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Common use of Executive Release Clause in Contracts

Executive Release. (a) The Executive, on behalf of the Executive, the Executive's heirs, executors, administrators, successors and assigns, hereby irrevocably, unconditionally, voluntarily, knowingly and willingly releases and forever discharges the Company, its parents, their subsidiaries, divisions and affiliates, together with their respective officers, directors, partners, shareholders, employees, agents, attorneys and representatives, and any of their predecessors and successors and each of their estates, heirs and assigns (collectively, the "Company Releasees"), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, rights, costs, losses, causes of action and demands, debts or expenses of any nature whatsoever, known or unknown, that the Executive or the Executive's heirs, executors, administrators, successors or assigns ever had, now have or hereafter can, will or may have against the Company or the Company Releasees by reason of any matter, cause or thing whatsoever from the beginning of time to the date of this Release, except as set forth in Paragraph 1(b) below, including, but not limited to, any rights or claims relating in any way to (i) the Executive's employment relationship with the Company or the Company's decision to terminate the Executive's employment, (ii) all claims for attorneys' fees, punitive or consequential damages and (iii) all claims arising under any federal, state and local labor, employment and/or anti-discrimination laws including, without limitation, the federal Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1990, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act of 1993, the New York State and City Human Rights Law, each as amended, and any other federal, state, local or foreign law or judicial decision. The Executive further agrees that the Company does not owe the Executive any further wages, compensation or benefits, except the wages, compensation and benefits specifically enumerated in the severance agreement to which this Release is attached (the "Severance Agreement"). (b) Nothing in this Release shall be deemed to release (i) the Executive's right to indemnification under Section 10 of the Employment Agreement, or any other indemnification rights that may exist under Delaware law or pursuant to the Company's certificate of incorporation or by-laws, (ii) the Executive's right to any vested benefit under the Company's 401 (k) plan and any options granted pursuant to the 2003 NTL Incorporated Stock Option Plan or (iii) the Executive's rights as set forth under the Severance Agreement. (c) The Executive acknowledges and agrees that the Company has fully satisfied any and all obligations owed to the Executive arising out of the Executive's employment with the Company, and no further sums are owed to the Executive by the Company or any of the other Company Releasees, except as expressly provided in the Severance Agreement. (d) The Executive represents that the Executive has no complaints, charges or lawsuits pending against the Company or any of the other Company Releasees. The Executive acknowledges and agrees that the Executive and the Executive's heirs, executors, administrators, successors or assigns shall not, directly or indirectly, be entitled to any personal recovery in any lawsuit or other claim against the Company or any other Company Releasees based on any event arising out of the matters released in this Paragraph 1.

Appears in 3 contracts

Samples: Severance Agreement (NTL Inc), Severance Agreement (NTL Inc), Severance Agreement (NTL Inc)

Executive Release. (a) The Executive, on behalf of the ExecutiveON BEHALF OF HIMSELF, the Executive's heirsATTORNEYS, executorsHEIRS, administratorsEXECUTORS, successors and assignsADMINISTRATORS, hereby irrevocablyAGENTS, unconditionallyASSIGNS AND ANY TRUSTS, voluntarilyPARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL (TOGETHER, knowingly and willingly releases and forever discharges THE "EXECUTIVE PARTIES"), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES the Company, its parentsrespective affiliates, their parent, subsidiaries, divisions predecessors, successors and affiliates, together with assigns and their respective officerspast and present stockholders, members, directors, partnersofficers, shareholders, employeesexecutives, agents, attorneys and representatives, principals, insurers and any of attorneys, in their predecessors individual, corporate and successors and each of their estates, heirs and assigns official capacities (collectively, together the "Company ReleaseesParties"), ) from any and all chargesclaims, complaints, claimsdemands, liabilities, obligationssuits, promises, agreements, controversies, rights, costsdamages, losses, expenses, attorneys' fees, obligations or causes of action and demandsaction, debts or expenses KNOWN OR UNKNOWN, CONTINGENT OR NON-CONTINGENT, of any kind and every nature whatsoever, known or unknownand WHETHER OR NOT ACCRUED OR MATURED, that the Executive or the Executive's heirs, executors, administrators, successors or assigns ever had, now which any of them have or hereafter canmay have, will arising out of or may have against the Company relating to any transaction, dealing, relationship, conduct, act or the Company Releasees by reason of any matteromission, cause or thing whatsoever from the beginning of time to the date of this Release, except as set forth in Paragraph 1(b) below, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, but not limited to, any rights or claims relating in any way to (i) the Executive's employment relationship with claim against the Company Parties based on, relating to or the Company's decision to terminate the Executive's employment, (ii) all claims for attorneys' fees, punitive or consequential damages and (iii) all claims arising under any federalwrongful discharge, state and local laborbreach of contract (whether oral or written), employment and/or anti-discrimination laws includingtort, without limitationfraud (including fraudulent inducement into this Release), the federal Age Discrimination in Employment Act of 1967defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights law, the Civil Rights Age Discrimination in Employment Act of 19901967, the Americans with Disabilities Act of 1990Act, the Employee Retirement Income Security Act of 1974, as amended, the application of Section 409A of the Internal Revenue Code of 1986, as amended, the Family and Medical Leave Act, the Fair Labor Standards Act, the National Labor Relations Act, the Uniformed Services Employment and Reemployment Rights Act of 19931994, the New York State and City Human Rights LawImmigration Reform Control Act, each as amendedthe Genetic Information Non-Discrimination Act, and the Equal Pay Act, as well as all federal and state executive orders including Executive Order 11246, or any other federal, state, state or local law relating to employment or foreign law discrimination in employment) arising out of or judicial decision. The Executive further agrees that relating to Executive's employment by the Company does not owe or his services as an officer or Executive of the Executive Company or any further wagesof its subsidiaries, compensation or benefitsotherwise relating to the termination of such employment or the Agreement (collectively, except the wages, compensation and benefits specifically enumerated in the severance agreement to which this Release is attached (the "Severance Agreement''Claims"). (b) Nothing in this Release shall be deemed to ; provided, however, such general release will not limit or release the Company Parties from their respective obligations (i) under the Executive's right to indemnification Agreement that expressly survives termination of employment, (ii) under Section 10 of the Employment Agreement, or any other indemnification rights that may exist under Delaware law or pursuant to the Company's certificate benefit plans and agreements that expressly survive termination of employment, including without limitation the Company's equity incentive plans, or (iii) in respect of Executive's services as an officer or director of the Company or any of its subsidiaries, pursuant to any director and officer indemnification agreements or as provided by law or the certificates of incorporation or by-laws, laws (iior like constitutive documents) the Executive's right to any vested benefit under the Company's 401 (k) plan and any options granted pursuant to the 2003 NTL Incorporated Stock Option Plan or (iii) the Executive's rights as set forth under the Severance Agreement. (c) The Executive acknowledges and agrees that the Company has fully satisfied any and all obligations owed to the Executive arising out of the Executive's employment with the Company, and no further sums are owed to the Executive by the Company or any of its subsidiaries. Executive, ON BEHALF OF HIMSELF AND THE EXECUTIVE PARTIES, hereby represents and warrants that no other person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his or their behalf; except, nothing in this Release prevents Executive from filing a charge or claim with a federal, state or local administrative agency, although by signing this Release, Executive waives his right to recover any damages other Company Releaseesrelief in any claim or suit brought by Executive or by or through such agency, except as expressly provided in the Severance Agreementwhere prohibited by law. (d) The Executive represents that the Executive has no complaints, charges or lawsuits pending against the Company or any of the other Company Releasees. The Executive acknowledges and agrees that the Executive and the Executive's heirs, executors, administrators, successors or assigns shall not, directly or indirectly, be entitled to any personal recovery in any lawsuit or other claim against the Company or any other Company Releasees based on any event arising out of the matters released in this Paragraph 1.

Appears in 2 contracts

Samples: Transition Agreement (Tractor Supply Co /De/), Transition Agreement (Tractor Supply Co /De/)

Executive Release. (a) The Executive, on behalf of the Executive, the Executive's heirs, executors, administrators, successors and assigns, hereby irrevocably, unconditionally, voluntarily, knowingly and willingly releases and forever discharges the Company, its parents, their subsidiaries, divisions and affiliates, together with their respective officers, directors, partners, shareholders, employees, agents, attorneys and representatives, and any of their predecessors and successors and each of their estates, heirs and assigns (collectively, the "Company Releasees"), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, rights, costs, losses, causes of action and demands, debts or expenses of any nature whatsoever, known or unknown, that the Executive or the Executive's heirs, executors, administrators, successors or assigns ever had, now have or hereafter can, will or may have against the Company or the Company Releasees by reason of any matter, cause or thing whatsoever from the beginning of time to the date of this Release, except as set forth in Paragraph 1(b) below, including, but not limited to, any rights or claims relating in any way to (i) the Executive's employment relationship with the Company or the Company's decision to terminate the Executive's employment, (ii) all claims for attorneys' fees, punitive or consequential damages and (iii) all claims arising under any federal, state and local labor, employment and/or anti-discrimination laws including, without limitation, the federal Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1990, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act of 1993, the New York State and City Human Rights Law, each as amended, and any other federal, state, local or foreign law or judicial decision. The Executive further agrees that the Company does not owe the Executive any further wages, compensation or benefits, except the wages, compensation and benefits specifically enumerated in the severance agreement to which this Release is attached (the "Severance Agreement"). (b) Nothing in this Release shall be deemed to release (i) the Executive's right to indemnification under Section 10 of the Employment Agreement, or any other indemnification rights that may exist under Delaware law or pursuant to the Company's certificate of incorporation or by-laws, (ii) the Executive's right to any vested benefit under the Company's 401 (k401(k) plan and any options granted pursuant to the 2003 NTL Incorporated Stock Option Plan or (iii) the Executive's rights as set forth under the Severance Agreement. (c) The Executive acknowledges and agrees that the Company has fully satisfied any and all obligations owed to the Executive arising out of the Executive's employment with the Company, and no further sums are owed to the Executive by the Company or any of the other Company Releasees, except as expressly provided in the Severance Agreement. (d) The Executive represents that the Executive has no complaints, charges or lawsuits pending against the Company or any of the other Company Releasees. The Executive acknowledges and agrees that the Executive and the Executive's heirs, executors, administrators, successors or assigns shall not, directly or indirectly, be entitled to any personal recovery in any lawsuit or other claim against the Company or any other Company Releasees based on any event arising out of the matters released in this Paragraph 1.

Appears in 2 contracts

Samples: Severance Agreement (NTL Inc), Severance Agreement (NTL Inc)

Executive Release. (a) The Executive hereby RELEASES the Company, its past and present parents, subsidiaries, affiliates, predecessors, successors, assigns, related companies, entities or divisions, its or their past and present employee benefit plans, trustees, fiduciaries and administrators, and any and all of its and their respective past and present officers, directors, owners, investors, partners, insurers, agents, attorneys, representatives, assigns and employees (collectively “Releasees”), from any and all claims, demands or causes of action which Executive, on behalf of the or Executive, the Executive's ’s heirs, executors, administrators, successors and assigns, hereby irrevocably, unconditionally, voluntarily, knowingly and willingly releases and forever discharges the Company, its parents, their subsidiaries, divisions and affiliates, together with their respective officers, directors, partners, shareholders, employeesbeneficiaries, agents, attorneys and representativesattorneys, and any of their predecessors and successors and each of their estates, heirs and representatives or assigns (collectively, the "Company Releasees"collectively “Releasors”), from any and all chargeshave, complaints, claims, liabilities, obligations, promises, agreements, controversies, rights, costs, losses, causes of action and demands, debts or expenses of any nature whatsoever, known or unknown, that the Executive or the Executive's heirs, executors, administrators, successors or assigns ever had, now have or hereafter can, will had or may have against the Company Releasees, based on any events or the Company Releasees by reason of any matter, cause circumstances arising or thing whatsoever from the beginning of time occurring prior to and including the date of Executive’s execution of this ReleaseAgreement to the fullest extent permitted by law, except as set forth in Paragraph 1(b) belowregardless of whether such claims are now known or are later discovered, including, including but not limited toto any claims relating to Executive’s employment or termination of employment by the Company, and any rights of continued employment, reinstatement or claims relating in reemployment by the Company (“Claims”), PROVIDED, HOWEVER, Executive is not waiving, releasing or giving up the right to enforce the terms of this Agreement or rights under benefit plans or agreements expressly preserved and provided herein, or any way to other rights which cannot be waived as a matter of law. (b) Executive agrees and acknowledges: (i) the Executive's employment relationship with the Company or that this Agreement is intended to be a general release that extinguishes all Claims by Executive against the Company's decision to terminate the Executive's employment, ; (ii) all claims for attorneys' fees, punitive or consequential damages and (iii) all claims that Executive is waiving any Claims arising under any federal, state and local labor, employment and/or anti-discrimination laws including, without limitation, the federal Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 19901991, the Americans with With Disabilities Act of 1990Act, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974Act, the Family and Medical Leave Act of 1993, the New York State and City Illinois Human Rights Law, each as amendedAct, and any all other federal, statestate and local statutes, local ordinances and common law, including but not limited to any and all Claims alleging personal injury, emotional distress and other torts, breach of contract, and breach of any public policy or foreign law legal duty or judicial decision. The Executive further agrees that the Company does not owe the Executive obligation of any further wagessort, compensation or benefits, except the wages, compensation and benefits specifically enumerated in the severance agreement to which this Release is attached (the "Severance Agreement"). (b) Nothing in this Release shall be deemed to release (i) the Executive's right to indemnification under Section 10 of the Employment Agreement, or any other indemnification rights that may exist under Delaware law or pursuant to the Company's certificate of incorporation or by-laws, (ii) the Executive's right to any vested benefit under the Company's 401 (k) plan and any options granted pursuant to the 2003 NTL Incorporated Stock Option Plan or fullest extent permitted by law; (iii) that Executive is waiving all Claims against the Company, known or unknown, arising or occurring prior to and including the date of Executive's ’s execution of this Agreement; (iv) that if Executive now has or ever had any kind of legal Claims whatsoever against the Company, Executive is giving them up forever by entering into this Agreement, even if Executive does not know about the Claims when Executive enters into this Agreement; (v) that Executive expressly waives all rights as set forth that Executive may have under any law that is intended to protect Executive from waiving unknown Claims and Executive understands the Severance significance of doing so; (vi) that the consideration that Executive will receive in exchange for Executive’s waiver of the Claims specified herein exceeds anything of value to which Executive is already entitled; (vii) that Executive was hereby informed by the Company in writing to consult with an attorney, and Executive was represented by attorneys at Mayer, Brown, Xxxx & Maw LLP, regarding this Agreement; (viii) that Executive had at least 21 days to consider this Agreement, although he may choose to sign this Agreement sooner; (ix) that Executive has had a reasonable period of time within which to consider this Agreement; and (x) that Executive has entered into this Agreement knowingly and voluntarily with full understanding of its terms and after having had the opportunity to seek and receive advice from counsel of Executive’s choosing. (c) The In the event any Claims are filed on Executive’s behalf, Executive acknowledges and agrees that the Company has fully satisfied hereby waives any and all obligations owed rights to the Executive arising out receive monetary damages or injunctive relief in favor of the Executive's employment with the Company, and no further sums are owed to the Executive by the Company or any of the other Company Releasees, except as expressly provided in the Severance Agreement. (d) The Executive represents that the Executive has no complaints, charges or lawsuits pending not assigned any Claim against the Company or any of the other Company Releasees. The Executive acknowledges and agrees that the Executive and the Executive's heirs, executors, administrators, successors or assigns shall not, directly or indirectly, be entitled to any personal recovery in any lawsuit person or other claim against the Company or any other Company Releasees based on any event arising out of the matters released in this Paragraph 1entity.

Appears in 1 contract

Samples: Separation Agreement (Lawson Products Inc/New/De/)

Executive Release. (a) The Executive, on behalf of the Executive, the Executive's heirs, executors, administrators, successors and assigns, hereby irrevocably, unconditionally, voluntarily, knowingly and willingly releases and forever discharges the Company, its parents, their subsidiaries, divisions and affiliates, together with their respective officers, directors, partners, shareholders, employees, agents, attorneys and representatives, and any of their predecessors and successors and each of their estates, heirs and assigns (collectively, the "Company Releasees"), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, rights, costs, losses, causes of action and demands, debts or expenses of any nature whatsoever, known or unknown, that the Executive or the Executive's heirs, executors, administrators, successors or assigns ever had, now have or hereafter can, will or may have against the Company or the Company Releasees by reason of any matter, cause or thing whatsoever from the beginning of time to the date of this Release, except as set forth in Paragraph 1(b) below, including, but not limited to, any rights or claims relating in any way to (i) the Executive's employment relationship with the Company or the Company's decision to terminate the Executive's employment, (ii) all claims for attorneys' fees, punitive or consequential damages and (iii) all claims arising under any federal, state and local labor, employment and/or anti-discrimination laws including, without limitation, the federal Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1990, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act of 1993, the New York State and City Human Rights Law, each as amended, and any other federal, state, local or foreign law or judicial decision. The Executive further agrees that the Company does not owe the Executive any further wages, compensation or benefits, except the wages, compensation and benefits specifically enumerated in the severance agreement to which this Release is attached (the "Severance Agreement"). (b) Nothing in this Release shall be deemed to release (i) the Executive's right to indemnification under Section 10 of the Employment Agreement, or any other indemnification rights that may exist under Delaware law or pursuant to the Company's certificate of incorporation or by-laws, (ii) the Executive's right to any vested benefit under the Company's 401 (k401(k) plan and any options granted pursuant to the 2003 NTL Incorporated Stock Option Plan or Plan, (iii) the Executive's rights as set forth under the Severance Agreement, or (iv) the Executive's rights under the NTL Tax Equalisation Policy, attached to Exhibit G of the Severance Agreement, for the Company's 2002 and 2003 fiscal years. (c) The Executive acknowledges and agrees that the Company has fully satisfied any and all obligations owed to the Executive arising out of the Executive's employment with the Company, and no further sums are owed to the Executive by the Company or any of the other Company Releasees, except as expressly provided in the Severance Agreement. (d) The Executive represents that the Executive has no complaints, charges or lawsuits pending against the Company or any of the other Company Releasees. The Executive acknowledges and agrees that the Executive and the Executive's heirs, executors, administrators, successors or assigns shall not, directly or indirectly, be entitled to any personal recovery in any lawsuit or other claim against the Company or any other Company Releasees based on any event arising out of the matters released in this Paragraph 1.

Appears in 1 contract

Samples: Severance Agreement (NTL Inc)

Executive Release. (a) The Executive, on behalf of the Executive, the Executive's heirs, ; executors, administrators, successors and assigns, hereby irrevocably, unconditionally, voluntarily, knowingly and willingly releases and forever discharges the Company, its parents, their subsidiaries, divisions and affiliates, together with their respective officers, directors, partners, shareholders, employees, agents, attorneys and representatives, ; and any of their predecessors and successors and each of their estates, heirs and assigns (collectively, the "Company Releasees"), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, rights, costs, losses, causes of action and demands, debts or expenses of any nature whatsoever, known or unknown, that the Executive or the Executive's heirs, executors, administrators, successors or assigns ever had, now have or hereafter can, will or may have against the Company or the Company Releasees by reason of any matter, cause or thing whatsoever from the beginning of time to the date of this Release, except as set forth in Paragraph 1(b) below, including, but not limited to, any rights or claims relating in any way to (i) the Executive's employment relationship with the Company or the Company's decision to terminate the Executive's employment, (ii) all claims for attorneys' fees, punitive or consequential damages and (iii) all claims arising under any federal, state and local labor, employment and/or anti-discrimination laws including, without limitation, the federal Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1990, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act of 1993, the New York State and City Human Rights Law, each as amended, and any other federal, state, local or foreign law or judicial decision. The Executive further agrees that the Company does not owe the Executive any further wages, compensation or benefits, except the wages, compensation and benefits specifically enumerated in the severance agreement to which this Release is attached (the "Severance Agreement"). (b) Nothing in this Release shall be deemed to release (i1) the Executive's right to indemnification under Section 10 of the Employment Agreement, or any other indemnification rights that may exist under Delaware law or pursuant to the Company's certificate of incorporation or by-laws, (ii) the Executive's right to any vested benefit under the Company's 401 (k) plan and any options granted pursuant to the 2003 NTL Incorporated Stock Option Plan or (iii) the Executive's rights as set forth under the Severance Agreement. (c) The Executive acknowledges and agrees that the Company has fully satisfied any and all obligations owed to the Executive arising out of the Executive's employment with the Company, and no further sums are owed to the Executive by the Company or any of the other Company Releasees, except as expressly provided in the Severance Agreement. (d) The Executive represents that the Executive has no complaints, charges or lawsuits pending against the Company or any of the other Company Releasees. The Executive acknowledges and agrees that the Executive and the Executive's heirs, executors, administrators, successors or assigns shall not, directly or indirectly, be entitled to any personal recovery in any lawsuit or other claim against the Company or any other Company Releasees based on any event arising out of the matters released in this Paragraph 1.

Appears in 1 contract

Samples: Severance Agreement (NTL Inc)

Executive Release. (a) The Executive, on behalf of the Executive, the Executive's heirs, executors, administrators, successors and assigns, hereby irrevocably, unconditionally, voluntarily, knowingly and willingly releases and forever discharges the Company, its parents, their subsidiaries, divisions and affiliates, together with their respective officers, directors, partners, shareholders, employees, agents, attorneys and representatives, and any of their predecessors and successors and each of their estates, heirs and assigns (collectively, the "Company Releasees"), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, rights, costs, losses, causes of action and demands, debts or expenses of any nature whatsoever, known or unknown, that the Executive or the Executive's heirs, executors, administrators, successors or assigns ever had, now have or hereafter can, will or may have against the Company or the Company Releasees by reason of any matter, cause or thing whatsoever from the beginning of time to the date of this Release, except as set forth in Paragraph 1(b) below, including, but not limited to, any rights or claims relating in any way to (i) the Executive's employment relationship with the Company or the Company's decision to terminate the Executive's employment, (ii) all claims for attorneys' fees, punitive or consequential damages and (iii) all claims arising under any federal, state and local labor, employment and/or anti-discrimination laws including, without limitation, the federal Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1990, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act of 1993, the New York State and City Human Rights Law, each as amended, and any other federal, state, local or foreign law or judicial decision. The Executive further agrees that the Company does not owe the Executive any further wages, compensation or benefits, except the wages, compensation and benefits specifically enumerated in the severance agreement to which this Release is attached (the "Severance Agreement"). (b) Nothing in this Release shall be deemed to release (i) the Executive's right to indemnification indemnification. under Section 10 of the Employment Agreement, or any other indemnification rights that may exist under Delaware law or pursuant to the Company's certificate of incorporation or by-laws, (ii) the Executive's right to any vested benefit under the Company's 401 (k401(k) plan and any options granted pursuant to the 2003 NTL Incorporated Stock Option Plan or (iii) the Executive's rights as set forth under the Severance Agreement. (c) The Executive acknowledges and agrees that the Company has fully satisfied any and all obligations owed to the Executive arising out of the Executive's employment with the Company, and no further sums are owed to the Executive by the Company or any of the other Company Releasees, except as expressly provided in the Severance Agreement. (d) The Executive represents that the Executive has no complaints, charges or lawsuits pending against the Company or any of the other Company Releasees. The Executive acknowledges and agrees that the Executive and the Executive's heirs, executors, administrators, successors or assigns shall not, directly or indirectly, be entitled to any personal recovery in any lawsuit or other claim against the Company or any other Company Releasees based on any event arising out of the matters released in this Paragraph 1.

Appears in 1 contract

Samples: Severance Agreement (NTL Inc)

Executive Release. (a) The Executive hereby RELEASES the Company, its past and present parents, subsidiaries, affiliates, predecessors, successors, assigns, related companies, entities or divisions, its or their past and present employee benefit plans, trustees, fiduciaries and administrators, and any and all of its and their respective past and present officers, directors, owners, investors, partners, insurers, agents, attorneys, representatives, assigns and employees (collectively “Releasees”), from any and all claims, demands or causes of action which Executive, on behalf of the or Executive, the Executive's ’s heirs, executors, administrators, successors and assigns, hereby irrevocably, unconditionally, voluntarily, knowingly and willingly releases and forever discharges the Company, its parents, their subsidiaries, divisions and affiliates, together with their respective officers, directors, partners, shareholders, employeesbeneficiaries, agents, attorneys and representativesattorneys, and any of their predecessors and successors and each of their estates, heirs and representatives or assigns (collectively, the "Company Releasees"collectively “Releasors”), from any and all chargeshave, complaints, claims, liabilities, obligations, promises, agreements, controversies, rights, costs, losses, causes of action and demands, debts or expenses of any nature whatsoever, known or unknown, that the Executive or the Executive's heirs, executors, administrators, successors or assigns ever had, now have or hereafter can, will had or may have against the Company Releasees, based on any events or the Company Releasees by reason of any matter, cause circumstances arising or thing whatsoever from the beginning of time occurring prior to and including the date of Executive’s execution of this ReleaseAgreement to the fullest extent permitted by law, except as set forth in Paragraph 1(b) belowregardless of whether such claims are now known or are later discovered, including, including but not limited toto any claims relating to Executive’s employment or termination of employment by the Company, and any rights of continued employment, reinstatement or claims relating in reemployment by the Company (“Claims”), PROVIDED, HOWEVER, Executive is not waiving, releasing or giving up the right to enforce the terms of this Agreement or rights under benefit plans or agreements expressly preserved and provided herein, or any way to other rights which cannot be waived as a matter of law. (b) Executive agrees and acknowledges: (i) the Executive's employment relationship with the Company or that this Agreement is intended to be a general release that extinguishes all Claims by Executive against the Company's decision to terminate the Executive's employment, ; (ii) all claims for attorneys' fees, punitive or consequential damages and (iii) all claims that Executive is waiving any Claims arising under any federal, state and local labor, employment and/or anti-discrimination laws including, without limitation, the federal Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 19901991, the Americans with With Disabilities Act of 1990Act, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act of 1974Act, the Family and Medical Leave Act of 1993, the New York State and City Illinois Human Rights Law, each as amendedAct, and any all other federal, statestate and local statutes, local ordinances and common law, including but not limited to any and all Claims alleging personal injury, emotional distress and other torts, breach of contract, and breach of any public policy or foreign law legal duty or judicial decision. The Executive further agrees that the Company does not owe the Executive obligation of any further wagessort, compensation or benefits, except the wages, compensation and benefits specifically enumerated in the severance agreement to which this Release is attached (the "Severance Agreement"). (b) Nothing in this Release shall be deemed to release (i) the Executive's right to indemnification under Section 10 of the Employment Agreement, or any other indemnification rights that may exist under Delaware law or pursuant to the Company's certificate of incorporation or by-laws, (ii) the Executive's right to any vested benefit under the Company's 401 (k) plan and any options granted pursuant to the 2003 NTL Incorporated Stock Option Plan or fullest extent permitted by law; (iii) that Executive is waiving all Claims against the Company, known or unknown, arising or occurring prior to and including the date of Executive's ’s execution of this Agreement; (iv) that if Executive now has or ever had any kind of legal Claims whatsoever against the Company, Executive is giving them up forever by entering into this Agreement, even if Executive does not know about the Claims when Executive enters into this Agreement; (v) that Executive expressly waives all rights as set forth that Executive may have under any law that is intended to protect Executive from waiving unknown Claims and Executive understands the Severance significance of doing so; (vi) that the consideration that Executive will receive in exchange for Executive’s waiver of the Claims specified herein exceeds anything of value to which Executive is already entitled; (vii) that Executive was hereby informed by the Company in writing to consult with an attorney, and Executive was represented by attorneys at Mayer, Brown, Rxxx & Maw LLP, regarding this Agreement; (viii) that Executive had at least 21 days to consider this Agreement, although he may choose to sign this Agreement sooner; (ix) that Executive has had a reasonable period of time within which to consider this Agreement; and (x) that Executive has entered into this Agreement knowingly and voluntarily with full understanding of its terms and after having had the opportunity to seek and receive advice from counsel of Executive’s choosing. (c) The In the event any Claims are filed on Executive’s behalf, Executive acknowledges and agrees that the Company has fully satisfied hereby waives any and all obligations owed rights to the Executive arising out receive monetary damages or injunctive relief in favor of the Executive's employment with the Company, and no further sums are owed to the Executive by the Company or any of the other Company Releasees, except as expressly provided in the Severance Agreement. (d) The Executive represents that the Executive has no complaints, charges or lawsuits pending not assigned any Claim against the Company or any of the other Company Releasees. The Executive acknowledges and agrees that the Executive and the Executive's heirs, executors, administrators, successors or assigns shall not, directly or indirectly, be entitled to any personal recovery in any lawsuit person or other claim against the Company or any other Company Releasees based on any event arising out of the matters released in this Paragraph 1entity.

Appears in 1 contract

Samples: Separation Agreement (Lawson Products Inc/New/De/)

Executive Release. (a) The Executive, on behalf of the ExecutiveON BEHALF OF HIMSELF, the Executive's heirsATTORNEYS, executorsHEIRS, administratorsEXECUTORS, successors and assignsADMINISTRATORS, hereby irrevocablyAGENTS, unconditionallyASSIGNS AND ANY TRUSTS, voluntarilyPARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL (TOGETHER, knowingly and willingly releases and forever discharges THE “EXECUTIVE PARTIES”), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES the Company, its parentsrespective Affiliates, their subsidiaries, divisions predecessors, successors and affiliates, together with assigns and their respective officerspast and present stockholders, members, directors, partnersofficers, shareholders, employeesexecutives, agents, attorneys and representatives, principals, insurers and any of attorneys, in their predecessors individual, corporate and successors and each of their estates, heirs and assigns official capacities (collectively, together the "Company Releasees"), Parties”) from any and all chargesclaims, complaints, claimsdemands, liabilities, obligationssuits, promises, agreements, controversies, rights, costsdamages, losses, expenses, attorneys’ fees, obligations or causes of action and demandsaction, debts or expenses KNOWN OR UNKNOWN, CONTINGENT OR NON-CONTINGENT, of any kind and every nature whatsoever, known or unknownand WHETHER OR NOT ACCRUED OR MATURED, that the Executive or the Executive's heirs, executors, administrators, successors or assigns ever had, now which any of them have or hereafter canmay have, will arising out of or may have against the Company relating to any transaction, dealing, relationship, conduct, act or the Company Releasees by reason of any matteromission, cause or thing whatsoever from the beginning of time to the date of this Release, except as set forth in Paragraph 1(b) below, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS AGREEMENT (including, but not limited to, any rights or claims relating in any way to (i) the Executive's employment relationship with claim against the Company Parties based on, relating to or the Company's decision to terminate the Executive's employment, (ii) all claims for attorneys' fees, punitive or consequential damages and (iii) all claims arising under any federalwrongful discharge, state and local laborCOVID-19, employment and/or anti-discrimination laws includingbreach of contract (whether oral or written), without limitationtort, the federal Age Discrimination in Employment Act of 1967fraud (including fraudulent inducement into this Agreement), defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights law, the Civil Rights Age Discrimination in Employment Act of 19901967, the Americans with Disabilities Act of 1990Act, the Employee Retirement Income Security Act of 1974, as amended, the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Family and Medical Leave Act, the Fair Labor Standards Act, the National Labor Relations Act, the Uniformed Services Employment and Reemployment Rights Act of 19931994, the New York State and City Human Rights LawImmigration Reform Control Act, each as amendedthe Genetic Information Non-Discrimination Act, and the Equal Pay Act, as well as all federal and state executive orders including Executive Order 11246, or any other federal, state, state or local law relating to employment or foreign law discrimination in employment) arising out of or judicial decision. The Executive further agrees that relating to Executive’s employment by the Company does or his services as an officer or executive of the Company or any of its subsidiaries, or otherwise relating to the termination of such employment or the Transition Agreement (collectively, “Claims”); provided, however, such general release will not owe limit or release the Executive any further wages, compensation or benefits, except the wages, compensation and benefits specifically enumerated in the severance agreement to which this Release is attached (the "Severance Agreement"). (b) Nothing in this Release shall be deemed to release Company Parties from their respective obligations (i) under the Transition Agreement that expressly survive the Employment Termination Date, (ii) under the Company’s benefit plans and agreements that expressly survive the Employment Termination Date, including without limitation the Company’s equity incentive plans, or (iii) in respect of Executive's right to indemnification under Section 10 ’s services as an officer or director of the Employment Agreement, Company or any other of its subsidiaries, pursuant to any director and officer indemnification rights that may exist under Delaware agreements or as provided by law or pursuant to the Company's certificate certificates of incorporation or by-laws, laws (iior like constitutive documents) the Executive's right to any vested benefit under the Company's 401 (k) plan and any options granted pursuant to the 2003 NTL Incorporated Stock Option Plan or (iii) the Executive's rights as set forth under the Severance Agreement. (c) The Executive acknowledges and agrees that the Company has fully satisfied any and all obligations owed to the Executive arising out of the Executive's employment with the Company, and no further sums are owed to the Executive by the Company or any of the other Company Releasees, except as expressly provided in the Severance Agreementits subsidiaries. (d) The Executive represents that the Executive has no complaints, charges or lawsuits pending against the Company or any of the other Company Releasees. The Executive acknowledges and agrees that the Executive and the Executive's heirs, executors, administrators, successors or assigns shall not, directly or indirectly, be entitled to any personal recovery in any lawsuit or other claim against the Company or any other Company Releasees based on any event arising out of the matters released in this Paragraph 1.

Appears in 1 contract

Samples: Transition Agreement (Tractor Supply Co /De/)

Executive Release. In partial consideration of a portion of the payments and benefits described in the employment agreement (athe “Agreement”), effective October 2, 2004, by and between Xxxx X. Xxxxxx (the “Executive”) The and Playtex Products, Inc. (the “Company”), to which the Executive agrees the Executive is not otherwise entitled, the Executive, for and on behalf of the Executive, the Executive's heirs, executors, administrators, successors himself and his heirs and assigns, subject to the following two sentences hereof, hereby irrevocablywaives and releases any common law, unconditionally, voluntarily, knowingly and willingly releases and forever discharges the Company, its parents, their subsidiaries, divisions and affiliates, together with their respective officers, directors, partners, shareholders, employees, agents, attorneys and representatives, and any of their predecessors and successors and each of their estates, heirs and assigns (collectively, the "Company Releasees"), from any and all charges, statutory or other complaints, claims, liabilities, obligations, promises, agreements, controversies, rights, costs, losses, charges or causes of action and demands, debts or expenses of any nature kind whatsoever, both known or and unknown, that in law or in equity, which the Executive or the Executive's heirs, executors, administrators, successors or assigns ever had, now have or hereafter can, will has or may have against the Company or and any of its shareholders who at any time on and after January 1, 1995 held in excess of five percent (5%) of the Company Releasees Company’s outstanding capital stock, and any of their respective subsidiaries, affiliates, predecessors, successors, assigns, directors, officers, partners, members, employees, agents (collectively, the “Releasees”) by reason of any matter, cause facts or thing whatsoever from the beginning of time omissions which have occurred on or prior to the date of that the Executive signs this Release, except as set forth in Paragraph 1(b) below, including, but not limited to, any rights or claims relating in any way to (i) the Executive's employment relationship with the Company or the Company's decision to terminate the Executive's employment, (ii) all claims for attorneys' fees, punitive or consequential damages and (iii) all claims arising under any federal, state and local labor, employment and/or anti-discrimination laws including, without limitation, any complaint, charge or cause of action arising under federal, state or local laws pertaining to employment, including the federal Age Discrimination in Employment Act of 19671967 (“ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all as amended; and all other federal, state and local laws and regulations. By signing the Civil Rights Act of 1990Release, the Americans Executive acknowledges that he intends to waive and release any rights known or unknown that he may have against the Releasees under these and any other laws; provided, that the Executive does not waive or release claims with Disabilities Act respect to the right to enforce Sections 6, 7, 8 and 9 of 1990the Agreement, the Non Qualified Stock Option Agreement (as defined in the Agreement), the Restricted Stock Award Agreement and (as defined in the Agreement) any rights under any plan governed by the Employee Retirement Income Security Act of 1974, as amended (the Family and Medical Leave Act of 1993“Unreleased Claims”). Notwithstanding the foregoing, the New York Executive does not release, discharge or waive any rights to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State and City Human Rights Law, each as amended, and of Delaware or any other federal, state, local state of which such subsidiary or foreign law or judicial decision. The Executive further agrees that the Company does not owe the Executive any further wages, compensation or benefits, except the wages, compensation and benefits specifically enumerated in the severance agreement to which this Release affiliate is attached (the "Severance Agreement"). (b) Nothing in this Release shall be deemed to release (i) the Executive's right to indemnification under Section 10 of the Employment Agreementa domiciliary, or any other indemnification rights that may exist under Delaware law or pursuant to the Company's certificate of incorporation or by-laws, (ii) the Executive's right to any vested benefit under the Company's 401 (k) plan and any options granted pursuant to the 2003 NTL Incorporated Stock Option Plan or (iii) the Executive's rights as set forth under the Severance Agreement. (c) The Executive acknowledges and agrees that the Company has fully satisfied any and all obligations owed to the Executive arising out of the Executive's employment with the Company, and no further sums are owed to the Executive by the Company or any of the other Company Releasees, except as expressly provided in the Severance Agreement. (d) The Executive represents that the Executive has no complaints, charges or lawsuits pending against the Company or any of the other Company Releasees. The Executive acknowledges and agrees that agreement between the Executive and the Executive's heirsCompany, executors, administrators, successors or assigns shall not, directly or indirectly, be entitled to any personal recovery in any lawsuit or other claim against the Company or any other Company Releasees based on rights to insurance coverage under any event arising out of the matters released in this Paragraph 1directors’ and officers’ personal liability insurance or fiduciary insurance policy.

Appears in 1 contract

Samples: Employment Agreement (Playtex Products Inc)

Executive Release. Except as provided in paragraphs 7 and 12 below, I knowingly and voluntarily (a) The Executivefor myself, on behalf of the Executive, the Executive's my heirs, executors, administrators, successors administrators and assigns, hereby irrevocably, unconditionally, voluntarily, knowingly ) irrevocably and willingly releases unconditionally release and forever discharges discharge the CompanyCompany and the other Released Parties, its parentscollectively, their subsidiaries, divisions and affiliates, together with their respective officers, directors, partners, shareholders, employees, agents, attorneys and representativesseparately, and any of their predecessors and successors and each of their estates, heirs and assigns (collectively, the "Company Releasees")severally, from any and all charges, complaints, claims, liabilities, obligations, promises, agreementssuits, controversies, rights, costs, lossesactions, causes of action and action, cross-claims, counter-claims, demands, debts debts, compensatory damages, liquidated damages, punitive or expenses exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoeverwhatsoever in law and in equity, known or unknown, that the Executive or the Executive's heirs, executors, administrators, successors or assigns ever had, now have or hereafter can, will or may have against the Company or the Company Releasees by reason of any matter, cause or thing whatsoever both past and present (from the beginning of time to through the date that this General Release is signed by me) and whether known or unknown, fixed or contingent, suspected, or claimed against the Company or any of this Releasethe Released Parties which I, except as set forth in Paragraph 1(b) belowmy spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with or service to, or my separation or termination from, the Veritiv Group (including, but not limited to, any rights allegation, claim or claims relating in any way to (i) the Executive's employment relationship with the Company or the Company's decision to terminate the Executive's employmentviolation, (ii) all claims for attorneys' fees, punitive or consequential damages and (iii) all claims arising under any federal, state and local labor, employment and/or anti-discrimination laws including, without limitation, the federal Age Discrimination in Employment Act of 1967, under: Title VII of the Civil Rights Act of 1964, ; the Civil Rights Act of 1990, 1991; the Equal Pay Act of 1963; the Americans with Disabilities Act of 1990, ; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974, ; any applicable Executive Order Programs; the Family and Medical Leave Act of 1993, the New York State and City Human Rights Law, each Fair Labor Standards Act; all as amended, and or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, local federal or foreign law law, regulation or judicial decision. The Executive further agrees that the Company does not owe the Executive ordinance; or under any further wagespublic policy, compensation contract or benefitstort, except the wagesor under common law; or arising under any policies, compensation and benefits specifically enumerated in the severance agreement to which this Release is attached (the "Severance Agreement"). (b) Nothing in this Release shall be deemed to release (i) the Executive's right to indemnification under Section 10 practices or procedures of the Employment AgreementVeritiv Group; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or any other indemnification rights that may exist under Delaware law or pursuant to the Company's certificate of incorporation or by-lawsexpenses, including attorneys’ fees incurred in these matters) (ii) the Executive's right to any vested benefit under the Company's 401 (k) plan and any options granted pursuant to the 2003 NTL Incorporated Stock Option Plan or (iii) the Executive's rights as set forth under the Severance Agreement. (c) The Executive acknowledges and agrees that the Company has fully satisfied any and all obligations owed to the Executive arising out of the Executive's employment with foregoing collectively referred to herein as the Company“Claims”). I understand and intend that this General Release constitutes a general release of all claims and that no reference herein to a specific form of claim, and no further sums are owed statute or type of relief is intended to limit the Executive by the Company or any scope of the other Company Releasees, except as expressly provided in the Severance Agreementthis General Release. (d) The Executive represents that the Executive has no complaints, charges or lawsuits pending against the Company or any of the other Company Releasees. The Executive acknowledges and agrees that the Executive and the Executive's heirs, executors, administrators, successors or assigns shall not, directly or indirectly, be entitled to any personal recovery in any lawsuit or other claim against the Company or any other Company Releasees based on any event arising out of the matters released in this Paragraph 1.

Appears in 1 contract

Samples: Separation Agreement (Veritiv Corp)

Executive Release. (a) The Executive, on behalf In consideration of the Executivethis Agreement, the Executive's heirs, executors, administrators, successors and assigns, hereby irrevocably, unconditionally, voluntarily, knowingly and willingly releases ----------------- Executive agrees to release and forever discharges discharge the Company, its parentsstockholders, their subsidiaries, divisions and affiliates, together with their respective officers, directors, partnersofficers and employees, shareholders, employeesand any affiliates, agents, attorneys and representatives, successors, and assigns of any of their predecessors and successors and each of their estates, heirs and assigns the foregoing (collectively, collectively referred to as the "Company Releasees"), from and against any and all chargesobligations, liabilities, damages, costs, claims, complaints, claimscharges, liabilities, obligations, promises, agreements, controversies, rights, costs, losses, or causes of action and demands, debts actions in law or expenses of any nature whatsoever, known or unknown, equity (collectively "Claims") that the Executive or his heirs, administrators, successors, or assigns may now have or may ever have against any Releasee, whether accrued, absolute, contingent, unliquidated or otherwise, and whether known or unknown on the date hereof, and which have or may have arisen out of any act or omission occurring, or state of facts existing, prior to the date of execution of this Agreement, in any way related to the Executive's heirsemployment with, executorsand services as a director of, administratorsthe Company and its affiliates and the termination thereof, successors or assigns ever hadin connection with the Executive's ownership of any securities of the Company or any of its affiliates, now have including, without limitation, (i) Claims arising under the Severance Agreement and, except as explicitly provided in this Agreement, any arrangement, plan, program, or hereafter canpolicy for executive benefits, will or may have against with the exception of any tax qualified plans under which the Executive has a vested accrued interest, (ii) any other Claims related to the Executive's employment with the Company or the Company Releasees by reason termination of any matterthat employment and (iii) Claims based on federal, cause state, or thing whatsoever from local law or regulation or the beginning of time to the date of this Releasecommon law, except as set forth in Paragraph 1(b) below, including, including but not limited to, any rights or claims relating Claims in any way related to (i) the Executive's employment relationship with the Company or the Company's decision to terminate the Executive's employment, (ii) all claims for attorneys' fees, punitive or consequential damages and (iii) all claims arising under any federal, state and local labor, employment and/or anti-discrimination laws including, without limitation, the federal Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1990Age Discrimination in Employment Act, the Equal Pay Act, the Fair Labor Standards Act, the Americans with Disabilities Act of 1990Act, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act of 1993, the New York State and City Human Rights Law, each as amended, and all other applicable state and local labor and employment laws (including all laws concerning unlawful and unfair labor and employment practices), breach of contract, wrongful discharge, defamation or intentional infliction of emotional distress. If and to the extent a court of competent jurisdiction shall determine any other federalpart or portion of the foregoing release to be invalid or unenforceable, state, local or foreign law or judicial decision. The Executive further agrees that the Company does same shall not owe affect the Executive any further wages, compensation or benefits, except remainder of the wages, compensation and benefits specifically enumerated in the severance agreement to release which this Release is attached (the "Severance Agreement"). (b) Nothing in this Release shall be deemed given full effect without regard to release (i) the Executive's right to indemnification under Section 10 invalid part or portion of the Employment Agreement, or any other indemnification rights that may exist under Delaware law or pursuant to the Company's certificate of incorporation or by-laws, (ii) the Executive's right to any vested benefit under the Company's 401 (k) plan and any options granted pursuant to the 2003 NTL Incorporated Stock Option Plan or (iii) the Executive's rights as set forth under the Severance Agreement. (c) The Executive acknowledges and agrees that the Company has fully satisfied any and all obligations owed to the Executive arising out of the Executive's employment with the Company, and no further sums are owed to the Executive by the Company or any of the other Company Releasees, except as expressly provided in the Severance Agreement. (d) The Executive represents that the Executive has no complaints, charges or lawsuits pending against the Company or any of the other Company Releaseesrelease. The Executive acknowledges that by signing below he knowingly, voluntarily, and agrees expressly waives and relinquishes any and all rights that he may have under Section 1542 of the Executive and the Executive's heirsCalifornia Civil Code, executors, administrators, successors or assigns shall not, directly or indirectly, be entitled to any personal recovery in any lawsuit or other claim against the Company or any other Company Releasees based on similar provision or law of any event arising out jurisdiction or any similar or analogous principle of common law. California Civil Code Section 1542 provides: "A general release does not extend to claims which the matters released creditor does not know or suspect to exist in this Paragraph 1his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

Appears in 1 contract

Samples: Separation Agreement (Sola International Inc)

Executive Release. In partial consideration of a portion of the payments and benefits described in the employment agreement (athe “Agreement”), effective May 4, 2005, by and between Xxxxxx X. Xxxxxxx (the “Executive”) The and AMN Healthcare Services, Inc. (the “Company”), to which the Executive agrees the Executive is not otherwise entitled, the Executive, for and on behalf of the Executive, the Executive's heirs, executors, administrators, successors herself and his heirs and assigns, subject to the following two sentences hereof, hereby irrevocablywaives and releases any common law, unconditionally, voluntarily, knowingly and willingly releases and forever discharges the Company, its parents, their subsidiaries, divisions and affiliates, together with their respective officers, directors, partners, shareholders, employees, agents, attorneys and representatives, and any of their predecessors and successors and each of their estates, heirs and assigns (collectively, the "Company Releasees"), from any and all charges, statutory or other complaints, claims, liabilities, obligations, promises, agreements, controversies, rights, costs, losses, charges or causes of action and demands, debts or expenses of any nature kind whatsoever, both known or and unknown, that in law or in equity, which the Executive or the Executive's heirs, executors, administrators, successors or assigns ever had, now have or hereafter can, will has or may have against the Company or and any of its shareholders who hold in excess of five percent (5%) of the Company Releasees Company’s outstanding capital stock, and any of their respective subsidiaries, affiliates, predecessors, successors, assigns, directors, officers, partners, members, employees, agents (collectively, the “Releasees”) by reason of any matter, cause facts or thing whatsoever from the beginning of time omissions which have occurred on or prior to the date of that the Executive signs this Release, except as set forth in Paragraph 1(b) below, including, but not limited to, any rights or claims relating in any way to (i) the Executive's employment relationship with the Company or the Company's decision to terminate the Executive's employment, (ii) all claims for attorneys' fees, punitive or consequential damages and (iii) all claims arising under any federal, state and local labor, employment and/or anti-discrimination laws including, without limitation, any complaint, charge or cause of action arising under federal, state or local laws pertaining to employment, including the federal Age Discrimination in Employment Act of 19671967 (“ADEA,” a law which prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all as amended; and all other federal, state and local laws and regulations. By signing the Civil Rights Act of 1990Release, the Americans Executive acknowledges that he intends to waive and release any rights known or unknown that he may have against the Releasees under these and any other laws; provided, that the Executive does not waive or release claims with Disabilities Act respect to the right to enforce Sections 6, 7 and 8 of 1990the Agreement, any stock option or other equity agreements or arrangements to which Executive is a party or under which Executive has any rights as of the date hereof, and any plan governed by the Employee Retirement Income Security Act of 1974, as amended (the Family and Medical Leave Act of 1993“Unreleased Claims”). In addition, the New York Executive does not release, discharge or waive any rights to indemnification that he may have under the certificate of incorporation, the By-Laws or equivalent governing documents of the Company or its subsidiaries or affiliates, the laws of the State and City Human Rights Law, each as amended, and of Delaware or any other federal, state, local state of which such subsidiary or foreign law or judicial decision. The Executive further agrees that the Company does not owe the Executive any further wages, compensation or benefits, except the wages, compensation and benefits specifically enumerated in the severance agreement to which this Release affiliate is attached (the "Severance Agreement"). (b) Nothing in this Release shall be deemed to release (i) the Executive's right to indemnification under Section 10 of the Employment Agreementa domiciliary, or any other indemnification rights that may exist under Delaware law or pursuant to the Company's certificate of incorporation or by-laws, (ii) the Executive's right to any vested benefit under the Company's 401 (k) plan and any options granted pursuant to the 2003 NTL Incorporated Stock Option Plan or (iii) the Executive's rights as set forth under the Severance Agreement. (c) The Executive acknowledges and agrees that the Company has fully satisfied any and all obligations owed to the Executive arising out of the Executive's employment with the Company, and no further sums are owed to the Executive by the Company or any of the other Company Releasees, except as expressly provided in the Severance Agreement. (d) The Executive represents that the Executive has no complaints, charges or lawsuits pending against the Company or any of the other Company Releasees. The Executive acknowledges and agrees that agreement between the Executive and the Executive's heirsCompany, executors, administrators, successors or assigns shall not, directly or indirectly, be entitled to any personal recovery in any lawsuit or other claim against the Company or any other Company Releasees based on rights to insurance coverage under any event arising out of the matters released in this Paragraph 1directors’ and officers’ personal liability insurance or fiduciary insurance policy.

Appears in 1 contract

Samples: Employment Agreement (Amn Healthcare Services Inc)

Executive Release. (a) The Executive, on behalf of the ExecutiveON BEHALF OF HIMSELF, the Executive's heirsATTORNEYS, executorsHEIRS, administratorsEXECUTORS, successors and assignsADMINISTRATORS, hereby irrevocablyAGENTS, unconditionallyASSIGNS AND ANY TRUSTS, voluntarilyPARTNERSHIPS AND OTHER ENTITIES UNDER HIS CONTROL (TOGETHER, knowingly and willingly releases and forever discharges THE “EXECUTIVE PARTIES”), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES the Company, its parentsrespective affiliates, their parent, subsidiaries, divisions predecessors, successors and affiliates, together with assigns and their respective officerspast and present stockholders, members, directors, partnersofficers, shareholders, employeesexecutives, agents, attorneys and representatives, principals, insurers and any of attorneys, in their predecessors individual, corporate and successors and each of their estates, heirs and assigns official capacities (collectively, together the "Company Releasees"), Parties”) from any and all chargesclaims, complaints, claimsdemands, liabilities, obligationssuits, promises, agreements, controversies, rights, costsdamages, losses, expenses, attorneys’ fees, obligations or causes of action and demandsaction, debts or expenses KNOWN OR UNKNOWN, CONTINGENT OR NON-CONTINGENT, of any kind and every nature whatsoever, known or unknownand WHETHER OR NOT ACCRUED OR MATURED, that the Executive or the Executive's heirs, executors, administrators, successors or assigns ever had, now which any of them have or hereafter canmay have, will arising out of or may have against the Company relating to any transaction, dealing, relationship, conduct, act or the Company Releasees by reason of any matteromission, cause or thing whatsoever from the beginning of time to the date of this Release, except as set forth in Paragraph 1(b) below, OR ANY OTHER MATTERS OR THINGS OCCURRING OR EXISTING AT ANY TIME PRIOR TO AND INCLUDING THE EXECUTION DATE OF THIS RELEASE (including, but not limited to, any rights or claims relating in any way to (i) the Executive's employment relationship with claim against the Company Parties based on, relating to or the Company's decision to terminate the Executive's employment, (ii) all claims for attorneys' fees, punitive or consequential damages and (iii) all claims arising under any federalwrongful discharge, state and local laborbreach of contract (whether oral or written), employment and/or anti-discrimination laws includingtort, without limitationfraud (including fraudulent inducement into this Release), the federal Age Discrimination in Employment Act of 1967defamation, negligence, promissory estoppel, retaliatory discharge, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights law, the Civil Rights Age Discrimination in Employment Act of 19901967, the Americans with Disabilities Act of 1990Act, the Employee Retirement Income Security Act of 1974, as amended, the application of Section 409A of the Internal Revenue Code of 1986, as amended, the Family and Medical Leave Act, the Fair Labor Standards Act, the National Labor Relations Act, the Uniformed Services Employment and Reemployment Rights Act of 19931994, the New York State and City Human Rights LawImmigration Reform Control Act, each as amendedthe Genetic Information Non-Discrimination Act, and the Equal Pay Act, as well as all federal and state executive orders including Executive Order 11246, or any other federal, state, state or local law relating to employment or foreign law discrimination in employment) arising out of or judicial decision. The Executive further agrees that relating to Executive’s employment by the Company does or his services as an officer or Executive of the Company or any of its subsidiaries, or otherwise relating to the termination of such employment or the Agreement (collectively, “Claims”); provided, however, such general release will not owe limit or release the Executive any further wages, compensation or benefits, except the wages, compensation and benefits specifically enumerated in the severance agreement to which this Release is attached (the "Severance Agreement"). (b) Nothing in this Release shall be deemed to release Company Parties from their respective obligations (i) under the Agreement that expressly survives termination of employment, (ii) under the Company’s benefit plans and agreements that expressly survive termination of employment, including without limitation the Company’s equity incentive plans, or (iii) in respect of Executive's right to indemnification under Section 10 ’s services as an officer or director of the Employment Agreement, Company or any other of its subsidiaries, pursuant to any director and officer indemnification rights that may exist under Delaware agreements or as provided by law or pursuant to the Company's certificate certificates of incorporation or by-laws, laws (iior like constitutive documents) the Executive's right to any vested benefit under the Company's 401 (k) plan and any options granted pursuant to the 2003 NTL Incorporated Stock Option Plan or (iii) the Executive's rights as set forth under the Severance Agreement. (c) The Executive acknowledges and agrees that the Company has fully satisfied any and all obligations owed to the Executive arising out of the Executive's employment with the Company, and no further sums are owed to the Executive by the Company or any of its subsidiaries. Executive, ON BEHALF OF HIMSELF AND THE EXECUTIVE PARTIES, hereby represents and warrants that no other person or entity has initiated or, to the extent within his control, will initiate any such proceeding on his or their behalf; except, nothing in this Release prevents Executive from filing a charge or claim with a federal, state or local administrative agency, although by signing this Release, Executive waives his right to recover any damages other Company Releaseesrelief in any claim or suit brought by Executive or by or through such agency, except as expressly provided in the Severance Agreementwhere prohibited by law. (d) The Executive represents that the Executive has no complaints, charges or lawsuits pending against the Company or any of the other Company Releasees. The Executive acknowledges and agrees that the Executive and the Executive's heirs, executors, administrators, successors or assigns shall not, directly or indirectly, be entitled to any personal recovery in any lawsuit or other claim against the Company or any other Company Releasees based on any event arising out of the matters released in this Paragraph 1.

Appears in 1 contract

Samples: Transition Agreement (Tractor Supply Co /De/)