agree that this Agreement does not apply to any claims EXECUTIVE may have for worker’s compensation benefits or unemployment insurance or any other claims that cannot lawfully be released. Further, notwithstanding the foregoing, the Parties also agree that this waiver and release of all claims shall not apply to any vested benefits accrued by EXECUTIVE prior to the Effective Date under any compensation or benefit plans, programs and arrangements maintained by the Company for the benefit of its employees or with respect to any other compensation and benefits provided pursuant to this Agreement or the Employment Agreement. (b) Nothing contained anywhere in this Agreement, and no obligation set forth anywhere in this Agreement, is intended to, or will, preclude the filing of any charge or complaint with any government agency, including the Equal Employment Opportunity Commission, or the participation in, or the cooperation with, any lawful government investigation. The initiation of a charge or complaint with a government agency, and/or the participation in, or cooperation with, a government investigation shall not be considered as a breach of any obligation otherwise set forth in this Agreement. Similarly, nothing in this Agreement is intended to limit lawful whistleblower activity with any government agency. However, by signing this Agreement, EXECUTIVE agrees and acknowledges that EXECUTIVE is waiving and releasing any right to receive further or additional monetary relief or individualized equitable relief concerning the terms and conditions of the employment relationship, including any separation from employment. The Consideration provided shall constitute the full extent of any individual relief to which EXECUTIVE is entitled as a result of EXECUTIVE’S employment and separation from employment. (c) In addition, pursuant to 18 USC Section 1833(b), EXECUTIVE will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, nothing in this Agreement is intended to or shall preclude EXECUTIVE from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. If EXECUTIVE is required to provide testimony, then unless otherwise directed or requested by a governmental agency or law enforcement, EXECUTIVE shall notify the Company in writing as promptly as practicable after receiving any such request of the anticipated testimony and at least ten (10) days prior to providing such testimony (or, if such notice is not possible under the circumstances, with as much prior notice as is possible) to afford the Company a reasonable opportunity to challenge the subpoena, court order or similar legal process.
Appears in 2 contracts
Samples: Employment Agreement (ASGN Inc), Employment Agreement (ASGN Inc)
Excluded Claims. (a) Notwithstanding anything in this Agreement to the contrary, the Parties hereto agree that this Agreement does not apply to any claims EXECUTIVE may have for worker’s compensation benefits or unemployment insurance or any other claims that cannot lawfully be released. Further, notwithstanding the foregoing, the Parties also agree that this waiver and release of all claims shall not apply to any vested benefits accrued by EXECUTIVE prior to the Effective Date under any compensation or benefit plans, programs and arrangements maintained by the Company for the benefit of its employees or with respect to any other compensation and benefits provided pursuant to this Agreement or the Employment Agreement.
(b) Nothing contained anywhere in this Agreement, and no obligation set forth anywhere in this Agreement, is intended to, or will, preclude the filing of any charge or complaint with any government agency, including the Equal Employment Opportunity Commission, or the participation in, or the cooperation with, any lawful government investigation. The initiation of a charge or complaint with a government agency, and/or the participation in, or cooperation with, a government investigation shall not be considered as a breach of any obligation otherwise set forth in this Agreement. Similarly, nothing in this Agreement is intended to limit lawful whistleblower activity with any government agency. HoweverYou are not, by signing this Agreement, EXECUTIVE agrees and acknowledges that EXECUTIVE is releasing or waiving and releasing (i) any right vested interest you may have in any stock grants, stock options or other forms of equity awards, 401(k) or other retirement plan by virtue of your employment with the Company, subject to receive further or additional monetary relief or individualized equitable relief concerning the terms and conditions of the employment relationshipapplicable plans, including any separation from employment. The Consideration provided shall constitute grant or award agreement and applicable law, (ii) any rights or claims that may arise after this Agreement is signed by you, (iii) the full extent of any individual relief right to which EXECUTIVE is entitled as a result of EXECUTIVE’S employment and separation from employment.
(c) In addition, pursuant to 18 USC Section 1833(b), EXECUTIVE will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely institute legal action for the purpose of reporting enforcing the provisions of this Agreement, (iv) any right you may have to apply for any state unemployment insurance benefits, (v) any workers compensation benefits to which you may be entitled under applicable law, (vi) any rights to indemnification under any agreement with the Company, any certificate of incorporation or investigating a suspected violation by laws (or comparable organizational document) of the Company or any applicable insurance policy of the Company with respect to acts or omissions by you occurring or alleged to have occurred during the course of your employment by the Company (and/or by any of the other Releasee entities), subject to the applicable definitions, terms and conditions of any such agreement, certificate of incorporation, by laws (or comparable organizational document), insurance policy and applicable law; , or (iivii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made any rights for continuation coverage under sealCOBRA. FurtherAdditionally, nothing in this Agreement is intended to or shall preclude EXECUTIVE from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process waives or otherwise limits your right to: file a charge or complaint with the U.S. Equal Employment Opportunity Commission (“EEOC”) (and/or with any other government agency); testify, assist or participate in any investigation, hearing or proceeding conducted by the EEOC (and/or by any other government agency); or challenge under the Older Workers Benefit Protection Act (“OWBPA”) (29 U.S.C. § 626) the knowing and voluntary nature of your release of any claims that you may have under the ADEA. However, neither the immediately preceding sentence nor any other provision in this Agreement constitute a waiver of any kind by any of the Releasees of their right to assert the Release set forth in this Agreement as required a defense to any charge or complaint filed with the EEOC, any other government agency, any court, and/or any other tribunal. Additionally, you hereby waive any right to, and agree that you will not accept, any monetary award or recovery resulting from a filing of a charge or complaint by law. If EXECUTIVE is required to provide testimonyor with the EEOC, then unless otherwise directed or requested by a governmental agency or law enforcementany other government agency, EXECUTIVE shall notify any court, and/or any other tribunal against the Company in writing as promptly as practicable after receiving (and/or against any such request of the anticipated testimony other Releasees) asserting or alleging any claim, demand or cause of action that has been released or waived in this Agreement. In addition, for the avoidance of doubt, nothing in this Agreement shall be interpreted to limit your right to receive an award to which you may be entitled for information provided to the U.S. Securities and at least ten Exchange Commission (10) days prior to providing such testimony “SEC”), the U.S. Commodity Futures Trading Commission (or“CFTC”), if such notice is not possible under the circumstances, with as much prior notice as is possible) to afford the Company a reasonable opportunity to challenge the subpoena, court order or similar legal processequivalent state securities enforcement agencies.
Appears in 2 contracts
Samples: Separation Agreement (Cantel Medical Corp), Executive Severance and Change in Control Plan (Cantel Medical Corp)
Excluded Claims. The Released Claims do not include any rights that are not waivable as a matter of law, including without limitation, any rights the Executive may have to seek unemployment or workers’ compensation benefits. Further, the Released Claims do not include (ai) Notwithstanding anything any rights or claims for indemnification which the Executive may have pursuant to any written indemnification agreement with the Company to which the Executive is party or under applicable law or the Company’s articles, bylaws or related insurance policies; (ii) any rights or claims for coverage available under any applicable director & officer insurance policy maintained by the Company; or (iii) any rights to compensation or benefits earned prior to the date of this Agreement. In addition, nothing in this Agreement to (including the contrary, General Release) prevents the Parties hereto agree that this Agreement does not apply to any claims EXECUTIVE may have for worker’s compensation benefits or unemployment insurance or any other claims that cannot lawfully be released. Further, notwithstanding the foregoing, the Parties also agree that this waiver and release of all claims shall not apply to any vested benefits accrued by EXECUTIVE prior to the Effective Date under any compensation or benefit plans, programs and arrangements maintained by the Company for the benefit of its employees or with respect to any other compensation and benefits provided pursuant to this Agreement or the Employment Agreement.
(b) Nothing contained anywhere in this Agreement, and no obligation set forth anywhere in this Agreement, is intended to, or will, preclude the Executive from filing of any a charge or complaint with any government agency, including the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (collectively, the participation in, “Government Agencies”). This Agreement (including the General Release) does not limit the Executive’s ability to communicate with any Government Agencies or the cooperation with, otherwise participate in any lawful government investigationinvestigation or proceeding that may be conducted by any Government Agencies. The initiation of a charge or complaint with a government agency, and/or the participation in, or cooperation with, a government investigation shall not be considered as a breach of any obligation otherwise set forth in this Agreement. Similarly, nothing in While this Agreement does not limit the Executive’s right to receive an award for information provided to the Securities and Exchange Commission or to receive a monetary award from a government-administered whistleblower award program, the Executive understands and agrees that, to the maximum extent permitted by law, the Executive is intended otherwise waiving any and all rights the Executive may have to limit lawful whistleblower activity with individual relief based on any government agency. However, claims that the Executive has released and any rights the Executive has waived by signing this Agreement, EXECUTIVE agrees and acknowledges that EXECUTIVE is waiving and releasing any right to receive further or additional monetary relief or individualized equitable relief concerning the terms and conditions of the employment relationship, including any separation from employment. The Consideration provided shall constitute the full extent of any individual relief to which EXECUTIVE is entitled as a result of EXECUTIVE’S employment and separation from employment.
(c) In addition, pursuant to 18 USC Section 1833(b), EXECUTIVE will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, nothing in this Agreement is intended to or shall preclude EXECUTIVE from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. If EXECUTIVE is required to provide testimony, then unless otherwise directed or requested by a governmental agency or law enforcement, EXECUTIVE shall notify the Company in writing as promptly as practicable after receiving any such request of the anticipated testimony and at least ten (10) days prior to providing such testimony (or, if such notice is not possible under the circumstances, with as much prior notice as is possible) to afford the Company a reasonable opportunity to challenge the subpoena, court order or similar legal process.
Appears in 2 contracts
Samples: Employment Agreement (Core Scientific, Inc./Tx), Employment Agreement (Core Scientific, Inc./Tx)
Excluded Claims. (a) Notwithstanding anything in this Agreement to the contrary, the Parties hereto agree that this Agreement does not apply to any claims EXECUTIVE may have for worker’s compensation benefits or unemployment insurance or any other claims that cannot lawfully be released. Further, notwithstanding the foregoing, the Parties also agree that this waiver and release of all following are not included in the Released Claims (the “Excluded Claims”): (i) any rights or claims shall not apply for indemnification you may have pursuant to any vested benefits accrued by EXECUTIVE prior written indemnification agreement with the Company to which you are a party or under applicable law or the Effective Date Company’s Bylaws; (ii) coverage under any compensation applicable directors’ and officers’ or benefit plans, programs and arrangements maintained by other third-party liability insurance; (iii) Employee’s vested accrued benefits under the Company or TriNet’s respective benefits and compensation plans; (v) any rights which are not waivable as a matter of law; and (vi) any claims for breach of this Agreement. You hereby represent and warrant that, other than the benefit Excluded Claims, you are not aware of its employees any claims you have or with respect to might have against any other compensation and benefits provided pursuant to of the Released Parties that are not included in the Released Claims. You understand that nothing in this Agreement or the Employment Agreement.
(b) Nothing contained anywhere in this Agreement, and no obligation set forth anywhere in this Agreement, is intended to, or will, preclude the filing of any limits your ability to file a charge or complaint with any government agency, including the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or the participation inany other federal, state or the cooperation with, any lawful government investigationlocal governmental agency or commission (“Government Agencies”). The initiation of a charge or complaint with a government agency, and/or the participation in, or cooperation with, a government investigation shall not be considered as a breach of any obligation otherwise set forth in this Agreement. Similarly, nothing in You further understand this Agreement is intended does not limit your ability to limit lawful whistleblower activity communicate with any government agencyGovernment 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. HoweverWhile this Agreement does not limit your right to receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, to maximum extent permitted by law, you are otherwise waiving any and all rights you may have to individual relief based on any claims that you have released and any rights you have waived by signing this Agreement, EXECUTIVE agrees and acknowledges that EXECUTIVE is waiving and releasing any right to receive further or additional monetary relief or individualized equitable relief concerning the terms and conditions of the employment relationship, including any separation from employment. The Consideration provided shall constitute the full extent of any individual relief to which EXECUTIVE is entitled as a result of EXECUTIVE’S employment and separation from employment.
(c) In addition, pursuant to 18 USC Section 1833(b), EXECUTIVE will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, nothing in this Agreement is intended to or shall preclude EXECUTIVE from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. If EXECUTIVE is required to provide testimony, then unless otherwise directed or requested by a governmental agency or law enforcement, EXECUTIVE shall notify the Company in writing as promptly as practicable after receiving any such request of the anticipated testimony and at least ten (10) days prior to providing such testimony (or, if such notice is not possible under the circumstances, with as much prior notice as is possible) to afford the Company a reasonable opportunity to challenge the subpoena, court order or similar legal process.
Appears in 1 contract
Excluded Claims. The only claims that are not being waived and released by Employee under this Section B. are claims Employee may have for:
(a) Notwithstanding anything in this Agreement unemployment, state disability, workers compensation and/or paid family leave insurance benefits pursuant to the contrary, the Parties hereto agree that this Agreement does not apply to any claims EXECUTIVE may have for worker’s compensation benefits or unemployment insurance or any other claims that cannot lawfully be released. Further, notwithstanding the foregoing, the Parties also agree that this waiver and release terms of all claims shall not apply to any vested benefits accrued by EXECUTIVE prior to the Effective Date under any compensation or benefit plans, programs and arrangements maintained by the Company for the benefit of its employees or with respect to any other compensation and benefits provided pursuant to this Agreement or the Employment Agreement.applicable state law;
(b) Nothing contained anywhere continuation of existing participation in this AgreementCompany-sponsored group health benefit plans, and no obligation set forth anywhere in this Agreementat Employee’s full expense, is intended to, or will, preclude under the filing of any charge or complaint with any government agency, including the Equal Employment Opportunity Commission, or the participation in, or the cooperation with, any lawful government investigation. The initiation of a charge or complaint with a government agency, federal law known as COBRA and/or the participation in, or cooperation with, a government investigation shall not be considered as a breach of any obligation otherwise set forth in this Agreement. Similarly, nothing in this Agreement is intended to limit lawful whistleblower activity with any government agency. However, by signing this Agreement, EXECUTIVE agrees and acknowledges that EXECUTIVE is waiving and releasing any right to receive further or additional monetary relief or individualized equitable relief concerning the terms and conditions of the employment relationship, including any separation from employment. The Consideration provided shall constitute the full extent of any individual relief to which EXECUTIVE is entitled as a result of EXECUTIVE’S employment and separation from employment.under an applicable state counterpart law;
(c) In addition, any benefit entitlements that are vested as of the Separation Date pursuant to 18 USC Section 1833(b), EXECUTIVE will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure terms of a trade secret that Company-sponsored benefit plan governed by the federal law known as “ERISA”;
(d) violation of any federal, state or local statutory and/or public policy right or entitlement that, by applicable law, is made: not waivable;
(e) claims arising from or relating to the obligations (or breach thereof) of the Company under the Agreement or this Supplemental Agreement;
(f) any rights of Employee (i) in confidence to as a federalshareholder of the Company, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, nothing in this Agreement is intended to or shall preclude EXECUTIVE from providing truthful testimony in response exercise any vested stock options pursuant to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. If EXECUTIVE is required to provide testimony, then unless otherwise directed or requested by a governmental agency or law enforcement, EXECUTIVE shall notify the terms of the Company in writing as promptly as practicable after receiving stock option plans and Employee’s applicable stock option agreements;
(g) any such request (i) rights of the anticipated testimony and at least ten (10) days prior to providing such testimony (or, if such notice is not possible Employee under the circumstancesIndemnification Agreement dated as of June 30, with as much prior notice as is possible2006 between Employee and the Company, (ii) rights that Employee may have following termination of his employment under the Company’s general liability or director/officer insurance coverage (subject to afford the terms of such coverage) and (iii) rights of Employee to indemnification under applicable law, the Company’s charter documents or any other similar agreement in existence between the Company a reasonable opportunity to challenge and Employee; and
(h) any wrongful act or omission occurring after the subpoena, court order or similar legal processdate Employee signs this Supplemental Agreement.
Appears in 1 contract
Samples: Transition Agreement (Polycom Inc)
Excluded Claims. (a) Notwithstanding anything in this Agreement to the contrary, the Parties hereto agree that this Agreement does not apply to any claims EXECUTIVE may have for worker’s compensation benefits or unemployment insurance or any other claims that cannot lawfully be released. Further, notwithstanding the foregoing, this general release (the Parties also agree that this waiver and release of all claims “Release”) shall not apply operate to release any vested rights or claims of the Service Provider (i) to [payment of the Bonus (as defined in the Separation Agreement) under Section 1(d)][benefits under Section 2(c)(ii)] of that certain Separation and Consulting Agreement between the Service Provider, Holdings and the Company, dated as of September 14, 2023 (the “Separation Agreement”) and the Service Provider’s opportunity to receive the additional payments and benefits accrued provided for under the Separation Agreement, which payments and benefits (among other good and valuable consideration) are provided in exchange for this Release, (ii) [to Claims by EXECUTIVE prior to Xxxxx against the Effective Date under any compensation or benefit plans, programs and arrangements maintained Company for a future breach by the Company for of the benefit of its employees or with respect Separation Agreement, (iii)] to any other Claims by Xxxxx for indemnification arising under any applicable indemnification obligation of the Company, (iv) to any Claims which cannot be waived by Service Provider under applicable law, (v) to any Claims the Service Provider may have solely in the Service Provider’s capacity as an equity holder of Holdings, (vi) to accrued or vested benefits under any applicable Company employee benefit plan (within the meaning of Section 3(3) of the Employment Retirement Income Security Act), (vii) to any Claims for unemployed compensation and or state disability insurance benefits provided pursuant to this Agreement applicable state law, (viii) to any Claims to continued participation in certain Company group health plans pursuant to the terms of COBRA or the Employment Agreement.
(b) Nothing contained anywhere in this Agreement, and no obligation set forth anywhere in this Agreement, is intended toany comparable state law, or will, preclude (ix) to the filing of any Service Provider’s right to file a charge or complaint with any government agency, including the Equal Employment Opportunity CommissionCommission (or similar state agency) or participate in any investigation conducted by the Equal Employment Opportunity Commission (or similar state agency), provided that the Service Provider does not seek or the participation in, or the cooperation with, any lawful government investigation. The initiation of a charge or complaint with a government agency, and/or the participation in, or cooperation with, a government investigation shall not be considered as a breach of any obligation otherwise set forth in this Agreement. Similarly, nothing in this Agreement is intended to limit lawful whistleblower activity with any government agency. However, by signing this Agreement, EXECUTIVE agrees and acknowledges that EXECUTIVE is waiving and releasing any right to receive further or additional monetary relief or individualized equitable relief concerning the terms and conditions of the employment relationship, including any separation from employment. The Consideration provided shall constitute the full extent of accept any individual relief to which EXECUTIVE is entitled as a result of EXECUTIVE’S employment and separation recovery arising from employment.
such charge (c) In addition, pursuant to 18 USC Section 1833(b), EXECUTIVE will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: clauses (i) through (ix), collectively, the “Excluded Claims”). Nothing in confidence to this Release prevents or precludes the Service Provider from challenging or seeking a federaldetermination in good faith of the validity of this waiver under the ADEA, statenor does it impose any condition precedent, penalties, or local government officialcosts for doing so, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, nothing in this Agreement is intended to or shall preclude EXECUTIVE from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required unless specifically authorized by federal law. If EXECUTIVE The Service Provider acknowledges that the Service Provider has been advised by legal counsel and is required to provide testimonyfamiliar with the provisions of California Civil Code Section 1542, then unless otherwise directed which provides as follows: | “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Service Provider, being aware of said Code section, hereby expressly waives any rights the Service Provider may have thereunder, as well as any other statutes or requested by a governmental agency or common law enforcementprinciples of similar effect. For clarity, EXECUTIVE shall notify the Company in writing as promptly as practicable after receiving any such request Service Provider is not waiving the Excluded Claims. Without limiting the scope of the anticipated testimony foregoing release of Claims in any way, the Service Provider certifies that this release constitutes a knowing and at least ten (10) days prior voluntary waiver of any and all rights or claims that exist or that the Service Provider has or may claim to providing such testimony (or, if such notice is have under ADEA. This Release does not possible govern any rights or claims that might arise under the circumstances, with as much prior notice as ADEA after the date this Release is possible) to afford signed by the Company a reasonable opportunity to challenge the subpoena, court order or similar legal process.Service Provider. The Service Provider hereby acknowledges that:
Appears in 1 contract
Samples: Separation and Consulting Agreement (Kennedy-Wilson Holdings, Inc.)
Excluded Claims. This CCAA Plan does not affect the following (each, an "Excluded Claim"):
(a) Notwithstanding anything in this Agreement to any Claim, Subsequent Claim or Restructuring Claim secured by the contraryAbitibi Administration Charge, the Parties hereto agree Bowater Administration Charge, the Abitibi D&O Charge, the Bowater D&O Charge, the ACI DIP Charge, the BI DIP Lenders Charge and the Bowater Adequate Protection Charge (each, a "CCAA Charge Claim");
(b) any Administrative Claim; #10517867 v42
(c) any Secured Claim;
(d) any Securitization Claim;
(e) subject to Subsection 2.5(c), any Inter-company Claim, including those secured by the ACI Inter-company Advances Charge and the BI Inter-company Advances Charge;
(f) any Claim of an employee of any of the Applicants who was employed by that this Agreement does not apply Applicant as of April 16, 2009, other than Claims by any such employee who was required to file its Proof of Claim prior to April 7, 2010 or any applicable subsequent Claim Bar Date, pursuant to and in accordance with the Third Claims Procedure Order (the "Excluded Employee Claims");
(g) any Post-filing Claim;
(h) any Allowed Insured Claim, provided that the Insured Claim Creditor agrees to relinquish and waive any right to any claims EXECUTIVE may portion of any Claim, other than the Allowed Insured Claim, arising from the same incident or occurrence alleged to have for worker’s compensation benefits or unemployment insurance or any other claims that cannot lawfully be released. Further, notwithstanding the foregoing, the Parties also agree that this waiver and release of all claims shall not apply to any vested benefits accrued by EXECUTIVE occurred prior to the Effective Date under Implementation Date; and
(i) any compensation Government Priority Claim. ; and
(j) any Claim, Subsequent Claim or benefit plans, programs and arrangements maintained Restructuring Claim ordered by the Company Court to be treated as an Excluded Claim for the benefit purpose of its employees this CCAA Plan. Creditors with Excluded Claims will not be entitled to vote at theany Creditors' Meeting or receive any distributions under this CCAA Plan in respect of the portion of their Claims which is an Excluded Claim. Nothing in this CCAA Plan shall affect the Applicants' rights and defences, both legal and equitable, with respect to any other compensation and benefits provided pursuant to this Agreement or the Employment Agreement.
(b) Nothing contained anywhere in this Agreement, and no obligation set forth anywhere in this Agreement, is intended to, or will, preclude the filing of any charge or complaint with any government agency, including the Equal Employment Opportunity Commission, or the participation in, or the cooperation with, any lawful government investigation. The initiation of a charge or complaint with a government agency, and/or the participation in, or cooperation with, a government investigation shall not be considered as a breach of any obligation otherwise set forth in this Agreement. Similarly, nothing in this Agreement is intended to limit lawful whistleblower activity with any government agency. However, by signing this Agreement, EXECUTIVE agrees and acknowledges that EXECUTIVE is waiving and releasing any right to receive further or additional monetary relief or individualized equitable relief concerning the terms and conditions of the employment relationship, Excluded Claim including any separation from employment. The Consideration provided shall constitute the full extent of any individual relief rights with respect to which EXECUTIVE is entitled as a result of EXECUTIVE’S employment legal and separation from employmentequitable defences or entitlements to set-offs or recoupments against such Excluded Claims.
(c) In addition, pursuant to 18 USC Section 1833(b), EXECUTIVE will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, nothing in this Agreement is intended to or shall preclude EXECUTIVE from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. If EXECUTIVE is required to provide testimony, then unless otherwise directed or requested by a governmental agency or law enforcement, EXECUTIVE shall notify the Company in writing as promptly as practicable after receiving any such request of the anticipated testimony and at least ten (10) days prior to providing such testimony (or, if such notice is not possible under the circumstances, with as much prior notice as is possible) to afford the Company a reasonable opportunity to challenge the subpoena, court order or similar legal process.
Appears in 1 contract
Samples: Backstop Commitment Agreement
Excluded Claims. (a) Notwithstanding anything in this Agreement to the contrary, the Parties hereto agree that this Agreement does not apply to any claims EXECUTIVE may have for worker’s compensation benefits or unemployment insurance or any other claims that cannot lawfully be released. Further, notwithstanding the foregoing, the Parties also agree that this waiver and release of all following are not included in the Released Claims (the “Excluded Claims”): (i) any rights or claims shall not apply for indemnification you may have pursuant to any vested benefits accrued by EXECUTIVE prior written indemnification agreement with the Company to the Effective Date which you are a party or under applicable law; (ii) any rights which are not waivable as a matter of law; (iii) any rights you have to file or pursue a claim for workers’ compensation or benefit plansunemployment insurance; and (iv) any claims for breach of this Agreement. You hereby represent and warrant that, programs and arrangements maintained by other than the Company for Excluded Claims, you are not aware of any claims you have or might have against any of the benefit of its employees or with respect to any other compensation and benefits provided pursuant to this Agreement or Released Parties that are not included in the Employment Agreement.
(b) Released Claims. Nothing contained anywhere in this Agreement, including but not limited to the acknowledgements, release of claims, the promise not to sue, the confidentiality, non-disparagement, and no obligation set forth anywhere the return of property provisions (a) limits or affects my right to disclose or discuss sexual harassment or sexual assault disputes; (b) limits or affects my right to challenge the validity of this Agreement under the ADEA or the OWBPA; (c) prevents me from communicating with, filing a charge or complaint with, providing documents or information voluntarily or in this Agreement, is intended response to a subpoena or other information request to, or willfrom participating in an investigation or proceeding conducted by, preclude the filing of any charge or complaint with any government agency, including the Equal Employment Opportunity Commission, or National Labor Relations Board, the participation inSecurities and Exchange Commission, law enforcement, or any other any federal, state or local agency charged with the cooperation withenforcement of any laws; or from testifying, any lawful government investigation. The initiation of a charge or complaint with a government agency, and/or the participation inproviding evidence, or cooperation withresponding to a subpoena or discovery request in court litigation or arbitration; (d) prevents a non-management, non-supervisory employees from engaging in protected concerted activity under §7 of the NLRA or similar state law such as joining, assisting, or forming a government investigation shall not be considered union, bargaining, picketing, striking, or participating in other activity for mutual aid or protection, or refusing to do so; this includes using or disclosing information acquired through lawful means regarding wages, hours, benefits, or other terms and conditions of employment, except where the information was entrusted to the employee in confidence by the Company as a breach part of any obligation otherwise set forth in this Agreement. Similarly, nothing in this Agreement is intended to limit lawful whistleblower activity with any government agencythe employee’s job duties. However, by signing this Agreement, EXECUTIVE agrees and acknowledges that EXECUTIVE is I am waiving and releasing any my right to receive further or additional monetary relief or individualized equitable relief concerning the terms and conditions of the employment relationship, including any separation from employment. The Consideration provided shall constitute the full extent of recover any individual relief to which EXECUTIVE is entitled as a result of EXECUTIVE’S employment and separation from employment.
(c) In additionincluding any backpay, pursuant to 18 USC Section 1833(b)frontpay, EXECUTIVE will not be held criminally reinstatement or civilly liable under any federal other legal or state trade secret law for the disclosure of a trade secret that is made: (iequitable relief) in confidence to a federalany charge, statecomplaint, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceedingproceeding brought by me or on my behalf by any third party, if such filing is made under seal. Further, nothing in this Agreement is intended except for any right I may have to receive a payment or shall preclude EXECUTIVE award from providing truthful testimony in response a government agency (and not the Company) for information provided to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. If EXECUTIVE is required to provide testimony, then unless otherwise directed or requested by a governmental the government agency or law enforcement, EXECUTIVE shall notify the Company in writing as promptly as practicable after receiving any such request of the anticipated testimony and at least ten (10) days prior to providing such testimony (or, if such notice is not possible under the circumstances, with as much prior notice as is possible) to afford the Company a reasonable opportunity to challenge the subpoena, court order or similar legal processwhere otherwise prohibited.
Appears in 1 contract
Samples: Separation Agreement and Release (Lucid Group, Inc.)
Excluded Claims. (a) Notwithstanding anything in this Agreement to the contrarybroad scope of the general release, the Parties hereto agree that this Agreement does following are not apply to included in the Released Claims (the “Excluded Claims”): (i) any rights that, as a matter of law, whether by statute or otherwise, may not be waived, such as claims EXECUTIVE may have for worker’s workers’ compensation benefits or unemployment insurance or any other claims that cannot lawfully be released. Furtherbenefits; however, notwithstanding the foregoing, the Parties also agree that this waiver and release of all claims shall not apply to any vested benefits accrued by EXECUTIVE prior to the Effective Date under extent permitted by law, you waive any compensation right or benefit plansability to be a class or collective action representative or to otherwise participate in any putative or certified class, programs collective or multi-party action or proceeding based on any Excluded Claims in which any of the Released Parties is a party; and arrangements maintained by the Company (ii) any claims for the benefit breach of its employees or with respect to any other compensation and benefits provided pursuant to this Agreement. In addition, nothing in this Agreement prevents you from filing a charge or the Employment Agreement.
(b) Nothing contained anywhere in this Agreementcomplaint, and no obligation set forth anywhere in this Agreement, is intended reporting to, cooperating with, communicating with, or willparticipating in any proceeding before the Securities and Exchange Commission (the “SEC”), preclude the filing of any charge or complaint with any government agency, including the Equal Employment Opportunity Commission, or the participation inOccupational Safety and Health Administration, the United States Department of Labor, the National Labor Relations Board, or other similar state or local agency (the cooperation with“Government Agencies”), or from exercising any lawful government investigation. The initiation rights pursuant to Section 7 of the NLRA, or from taking any action protected under the whistleblower provisions of any federal securities law (“Protected Activities”), none of which activities shall constitute a breach of the release, non-disparagement or confidentiality clauses of this Agreement; however, if you file any charge or complaint with a government agencyGovernment Agency, and/or the participation inif a Government Agency pursues any claim on your behalf, or cooperation withif any third party pursues any claim on your behalf, a government investigation shall not be considered as a breach of any obligation otherwise set forth in this Agreement. Similarly, nothing in this Agreement is intended you waive to limit lawful whistleblower activity with any government agency. However, the fullest extent permitted by signing this Agreement, EXECUTIVE agrees and acknowledges that EXECUTIVE is waiving and releasing law any right to receive further monetary or additional monetary other individualized relief (either individually, or individualized equitable relief concerning the terms and conditions of the employment relationship, including any separation from employment. The Consideration provided shall constitute the full extent as part of any individual relief collective or class action); provided, however, that this limitation on recovery shall not apply to which EXECUTIVE is entitled as a result of EXECUTIVE’S employment and separation from employment.
(c) In additionadministrative proceedings before the SEC. You understand that in connection with such Protected Activity, pursuant you are permitted to 18 USC Section 1833(b), EXECUTIVE will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint disclose documents or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, nothing in this Agreement is intended to or shall preclude EXECUTIVE from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise information as required by law, and without giving notice to, or receiving authorization from, the Company. If EXECUTIVE is required Notwithstanding the foregoing, you agree to provide testimony, then unless otherwise directed take all reasonable precautions to prevent any unauthorized use or requested by a governmental agency or law enforcement, EXECUTIVE shall notify the disclosure of any information that may constitute Company in writing as promptly as practicable after receiving any such request of the anticipated testimony and at least ten (10) days prior to providing such testimony (or, if such notice is not possible confidential information under the circumstances, with as much prior notice as is possible) Confidentiality Agreement to afford any parties other than the Company a reasonable opportunity to challenge the subpoena, court order or similar legal processGovernment Agencies.
Appears in 1 contract
Excluded Claims. (a) Notwithstanding anything in this Agreement to the contrary, the Parties hereto agree that this Agreement does not apply to any claims EXECUTIVE may have for worker’s compensation benefits or unemployment insurance or any other claims that cannot lawfully be released. Further, notwithstanding the foregoing, the Parties also agree following are not included in the Released Claims (the “Excluded Claims”): (i) any rights or claims for indemnification you may have pursuant to any written indemnification agreement with the Company to which you are a party, the insurance policies (provided that this waiver and release of all claims the Company shall not apply be required to any vested benefits accrued by EXECUTIVE prior to the Effective Date add you or maintain you as an insured party or a beneficiary under any compensation insurance policy), charter, bylaws, or benefit plansoperating agreements of the Company, programs or under applicable law; (ii) any rights or claims which are not waivable as a matter of law; (iii) any rights or claims under the Continuing Agreements, and arrangements maintained by the Company (iv) any claims for the benefit breach of its employees or with respect to any other compensation and benefits provided pursuant to this Agreement. In addition, nothing in this Agreement or the Employment Agreement.
(b) Nothing contained anywhere in this Agreementprevents you from filing, and no obligation set forth anywhere in this Agreement, is intended tocooperating with, or will, preclude the filing of participating in any charge or complaint with any government agency, including proceeding before the Equal Employment Opportunity Commission, or the participation inDepartment of Labor, or the cooperation withany federal, state or other governmental agency, except that you acknowledge and agree that you hereby waive your right to any lawful government investigation. The initiation of a monetary benefits in connection with any such claim, charge or complaint with a government agencyproceeding. You represent and warrant that, and/or other than the participation inExcluded Claims, or cooperation with, a government investigation shall you are not be considered as a breach aware of any obligation otherwise set forth in this Agreement. Similarly, nothing in this Agreement is intended to limit lawful whistleblower activity with claims you have or might have against any government agency. However, by signing this Agreement, EXECUTIVE agrees and acknowledges that EXECUTIVE is waiving and releasing any right to receive further or additional monetary relief or individualized equitable relief concerning the terms and conditions of the employment relationshipReleased Parties that are not included in the Released Claims. As used herein, including any separation from employment. The Consideration provided shall constitute the full extent of any individual relief to which EXECUTIVE is entitled as a result of EXECUTIVE’S employment and separation from employment.
(c) In addition, pursuant to 18 USC Section 1833(b), EXECUTIVE will not be held criminally or civilly liable under any federal or state trade secret law for term “Continuing Agreements” means the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of lawMerger Agreement; or (ii) in a complaint or other document filed in a lawsuit or other proceedingthe Amended and Restated Stockholders Agreement dated as of May 30, if such filing is made under seal. Further2013 by and among the Company, nothing in this Agreement is intended to or shall preclude EXECUTIVE from providing truthful testimony in response to a valid subpoenaXxxxxxxx X. Xxxxx, court order, regulatory request or other judicial, administrative or legal process or otherwise acting as required by law. If EXECUTIVE is required to provide testimony, then unless otherwise directed or requested by a governmental agency or law enforcement, EXECUTIVE shall notify the Company in writing as promptly as practicable after receiving any such request trustee of the anticipated testimony Voting Trust Agreement by and at least ten among the Company, Xxxxxx Technologies, Inc. and Xxxxxxxx X. Xxxxx, as Trustee dated as of February 6, 2008, and the other holders of the Company’s common stock listed on Exhibit A attached thereto, and the purchasers of the Company’s Series A Preferred Stock and Series B Preferred Stock listed on Exhibit B attached thereto (10the “Stockholders Agreement”); (iii) days prior to providing such testimony Rights Agreement (oras defined in the Merger Agreement); (iv) Amended and Restated Voting Agreement dated as of September 29, if such notice is not possible 2014 by and among the Company, the holders of the Company’s common stock listed on Exhibit A thereto, and the holders of the Company’s preferred stock listed on Exhibit B thereto; and (v) Warrant (No. CW-003) dated May 30, 2013 and issued in the name of Xxxxxxx Xxxxxxx under the circumstances, with as much prior notice as is possible) to afford Merger Agreement (the Company a reasonable opportunity to challenge the subpoena, court order or similar legal process“Warrant”).
Appears in 1 contract
Samples: Separation and Consulting Agreement (AltheaDx, Inc.)
Excluded Claims. (a) Notwithstanding anything in this Agreement to the contrary, the Parties hereto agree that this Agreement does not apply to any claims EXECUTIVE may have for worker’s compensation benefits or unemployment insurance or any other claims that cannot lawfully be released. Further, notwithstanding the foregoing, the Parties also agree that this waiver and release of all claims shall not apply to any vested benefits accrued by EXECUTIVE prior to the Effective Date under any compensation or benefit plans, programs and arrangements maintained by the Company for the benefit of its employees or with respect to any other compensation and benefits provided pursuant to this Agreement or the Employment Agreement.
(b) Nothing contained anywhere in this Agreement, and no obligation set forth anywhere in this Agreement, is intended to, or will, preclude the filing of any charge or complaint with any government agency, including the Equal Employment Opportunity Commission, or the participation in, or the cooperation with, any lawful government investigation. The initiation of a charge or complaint with a government agency, and/or the participation in, or cooperation with, a government investigation shall not be considered as a breach of any obligation otherwise set forth in this Agreement. Similarly, nothing in this Agreement is intended to limit lawful whistleblower activity with any government agency. HoweverYou are not, by signing this Agreement, EXECUTIVE agrees and acknowledges that EXECUTIVE is releasing or waiving and releasing (i) any right vested interest you may have in any stock grants, stock options or other forms of equity awards, 401(k) or other retirement plan by virtue of your employment with the Company, subject to receive further or additional monetary relief or individualized equitable relief concerning the terms and conditions of the employment relationshipapplicable plans, including any separation from employment. The Consideration provided shall constitute grant or award agreement and applicable law, (ii) any rights or claims that may arise after this Agreement is signed by you, (iii) the full extent of any individual relief right to which EXECUTIVE is entitled as a result of EXECUTIVE’S employment and separation from employment.
(c) In addition, pursuant to 18 USC Section 1833(b), EXECUTIVE will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely institute legal action for the purpose of reporting enforcing the provisions of this Agreement, (iv) any right you may have to apply for any state unemployment insurance benefits, (v) any workers compensation benefits to which you may be entitled under applicable law, (vi) any rights to indemnification under any agreement with the Company, any certificate of incorporation or investigating a suspected violation by laws (or comparable organizational document) of the Company or any applicable insurance policy of the Company with respect to acts or omissions by you occurring or alleged to have occurred during the course of your employment by the Company (and/or by any of the other Releasee entities), subject to the applicable definitions, terms and conditions of any such agreement, certificate of incorporation, by laws (or comparable organizational document), insurance policy and applicable law; , or (iivii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made any rights for continuation coverage under sealCOBRA. FurtherAdditionally, nothing in this Agreement is intended to or shall preclude EXECUTIVE from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process waives or otherwise limits your right to: file a charge or complaint with the U.S. Equal Employment Opportunity Commission (“EEOC”) (and/or with any other government agency), or testify, assist or participate in any investigation, hearing or proceeding conducted by the EEOC (and/or by any other government agency). However, neither the immediately preceding sentence nor any other provision in this Agreement constitute a waiver of any kind by any of the Releasees of their right to assert the Release set forth in this Agreement as required a defense to any charge or complaint filed with the EEOC, any other government agency, any court, and/or any other tribunal. Additionally, you hereby waive any right to, and agree that you will not accept, any monetary award or recovery resulting from a filing of a charge or complaint by law. If EXECUTIVE is required to provide testimonyor with the EEOC, then unless otherwise directed or requested by a governmental agency or law enforcementany other government agency, EXECUTIVE shall notify any court, and/or any other tribunal against the Company in writing as promptly as practicable after receiving (and/or against any such request of the anticipated testimony other Releasees) asserting or alleging any claim, demand, or cause of action that has been released or waived in this Agreement. In addition, for the avoidance of doubt, nothing in this Agreement shall be interpreted to limit your right to receive an award to which you may be entitled for information provided to the U.S. Securities and at least ten Exchange Commission (10) days prior to providing such testimony “SEC”), the U.S. Commodity Futures Trading Commission (or“CFTC”), if such notice is not possible under the circumstances, with as much prior notice as is possible) to afford the Company a reasonable opportunity to challenge the subpoena, court order or similar legal processequivalent state securities enforcement agencies.
Appears in 1 contract
Excluded Claims. (a) Notwithstanding anything in this Agreement to the contraryforegoing, the Parties hereto agree that this Agreement does following are not apply included in the Released Claims (the “Excluded Claims”): (i) any right to indemnification and/or contribution, advancement or payment of related expenses you may have pursuant to Lineage’s Bylaws or Articles of Incorporation or under any written indemnification or other agreement between you and Lineage, and/or under applicable law; (ii) any rights you may have to insurance coverage under any directors and officers liability insurance, other insurance policies of Lineage, COBRA or any similar state law; (iii) any claims EXECUTIVE may have for worker’s compensation benefits compensation, state disability or unemployment insurance benefits, or any other claims that cannot lawfully be released. Further, notwithstanding the foregoing, the Parties also agree that this waiver and release released as a matter of all claims shall not apply applicable law; (iv) rights to any vested benefits accrued by EXECUTIVE prior to the Effective Date under any stock, compensation or other employee benefit plansplan of Lineage; and (v) any rights you may have as an existing shareholder of Lineage. In addition, programs and arrangements maintained by the Company for the benefit of its employees or with respect to any other compensation and benefits provided pursuant to nothing in this Agreement or the Employment Agreement.
(b) Nothing contained anywhere in this Agreement, and no obligation set forth anywhere in this Agreement, is intended to, or will, preclude the prevents you from filing of any charge or complaint with any government agency, including the Equal Employment Opportunity Commission, or the participation in, or the cooperation with, any lawful government investigation. The initiation of a charge or complaint with a government the Equal Employment Opportunity Commission or any similar state or local fair employment law agency, and/or the participation inDepartment of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or cooperation withany other federal, a government state or local governmental agency or commission (collectively, the “Government Agencies”). This Agreement does not limit your ability to communicate with any Government Agencies or otherwise participate in any investigation shall not or proceeding that may be considered as a breach of conducted by any obligation otherwise set forth in this AgreementGovernment Agencies. Similarly, nothing in While this Agreement is intended does not limit your right to limit lawful whistleblower activity with receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, to maximum extent permitted by law, you are otherwise waiving any government agency. However, and all rights you may have to individual relief based on any claims that you have released and any rights you have waived by signing this Agreement. You represent and warrant that, EXECUTIVE agrees and acknowledges that EXECUTIVE is waiving and releasing other than the Excluded Claims, you are not aware of any right to receive further claims you have or additional monetary relief or individualized equitable relief concerning the terms and conditions might have against any of the employment relationship, including any separation from employment. The Consideration provided shall constitute Released Parties that are not included in the full extent of any individual relief to which EXECUTIVE is entitled as a result of EXECUTIVE’S employment and separation from employmentReleased Claims.
(c) In addition, pursuant to 18 USC Section 1833(b), EXECUTIVE will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, nothing in this Agreement is intended to or shall preclude EXECUTIVE from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. If EXECUTIVE is required to provide testimony, then unless otherwise directed or requested by a governmental agency or law enforcement, EXECUTIVE shall notify the Company in writing as promptly as practicable after receiving any such request of the anticipated testimony and at least ten (10) days prior to providing such testimony (or, if such notice is not possible under the circumstances, with as much prior notice as is possible) to afford the Company a reasonable opportunity to challenge the subpoena, court order or similar legal process.
Appears in 1 contract
Samples: Separation Agreement (Lineage Cell Therapeutics, Inc.)
Excluded Claims. (a) Notwithstanding anything in this Agreement to the contrary, the Parties hereto agree that this Agreement does not apply to any claims EXECUTIVE may have for worker’s compensation benefits or unemployment insurance or any other claims that cannot lawfully be released. Further, notwithstanding the foregoing, the Parties also agree that this waiver and release of all claims shall not apply to any vested benefits accrued by EXECUTIVE prior to the Effective Date under any compensation or benefit plans, programs and arrangements maintained by the Company for the benefit of its employees or with respect to any other compensation and benefits provided pursuant to this Agreement or the Employment Agreement.
(b) Nothing contained anywhere contrary in this Agreement, by signing this Release, (a) you and no obligation the Company are not releasing or waiving any rights or claims that may arise after the date this Mutual Release is signed or the right to institute legal action for the purpose of enforcing the provisions of this Release or the Resignation Agreement; and (b) you are not releasing or waiving (i) your rights to the severance rights and other benefits set forth anywhere in the Resignation Agreement; (ii) any right you may have to apply for any state unemployment insurance benefits; (iii) any workers compensation benefits to which you may be entitled under applicable law; (iv) any rights to indemnification under any agreement with the Company, any certificate of incorporation or bylaws (or comparable organizational document) of the Company or any applicable insurance policy of the Company with respect to acts or omissions by you occurring or alleged to have occurred during the course of your employment by the Company (and/or by any of the other Company Releasees), subject to the applicable definitions, terms and conditions of any such agreement, certificate of incorporation, bylaws (or comparable organizational document), insurance policy and applicable law; or (v) any rights for continuation coverage under COBRA. Additionally, nothing in this AgreementRelease waives or otherwise limits your right to file a charge or complaint with the U.S. Equal Employment Opportunity Commission (“EEOC”) (and/or with any other government agency) or to testify, is intended toassist or participate in any investigation, hearing or willproceeding conducted by the EEOC (and/or by any other government agency). However, preclude neither the filing immediately preceding sentence nor any other provision in this Release constitutes a waiver of any kind by any of the Company Releasees or Executive Releasees of their respective rights to assert the releases set forth in this Release as a defense to any charge or complaint filed with the EEOC, any other government agency, including any court, and/or any other tribunal. Additionally, you and the Equal Employment Opportunity CommissionCompany Releasors hereby respectively waive any right to, or the participation in, or the cooperation withand agree not to accept, any lawful government investigation. The initiation monetary award or recovery resulting from a filing of a charge or complaint by or with a the EEOC, any other government agency, any court, and/or any other tribunal against the participation inother party (and/or against any of the Company Releasees) asserting or alleging any claim, demand or cooperation with, a government investigation shall not be considered as a breach cause of any obligation otherwise set forth action that has been released or waived in this AgreementRelease. SimilarlyIn addition, for the avoidance of doubt, nothing in this Agreement is intended Release shall be interpreted to limit lawful whistleblower activity with any government agency. However, by signing this Agreement, EXECUTIVE agrees and acknowledges that EXECUTIVE is waiving and releasing any your right to receive further or additional monetary relief or individualized equitable relief concerning the terms and conditions of the employment relationship, including any separation from employment. The Consideration provided shall constitute the full extent of any individual relief an award to which EXECUTIVE is you may be entitled as a result of EXECUTIVE’S employment for information provided to the U.S. Securities and separation from employment.
(c) In additionExchange Commission, pursuant to 18 USC Section 1833(b), EXECUTIVE will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, stateU.S. Commodity Futures Trading Commission, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, nothing in this Agreement is intended to or shall preclude EXECUTIVE from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. If EXECUTIVE is required to provide testimony, then unless otherwise directed or requested by a governmental agency or law enforcement, EXECUTIVE shall notify the Company in writing as promptly as practicable after receiving any such request of the anticipated testimony and at least ten (10) days prior to providing such testimony (or, if such notice is not possible under the circumstances, with as much prior notice as is possible) to afford the Company a reasonable opportunity to challenge the subpoena, court order or similar legal processequivalent state securities enforcement agencies.
Appears in 1 contract
Excluded Claims. (a) Notwithstanding anything in this Agreement to the contraryforegoing, the Parties hereto agree that this Agreement does following are not apply included in the Released Claims (the “Excluded Claims”): (1) any right to indemnification and/or contribution, advancement or payment of related expenses you may have pursuant to Lineage’s Bylaws or Restated Articles of Incorporation, as amended, or under any written indemnification or other agreement between Lineage and you, and/or under applicable law; (2) any rights you may have to insurance coverage under any directors and officers liability insurance, other insurance policies of Lineage, COBRA or any similar state law; (3) any claims EXECUTIVE may have for worker’s compensation benefits compensation, state disability or unemployment insurance benefits, or any other claims that cannot lawfully be released. Further, notwithstanding the foregoing, the Parties also agree that this waiver and release released as a matter of all claims shall not apply applicable law; (4) rights to any vested benefits accrued by EXECUTIVE prior to the Effective Date under any stock, compensation or other employee benefit plansplan of Lineage; (5) any rights you may have as an existing shareholder of Lineage; and (6) any claims arising after the effective date of this Agreement. In addition, programs and arrangements maintained by the Company for the benefit of its employees or with respect to any other compensation and benefits provided pursuant to nothing in this Agreement or the Employment Agreement.
(b) Nothing contained anywhere in this Agreement, and no obligation set forth anywhere in this Agreement, is intended to, or will, preclude the prevents you from filing of any charge or complaint with any government agency, including the Equal Employment Opportunity Commission, or the participation in, or the cooperation with, any lawful government investigation. The initiation of a charge or complaint with a government the Equal Employment Opportunity Commission or any similar state or local fair employment law agency, and/or the participation inDepartment of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or cooperation withany other federal, a government state or local governmental agency or commission (collectively, the “Government Agencies”). This Agreement does not limit your ability to communicate with any Government Agencies or otherwise participate in any investigation shall not or proceeding that may be considered as a breach of conducted by any obligation otherwise set forth in this AgreementGovernment Agencies. Similarly, nothing in While this Agreement is intended does not limit your right to limit lawful whistleblower activity with receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, to maximum extent permitted by law, you are otherwise waiving any government agency. However, and all rights you may have to individual relief based on any claims that you have released and any rights you have waived by signing this Agreement. You represent and warrant that, EXECUTIVE agrees and acknowledges that EXECUTIVE is waiving and releasing other than the Excluded Claims or as set forth on Exhibit A, you are not aware of any right to receive further claims you have or additional monetary relief or individualized equitable relief concerning the terms and conditions might have against any of the employment relationship, including any separation from employment. The Consideration provided shall constitute Released Parties that are not included in the full extent of any individual relief to which EXECUTIVE is entitled as a result of EXECUTIVE’S employment and separation from employmentReleased Claims.
(c) In addition, pursuant to 18 USC Section 1833(b), EXECUTIVE will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, nothing in this Agreement is intended to or shall preclude EXECUTIVE from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. If EXECUTIVE is required to provide testimony, then unless otherwise directed or requested by a governmental agency or law enforcement, EXECUTIVE shall notify the Company in writing as promptly as practicable after receiving any such request of the anticipated testimony and at least ten (10) days prior to providing such testimony (or, if such notice is not possible under the circumstances, with as much prior notice as is possible) to afford the Company a reasonable opportunity to challenge the subpoena, court order or similar legal process.
Appears in 1 contract
Samples: Separation, Release and Consulting Agreement (Lineage Cell Therapeutics, Inc.)
Excluded Claims. (a) Notwithstanding anything in this Agreement to the contrary, the Parties hereto agree that this Agreement does not apply to any claims EXECUTIVE may have for worker’s compensation benefits or unemployment insurance or any other claims that cannot lawfully be released. Further, notwithstanding the foregoing, the Parties also agree that this waiver following are not included in the Released Claims (the “Excluded Claims”): (i) any rights or claims for indemnification (or coverage under a directors and release of all claims shall not apply officers errors and omissions liability insurance policy) you may have pursuant to any vested benefits accrued by EXECUTIVE prior to the Effective Date under any compensation or benefit plans, programs and arrangements maintained by written indemnification agreement with the Company for to which you are a party, the benefit charter, bylaws, or operating agreements of its employees the Company, or with respect under applicable law; (ii) any rights or claims which are not waivable as a matter of law; and (iii) any rights or claims you may have (A) to enforce the terms of the Agreement, (B) to which you are entitled pursuant to any other employee benefit plan of the Company according to its terms, or (C) to any claims under the Fair Labor Standards Act or for workers compensation and benefits, unemployment compensation benefits, or health insurance benefits provided pursuant to under the Consolidated Omnibus Budget Reconciliation Act (COBRA). In addition, nothing in this Agreement or the Employment Agreement.
(b) Nothing contained anywhere in this Agreement, and no obligation set forth anywhere in this Agreement, is intended to, or will, preclude the prevents you from filing of any a charge or complaint with any government agency, including the Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (collectively, the participation in, “Government Agencies”). This Agreement does not limit your ability to communicate with or the cooperation with, provide information to any lawful government investigationGovernment Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies. The initiation of a charge or complaint with a government agency, and/or the participation in, or cooperation with, a government investigation shall not be considered as a breach of any obligation otherwise set forth in this Agreement. Similarly, nothing in While this Agreement is intended does not limit your right to limit lawful whistleblower activity with receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, to maximum extent permitted by law, you are otherwise waiving any government agency. However, and all rights you may have to individual relief based on any claims that you have released and any rights you have waived by signing this Agreement. You represent and warrant that, EXECUTIVE agrees and acknowledges that EXECUTIVE is waiving and releasing other than the Excluded Claims, you are not aware of any right to receive further claims you have or additional monetary relief or individualized equitable relief concerning the terms and conditions might have against any of the employment relationship, including any separation from employment. The Consideration provided shall constitute Released Parties that are not included in the full extent of any individual relief to which EXECUTIVE is entitled as a result of EXECUTIVE’S employment and separation from employmentReleased Claims.
(c) In addition, pursuant to 18 USC Section 1833(b), EXECUTIVE will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, nothing in this Agreement is intended to or shall preclude EXECUTIVE from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. If EXECUTIVE is required to provide testimony, then unless otherwise directed or requested by a governmental agency or law enforcement, EXECUTIVE shall notify the Company in writing as promptly as practicable after receiving any such request of the anticipated testimony and at least ten (10) days prior to providing such testimony (or, if such notice is not possible under the circumstances, with as much prior notice as is possible) to afford the Company a reasonable opportunity to challenge the subpoena, court order or similar legal process.
Appears in 1 contract
Samples: Transition and Separation Agreement (Atara Biotherapeutics, Inc.)
Excluded Claims. (a) Notwithstanding anything in this Agreement to the contrary, the Parties hereto agree that this Agreement does not apply to any claims EXECUTIVE may have for worker’s compensation benefits or unemployment insurance or any other claims that cannot lawfully be released. Further, notwithstanding the foregoing, the Parties also agree that this waiver following are not included in the Released Claims (the “Excluded Claims”): (a) any rights or claims for indemnification (or coverage under a directors and release of all claims shall not apply officers errors and omissions liability insurance policy) I may have pursuant to any vested benefits accrued by EXECUTIVE prior to the Effective Date under any compensation or benefit plans, programs and arrangements maintained by written indemnification agreement with the Company for to which I am a party, the benefit charter, bylaws, or operating agreements of its employees the Company, or with respect to any other compensation and benefits provided pursuant to this Agreement or the Employment Agreement.
under applicable law; (b) Nothing contained anywhere any rights or claims which are not waivable as a matter of law; (c) any claims for breach of the Agreement; and (d) any rights or claims I may have (i) to enforce the terms of the Agreement, (ii) to which I am entitled pursuant to any employee benefit plan of the Company according to its terms, or (iii) to any claims under the Fair Labor Standards Act or for workers compensation benefits, unemployment compensation benefits, or health insurance benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA). In addition, nothing in this Agreement, and no obligation set forth anywhere in this Agreement, is intended to, or will, preclude the General Release prevents me from filing of any a charge or complaint with any government agency, including the Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (collectively, the participation in“Government Agencies”). This General Release does not limit my ability to communicate with or provide information to any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies. While this General Release does not limit my right to receive an award for information provided to the Securities and Exchange Commission, or the cooperation withI understand and agree that, to maximum extent permitted by law, I am otherwise waiving any lawful government investigation. The initiation of a charge or complaint with a government agency, and/or the participation in, or cooperation with, a government investigation shall not be considered as a breach of and all rights I may have to individual relief based on any obligation otherwise set forth in this Agreement. Similarly, nothing in this Agreement is intended to limit lawful whistleblower activity with claims that I have released and any government agency. However, rights I have waived by signing this AgreementGeneral Release. I represent and warrant that, EXECUTIVE agrees and acknowledges that EXECUTIVE is waiving and releasing other than the Excluded Claims, I am not aware of any right to receive further claims I have or additional monetary relief or individualized equitable relief concerning the terms and conditions might have against any of the employment relationship, including any separation from employment. The Consideration provided shall constitute Released Parties that are not included in the full extent of any individual relief to which EXECUTIVE is entitled as a result of EXECUTIVE’S employment and separation from employmentReleased Claims.
(c) In addition, pursuant to 18 USC Section 1833(b), EXECUTIVE will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, nothing in this Agreement is intended to or shall preclude EXECUTIVE from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. If EXECUTIVE is required to provide testimony, then unless otherwise directed or requested by a governmental agency or law enforcement, EXECUTIVE shall notify the Company in writing as promptly as practicable after receiving any such request of the anticipated testimony and at least ten (10) days prior to providing such testimony (or, if such notice is not possible under the circumstances, with as much prior notice as is possible) to afford the Company a reasonable opportunity to challenge the subpoena, court order or similar legal process.
Appears in 1 contract
Samples: Transition and Separation Agreement (Atara Biotherapeutics, Inc.)
Excluded Claims. The Released Claims do not include (the "Excluded Claims"): (a) Notwithstanding anything in any rights or claims for indemnification or directors and officers liability insurance I may otherwise have; (b) any rights which cannot be waived as a matter of law; (c) any claims arising from breach of this Agreement Release Agreement; (d) any rights to the contrary, the Parties hereto agree that this Agreement does not apply to any claims EXECUTIVE may have for worker’s compensation benefits or unemployment insurance or any other claims that cannot lawfully be released. Further, notwithstanding the foregoing, the Parties also agree that this waiver and release of all claims shall not apply to any vested benefits accrued by EXECUTIVE prior Severance Benefits pursuant to the Effective Date under any compensation or benefit plans, programs terms and arrangements maintained by the Company for the benefit conditions of its employees or with respect to any other compensation Sections 7 and benefits provided pursuant to this Agreement or 8 of the Employment Agreement.
; (be) Nothing contained anywhere any rights to the Pro-Rata Bonus pursuant to Section 7.2.4 and 7.3 of the Employment Agreement; (f) any claims for accrued, vested benefits under any employee benefit plan of the Company or its affiliates subject to the terms and conditions of such plan or pursuant to applicable law; and (g) any rights I have in connection with my interest as a stockholder or option holder of the Company. In addition, nothing in this Agreement, and no obligation set forth anywhere in this Agreement, is intended to, or will, preclude the Release Agreement prevents me from filing of any charge or complaint with any government agency, including the Equal Employment Opportunity Commission, or the participation in, or the cooperation with, any lawful government investigation. The initiation of a charge or complaint with a government the Equal Employment Opportunity Commission or any similar state or local fair employment law agency, and/or the participation inDepartment of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or cooperation withany other federal, a government investigation shall state or local governmental agency or commission (collectively, the "Government Agencies"). This Release Agreement does not be considered as a breach of any obligation otherwise set forth in this Agreement. Similarly, nothing in this Agreement is intended limit my ability to limit lawful whistleblower activity communicate with any government agencyGovernment Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies. HoweverWhile this Release Agreement does not limit my right to receive an award for information provided to the Securities and Exchange Commission, I understand and agree that, to maximum extent permitted by law, I am otherwise waiving any and all rights I may have to individual relief based on any claims that I have released and any rights I have waived by signing this Release Agreement. I represent and warrant that, EXECUTIVE agrees and acknowledges that EXECUTIVE is waiving and releasing other than the Excluded Claims, I am not aware of any right to receive further claims I have or additional monetary relief or individualized equitable relief concerning the terms and conditions might have against any of the employment relationship, including any separation from employment. The Consideration provided shall constitute Released Parties that are not included in the full extent of any individual relief to which EXECUTIVE is entitled as a result of EXECUTIVE’S employment and separation from employmentReleased Claims.
(c) In addition, pursuant to 18 USC Section 1833(b), EXECUTIVE will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, nothing in this Agreement is intended to or shall preclude EXECUTIVE from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. If EXECUTIVE is required to provide testimony, then unless otherwise directed or requested by a governmental agency or law enforcement, EXECUTIVE shall notify the Company in writing as promptly as practicable after receiving any such request of the anticipated testimony and at least ten (10) days prior to providing such testimony (or, if such notice is not possible under the circumstances, with as much prior notice as is possible) to afford the Company a reasonable opportunity to challenge the subpoena, court order or similar legal process.
Appears in 1 contract
Excluded Claims. Notwithstanding anything to the contrary in this Release, this Release, including the waiver and release contained herein, shall not include, adversely affect, alter or extinguish, in each case, (a) Notwithstanding anything in this Agreement to the contrary, the Parties hereto agree that this Agreement does not apply to any claims EXECUTIVE may have for worker’s compensation benefits or unemployment insurance or any other claims that cannot lawfully be released. Further, notwithstanding the foregoing, the Parties also agree that this waiver and release rights of all claims shall not apply to any vested benefits accrued by EXECUTIVE prior to the Effective Date under any compensation or benefit plans, programs and arrangements maintained by the Company for the benefit of its employees or Executive as a shareholder with respect to any other compensation and benefits provided pursuant shares of Company common stock owned by Executive or as an equity-award or unit award holder with respect to this Agreement or shares of Company common stock in accordance with the Employment Agreement.
terms of the applicable award agreement (as amended and/or restated); (b) Nothing contained anywhere in this Agreement, and no obligation set forth anywhere in this Agreement, is intended to, awards to Executive from or will, preclude the filing of any charge or complaint with any government agency, including the Equal Employment Opportunity Commission, or the participation in, or the cooperation with, any lawful government investigation. The initiation of a charge or complaint with by a government agency, and/or agency for providing information or any rights or claims that may arise after the participation in, date on which Executive executes this Release; (c) any rights or cooperation with, a government investigation shall not be considered as a breach claims for the Severance or to enforce the Employment Agreement (including all rights to accrued benefits) in accordance with its terms; (d) any rights or claims to seek enforcement of any obligation otherwise set forth in this Agreement. Similarly, nothing in this Agreement is intended to limit lawful whistleblower activity with any government agency. However, by signing this Agreement, EXECUTIVE agrees and acknowledges that EXECUTIVE is waiving and releasing any right to receive further or additional monetary relief or individualized equitable relief concerning the terms and conditions of this Release; (e) any rights to indemnification or to fiduciary liability insurance coverage under the employment relationshipEmployment Agreement, the Company’s charter, bylaws or similar agreements; or (f) any rights or claims that cannot be released under applicable law, including any separation from employment. The Consideration provided shall constitute Executive’s rights to file a charge with an administrative agency or to participate in an agency investigation, including but not limited to the full extent of any individual relief right to which EXECUTIVE is entitled as file a result of EXECUTIVE’S employment and separation from employment.
charge with, or participate in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission (csuch rights or claims under clauses (a) In addition, pursuant to 18 USC Section 1833(b(f), EXECUTIVE will not the “Reserved Rights”). Executive agrees that the Company and its affiliates have no obligation to hire or rehire Executive at any time in the future. Executive forever releases, waives, and relinquishes any right or claim to be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectlyhired by, or to an attorneyreinstatement with, the Company or its affiliates. Executive agrees that this Release is a lawful, non-discriminatory, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, nothing in this Agreement is intended to or shall preclude EXECUTIVE from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. If EXECUTIVE is required to provide testimony, then unless otherwise directed or requested by a governmental agency or law enforcement, EXECUTIVE shall notify non-retaliatory basis upon which the Company in writing as promptly as practicable after receiving any such request of the anticipated testimony and at least ten (10) days prior its affiliates may refuse to providing such testimony (or, if such notice is not possible under the circumstances, with as much prior notice as is possible) to afford the Company a reasonable opportunity to challenge the subpoena, court order hire or similar legal processrehire Executive.
Appears in 1 contract
Excluded Claims. (a) Notwithstanding anything in this Agreement to the contrary, the Parties hereto agree that this Agreement This general release by Executive does not apply to, waive or affect any of the following (together the “Excluded Claims”):
(i) any Claim that may not lawfully be waived and any rights or claims that may arise after the date Executive signs and returns this Agreement;
(ii) any right to indemnification the Executive may have under applicable statutory or common law or pursuant to the bylaws, operating agreements or instruments under which any of the Company Released Parties is established or operated, including without limitation, the Company’s Amended and Restated Bylaws, as amended, the Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L.P., dated as of October 20, 1997, as amended, the Company’s Articles of Restatement, as amended, that certain Indemnification Agreement dated as of April 1997, as amended, or pursuant to any claims EXECUTIVE may have other agreement, instrument or policy of insurance to which any of the Company Released Parties is a party, regardless of whether any claim with respect thereto arises or is asserted prior to, on or after the Separation Date or pursuant to applicable law;
(iii) the Executive’s rights to any vested benefits to which the Executive is entitled under the terms of any applicable employee benefit plan;
(iv) any claim for worker’s workers’ compensation benefits or (but this release does apply to, waive and affect claims of discrimination and/or retaliation on the basis of having made a workers’ compensation claim);
(v) any claims for unemployment insurance benefits or any other claims or rights that by law cannot lawfully be released. Further, notwithstanding waived in a private agreement between an employer and employee;
(vi) the foregoing, Executive’s rights under the Parties also agree that this waiver Consulting Agreement by and release of all claims shall not apply to any vested benefits accrued by EXECUTIVE prior to the Effective Date under any compensation or benefit plans, programs and arrangements maintained by between the Company for and Executive, dated on or around the benefit date hereof (the “Consulting Agreement”); or
(vii) any of its employees or with respect to any other compensation and benefits provided pursuant to this Agreement the Executive’s preserved rights described in Section 11 below or the Employment Agreement.
(b) Nothing contained anywhere in Executive’s right to enforce the terms of this Agreement, and no obligation set forth anywhere in this Agreement, is intended to, or will, preclude the filing of any charge or complaint with any government agency, including the Equal Employment Opportunity Commission, or the participation in, or the cooperation with, any lawful government investigation. The initiation of a charge or complaint with a government agency, and/or the participation in, or cooperation with, a government investigation shall not be considered as a breach of any obligation otherwise set forth in this Agreement. Similarly, nothing in this Agreement is intended to limit lawful whistleblower activity with any government agency. However, by signing this Agreement, EXECUTIVE agrees and acknowledges that EXECUTIVE is waiving and releasing any right to receive further or additional monetary relief or individualized equitable relief concerning the terms and conditions of the employment relationship, including any separation from employment. The Consideration provided shall constitute the full extent of any individual relief to which EXECUTIVE is entitled as a result of EXECUTIVE’S employment and separation from employmentSection 4 below.
(c) In addition, pursuant to 18 USC Section 1833(b), EXECUTIVE will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, nothing in this Agreement is intended to or shall preclude EXECUTIVE from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. If EXECUTIVE is required to provide testimony, then unless otherwise directed or requested by a governmental agency or law enforcement, EXECUTIVE shall notify the Company in writing as promptly as practicable after receiving any such request of the anticipated testimony and at least ten (10) days prior to providing such testimony (or, if such notice is not possible under the circumstances, with as much prior notice as is possible) to afford the Company a reasonable opportunity to challenge the subpoena, court order or similar legal process.
Appears in 1 contract
Excluded Claims. (a) Notwithstanding anything in this Agreement to the contrary, the Parties hereto agree that this Agreement does not apply to any claims EXECUTIVE may have for worker’s compensation benefits or unemployment insurance or any other claims that cannot lawfully be released. Further, notwithstanding the foregoing, the Parties also agree that this waiver and release of all claims shall not apply to any vested benefits accrued by EXECUTIVE prior to the Effective Date under any compensation or benefit plans, programs and arrangements maintained by the Company for the benefit of its employees or with respect to any other compensation and benefits provided pursuant to this Agreement or the Employment Agreement.
(b) Nothing contained anywhere in this Agreement, and no obligation set forth anywhere in this Agreement, is intended to, or will, preclude the filing of any charge or complaint with any government agency, including the Equal Employment Opportunity Commission, or the participation in, or the cooperation with, any lawful government investigation. The initiation of a charge or complaint with a government agency, and/or the participation in, or cooperation with, a government investigation shall not be considered as a breach of any obligation otherwise set forth in this Agreement. Similarly, nothing in this Agreement is intended to limit lawful whistleblower activity with any government agency. HoweverYou are not, by signing this AgreementGeneral Release, EXECUTIVE agrees and acknowledges that EXECUTIVE is releasing or waiving and releasing (i) any right vested interest you may have in any stock grants, stock options or other forms of equity awards, 401(k) or other retirement plan by virtue of your employment with the Company, subject to receive further or additional monetary relief or individualized equitable relief concerning the terms and conditions of the employment relationshipapplicable plans, including any separation from employment. The Consideration provided shall constitute grant or award agreement and applicable law, (ii) any rights or claims that may arise after this General Release is signed by you, (iii) the full extent of any individual relief right to which EXECUTIVE is entitled as a result of EXECUTIVE’S employment and separation from employment.
(c) In addition, pursuant to 18 USC Section 1833(b), EXECUTIVE will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely institute legal action for the purpose of reporting enforcing the provisions of this General Release or investigating a suspected violation the Retirement Agreement, (iv) any right you may have to apply for any state unemployment insurance benefits, (v) any workers compensation benefits to which you may be entitled under applicable law, (vi) any rights to indemnification under any agreement with the Company, any certificate of incorporation or by laws (or comparable organizational document) of the Company or any applicable insurance policy of the Company with respect to acts or omissions by you occurring or alleged to have occurred during the course of your employment by the Company (and/or by any of the other Releasee entities), subject to the applicable definitions, terms and conditions of any such agreement, certificate of incorporation, by laws (or comparable organizational document), insurance policy and applicable law; , or (iivii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made any rights for continuation coverage under sealCOBRA. FurtherAdditionally, nothing in this Agreement is intended to or shall preclude EXECUTIVE from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process General Release waives or otherwise limits your right to: file a charge or complaint with the U.S. Equal Employment Opportunity Commission (“EEOC”) (and/or with any other government agency); testify, assist or participate in any investigation, hearing or proceeding conducted by the EEOC (and/or by any other government agency); or challenge under the Older Workers Benefit Protection Act (“OWBPA”) (29 U.S.C. § 626) the knowing and voluntary nature of your release of any claims that you may have under the ADEA. However, neither the immediately preceding sentence nor any other provision in this General Release constitute a waiver of any kind by any of the Releasees of their right to assert the Release set forth in this General Release as required a defense to any charge or complaint filed with the EEOC, any other government agency, any court, and/or any other tribunal. Additionally, you hereby waive any right to, and agree that you will not accept, any monetary award or recovery resulting from a filing of a charge or complaint by law. If EXECUTIVE is required to provide testimonyor with the EEOC, then unless otherwise directed any other government agency, any court, and/ or requested by a governmental agency or law enforcement, EXECUTIVE shall notify any other tribunal against the Company in writing as promptly as practicable after receiving (and/or against any such request of the anticipated testimony other Releasees) asserting or alleging any claim, demand or cause of action that has been released or waived in this General Release. In addition, for the avoidance of doubt, nothing in this General Release shall be interpreted to limit your right to receive an award to which you may be entitled for information provided to the U.S. Securities and at least ten Exchange Commission (10) days prior to providing such testimony “SEC”), the U.S. Commodity Futures Trading Commission (or“CFTC”), if such notice is not possible under the circumstances, with as much prior notice as is possible) to afford the Company a reasonable opportunity to challenge the subpoena, court order or similar legal processequivalent state securities enforcement agencies.
Appears in 1 contract
Excluded Claims. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, the following are not included in the Released Claims (the “Excluded Claims”): (i) any rights or claims for indemnification you may have pursuant to the contraryCompany’s Articles of Incorporation or Bylaws, any written indemnification agreement with the Parties hereto agree that Company to which you are a party, any insurance policy maintained by the Company, or under applicable law; (ii) any rights which are not waivable as a matter of law; (iii) any rights you may have to unemployment compensation; (iv) any claims for breach of this Agreement does not apply or to enforce this Agreement; (v) any claims EXECUTIVE arising solely after the execution of this Agreement; (vi) any claims or rights you may have for worker’s compensation benefits or unemployment insurance or any other claims that cannot lawfully be released. Further, notwithstanding the foregoing, the Parties also agree that this waiver and release of all claims shall not apply to any vested benefits accrued by EXECUTIVE or rights under any employee benefit, welfare, retirement and/or pension plans; (vii) non-termination related claims under the Employee Retirement Income Security Act (29 U.S.C. § 1001 et seq.), as amended; (viii) any rights and/or claims you may have under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”); (ix) claims for reimbursement of approved business expenses incurred prior to the Effective Date under any compensation or benefit plans, programs and arrangements maintained by the Company for the benefit of its employees or with respect to any other compensation and benefits provided pursuant to this Agreement or the Employment Agreement.
Separation Date; (bx) Nothing contained anywhere in this Agreement, and no obligation set forth anywhere in this Agreement, is intended to, or will, preclude the filing of any charge or complaint with any government agency, including the Equal Employment Opportunity Commission, or the participation in, or the cooperation with, any lawful government investigation. The initiation of a charge or complaint with a government agency, and/or the participation in, or cooperation with, a government investigation shall not be considered as a breach of any obligation otherwise set forth in this Agreement. Similarly, nothing in this Agreement is intended to limit lawful whistleblower activity with any government agency. However, by signing this Agreement, EXECUTIVE agrees and acknowledges that EXECUTIVE is waiving and releasing any right you may have to receive further or additional monetary relief or individualized equitable relief concerning obtain contribution as permitted by law in the terms and conditions event of the employment relationship, including any separation from employment. The Consideration provided shall constitute the full extent entry of any individual relief to which EXECUTIVE is entitled judgment against you as a result of EXECUTIVE’S employment any act or failure to act for which you and separation from employment.
(c) In additionthe Company or its past, pursuant to 18 USC Section 1833(b)present and future trustees, EXECUTIVE will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federalofficers, stateagents, administrators, representatives, employees, affiliates, or local government officialinsurers are held jointly liable; and (xi) your rights under the Equity Award Documents, either directly as amended by this Agreement. You hereby represent and warrant that, other than the Excluded Claims, you are not aware of any claims you have or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, nothing in this Agreement is intended to or shall preclude EXECUTIVE from providing truthful testimony in response to a valid subpoena, court order, regulatory request or other judicial, administrative or legal process or otherwise as required by law. If EXECUTIVE is required to provide testimony, then unless otherwise directed or requested by a governmental agency or law enforcement, EXECUTIVE shall notify the Company in writing as promptly as practicable after receiving might have against any such request of the anticipated testimony and at least ten (10) days prior to providing such testimony (or, if such notice is Released Parties that are not possible under included in the circumstances, with as much prior notice as is possible) to afford the Company a reasonable opportunity to challenge the subpoena, court order or similar legal processReleased Claims.
Appears in 1 contract
Samples: Transition, Separation, and Consulting Agreement (Minerva Neurosciences, Inc.)