Execution; Binding Effect. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original as against any party whose signature appears thereon, and all of which will together constitute one instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic format (i.e., “pdf” or “tif”) will be effective as delivery of a manually executed counterpart of this Agreement. This Agreement will be binding upon and inure to the benefit of the Company, its Affiliates, and their successors and assigns and will be binding upon Executive and your heirs and personal representatives. Sincerely, Xxxx X. Xxxxxx President and Chief Executive Officer USA Truck, Inc. AGREED AND ACCEPTED effective the 6 day of August 2014. Xxxxxxx X. Xxxxxxx In exchange for the payments and benefits described in this Agreement, Executive, on his own behalf and on behalf of his heirs, executors, administrators, assigns and successors, does hereby covenant not to xxx and acknowledges full and complete satisfaction of and hereby releases, absolves and discharges the Company and its Affiliates and their successors and assigns, parents, subsidiaries and affiliates, past and present, as well as their trustees, directors, officers, agents, attorneys, insurers, stockholders and employees, past and present, and each of them (hereinafter collectively referred to as “Releasees”), with respect to and from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, wages, vacation pay, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Executive now owns or holds or has at any time heretofore owned or held as against said Releasees, or any of them, arising out of or in any way connected with his employment or other relationships with the Company or its Affiliates, or his separation from any such employment or other relationships (collectively, “Released Claims”), including specifically, but without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967, as amended by the Older Worker’s Benefit Protection Act (“ADEA”), the federal Family and Medical Leave Act or any other employment related federal, state or local law, regulation or ordinance; provided, however, that the foregoing release will not include or affect (and the following are expressly excluded from any Released Claims): (i) Executive’s rights under this Agreement; (ii) Executive’s rights to file claims for workers’ compensation or unemployment insurance benefits, and (iii) Executive’s regular and usual salary accrued prior to the Separation Date, accrued but unused vacation through the Separation Date, COBRA continuation coverage and life insurance conversion rights, if any. Finally, Executive agrees that, if any Released Claim is brought on Executive’s behalf or for Executive’s benefit in a court or administrative agency, Executive will take all necessary actions to waive and agree not to accept any award of money or other damages as a result of such claim. Furthermore, notwithstanding the foregoing release, Executive will continue to be entitled to all of his respective statutory rights to indemnification, including, without limitation, indemnification pursuant to the Company’s organizational documents, insurance policies or under applicable law to the same extent Executive would have had the right to be indemnified absent this release. Executive acknowledges that he is waiving and releasing any rights he may have under the ADEA and that this waiver and release is knowing and voluntary. Executive and the Company agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date (as hereinafter defined) of this Agreement. Executive acknowledges that the consideration given for this Agreement is in addition to anything of value to which he was already entitled. Executive further acknowledges that he has been advised by this writing that: (a) He should consult with an attorney prior to executing this Agreement; (b) He has at least twenty-one (21) days within which to consider this Agreement, but if he wishes to sign this Agreement earlier, he may do so by signing the Acknowledgment and Waiver of the 21-day consideration period in the form attached as Exhibit B to this Agreement; (c) He has seven (7) days following his execution of this Agreement to revoke this Agreement; (d) This Agreement will not be effective until the eighth day after Executive executes and does not revoke this Agreement (the “Effective Date”); and (e) Nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal law. Any revocation must be in writing and hand delivered to the Company by close of business on or before the seventh day from the date that Executive signs this Agreement. In the event that Executive exercises his right of revocation, neither Executive nor any member of the Company or its Affiliates will have any further rights or obligations under this Agreement.
Appears in 1 contract
Samples: Separation Agreement (Usa Truck Inc)
Execution; Binding Effect. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original as against any party whose signature appears thereon, and all of which will together constitute one instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic format (i.e.e.g., “pdf” or “tif”) will be effective as delivery of a manually executed counterpart of this Agreement. This Agreement will be binding upon and inure to the benefit of the Company, its Affiliates, and their successors and assigns and will be binding upon Executive and your heirs and personal representatives. Sincerely, Xxxx /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx President and Chief Executive Officer USA Truck, Inc. AGREED AND ACCEPTED effective the 6 24th day of August 2014September, 2015. /s/ Xxxxxxx X. Xxxxxx Xxxxxxx In exchange for X. Xxxxxx FOR AND IN CONSIDERATION OF the payments compensation pursuant to a Payment Trigger to be provided me in connection with the termination of my engagement with USA Truck, Inc. (“Company”), as that term is defined in that certain Executive Severance and benefits described Change in Control Agreement between Company and me, dated as of July 29, 2015 (the “Agreement”), which are conditioned on my signing this AgreementGeneral Release and to which I am not otherwise entitled, ExecutiveI, on his my own behalf and on behalf of his my heirs, executors, administrators, assigns and successorsbeneficiaries, does hereby covenant not to xxx and acknowledges full and complete satisfaction of and hereby releasesrepresentatives, absolves and discharges the Company and its Affiliates and their successors and assigns, parentsand all others connected with or claiming through me, subsidiaries hereby release and forever discharge Company, each of its affiliates, past and all of their respective past, present, as well as their trusteesand future officers, directors, officerstrustees, shareholders, employees, agents, attorneysgeneral and limited partners, insurersmembers, stockholders and employeesmanagers, past and presentjoint venturers, representatives, successors, and each assigns, and all others connected with any of them (hereinafter collectively referred to as “Releasees”)them, with respect to both individually and in their official capacities, from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligationsrights, debtsor claims of any type or description, wages, vacation pay, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspectedwhich I have had in the past, and whether or not concealed or hidden, which Executive now owns or holds or has at any time heretofore owned or held as against said Releaseeshave, or might now have, through the date of my signing of this General Release, in any of themway resulting from, arising out of of, or in any way connected with his employment my engagement with Company or the termination of that engagement or pursuant to any federal, state or local law, regulation, or other relationships with the Company or its Affiliates, or his separation from any such employment or other relationships (collectively, “Released Claims”)requirement, including specifically, but if deemed to be an employee of Company (including without limiting the generality of the foregoing, any claim under limitation Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and the Age Discrimination fair employment practices laws of the state or states in Employment Act of 1967which I have been employed by Company, each as amended by the Older Worker’s Benefit Protection Act (“ADEA”from time to time). In signing this General Release, the federal Family and Medical Leave Act or any other employment related federal, state or local law, regulation or ordinance; provided, however, I acknowledge my understanding that the foregoing release will I may not include or affect (and the following are expressly excluded from any Released Claims): (i) Executive’s rights under this Agreement; (ii) Executive’s rights to file claims for workers’ compensation or unemployment insurance benefits, and (iii) Executive’s regular and usual salary accrued sign it prior to the Separation Datetermination of my engagement with Company, accrued but unused vacation through that I may consider the Separation Date, COBRA continuation coverage and life insurance conversion rights, if any. Finally, Executive agrees that, if any Released Claim is brought on Executive’s behalf or for Executive’s benefit in a court or administrative agency, Executive will take all necessary actions to waive and agree not to accept any award of money or other damages as a result of such claim. Furthermore, notwithstanding the foregoing release, Executive will continue to be entitled to all of his respective statutory rights to indemnification, including, without limitation, indemnification pursuant to the Company’s organizational documents, insurance policies or under applicable law to the same extent Executive would have had the right to be indemnified absent this release. Executive acknowledges that he is waiving and releasing any rights he may have under the ADEA and that this waiver and release is knowing and voluntary. Executive and the Company agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date (as hereinafter defined) terms of this AgreementGeneral Release for up to thirty (30) days (or such longer period as Company may specify) from the date my engagement with Company terminates. Executive acknowledges I also acknowledge that the consideration given for this Agreement is in addition to anything of value to which he was already entitled. Executive further acknowledges that he has I have been advised by this writing that:
(a) He should consult with Company to seek the advice of an attorney prior to executing signing this Agreement;
(b) He has at least twenty-one (21) days within which General Release; that I have had a full and sufficient time to consider this AgreementGeneral Release and to consult with an attorney, but if he wishes I wished to sign do so, or to consult with any other person of my choosing before signing; and that I am signing this Agreement earlier, he may do so by signing the Acknowledgment General Release voluntarily and Waiver with a full understanding of the 21-day consideration period in the form attached as Exhibit B to this Agreement;
(c) He has its terms. I understand that I have seven (7) days following his my execution of this Agreement General Release to revoke this Agreement;
(d) This Agreement General Release and that this General Release will not be effective until the eighth day after Executive executes I execute and does do not revoke this Agreement (the “Effective Date”); and
(e) Nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal lawGeneral Release. Any revocation must be in writing I hereby acknowledge and hand delivered reaffirm my continuing obligations to the Company by close under the Agreement, in particular as the Agreement relates to certain restrictive covenants, which was signed in connection with my employment. I further acknowledge that, in signing this General Release, I have not relied on any promises or representations, expressed or implied, that are not set forth expressly in the Agreement. Intending to be legally bound, I have signed this General Release as of business on or before the seventh day from the date written below. Signature: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Date Signed: 9-24-2015
I, Xxxxxxx X. Xxxxxx, hereby acknowledge that Executive signs this Agreement. In I was given 21 days to consider the event that Executive exercises his right of revocation, neither Executive nor any member foregoing Agreement and voluntarily chose to sign the Agreement prior to the expiration of the Company or its Affiliates will have any further rights or obligations under this Agreement21-day period.
Appears in 1 contract
Samples: Separation Agreement (Usa Truck Inc)
Execution; Binding Effect. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original as against any party whose signature appears thereon, and all of which will together constitute one instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic format (i.e.e.g., “pdf” or “tif”) will be effective as delivery of a manually executed counterpart of this Agreement. This Agreement will be binding upon and inure to the benefit of the Company, its Affiliates, and their successors and assigns and will be binding upon Executive and your heirs and personal representatives. Sincerely, Xxxx /s/ Xxxxxx X. Xxxxxx President and Chief Executive Officer Xxxxxx X. Xxxxxx Chairman of the Board USA Truck, Inc. AGREED AND ACCEPTED effective the 6 7th day of August 2014July, 2015. Xxxxxxx /s/ Xxxx X. Xxxxxxx Xxxxxx Xxxx X. Xxxxxx In exchange for the payments and benefits described in this Agreement, Executive, on his own behalf and on behalf of his heirs, executors, administrators, assigns and successors, does hereby covenant not to xxx and acknowledges full and complete satisfaction of and hereby releases, absolves and discharges the Company and its Affiliates and their successors and assigns, parents, subsidiaries and affiliates, past and present, as well as their trustees, directors, officers, agents, attorneys, insurers, stockholders and employees, past and present, and each of them (hereinafter collectively referred to as “Releasees”), with respect to and from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, wages, vacation pay, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Executive now owns or holds or has at any time heretofore owned or held as against said Releasees, or any of them, arising out of or in any way connected with his employment or other relationships with the Company or its Affiliates, or his separation from any such employment or other relationships (collectively, “Released Claims”), including specifically, but without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967, as amended by the Older Worker’s Benefit Protection Act (“ADEA”), the federal Family and Medical Leave Act, the Fair Labor Standards Act, the Equal Pay Act, the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, or any other employment related federal, state or local law, regulation or ordinance; provided, however, that the foregoing release will not include or affect (and the following are expressly excluded from any Released Claims): (i) Executive’s rights under this Agreement; (ii) Executive’s rights to file claims for workers’ compensation or unemployment insurance benefits, and (iii) Executive’s regular and usual salary accrued prior to the Separation Date, accrued but unused vacation through the Separation Date, COBRA continuation coverage and life insurance conversion rights, if any, and (iv) Executive’s rights to provide information, assist or participate in any investigation, proceedings, or litigation concerning any administrative claim with any government agency under any applicable law that protects such rights, or to file such a claim; provided, that Executive agrees that he hereby forfeits his rights under any such claim to any monetary or other personal benefit that would be received directly from the Company, unless prohibited by applicable law. Executive acknowledges that the non-disparagement and confidentiality provisions contained in this Agreement infringe on Executive’s rights described in the foregoing sentence, and Executive agrees that he is aware of and has consented to such infringement. Finally, Executive agrees that, if any Released Claim is brought on Executive’s behalf or for Executive’s benefit in a court or administrative agency, Executive will take all necessary actions to waive and agree not to accept any award of money or other damages as a result of such claim. Furthermore, notwithstanding the foregoing release, Executive will continue to be entitled to all of his respective statutory rights to indemnification, including, without limitation, indemnification pursuant to the Company’s organizational documents, insurance policies or under applicable law to the same extent Executive would have had the right to be indemnified absent this release. Executive acknowledges that he is waiving and releasing any rights he may have under the ADEA and that this waiver and release is knowing and voluntary. Executive and the Company agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date (as hereinafter defined) of this Agreement. Executive acknowledges that the consideration given for this Agreement is in addition to anything of value to which he was already entitled. Executive further acknowledges that he has been advised by this writing that:
(a) He should consult with an attorney prior to executing this Agreement;
(b) He has at least twenty-one (21) days within which to consider this Agreement, but if he wishes to sign this Agreement earlier, he may do so by signing the Acknowledgment and Waiver of the 21-day consideration period in the form attached as Exhibit B to this Agreement;
(c) He has seven (7) days following his execution of this Agreement to revoke this Agreement;
(d) This Agreement will not be effective until the eighth day after Executive executes and does not revoke this Agreement (the “Effective Date”); and
(e) Nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal law. Any revocation must be in writing and hand delivered to the Company by close of business on or before the seventh day from the date that Executive signs this Agreement. In the event that Executive exercises his right of revocation, neither Executive nor any member of the Company or its Affiliates will have any further rights or obligations under this Agreement.
Appears in 1 contract
Samples: Separation Agreement (Usa Truck Inc)
Execution; Binding Effect. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original as against any party whose signature appears thereon, and all of which will together constitute one instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic format (i.e.e.g., “pdf” or “tif”) will be effective as delivery of a manually executed counterpart of this Agreement. This Agreement will be binding upon and inure to the benefit of the Company, its Affiliates, and their successors and assigns and will be binding upon Executive and your heirs and personal representatives. Sincerely, Xxxx /s/ XX Xxxxxx Xxxxxx X. Xxxxxx President and Chief Executive Officer Chairman of the Board USA Truck, Inc. AGREED AND ACCEPTED effective the 6 29 day of August 2014January 2017. Xxxxxxx Xxxx X. Xxxxxxx Xxxxxx In exchange for the payments and benefits described in the agreement to which this release is attached (the “Agreement”), Executive, on his own behalf and on behalf of his heirs, executors, administrators, assigns and successors, does hereby covenant not to xxx and acknowledges full and complete satisfaction of and hereby releases, absolves and discharges the Company and its Affiliates and their successors and assigns, parents, subsidiaries and affiliates, past and present, as well as their trustees, directors, officers, agents, attorneys, insurers, stockholders and employees, past and present, and each of them (hereinafter collectively referred to as “Releasees”), with respect to and from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, wages, vacation pay, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Executive now owns or holds or has at any time heretofore owned or held as against said Releasees, or any of them, arising out of or in any way connected with his employment or other relationships with the Company or its Affiliates, or his separation from any such employment or other relationships (collectively, “Released Claims”), including specifically, but without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967, as amended by the Older Worker’s Benefit Protection Act (“ADEA”), the federal Family and Medical Leave Act, the Fair Labor Standards Act, the Equal Pay Act, the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, or any other employment related federal, state or local law, regulation or ordinance; provided, however, that the foregoing release will not include or affect (and the following are expressly excluded from any Released Claims): (i) Executive’s rights under this the Agreement; (ii) Executive’s rights to file claims for workers’ compensation or unemployment insurance benefits, and (iii) Executive’s regular and usual salary accrued prior to the Separation Date, accrued but unused vacation through the Separation Date, COBRA continuation coverage and life insurance conversion rights, if any, and (iv) Executive’s rights to provide information, assist or participate in any investigation, proceedings, or litigation concerning any administrative claim with any government agency under any applicable law that protects such rights, or to file such a claim. FinallyThis General Release does not (i) limit Executive's ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”), (ii) limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company, or (iii) limit Executive’s right to receive an award for information provided to any Government Agencies. Executive agrees that, if any Released Claim is brought acknowledges that the non-disparagement and confidentiality provisions contained in the Agreement infringe on Executive’s behalf or for Executive’s benefit rights described in a court or administrative agencythe foregoing sentence, and Executive will take all necessary actions agrees that he is aware of and has consented to waive and agree not to accept any award of money or other damages as a result of such claiminfringement. Furthermore, notwithstanding the foregoing release, Executive will continue to be entitled to all of his respective statutory rights to indemnification, including, without limitation, indemnification pursuant to the Company’s organizational documents, insurance policies or under applicable law to the same extent Executive would have had the right to be indemnified absent this release. Executive acknowledges that he is waiving and releasing any rights he may have under the ADEA and that this waiver and release is knowing and voluntary. Executive and the Company agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date (as hereinafter defined) of this the Agreement. Executive acknowledges that the consideration given for this the Agreement is in addition to anything of value to which he was already entitled. Executive further acknowledges that he has been advised by this writing that:
(a) He should consult with an attorney prior to executing this the Agreement;
(b) He has at least twenty-one (21) days within which to consider this the Agreement, but if he wishes to sign this the Agreement earlier, he may do so by signing the Acknowledgment and Waiver of the 21-day consideration period in the form attached as Exhibit B to this the Agreement;
(c) He has seven (7) days following his execution of this the Agreement to revoke this the Agreement;
(d) This Agreement will not be effective until the eighth day after Executive executes and does not revoke this the Agreement (the “Effective Date”); and
(e) Nothing in this the Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal law. Any revocation must be in writing and hand delivered to the Company by close of business on or before the seventh day from the date that Executive signs this the Agreement. In the event that Executive exercises his right of revocation, neither Executive nor any member of the Company or its Affiliates will have any further rights or obligations under this the Agreement.
Appears in 1 contract
Samples: Severance Agreement (Usa Truck Inc)
Execution; Binding Effect. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original as against any party Party whose signature appears thereon, and all of which will together constitute one instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic format (i.e.e.g., “pdf” or “tif”) will be effective as delivery of a manually executed counterpart of this Agreement. This Agreement will be binding upon and inure to the benefit of the Company, its Affiliates, and their successors and assigns and will be binding upon Executive and your heirs and personal representatives. Sincerely, /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx President and Chief Executive Officer USA Truck, Inc. AGREED AND ACCEPTED effective the 6 19th day of August 2014May, 2016. Xxxxxxx X. Xxxxxxx In exchange for the payments and benefits described in the agreement to which this release is attached (the “Agreement”), Executive, on his own behalf and on behalf of his heirs, executors, administrators, assigns and successors, does hereby covenant not to xxx and acknowledges full and complete satisfaction of and hereby releases, absolves and discharges the Company and its Affiliates and their successors and assigns, parents, subsidiaries and affiliates, past and present, as well as their trustees, directors, officers, agents, attorneys, insurers, stockholders and employees, past and present, and each of them (hereinafter collectively referred to as “Releasees”), with respect to and from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, wages, vacation pay, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Executive now owns or holds or has at any time heretofore owned or held as against said Releasees, or any of them, arising out of or in any way connected with his employment or other relationships with the Company or its Affiliates, or his separation from any such employment or other relationships (collectively, “Released Claims”), including specifically, but without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967, as amended by the Older Worker’s Benefit Protection Act (“ADEA”), the federal Family and Medical Leave Act, the Fair Labor Standards Act, the Equal Pay Act, the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, or any other employment related federal, state or local law, regulation or ordinance; provided, however, that the foregoing release will not include or affect (and the following are expressly excluded from any Released Claims): (i) Executive’s rights under this the Agreement; (ii) Executive’s rights to file claims for workers’ compensation or unemployment insurance benefits, and (iii) Executive’s regular and usual salary accrued prior to the Separation Date, accrued but unused vacation through the Separation Date, COBRA continuation coverage and life insurance conversion rights, if any, and (iv) Executive’s rights to provide information, assist or participate in any investigation, proceedings, or litigation concerning any administrative claim with any government agency under any applicable law that protects such rights, or to file such a claim; provided, that Executive agrees that he hereby forfeits his rights under any such claim to any monetary or other personal benefit that would be received directly from the Company, unless prohibited by applicable law. Executive acknowledges that the non-disparagement and confidentiality provisions contained in the Agreement infringe on Executive’s rights described in the foregoing sentence, and Executive agrees that he is aware of and has consented to such infringement. Finally, Executive agrees that, if any Released Claim is brought on Executive’s behalf or for Executive’s benefit in a court or administrative agency, Executive will take all necessary actions to waive and agree not to accept any award of money or other damages as a result of such claim. Furthermore, notwithstanding the foregoing release, Executive will continue to be entitled to all of his respective statutory rights to indemnification, including, without limitation, indemnification pursuant to the Company’s organizational documents, insurance policies or under applicable law to the same extent Executive would have had the right to be indemnified absent this release. Executive acknowledges that he is waiving and releasing any rights he may have under the ADEA and that this waiver and release is knowing and voluntary. Executive and the Company agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date (as hereinafter defined) of this the Agreement. Executive acknowledges that the consideration given for this the Agreement is in addition to anything of value to which he was already entitled. Executive further acknowledges that he has been advised by this writing that:
(a) He should consult with an attorney prior to executing this the Agreement;
(b) He has at least twenty-one (21) days within which to consider this the Agreement, but if he wishes to sign this the Agreement earlier, he may do so by signing the Acknowledgment and Waiver of the 21-day consideration period in the form attached as Exhibit B to this the Agreement;
(c) He has seven (7) days following his execution of this the Agreement to revoke this the Agreement;
(d) This Agreement will not be effective until the eighth day after Executive executes and does not revoke this the Agreement (the “Effective Date”); and
(e) Nothing in this the Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal law. Any revocation must be in writing and hand delivered to the Company by close of business on or before the seventh day from the date that Executive signs this the Agreement. In the event that Executive exercises his right of revocation, neither Executive nor any member of the Company or its Affiliates will have any further rights or obligations under this the Agreement.
Appears in 1 contract
Samples: Separation Agreement (Usa Truck Inc)
Execution; Binding Effect. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original as against any party whose signature appears thereon, and all of which will together constitute one instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic format (i.e.e.g., “pdf” or “tif”) will be effective as delivery of a manually executed counterpart of this Agreement. This Agreement will be binding upon and inure to the benefit of the Company, its Affiliates, and their successors and assigns and will be binding upon Executive and your heirs and personal representatives. Sincerely, Xxxxx X. Xxxx X. Xxxxxx President and Chief Executive Officer USA Truck, Inc. AGREED AND ACCEPTED effective the 6 23rd day of August 2014March, 2018. Xxxxxxx Xxxxx X. Xxxxxxx Xxxxx In exchange for the payments and benefits described in the agreement to which this release is attached (the “Agreement”), Executive, on his own behalf and on behalf of his heirs, executors, administrators, assigns and successors, does hereby covenant not to xxx and acknowledges full and complete satisfaction of and hereby releases, absolves and discharges the Company and its Affiliates and their successors and assigns, parents, subsidiaries and affiliates, past and present, as well as their trustees, directors, officers, agents, attorneys, insurers, stockholders and employees, past and present, and each of them (hereinafter collectively referred to as “Releasees”), with respect to and from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, wages, vacation pay, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Executive now owns or holds or has at any time heretofore owned or held as against said Releasees, or any of them, arising out of or in any way connected with his employment or other relationships with the Company or its Affiliates, or his separation from any such employment or other relationships (collectively, “Released Claims”), including specifically, but without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967, as amended by the Older Worker’s Benefit Protection Act (“ADEA”), the federal Family and Medical Leave Act, the Fair Labor Standards Act, the Equal Pay Act, the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, or any other employment related federal, state or local law, regulation or ordinance; provided, however, that the foregoing release will not include or affect (and the following are expressly excluded from any Released Claims): (i) Executive’s rights under this the Agreement; (ii) Executive’s rights to file claims for workers’ compensation or unemployment insurance benefits, and (iii) Executive’s regular and usual salary accrued prior to the Separation Date, accrued but unused vacation through the Separation Date, COBRA continuation coverage and life insurance conversion rights, if any, and (iv) Executive’s rights to provide information, assist or participate in any investigation, proceedings, or litigation concerning any administrative claim with any government agency under any applicable law that protects such rights, or to file such a claim. FinallyThis General Release does not (i) limit Executive's ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”), (ii) limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company, or (iii) limit Executive’s right to receive an award for information provided to any Government Agencies. Executive agrees that, if any Released Claim is brought acknowledges that the non-disparagement and confidentiality provisions contained in the Agreement infringe on Executive’s behalf or for Executive’s benefit rights described in a court or administrative agencythe foregoing sentence, and Executive will take all necessary actions agrees that he is aware of and has consented to waive and agree not to accept any award of money or other damages as a result of such claiminfringement. Furthermore, notwithstanding the foregoing release, Executive will continue to be entitled to all of his respective statutory rights to indemnification, including, without limitation, indemnification pursuant to the Company’s organizational documents, insurance policies or under applicable law to the same extent Executive would have had the right to be indemnified absent this release. Executive acknowledges that he is waiving and releasing any rights he may have under the ADEA and that this waiver and release is knowing and voluntary. Executive and the Company agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date (as hereinafter defined) of this the Agreement. Executive acknowledges that the consideration given for this the Agreement is in addition to anything of value to which he was already entitled. Executive further acknowledges that he has been advised by this writing that:
(a) He should consult with an attorney prior to executing this the Agreement;
(b) He has at least twenty-one (21) days within which to consider this the Agreement, but if he wishes to sign this the Agreement earlier, he may do so by signing the Acknowledgment and Waiver of the 21-day consideration period in the form attached as Exhibit B to this the Agreement;
(c) He has seven (7) days following his execution of this the Agreement to revoke this the Agreement;
(d) This Agreement will not be effective until the eighth day after Executive executes and does not revoke this the Agreement (the “Effective Date”); and
(e) Nothing in this the Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal law. Any revocation must be in writing and hand delivered to the Company by close of business on or before the seventh day from the date that Executive signs this the Agreement. In the event that Executive exercises his right of revocation, neither Executive nor any member of the Company or its Affiliates will have any further rights or obligations under the Agreement. Executive represents and warrants that he has no present knowledge of any injury, illness or disease to him that is or might be compensable as a workers’ compensation claim or similar claim for workplace injuries, illnesses or diseases. Terms used herein and not otherwise defined will have the meanings set forth in the Agreement to which this AgreementRelease was attached. Intending to be legally bound, I have signed this General Release as of the date written below. Signature: _____________________________________________ Xxxxx X. Xxxxx Date Signed: ___________________________________________
I, Xxxxx X. Xxxxx, hereby acknowledge that I was given 21 days to consider the foregoing Agreement and voluntarily chose to sign the Agreement prior to the expiration of the 21-day period.
Appears in 1 contract
Samples: Separation Agreement (Usa Truck Inc)
