Common use of FORM OF RELEASE Clause in Contracts

FORM OF RELEASE. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge Mid-Con Energy Partners L.P., (the “LP”), Mid-Con Energy GP, LLC (the “LLC”), every entity of which the LP and the LLC, together or separately, and directly or indirectly, control at least 50% of the voting or management rights or interests (all of which entities, together with the LP and the LLC, are called the “Companies”) and each of the Companies’ joint or several partners, shareholders, members, owners, associates, affiliates, subsidiaries, successors, heirs, assigns, agents, directors, officers, managers, employees, representatives, insurers, and attorneys, and all persons acting by, through, or under them, or any of them (all of which and whom are collectively called the “Released Parties”), of and from all claims, actions, causes of action in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, torts, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (“Actions”), which the undersigned now has or may hereafter have against any or all of the Released Parties by reason of any matter, cause, or thing whatsoever arising from the beginning of time to the date hereof (hereinafter called “Claims”), provided, however, that the undersigned does not release (a) any Claims for defense and/or indemnity pursuant to any obligation to defend or indemnify that exists on the date of this Release or (b) claims for vested benefits under any employee benefit plan as defined by the Employee Retirement Income Security Act of 1974 and applicable regulations, both as amended to the date of this Release (both of which (a) and (b) are called the “Excluded Claims”). The Claims released herein include, without limiting the generality of the foregoing, all Claims in any way arising out of, based upon, or related to the undersigned’s employment or termination of employment by or with any or all Released Parties; any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other benefits except for Excluded Claims relating to benefits; any claim under or with respect to all stock option, restricted stock, phantom stock or other equity-based incentive, plan of any or all Released Parties (or any related agreement to which any Released Party is a party); all alleged breaches of all express or implied contracts of employment; all alleged torts; breaches of all restrictions on all Released Parties’ rights to terminate the employment of the undersigned; and all alleged violations of all federal, state or local statutes, ordinances, laws, regulations, judicially-created rights, or other legal rights including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Equal Pay Act, the Family Medical Leave Act, the Americans With Disabilities Act, 42 U.S.C. §§ 1981 – 1986, the Older Workers’ Benefit Protection Act of 1990, the Employee Retirement Income Security Act, the National Labor Relations Act, and the Oklahoma Labor Code (40 O.S. §§ 1-101 et seq.), each as amended. Notwithstanding the foregoing, this Release shall not operate to release any rights or claims (and such rights or claims shall not be included in the definition of “Claims”) of the undersigned with respect to (i) accrued or vested benefits he may have, if any, under any applicable plan, policy, program, arrangement or agreement of any Mid-Con Entity (as defined in the Employment Agreement), including, without limitation, pursuant to any equity or long-term incentive plans, programs or agreements, (ii) indemnification and/or advancement of expenses pursuant to the corporate governance documents of any Mid-Con Entity or applicable law, or the protections of any directors’ and officers’ liability policies of any Mid-Con Entity, (iii) claims which arise after the date the undersigned executes this Release, or (iv) any Excluded Claims. The undersigned may cancel and revoke this Agreement by delivering a written revocation notice to: Mid-Con Energy Partners, L.P., Attention: Chairman of the Compensation and Governance Committee of the Board of Directors, 0000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000, by the end of business on the seventh day after the undersigned signs this Agreement (the “Deadline”). If the Deadline is a Saturday, Sunday or day on which the U.S. Postal Service does not generally deliver mail, the Deadline will extended to the close of business on the first business day after such day on which the Postal Service generally delivers mail. If I do not revoke this Agreement by the Deadline, then (a) the Companies and the undersigned waive the right to cancel or rescind this Agreement even if the other party breaches this Agreement, although the party suffering a breach may assert a claim for such breach of this Agreement and (b) the day after the Deadline will be the “Effective Date.” The undersigned warrants to the Companies that (a) the undersigned was given the opportunity to take at least 21 days to consider this Agreement, (b) the undersigned was encouraged to consult his attorney before he signed this Agreement, (c) the undersigned was encouraged to discussed this Agreement with the EEOC’s mediator, (d) the undersigned resigned on , 20 , (the “Termination Date”); (e) the undersigned is voluntarily making this Agreement; (f) no person has committed actual or economic coercion to cause the undersigned to sign this Agreement; and (g) the undersigned has been paid all compensation, overtime and other pay, and the undersigned has received all benefits, to which he is entitled from the Companies through and including the Termination Date. The undersigned warrants to the Companies that he does not know of any misrepresentation, fraud, deceit, obtaining of money by improper means, misuse of the mails, mail or wire fraud, discrimination, harassment, price-fixing, lawbreaking, breach of confidentiality, infringement on the rights of others, failure to notify or warn of defective products, manufacture, sale or lease of unsafe or defective products, or any other illegal or improper action (all of which are called “Improper Conduct”), by the Companies or anyone who is affiliated with the Companies; except that if he does have such knowledge, he has initialed here: and has provided all of the details regarding such knowledge in a written statement attached to this Agreement. (If the Companies’ copy of this Agreement does not have initials in the above blank, and does not have a statement attached to this Agreement, then the undersigned does not have any knowledge of Improper Conduct.) The undersigned understands and agrees that he is waiving all possible rights and claims against the Released Parties under the federal Age Discrimination in Employment Act of 1967 as amended (the “ADEA”) and the Older Worker’s Benefit Protection Act of 1990 (the “OWBPA”). Ten percent of the undersigned’s Severance Pay is consideration for this waiver. The undersigned’s release does not affect his right to notify a government agency of wrongdoing against him, or against others, by the Companies. Any Released Party may enforce this release of that Released Party as an intended third-party beneficiary of this Agreement. The undersigned represents and warrants that there has been no assignment or other transfer of any interest in any Claim which he may have against any or all of the Released Parties and the undersigned agrees to indemnify, pay for the defense of, and hold every and all of the Released Parties harmless, from all liabilities, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by any of all of the Released Parties as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. The indemnifications, payments for defense, and hold harmless obligations, stated in the previous sentence, are not conditioned on any Released Party’s payment before recovering from the undersigned under the previous sentence. The undersigned agrees that if he hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against any Released Party, any of the Claims released hereunder, then the undersigned shall pay every and all of the Released Parties, in addition to any other damages caused to the Released Parties thereby, all attorneys’ fees incurred by the Released Parties in defending or otherwise responding to said suit or Claim. Nothing herein shall prevent the undersigned from raising or asserting any defense in any suit, claim, proceeding or investigation brought by any of the Released Parties, and by raising or asserting any such defense, the undersigned shall not become obligated to pay attorneys’ fees under this paragraph. The undersigned further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by any Released Party, who have consistently taken the position that they have no liability whatsoever to the undersigned. The undersigned acknowledges that different or additional facts may be discovered in addition to what is now known or believed to be true by him with respect to the matters released in this Agreement, and the undersigned agrees that this Agreement shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts.

Appears in 3 contracts

Samples: Employment Agreement (Mid-Con Energy Partners, LP), Employment Agreement (Mid-Con Energy Partners, LP), Employment Agreement (Mid-Con Energy Partners, LP)

AutoNDA by SimpleDocs

FORM OF RELEASE. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge Mid-Con Energy Partners L.P.the “Releasees” hereunder, consisting of Nemus Bioscience, Inc. (the “LPCorporation”), Mid-Con Energy GP, LLC (the “LLC”), every entity of which the LP and the LLC, together or separately, and directly or indirectly, control at least 50% of the voting or management rights or interests (all of which entities, together with the LP and the LLC, are called the “Companies”) and each of the Companies’ joint or several Corporation’s partners, shareholders, members, owners, associates, affiliates, parents, subsidiaries, predecessors, successors, heirs, assigns, agents, directors, officers, managers, employees, representatives, insurers, and attorneys, and all persons acting by, through, or under them, or any of them (all of which and whom are collectively called the “Released Parties”)them, of and from any and all claims, manner of action or actions, cause or causes of action action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, tortsclaims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (“Actions”)contingent, which the undersigned now has or may hereafter have against the Releasees, or any or all of the Released Parties them, by reason of any matter, cause, or thing whatsoever arising from the beginning of time to the date hereof (hereinafter called “Claims”), provided, however, that the undersigned does not release (a) any Claims for defense and/or indemnity pursuant to any obligation to defend or indemnify that exists on the date of this Release or (b) claims for vested benefits under any employee benefit plan as defined by the Employee Retirement Income Security Act of 1974 and applicable regulations, both as amended to the date of this Release (both of which (a) and (b) are called the “Excluded Claims”). The Claims released herein include, without limiting the generality of the foregoing, all any Claims in any way arising out of, based upon, or related to the undersigned’s employment service with the Releasees, or any of them, or the termination of employment by or with any or all Released Partiesthereof; any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other benefits except for Excluded Claims relating to benefits; any claim for benefits under or with respect to all any stock option, restricted stock, phantom stock or other equity-based incentive, incentive plan of the Releasees, or any or all Released Parties of them (or any related agreement to which any Released Party Releasee is a party); all any alleged breaches breach of all any express or implied contracts contract of employmentemployment or service; all any alleged torts; breaches of all torts or other alleged legal restrictions on all Released Parties’ rights Releasee’s right to terminate the employment or service of the undersigned; and all any alleged violations violation of all any federal, state or local statutes, ordinances, laws, regulations, judicially-created rights, statute or other legal rights ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Equal Pay Act, the Family Medical Leave Act, the Americans With Disabilities Act, 42 U.S.C. §§ 1981 – 1986, the Older Workers’ Benefit Protection Act of 1990, the Employee Retirement Income Security Act, the National Labor Relations Act, the California Labor Code, the California Family Rights Act and the Oklahoma Labor Code (40 O.S. §§ 1-101 et seq.)California Fair Employment and Housing Act, each as amended. Notwithstanding the foregoing, this Release shall not operate to release any rights or claims (and such rights or claims shall not be included in the definition of “Claims”) of the undersigned (i) with respect to payments or benefits to which the undersigned may be entitled under Section 2.2 of that certain Restricted Stock Agreement dated [January 17, 2018], (iii) to accrued or vested benefits he (as of the date hereof) the undersigned may have, if any, under any applicable plan, policy, program, arrangement or agreement of any Mid-Con Entity (as defined in of the Employment Agreement), including, without limitation, pursuant to any equity or long-term incentive plans, programs or agreementsReleasees, (iiiii) for indemnification and/or advancement of expenses pursuant to arising under any indemnification agreement between the corporate governance documents undersigned and the Corporation or under the bylaws, certificate of any Mid-Con Entity or applicable law, or incorporation of other similar governing document of the protections of any directors’ and officers’ liability policies of any Mid-Con EntityCorporation, (iiivi) claims which arise after the date the undersigned executes this Release, cannot be waived by an employee under applicable law or (ivvii) any Excluded Claims. The undersigned may cancel and revoke this Agreement by delivering a written revocation notice to: Mid-Con Energy Partners, L.P., Attention: Chairman of the Compensation and Governance Committee of the Board of Directors, 0000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000, by the end of business on the seventh day after the undersigned signs this Agreement (the “Deadline”). If the Deadline is a Saturday, Sunday or day on which the U.S. Postal Service does not generally deliver mail, the Deadline will extended to the close of business on the first business day after such day on which the Postal Service generally delivers mail. If I do not revoke this Agreement by the Deadline, then (a) the Companies and the undersigned waive the right to cancel or rescind this Agreement even if the other party breaches this Agreement, although the party suffering a breach may assert a claim for such breach of this Agreement and (b) the day after the Deadline will be the “Effective Date.” The undersigned warrants to the Companies that (a) the undersigned was given the opportunity to take at least 21 days to consider this Agreement, (b) the undersigned was encouraged to consult his attorney before he signed this Agreement, (c) the undersigned was encouraged to discussed this Agreement with the EEOC’s mediator, (d) the undersigned resigned on , 20 , (the “Termination Date”); (e) the undersigned is voluntarily making this Agreement; (f) no person has committed actual or economic coercion to cause the undersigned to sign this Agreement; and (g) the undersigned has been paid all compensation, overtime and other pay, and the undersigned has received all benefits, to which he is entitled from the Companies through and including the Termination Date. The undersigned warrants to the Companies that he does not know of any misrepresentation, fraud, deceit, obtaining of money by improper means, misuse of the mails, mail or wire fraud, discrimination, harassment, price-fixing, lawbreaking, breach of confidentiality, infringement on the rights of others, failure to notify or warn of defective products, manufacture, sale or lease of unsafe or defective products, or any other illegal or improper action (all of which are called “Improper Conduct”), by the Companies or anyone who is affiliated with the Companies; except that if he does have such knowledge, he has initialed here: and has provided all of the details regarding such knowledge in a written statement attached to this Agreement. (If the Companies’ copy of this Agreement does not have initials in the above blank, and does not have a statement attached to this Agreement, then the undersigned does not have any knowledge of Improper Conduct.) The undersigned understands and agrees that he is waiving all possible rights and claims against the Released Parties under the federal Age Discrimination in Employment Act of 1967 as amended (the “ADEA”) and the Older Worker’s Benefit Protection Act of 1990 (the “OWBPA”). Ten percent of the undersigned’s Severance Pay is consideration for this waiver. The undersigned’s release does not affect his right to notify a government agency of wrongdoing against him, or against others, by the Companies. Any Released Party may enforce this release of that Released Party as an intended third-party beneficiary of this Agreement. The undersigned represents and warrants that there has been no assignment or other transfer of any interest in any Claim which he may have against any or all of the Released Parties and the undersigned agrees to indemnify, pay for the defense of, and hold every and all of the Released Parties harmless, from all liabilities, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by any of all of the Released Parties as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. The indemnifications, payments for defense, and hold harmless obligations, stated in the previous sentence, are not conditioned on any Released Party’s payment before recovering from the undersigned under the previous sentence. The undersigned agrees that if he hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against any Released Party, any of the Claims released hereunder, then the undersigned shall pay every and all of the Released Parties, in addition to any other damages caused to the Released Parties thereby, all attorneys’ fees incurred by the Released Parties in defending or otherwise responding to said suit or Claim. Nothing herein shall prevent the undersigned from raising or asserting any defense in any suit, claim, proceeding or investigation brought by any of the Released Parties, and by raising or asserting any such defense, the undersigned shall not become obligated to pay attorneys’ fees under this paragraph. The undersigned further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by any Released Party, who have consistently taken the position that they have no liability whatsoever to the undersigned. The undersigned acknowledges that different or additional facts may be discovered in addition to what is now known or believed to be true by him with respect to the matters released in this Agreementundersigned’s right to communicate directly with, and the undersigned agrees that this Agreement shall be and remain in effect in all respects as a complete and final release of the matters releasedcooperate with, notwithstanding or provide information to, any different federal, state or additional factslocal government regulator. THE UNDERSIGNED ACKNOWLEDGES THAT THE UNDERSIGNED HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS THE UNDERSIGNED MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. [IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 2 contracts

Samples: Restricted Stock Agreement (Nemus Bioscience, Inc.), Restricted Stock Agreement (Nemus Bioscience, Inc.)

FORM OF RELEASE. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge Mid-Con Energy Partners L.P., (the “LP”)Releasees” hereunder, Mid-Con Energy consisting of BreitBurn Management Company, LLC, Pro GP Corp., BreitBurn GP, LLC (the “LLCCompany”), every entity of which the LP and the LLC, together or separately, and directly or indirectly, control at least 50% of the voting or management rights or interests (all of which entities, together with the LP and the LLC, are called the “Companies”) and each of the Companies’ joint or several Company’s partners, shareholders, members, owners, associates, affiliates, subsidiaries, successors, heirs, assigns, agents, directors, officers, managers, employees, representatives, insurers, and attorneys, and all persons acting by, through, or under them, or any of them (all of which and whom are collectively called the “Released Parties”)them, of and from any and all claims, manner of action or actions, cause or causes of action action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, tortsclaims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (“Actions”), which the undersigned now has or may hereafter have against the Releasees, or any or all of the Released Parties them, by reason of any matter, cause, or thing whatsoever arising from the beginning of time to the date hereof (hereinafter called “Claims”), provided, however, that Claims shall not include any such Actions against any person or entity other than the undersigned does Company, its subsidiaries, affiliates, successors or assigns, in any case, that is not release (a) any Claims for properly the subject of defense and/or indemnity pursuant to any obligation to defend or indemnify that exists on the date of this Release or (b) claims for vested benefits under any employee benefit plan as defined by the Employee Retirement Income Security Act Company (determined without regard to whether the Company actually defends or indemnifies such action or cause of 1974 and applicable regulations, both as amended to the date of this Release action) (both of which (a) and (b) are called the “Excluded Claims”). The Claims released herein include, without limiting the generality of the foregoing, all any Claims in any way arising out of, based upon, or related to the undersigned’s employment by the Releasees, or any of them, or the termination of employment by or with any or all Released Partiesthereof; any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other benefits except for Excluded Claims relating to benefits; any claim for benefits under or with respect to all any stock option, restricted stock, phantom stock or other equity-based incentive, incentive plan of the Releasees, or any or all Released Parties of them (or any related agreement to which any Released Party Releasee is a party); all any alleged breaches breach of all any express or implied contracts contract of employment; all any alleged torts; breaches of all torts or other alleged legal restrictions on all Released Parties’ rights Releasee’s right to terminate the employment of the undersigned; and all any alleged violations violation of all any federal, state or local statutes, ordinances, laws, regulations, judicially-created rights, statute or other legal rights ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Equal Pay Act, the Family Medical Leave Act, the Americans With Disabilities Act, 42 U.S.C. §§ 1981 – 1986, the Older Workers’ Benefit Protection Act of 1990, the Employee Retirement Income Security Act, the National Labor Relations Act, the California Labor Code, the California Family Rights Act and the Oklahoma Labor Code (40 O.S. §§ 1-101 et seq.)California Fair Employment and Housing Act, each as amended. Notwithstanding the foregoing, this Release shall not operate to release any rights or claims (and such rights or claims shall not be included in the definition of “Claims”) of the undersigned (i) with respect to payments or benefits under Section 5 of that certain Employment Agreement, dated as of December 31, 2007, between BreitBurn Management Company, LLC, Pro GP Corp., BreitBurn GP, LLC and the undersigned (ithe “Employment Agreement”), (ii) with respect to Sections 7, 10 and 11 of the Employment Agreement, (iii) to accrued or vested benefits he may have, if any, under any applicable plan, policy, program, arrangement or agreement of any Mid-Con BreitBurn Entity (as defined in the Employment Agreement), including, without limitation, pursuant to any equity or long-term incentive plans, programs or agreements, (iiiv) to indemnification and/or advancement of expenses pursuant to the corporate governance documents of any Mid-Con BreitBurn Entity or applicable law, or the protections of any directorsdirector’ and officers’ liability policies of any Mid-Con BreitBurn Entity, (iiiv) with respect to claims which arise after the date the undersigned executes this Release, or (ivvi) with respect to any Excluded Claims. The undersigned may cancel and revoke this Agreement by delivering a written revocation notice toTHE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: Mid-Con Energy Partners“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, L.P., Attention: Chairman of the Compensation and Governance Committee of the Board of Directors, 0000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000, by the end of business on the seventh day after the undersigned signs this Agreement (the “Deadline”). If the Deadline is a Saturday, Sunday or day on which the U.S. Postal Service does not generally deliver mail, the Deadline will extended to the close of business on the first business day after such day on which the Postal Service generally delivers mail. If I do not revoke this Agreement by the Deadline, then (a) the Companies and the undersigned waive the right to cancel or rescind this Agreement even if the other party breaches this Agreement, although the party suffering a breach may assert a claim for such breach of this Agreement and (b) the day after the Deadline will be the “Effective DateWHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” The undersigned warrants to the Companies that (a) the undersigned was given the opportunity to take at least 21 days to consider this AgreementTHE UNDERSIGNED, (b) the undersigned was encouraged to consult his attorney before he signed this AgreementBEING AWARE OF SAID CODE SECTION, (c) the undersigned was encouraged to discussed this Agreement with the EEOC’s mediatorHEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, (d) the undersigned resigned on AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, 20 , (the “Termination Date”); (e) the undersigned is voluntarily making this Agreement; (f) no person has committed actual or economic coercion to cause the undersigned to sign this Agreement; and (g) the undersigned has been paid all compensation, overtime and other pay, and the undersigned has received all benefits, to which he is entitled from the Companies through and including the Termination Date. The undersigned warrants to the Companies that he does not know of any misrepresentation, fraud, deceit, obtaining of money by improper means, misuse of the mails, mail or wire fraud, discrimination, harassment, price-fixing, lawbreaking, breach of confidentiality, infringement on the rights of others, failure to notify or warn of defective products, manufacture, sale or lease of unsafe or defective products, or any other illegal or improper action (all of which are called “Improper Conduct”), by the Companies or anyone who is affiliated with the Companies; except that if he does have such knowledge, he has initialed here: and has provided all of the details regarding such knowledge in a written statement attached to this Agreement. (If the Companies’ copy of this Agreement does not have initials in the above blank, and does not have a statement attached to this Agreement, then the undersigned does not have any knowledge of Improper Conduct.) The undersigned understands and agrees that he is waiving all possible rights and claims against the Released Parties under the federal Age Discrimination in Employment Act of 1967 as amended (the “ADEA”) and the Older Worker’s Benefit Protection Act of 1990 (the “OWBPA”). Ten percent of the undersigned’s Severance Pay is consideration for this waiver. The undersigned’s release does not affect his right to notify a government agency of wrongdoing against him, or against others, by the Companies. Any Released Party may enforce this release of that Released Party as an intended third-party beneficiary of this Agreement. The undersigned represents and warrants that there has been no assignment or other transfer of any interest in any Claim which he may have against any or all of the Released Parties and the undersigned agrees to indemnify, pay for the defense of, and hold every and all of the Released Parties harmless, from all liabilities, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by any of all of the Released Parties as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. The indemnifications, payments for defense, and hold harmless obligations, stated in the previous sentence, are not conditioned on any Released Party’s payment before recovering from the undersigned under the previous sentence. The undersigned agrees that if he hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against any Released Party, any of the Claims released hereunder, then the undersigned shall pay every and all of the Released Parties, in addition to any other damages caused to the Released Parties thereby, all attorneys’ fees incurred by the Released Parties in defending or otherwise responding to said suit or Claim. Nothing herein shall prevent the undersigned from raising or asserting any defense in any suit, claim, proceeding or investigation brought by any of the Released Parties, and by raising or asserting any such defense, the undersigned shall not become obligated to pay attorneys’ fees under this paragraph. The undersigned further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by any Released Party, who have consistently taken the position that they have no liability whatsoever to the undersigned. The undersigned acknowledges that different or additional facts may be discovered in addition to what is now known or believed to be true by him with respect to the matters released in this Agreement, and the undersigned agrees that this Agreement shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts.THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 2 contracts

Samples: Employment Agreement (BreitBurn Energy Partners L.P.), Employment Agreement (BreitBurn Energy Partners L.P.)

FORM OF RELEASE. As used in this Release of Claims (this “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the letter agreement dated November 3, 2015, between MagnaChip Semiconductor, Ltd. (the “Company) and Xxxxxxxx X. Xxx (my “Letter Agreement”). For and in consideration of the Severance Benefit, and other good and valuable consideration, the receipt I, for and adequacy on behalf of which are myself and my executors, heirs, administrators, representatives, and assigns, hereby acknowledged, the undersigned does hereby agree to release and forever discharge Mid-Con Energy Partners L.P.the Company, (the “LP”)Parent and all of their respective predecessors, Mid-Con Energy GP, LLC (the “LLC”), every entity of which the LP and the LLC, together or separatelysuccessors, and directly or indirectlypast, control at least 50% of the voting or management rights or interests (all of which current, and future parent entities, together with the LP and the LLCaffiliates, are called the “Companies”) and each of the Companies’ joint or several partnerssubsidiary entities, investors, directors, shareholders, members, ownersofficers, associatesgeneral or limited partners, affiliatesemployees, subsidiaries, successors, heirs, assignsattorneys, agents, directors, officers, managers, employees, and representatives, insurersand the employee benefit plans in which I am or have been a participant by virtue of my employment with or service to the Company (collectively, and attorneys, and all persons acting by, through, or under them, or any of them (all of which and whom are collectively called the “Released PartiesCompany Releasees”), of from any and from all claims, actions, causes of action in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, torts, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (“Actions”), which the undersigned now has claims that I have or may hereafter have had against the Company Releasees based on any events or all of the Released Parties by reason of any matter, cause, circumstances arising or thing whatsoever arising from the beginning of time occurring on or prior to the date hereof (hereinafter called “Claims”), provided, however, that the undersigned does not release (a) any Claims for defense and/or indemnity pursuant to any obligation to defend and arising directly or indemnify that exists on the date of this Release or (b) claims for vested benefits under any employee benefit plan as defined by the Employee Retirement Income Security Act of 1974 and applicable regulations, both as amended to the date of this Release (both of which (a) and (b) are called the “Excluded Claims”). The Claims released herein include, without limiting the generality of the foregoing, all Claims in any way arising indirectly out of, based uponrelating to, or related to the undersigned’s employment or termination of in any other way involving in any manner whatsoever my employment by or with service to the Company or the termination thereof, including without limitation any and all claims arising under national, federal, provincial, state, or all Released Parties; any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other benefits except for Excluded Claims local laws relating to benefits; any claim under or with respect to all stock optionemployment, restricted stockincluding without limitation claims of wrongful discharge, phantom stock or other equity-based incentive, plan breach of any or all Released Parties (or any related agreement to which any Released Party is a party); all alleged breaches of all express or implied contracts contract, fraud, misrepresentation, defamation, intentional infliction of employment; all alleged torts; breaches of all restrictions on all Released Parties’ rights to terminate the employment of the undersigned; and all alleged violations of all federalemotional distress, state or local statutes, ordinances, laws, regulations, judicially-created rightswhistleblowing, or other legal rights liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Americans With Disabilities Act, 42 U.S.C. §§ 1981 – 1986, the Older Workers’ Benefit Protection Fair Labor Standards Act of 19901938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, the National Labor Relations Actas amended, and the Oklahoma Labor Code (40 O.S. §29 U.S.C. § 1-101 1001 et seq.; and any similar national, provincial, state, or local laws of the United States, the Republic of Korea or any other jurisdiction. I agree further that this Release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by me or my descendants, dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph and that I have not filed any claim against any of the Releasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as amendedrequired by law; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”). Further, I understand that, by executing this Release, I will be limiting the availability of certain remedies that I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, this Release shall I do not operate to release any rights or claims (and such rights or claims shall not be included in the definition of “Claims”) of the undersigned with respect to (i) accrued or vested benefits he may have, if any, under any applicable plan, policy, program, arrangement or agreement claims to receive the Severance Benefit in accordance with the terms of any Mid-Con Entity (as defined in the Employment Letter Agreement), including, without limitation, pursuant to any equity or long-term incentive plans, programs or agreements, (ii) claims for indemnification and/or advancement arising under any applicable indemnification obligation of expenses pursuant to the corporate governance documents of any Mid-Con Entity Company or applicable law, or the protections of any directors’ and officers’ liability policies of any Mid-Con Entity, (iii) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (a) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of the waiver of my claims under the ADEA (but no other portion of such waiver); or (b) initiating or participating in an investigation or proceeding conducted by the EEOC. I acknowledge that I have been given at least [21]/[45]1 days in which arise after to consider this Release. I acknowledge further that the date the undersigned executes Company has advised me to consult with an attorney of my choice before signing this Release, or and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (iv) if any), and that I voluntarily waive any Excluded Claimsremaining consideration period. The undersigned may cancel I understand that after executing this Release, I have the right to revoke it within seven days after its execution. I understand that this Release will not become effective and revoke this Agreement by delivering a written enforceable unless the seven-day revocation notice to: Mid-Con Energy Partners, L.P., Attention: Chairman of the Compensation period passes and Governance Committee of the Board of Directors, 0000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000, by the end of business on the seventh day after the undersigned signs this Agreement (the “Deadline”). If the Deadline is a Saturday, Sunday or day on which the U.S. Postal Service does not generally deliver mail, the Deadline will extended to the close of business on the first business day after such day on which the Postal Service generally delivers mail. If I do not revoke the Release in writing. I understand that this Agreement by Release may not be revoked after the Deadline, then (a) the Companies and the undersigned waive the right to cancel or rescind this Agreement even if the other party breaches this Agreement, although the party suffering a breach may assert a claim for such breach seven-day revocation period has passed. I understand also that any revocation of this Agreement Release must be made in writing and (b) delivered to the Company at its principal place of business within the seven-day period. This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the Deadline Severance Benefit unless this Release is effective on or before the date that is 60 days following the date of my termination of employment. I hereby agree to waive any and all claims to re-employment with the Company or any of its affiliates and affirmatively agree not to seek further employment with the Company or any of its affiliates. The provisions of this Release will be binding upon my heirs, executors, administrators, legal representatives, and assigns. If any provision of this Release will be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision will be of no force or effect. The illegality or unenforceability of such provision, however, will have no effect upon and will not impair the “Effective Date.” The undersigned warrants enforceability of any other provision of this Release. This Release will be governed in accordance with the laws of the State of Delaware, without reference to the Companies that (a) the undersigned was given the opportunity to take at least 21 days to consider this Agreement, (b) the undersigned was encouraged to consult his attorney before he signed this Agreement, (c) the undersigned was encouraged to discussed this Agreement with the EEOC’s mediator, (d) the undersigned resigned on , 20 , (the “Termination Date”); (e) the undersigned is voluntarily making this Agreement; (f) no person has committed actual principles of conflicts of law. Any dispute or economic coercion to cause the undersigned to sign this Agreement; and (g) the undersigned has been paid all compensation, overtime and other pay, and the undersigned has received all benefits, to which he is entitled from the Companies through and including the Termination Date. The undersigned warrants to the Companies that he does not know claim arising out of any misrepresentation, fraud, deceit, obtaining of money by improper means, misuse of the mails, mail or wire fraud, discrimination, harassment, price-fixing, lawbreaking, breach of confidentiality, infringement on the rights of others, failure to notify or warn of defective products, manufacture, sale or lease of unsafe or defective products, or any other illegal or improper action (all of which are called “Improper Conduct”), by the Companies or anyone who is affiliated with the Companies; except that if he does have such knowledge, he has initialed here: and has provided all of the details regarding such knowledge in a written statement attached relating to this Agreement. (If the Companies’ copy Release or claim of this Agreement does not have initials breach hereof will be brought exclusively in the above blank, and does not have a statement attached to this Agreement, then United States District Court for 1 NTD: To be selected based on whether applicable termination was “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the undersigned does not have any knowledge of Improper Conduct.) The undersigned understands and agrees that he is waiving all possible rights and claims against the Released Parties under the federal Age Discrimination in Employment Act of 1967 as amended (the “ADEA”) and the Older Worker’s Benefit Protection Act of 1990 (the “OWBPA”1967). Ten percent the District of Delaware to the undersigned’s Severance Pay is consideration for this waiver. The undersigned’s release extent that federal jurisdiction exists, and in the Delaware Chancery Court to the extent that federal jurisdiction does not affect his exist. By execution of this Release, I am waiving any right to notify a government agency of wrongdoing against him, or against others, trial by the Companies. Any Released Party may enforce this release of that Released Party as an intended third-party beneficiary of this Agreement. The undersigned represents and warrants that there has been no assignment or other transfer of any interest jury in any Claim which he may have against any or all of the Released Parties and the undersigned agrees to indemnify, pay for the defense of, and hold every and all of the Released Parties harmless, from all liabilities, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by any of all of the Released Parties as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. The indemnifications, payments for defense, and hold harmless obligations, stated in the previous sentence, are not conditioned on any Released Party’s payment before recovering from the undersigned under the previous sentence. The undersigned agrees that if he hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against any Released Party, any of the Claims released hereunder, then the undersigned shall pay every and all of the Released Parties, in addition to any other damages caused to the Released Parties thereby, all attorneys’ fees incurred by the Released Parties in defending or otherwise responding to said suit or Claim. Nothing herein shall prevent the undersigned from raising or asserting any defense in connection with any suit, claimaction, or proceeding under or investigation brought by any of the Released Parties, and by raising or asserting any such defense, the undersigned shall not become obligated to pay attorneys’ fees under in connection with this paragraphRelease. The undersigned further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by any Released Party, who have consistently taken the position that they have no liability whatsoever to the undersigned. The undersigned acknowledges that different or additional facts may be discovered in addition to what is now known or believed to be true by him with respect to the matters released in this Agreement, and the undersigned agrees that this Agreement shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts.Xxxxxxxx X. Xxx

Appears in 2 contracts

Samples: MAGNACHIP SEMICONDUCTOR Corp, MAGNACHIP SEMICONDUCTOR Corp

FORM OF RELEASE. For valuable consideration1. In further consideration of the compensation and benefits provided by Radian Group Inc. (“Radian”) to Sumita Pxxxxx (xxxxxxer with her heirs, administrators, representatives, executors, legatees, successors, agents and assigns in their capacities as such “Executive”) pursuant to the receipt Severance Agreement between Executive and adequacy Radian effective as of March 6, 2023, to which are hereby acknowledged, the undersigned does hereby release and forever discharge Mid-Con Energy Partners L.P., this Exhibit A is attached (the “LPAgreement”), Mid-Con Energy GPthe Executive hereby agrees, LLC subject to and without waiving any rights identified in Section 9(c) of the Agreement, to the maximum extent permitted by law, to irrevocably and unconditionally RELEASE AND FOREVER DISCHARGE Radian and its subsidiaries (together, the “LLC”), every entity of which the LP and the LLC, together or separately, and directly or indirectly, control at least 50% of the voting or management rights or interests (all of which entities, together with the LP and the LLC, are called the “CompaniesCompany”) and each of the Companies’ joint its and their past or several partnerspresent parents, shareholders, members, owners, associates, subsidiaries and affiliates, subsidiariestheir past or present officers, successorsdirectors, stockholders, employees and agents, their respective successors and assigns, heirs, assignsexecutors and administrators, agentsthe pension and employee benefit plans of the Company and of the Company’s past or present parents, directors, officers, managers, employees, representatives, insurerssubsidiaries or affiliates, and attorneysthe past or present trustees, administrators, agents or employees of all such pension and all persons acting by, through, or under them, or any of them employee benefit plans (all of which and whom are hereinafter collectively called included within the term the “Released Parties”), acting in any capacity whatsoever, of and from any and all claims, manner of actions and causes of actions, causes of action suits, debts, claims and demands whatsoever in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, torts, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknown, fixed or contingent (“Actions”), which the undersigned Executive ever had, now has has, or may hereafter have, or which the Executive’s heirs, executors or administrators may have against any or all of the Released Parties Parties, by reason of any matter, cause, cause or thing whatsoever arising from the beginning of time the Executive’s employment with the Company to and including the date hereof on which the Executive executes this release of claims (hereinafter called ClaimsRelease”), providedand particularly, however, that the undersigned does not release (a) any Claims for defense and/or indemnity pursuant to any obligation to defend or indemnify that exists on the date of this Release or (b) claims for vested benefits under any employee benefit plan as defined by the Employee Retirement Income Security Act of 1974 and applicable regulations, both as amended to the date of this Release (both of which (a) and (b) are called the “Excluded Claims”). The Claims released herein include, but without limiting the generality limitation of the foregoingforegoing general terms, all Claims any claims arising from or relating in any way arising out ofto the Executive’s employment relationship and/or the termination of the Executive’s employment relationship with the Company, based uponincluding but not limited to, any claims which have been asserted, could have been asserted, or related to could be asserted now or in the undersigned’s employment or termination of employment by or with any or all Released Parties; future, which includes any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other benefits except for Excluded Claims relating to benefits; right based upon or arising under any claim under or with respect to all stock option, restricted stock, phantom stock or other equity-based incentive, plan of any or all Released Parties (or any related agreement to which any Released Party is a party); all alleged breaches of all express or implied contracts of employment; all alleged torts; breaches of all restrictions on all Released Parties’ rights to terminate the employment of the undersigned; and all alleged violations of all federal, state or local statutes, ordinances, fair employment practices or equal opportunity laws, regulations, judicially-created rights, or other legal rights including, without limitationbut not limited to, any claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment ActFamily and Medical Leave Act of 1993, the Equal Pay Act, the Family Medical Leave Employee Retirement Income Security Act (“ERISA”) (including, but not limited to, claims for breach of fiduciary duty under ERISA), the Americans with Disabilities Act, the Americans With Disabilities Act, 42 U.S.C. §§ 1981 – 1986Age Discrimination in Employment Act (“ADEA”), the Older Workers’ Benefit Protection Act of 1990, the Employee Retirement Income Security Act, the National Labor Relations Act, and the Oklahoma Labor Code (40 O.S. §§ 1-101 et seq.), each as amended. Notwithstanding the foregoing, this Release shall not operate to release any rights or claims (and such rights or claims shall not be included in the definition of “Claims”) of the undersigned with respect to (i) accrued or vested benefits he may have, if any, under any applicable plan, policy, program, arrangement or agreement of any Mid-Con Entity (as defined in the Employment Agreement), including, without limitation, pursuant to any equity or long-term incentive plans, programs or agreements, (ii) indemnification and/or advancement of expenses pursuant to the corporate governance documents of any Mid-Con Entity or applicable law, or the protections of any directors’ and officers’ liability policies of any Mid-Con Entity, (iii) claims which arise after the date the undersigned executes this Release, or (iv) any Excluded Claims. The undersigned may cancel and revoke this Agreement by delivering a written revocation notice to: Mid-Con Energy Partners, L.P., Attention: Chairman of the Compensation and Governance Committee of the Board of Directors, 0000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000, by the end of business on the seventh day after the undersigned signs this Agreement (the “Deadline”). If the Deadline is a Saturday, Sunday or day on which the U.S. Postal Service does not generally deliver mail, the Deadline will extended to the close of business on the first business day after such day on which the Postal Service generally delivers mail. If I do not revoke this Agreement by the Deadline, then (a) the Companies and the undersigned waive the right to cancel or rescind this Agreement even if the other party breaches this Agreement, although the party suffering a breach may assert a claim for such breach of this Agreement and (b) the day after the Deadline will be the “Effective Date.” The undersigned warrants to the Companies that (a) the undersigned was given the opportunity to take at least 21 days to consider this Agreement, (b) the undersigned was encouraged to consult his attorney before he signed this Agreement, (c) the undersigned was encouraged to discussed this Agreement with the EEOC’s mediator, (d) the undersigned resigned on , 20 , (the “Termination Date”); (e) the undersigned is voluntarily making this Agreement; (f) no person has committed actual or economic coercion to cause the undersigned to sign this Agreement; and (g) the undersigned has been paid all compensation, overtime and other pay, and the undersigned has received all benefits, to which he is entitled from the Companies through and including the Termination Date. The undersigned warrants to the Companies that he does not know of any misrepresentation, fraud, deceit, obtaining of money by improper means, misuse of the mails, mail or wire fraud, discrimination, harassment, price-fixing, lawbreaking, breach of confidentiality, infringement on the rights of others, failure to notify or warn of defective products, manufacture, sale or lease of unsafe or defective products, or any other illegal or improper action (all of which are called “Improper Conduct”), by the Companies or anyone who is affiliated with the Companies; except that if he does have such knowledge, he has initialed here: and has provided all of the details regarding such knowledge in a written statement attached to this Agreement. (If the Companies’ copy of this Agreement does not have initials in the above blank, and does not have a statement attached to this Agreement, then the undersigned does not have any knowledge of Improper Conduct.) The undersigned understands and agrees that he is waiving all possible rights and claims against the Released Parties under the federal Age Discrimination in Employment Act of 1967 as amended (the “ADEA”) and the Older Worker’s Benefit Protection Act of 1990 (the “OWBPA”). Ten percent , Pennsylvania Human Relations Act, Pennsylvania Equal Pay Law, Pennsylvania Whistleblower Law, if applicable, Pennsylvania Pregnancy Guidelines of the undersignedHuman Relations Commission, if applicable, California’s Severance Fair Employment and Housing Act, the Unruh Cixxx Xights Act, the California Business and Professions Code, California Equal Pay is consideration for this waiver. The undersignedLaw, California Whistleblower Protection Laws, California Family Rights Act, California Pregnancy Disability Leave Law, if applicable, California Fair Pay Act, California WARN Act, California Civil Code, California Labor Code (except as prohibited by law), wrongful termination in violation of public policy (Tameny cxxxxx), including all amendments thereto, and any other federal, state or local statutes or common law under which the Executive can waive the Executive’s release does not affect his right to notify a government agency of wrongdoing against himrights, or against others, by the Companies. Any Released Party may enforce this release of that Released Party as an intended third-party beneficiary of this Agreement. The undersigned represents and warrants that there has been no assignment or other transfer of any interest in any Claim which he may have against any or all of contracts between the Released Parties and the undersigned agrees to indemnify, pay for the defense ofExecutive, and hold every all claims for counsel fees and all costs.1 The Executive acknowledges that the Executive has not made any claims or allegations related to sexual harassment or sexual abuse and none of the Released Parties harmless, from all liabilities, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by any of all payments set forth in the Agreement are related to sexual harassment or sexual abuse. 1 To be updated for applicable state law as of the Released Parties as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. The indemnifications, payments for defense, and hold harmless obligations, stated in the previous sentence, are not conditioned on any Released Party’s payment before recovering from the undersigned under the previous sentence. The undersigned agrees that if he hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against any Released Party, any of the Claims released hereunder, then the undersigned shall pay every and all of the Released Parties, in addition to any other damages caused to the Released Parties thereby, all attorneys’ fees incurred by the Released Parties in defending or otherwise responding to said suit or Claim. Nothing herein shall prevent the undersigned from raising or asserting any defense in any suit, claim, proceeding or investigation brought by any of the Released Parties, and by raising or asserting any such defense, the undersigned shall not become obligated to pay attorneys’ fees under this paragraph. The undersigned further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by any Released Party, who have consistently taken the position that they have no liability whatsoever to the undersigned. The undersigned acknowledges that different or additional facts may be discovered in addition to what is now known or believed to be true by him with respect to the matters released in this Agreement, and the undersigned agrees that this Agreement shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional factsTermination Date.

Appears in 1 contract

Samples: Severance Agreement (Radian Group Inc)

FORM OF RELEASE. For valuable considerationGENERAL RELEASE OF CLAIMS 1. _______________ (“Executive”), for himself and his family, heirs, executors, administrators, legal representatives and their respective successors and assigns, in exchange for the receipt and adequacy consideration received pursuant to Sections 6(e) or 6(f) (other than the Accrued Obligations) of the Employment Agreement to which are hereby acknowledgedthis release is attached as Exhibit A (the “Employment Agreement”), the undersigned does hereby release and forever discharge Mid-Con Energy Partners L.P., _____________________ (the “LPCompany”), Mid-Con Energy GPits subsidiaries, LLC (the “LLC”)affiliated companies, every entity of which the LP successors and the LLC, together or separatelyassigns, and directly its current or indirectly, control at least 50% of the voting or management rights or interests (all of which entities, together with the LP and the LLC, are called the “Companies”) and each of the Companies’ joint or several partners, shareholders, members, owners, associates, affiliates, subsidiaries, successors, heirs, assigns, agents, former directors, officers, managers, employees, representativesshareholders or agents in such capacities (collectively with the Company, insurers, and attorneys, and all persons acting by, through, or under them, or any of them (all of which and whom are collectively called the “Released Parties”), of ) from any and from all claims, actions, causes of action in law or in equityaction, suits, debtscontroversies, liens, contracts, agreements, promises, liability, torts, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature claims and demands whatsoever, known for or unknown, fixed or contingent (“Actions”), which the undersigned now has or may hereafter have against any or all of the Released Parties by reason of any matter, causecause or thing whatsoever, whether known or unknown including, but not limited to, all claims under any applicable laws arising under or in connection with Executive’s employment or termination thereof, whether for tort, breach of express or implied employment contract, wrongful discharge, intentional infliction of emotional distress, or thing whatsoever arising from defamation or injuries incurred on the beginning job or incurred as a result of time to the date hereof (hereinafter called “Claims”), provided, however, loss of employment. Executive acknowledges that the undersigned does not release Company encouraged her to consult with an attorney of his choosing, and through this General Release of Claims encourages her to consult with his attorney with respect to possible claims under the Age Discrimination in Employment Act (a“ADEA”) any Claims for defense and/or indemnity pursuant to any obligation to defend or indemnify and that exists she understands that the ADEA is a Federal statute that, among other things, prohibits discrimination on the date basis of this Release or (b) claims for vested age in employment and employee benefits under any employee and benefit plan as defined by the Employee Retirement Income Security Act of 1974 and applicable regulations, both as amended to the date of this Release (both of which (a) and (b) are called the “Excluded Claims”)plans. The Claims released herein include, without Without limiting the generality of the foregoingrelease provided above, Executive expressly waives any and all claims under ADEA that she may have as of the date hereof. Executive further understands that by signing this General Release of Claims she is in any way arising out offact waiving, based upon, or related to the undersigned’s employment or termination of employment by or with any or all Released Parties; any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other benefits except for Excluded Claims relating to benefits; releasing and forever giving up any claim under the ADEA as well as all other laws within the scope of this paragraph 1 that may have existed on or with respect prior to all stock optionthe date hereof. Notwithstanding anything in this paragraph 1 to the contrary, restricted stockthis General Release of Claims shall not apply to (i) any rights to receive any payments or benefits to which the Executive is entitled under COBRA, phantom stock or other equity-based incentive, plan of any or all Released Parties (the Employment Agreement or any related agreement other compensation or employee benefit plans in which the Executive is eligible to which any Released Party is a party); all alleged breaches participate at the time of all express or implied contracts execution of employment; all alleged torts; breaches this General Release of all restrictions on all Released Parties’ rights to terminate the employment of the undersigned; and all alleged violations of all federalClaims, state or local statutes, ordinances, laws, regulations, judicially-created rights, or other legal rights including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Equal Pay Act, the Family Medical Leave Act, the Americans With Disabilities Act, 42 U.S.C. §§ 1981 – 1986, the Older Workers’ Benefit Protection Act of 1990, the Employee Retirement Income Security Act, the National Labor Relations Act, and the Oklahoma Labor Code (40 O.S. §§ 1-101 et seq.), each as amended. Notwithstanding the foregoing, this Release shall not operate to release ii) any rights or claims that may arise as a result of events occurring after the date this General Release of Claims is executed, (iii) any indemnification and such advancement rights Executive may have as a former employee, officer or claims shall not be included in the definition of “Claims”) director of the undersigned with respect to (i) accrued Company or vested benefits he may have, if any, under any applicable plan, policy, program, arrangement its subsidiaries or agreement of any Mid-Con Entity (as defined in the Employment Agreement), including, without limitation, pursuant to any equity or long-term incentive plans, programs or agreementsaffiliated companies, (iiiv) indemnification and/or advancement of expenses pursuant to the corporate governance documents of any Mid-Con Entity or applicable law, or the protections of claims for benefits under any directors’ and officers’ liability policies policy maintained by the Company or its subsidiaries or affiliated companies in accordance with the terms of any Mid-Con Entitysuch policy, and (iii) claims which arise after the date the undersigned executes this Release, or (ivv) any Excluded Claims. The undersigned may cancel and revoke this Agreement by delivering rights as a written revocation notice to: Mid-Con Energy Partners, L.P., Attention: Chairman holder of equity securities of the Compensation and Governance Committee of the Board of Directors, 0000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000, by the end of business on the seventh day after the undersigned signs this Agreement (the “Deadline”). If the Deadline is a Saturday, Sunday or day on which the U.S. Postal Service does not generally deliver mail, the Deadline will extended to the close of business on the first business day after such day on which the Postal Service generally delivers mail. If I do not revoke this Agreement by the Deadline, then (a) the Companies and the undersigned waive the right to cancel or rescind this Agreement even if the other party breaches this Agreement, although the party suffering a breach may assert a claim for such breach of this Agreement and (b) the day after the Deadline will be the “Effective DateCompany.” The undersigned warrants to the Companies that (a) the undersigned was given the opportunity to take at least 21 days to consider this Agreement, (b) the undersigned was encouraged to consult his attorney before he signed this Agreement, (c) the undersigned was encouraged to discussed this Agreement with the EEOC’s mediator, (d) the undersigned resigned on , 20 , (the “Termination Date”); (e) the undersigned is voluntarily making this Agreement; (f) no person has committed actual or economic coercion to cause the undersigned to sign this Agreement; and (g) the undersigned has been paid all compensation, overtime and other pay, and the undersigned has received all benefits, to which he is entitled from the Companies through and including the Termination Date. The undersigned warrants to the Companies that he does not know of any misrepresentation, fraud, deceit, obtaining of money by improper means, misuse of the mails, mail or wire fraud, discrimination, harassment, price-fixing, lawbreaking, breach of confidentiality, infringement on the rights of others, failure to notify or warn of defective products, manufacture, sale or lease of unsafe or defective products, or any other illegal or improper action (all of which are called “Improper Conduct”), by the Companies or anyone who is affiliated with the Companies; except that if he does have such knowledge, he has initialed here: and has provided all of the details regarding such knowledge in a written statement attached to this Agreement. (If the Companies’ copy of this Agreement does not have initials in the above blank, and does not have a statement attached to this Agreement, then the undersigned does not have any knowledge of Improper Conduct.) The undersigned understands and agrees that he is waiving all possible rights and claims against the Released Parties under the federal Age Discrimination in Employment Act of 1967 as amended (the “ADEA”) and the Older Worker’s Benefit Protection Act of 1990 (the “OWBPA”). Ten percent of the undersigned’s Severance Pay is consideration for this waiver. The undersigned’s release does not affect his right to notify a government agency of wrongdoing against him, or against others, by the Companies. Any Released Party may enforce this release of that Released Party as an intended third-party beneficiary of this Agreement. The undersigned represents and warrants that there has been no assignment or other transfer of any interest in any Claim which he may have against any or all of the Released Parties and the undersigned agrees to indemnify, pay for the defense of, and hold every and all of the Released Parties harmless, from all liabilities, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by any of all of the Released Parties as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. The indemnifications, payments for defense, and hold harmless obligations, stated in the previous sentence, are not conditioned on any Released Party’s payment before recovering from the undersigned under the previous sentence. The undersigned agrees that if he hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against any Released Party, any of the Claims released hereunder, then the undersigned shall pay every and all of the Released Parties, in addition to any other damages caused to the Released Parties thereby, all attorneys’ fees incurred by the Released Parties in defending or otherwise responding to said suit or Claim. Nothing herein shall prevent the undersigned from raising or asserting any defense in any suit, claim, proceeding or investigation brought by any of the Released Parties, and by raising or asserting any such defense, the undersigned shall not become obligated to pay attorneys’ fees under this paragraph. The undersigned further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by any Released Party, who have consistently taken the position that they have no liability whatsoever to the undersigned. The undersigned acknowledges that different or additional facts may be discovered in addition to what is now known or believed to be true by him with respect to the matters released in this Agreement, and the undersigned agrees that this Agreement shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts.

Appears in 1 contract

Samples: Employment Agreement (Insmed Inc)

FORM OF RELEASE. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge Mid-Con Energy Partners L.P., Xxxxx Xxxxxxxx (the “LPExecutive”) agrees for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, hereby forever to release, discharge, and covenant not to xxx Summit Midstream Partners, LLC, a Delaware limited liability company (the “Company”), Mid-Con Energy GPand any of its past, LLC (the “LLC”)present, every entity of which the LP and the LLCor future parent, together or separatelyaffiliated, related, and/or subsidiary entities, and directly or indirectly, control at least 50% all of the voting or management rights or interests (all of which entities, together with the LP past and the LLC, are called the “Companies”) and each of the Companies’ joint or several partnerspresent directors, shareholders, members, owners, associates, affiliates, subsidiaries, successors, heirs, assigns, agents, directors, officers, managersgeneral or limited partners, employees, representatives, insurersagents, and attorneys, and all persons acting byagents and representatives of such entities, throughand employee benefit plans in which the Executive is or has been a participant by virtue of his employment with the Company (collectively, or under them, or any of them (all of which and whom are collectively called the “Released PartiesReleasees”), of from any and from all claims, actionsdebts, demands, accounts, judgments, rights, causes of action action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, torts, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed asserted or contingent (“Actions”)unasserted, suspected or unsuspected, which the undersigned now Executive has or may hereafter have had against such Releasees based on any events or all of the Released Parties by reason of any matter, cause, circumstances arising or thing whatsoever arising from the beginning of time occurring on or prior to the date hereof this release (hereinafter called the ClaimsRelease)) is executed, providedarising directly or indirectly out of, howeverrelating to, that the undersigned does not release or in any other way involving in any manner whatsoever, (a) any Claims for defense and/or indemnity pursuant to any obligation to defend the Executive’s employment with the Company or indemnify that exists on its subsidiaries or the date of this Release termination thereof or (b) claims for vested benefits under the Executive’s status at any employee benefit plan time as defined by the Employee Retirement Income Security Act a holder of 1974 and applicable regulations, both as amended to the date of this Release (both of which (a) and (b) are called the “Excluded Claims”). The Claims released herein include, without limiting the generality any securities of the foregoingCompany, and any and all Claims in any way claims arising out ofunder federal, based uponstate, or related to the undersigned’s employment or termination of employment by or with any or all Released Parties; any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other benefits except for Excluded Claims local laws relating to benefits; any claim under employment, or with respect to all stock optionsecurities, restricted stockincluding without limitation claims of wrongful discharge, phantom stock or other equity-based incentive, plan breach of any or all Released Parties (or any related agreement to which any Released Party is a party); all alleged breaches of all express or implied contracts of employment; all alleged torts; breaches of all restrictions on all Released Parties’ rights to terminate the employment of the undersigned; and all alleged violations of all federalcontract, state or local statutesfraud, ordinancesmisrepresentation, laws, regulations, judicially-created rightsdefamation, or other legal rights includingliability in tort, without limitationclaims of any kind that may be brought in any court or administrative agency, any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Equal Pay Americans with Disabilities Act, the Family Medical Leave Fair Labor Standards Act, the Americans With Disabilities Act, 42 U.S.C. §§ 1981 – 1986, the Older Workers’ Benefit Protection Act of 1990, the Employee Retirement Income Security Act, the National Labor Relations Family and Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Xxxxxxxx-Xxxxx Act, and similar state or local statutes, ordinances, and regulations; provided, however, notwithstanding anything to the Oklahoma Labor Code (40 O.S. §§ 1-101 et seq.)contrary set forth herein, each as amended. Notwithstanding the foregoing, that this Release shall not operate to release any rights or claims (and such rights or claims shall not be included in the definition of “Claims”) of the undersigned with respect extend to (i) accrued benefit claims under employee pension or vested benefits he may have, if any, under any applicable plan, policy, program, arrangement welfare benefit plans in which the Executive is a participant by virtue of his employment with the Company or agreement of any Mid-Con Entity (as defined in the Employment Agreement), including, without limitation, pursuant to any equity or long-term incentive plans, programs or agreementsits subsidiaries, (ii) indemnification and/or advancement any rights under that certain Amended and Restated Employment Agreement, dated as of expenses pursuant to February 1, 2016, by and between the corporate governance documents of any Mid-Con Entity or applicable law, or Company and the protections of any directors’ and officers’ liability policies of any Mid-Con EntityExecutive, (iii) claims which arise after any rights of indemnification the date Executive may have under any written agreement between the undersigned executes this ReleaseExecutive and the Company (or its affiliates), the Company’s Certificate of Incorporation, the Partnership’s LP Agreement, the General Corporation Law of the State of Delaware, any applicable statute or common law, or pursuant to any applicable insurance policy, (iv) unemployment compensation, (v) contractual rights to vested equity awards, (vi) COBRA benefits and (viii) any Excluded Claimsrights that may not be waived as a matter of law. The undersigned may cancel and revoke Executive understands that this Agreement by delivering Release includes a written revocation notice to: Mid-Con Energy Partners, L.P., Attention: Chairman release of the Compensation and Governance Committee of the Board of Directors, 0000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000, by the end of business on the seventh day after the undersigned signs this Agreement (the “Deadline”). If the Deadline is a Saturday, Sunday or day on which the U.S. Postal Service does not generally deliver mail, the Deadline will extended to the close of business on the first business day after such day on which the Postal Service generally delivers mail. If I do not revoke this Agreement by the Deadline, then (a) the Companies and the undersigned waive the right to cancel or rescind this Agreement even if the other party breaches this Agreement, although the party suffering a breach may assert a claim for such breach of this Agreement and (b) the day after the Deadline will be the “Effective Date.” The undersigned warrants to the Companies that (a) the undersigned was given the opportunity to take at least 21 days to consider this Agreement, (b) the undersigned was encouraged to consult his attorney before he signed this Agreement, (c) the undersigned was encouraged to discussed this Agreement with the EEOC’s mediator, (d) the undersigned resigned on , 20 , (the “Termination Date”); (e) the undersigned is voluntarily making this Agreement; (f) no person has committed actual or economic coercion to cause the undersigned to sign this Agreement; and (g) the undersigned has been paid all compensation, overtime and other pay, and the undersigned has received all benefits, to which he is entitled from the Companies through and including the Termination Date. The undersigned warrants to the Companies that he does not know of any misrepresentation, fraud, deceit, obtaining of money by improper means, misuse of the mails, mail or wire fraud, discrimination, harassment, price-fixing, lawbreaking, breach of confidentiality, infringement on the rights of others, failure to notify or warn of defective products, manufacture, sale or lease of unsafe or defective products, or any other illegal or improper action (all of which are called “Improper Conduct”), by the Companies or anyone who is affiliated with the Companies; except that if he does have such knowledge, he has initialed here: and has provided all of the details regarding such knowledge in a written statement attached to this Agreement. (If the Companies’ copy of this Agreement does not have initials in the above blank, and does not have a statement attached to this Agreement, then the undersigned does not have any knowledge of Improper Conduct.) The undersigned understands and agrees that he is waiving all possible rights and claims against the Released Parties arising under the federal Age Discrimination in Employment Act of 1967 as amended (the “ADEA”) and the Older Worker’s Benefit Protection Act of 1990 (the “OWBPA”). Ten percent of the undersigned’s Severance Pay is consideration for this waiver. The undersigned’s release does not affect his right to notify a government agency of wrongdoing against him, or against others, by the Companies. Any Released Party may enforce this release of that Released Party as an intended third-party beneficiary of this Agreement. The undersigned represents Executive understands and warrants that there he has been no assignment or other transfer given a period of any interest in any Claim which 21 days to review and consider this Release. The Executive further warrants that he understands that he may have against any use as much or all of the Released Parties and the undersigned agrees to indemnify, pay for the defense ofhis 21-day period as he wishes before signing, and hold every and all of the Released Parties harmless, from all liabilities, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by any of all of the Released Parties as the result of any such assignment or transfer or any rights or Claims under any such assignment or transferwarrants that he has done so. The indemnificationsExecutive further warrants that he understands that, payments for defense, and hold harmless obligations, stated in the previous sentence, are not conditioned on any Released Party’s payment before recovering from the undersigned under the previous sentence. The undersigned agrees that if he hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against any Released Party, any of the Claims released hereunder, then the undersigned shall pay every and all of the Released Parties, in addition to any other damages caused to the Released Parties thereby, all attorneys’ fees incurred by the Released Parties in defending or otherwise responding to said suit or Claim. Nothing herein shall prevent the undersigned from raising or asserting any defense in any suit, claim, proceeding or investigation brought by any of the Released Parties, and by raising or asserting any such defense, the undersigned shall not become obligated to pay attorneys’ fees under this paragraph. The undersigned further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by any Released Party, who have consistently taken the position that they have no liability whatsoever to the undersigned. The undersigned acknowledges that different or additional facts may be discovered in addition to what is now known or believed to be true by him with respect to the matters released in this Agreement, and the undersigned agrees that this Agreement shall be and remain in effect in all respects as a complete and final release of age discrimination claims only, he has a period of EXHIBIT 10.1 seven days after executing on the matters releasedsecond signature line below to revoke the release of age discrimination claims by notice in writing to the Company. The Executive is hereby advised to consult with an attorney prior to executing this Release. By his signature below, notwithstanding any different or additional facts.the Executive warrants that he has had the opportunity to do so and to be fully and fairly advised by that legal counsel as to the terms of this Release. ACKNOWLEDGEMENT (AS TO ALL CLAIMS OTHER THAN AGE DISCRIMINATION CLAIMS) The undersigned, having had full opportunity to review this Release with counsel of his choosing, signifies his agreement to the terms of this Release (other than as it relates to age discrimination claims) by his signature below. _____________________________ ______________________ Xxxxx Xxxxxxxx Date ACKNOWLEDGEMENT (AGE DISCRIMINATION CLAIMS) The undersigned, having had full opportunity to review this Release with counsel of his choosing, signifies his agreement to the terms of this Release (as it relates to age discrimination claims) by his signature below. _____________________________ ______________________ Xxxxx Xxxxxxxx Date

Appears in 1 contract

Samples: Employment Agreement (Summit Midstream Partners, LP)

FORM OF RELEASE. As used in this Release of Claims (this “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the Executive Service Agreement dated between MagnaChip Semiconductor, Ltd. (the “Company), MagnaChip Semiconductor Corporation, a Delaware corporation (“Parent”), and Young Soo Woo (my “Service Agreement”). For and in consideration of the payments and benefits under Section 5(b) of the Service Agreement, and other good and valuable consideration, the receipt I, for and adequacy on behalf of which are myself and my executors, heirs, administrators, representatives, and assigns, hereby acknowledged, the undersigned does hereby agree to release and forever discharge Mid-Con Energy Partners L.P.the Company, (the “LP”)Parent and all of their respective predecessors, Mid-Con Energy GP, LLC (the “LLC”), every entity of which the LP and the LLC, together or separatelysuccessors, and directly or indirectlypast, control at least 50% of the voting or management rights or interests (all of which current, and future parent entities, together with the LP and the LLCaffiliates, are called the “Companies”) and each of the Companies’ joint or several partnerssubsidiary entities, investors, directors, shareholders, members, ownersofficers, associatesgeneral or limited partners, affiliatesemployees, subsidiaries, successors, heirs, assignsattorneys, agents, directors, officers, managers, employees, and representatives, insurersand the benefit plans in which I am or have been a participant by virtue of my engagement with or service to the Company (collectively, and attorneys, and all persons acting by, through, or under them, or any of them (all of which and whom are collectively called the “Released PartiesCompany Releasees”), of from any and from all claims, actions, causes of action in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, torts, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (“Actions”), which the undersigned now has claims that I have or may hereafter have had against the Company Releasees based on any events or all of the Released Parties by reason of any matter, cause, circumstances arising or thing whatsoever arising from the beginning of time occurring on or prior to the date hereof (hereinafter called “Claims”), provided, however, that the undersigned does not release (a) any Claims for defense and/or indemnity pursuant to any obligation to defend and arising directly or indemnify that exists on the date of this Release or (b) claims for vested benefits under any employee benefit plan as defined by the Employee Retirement Income Security Act of 1974 and applicable regulations, both as amended to the date of this Release (both of which (a) and (b) are called the “Excluded Claims”). The Claims released herein include, without limiting the generality of the foregoing, all Claims in any way arising indirectly out of, based uponrelating to, or related in any other way involving in any manner whatsoever my engagement with or service to the undersigned’s employment Company or the termination of employment by or with thereof, including any or all Released Parties; any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other benefits except for Excluded Claims relating to benefits; any claim under or with respect to all stock option, restricted stock, phantom stock or other equity-based incentive, plan of any or all Released Parties (or any related agreement to which any Released Party is a party); all alleged breaches of all express or implied contracts of employment; all alleged torts; breaches of all restrictions on all Released Parties’ rights to terminate the employment of the undersigned; and all alleged violations of all claims arising under national, federal, provincial, state or local statuteslaws relating to employment, ordinancesincluding claims of wrongful discharge, lawsbreach of express or implied contract, regulationsfraud, judicially-created rightsmisrepresentation, defamation, intentional infliction of emotional distress or other legal rights includingliability in tort, without limitationand claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Americans With Disabilities Act, 42 U.S.C. §§ 1981 – 1986, the Older Workers’ Benefit Protection Fair Labor Standards Act of 19901938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, the National Labor Relations Actas amended, and the Oklahoma Labor Code (40 O.S. §29 U.S.C. § 1-101 1001 et seq.; and any similar national, provincial, state or local laws of the United States, the Republic of Korea or any other jurisdiction. I agree further that this Release may be pleaded as a full defense to any action, suit, arbitration or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by me or my descendants, dependents, heirs, executors, administrators or assigns. By signing this Release, I acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph and that I have not filed any claim against any of the Company Releasees before any local, state, federal or foreign agency, court, arbitrator, mediator, arbitration or mediation panel or other body (each individually, a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as amendedrequired by law; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, except where otherwise provided by law, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”). Further, I understand that, by executing this Release, I will be limiting the availability of certain remedies that I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees. By executing this Release, I specifically release all claims relating to my engagement with and service to the Company, and its termination, under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in engagement and benefit plans. Notwithstanding the generality of the foregoing, I do not release (i) claims to receive payments and benefits under Section 5(b) of the Service Agreement in accordance with the terms of the Service Agreement, (ii) claims for indemnification arising under any applicable indemnification obligation of the Company, (iii) any vested rights I may have under any qualified benefit plans, programs or policies of the Company, or (iv) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (a) initiating or causing to be initiated on my behalf any claim against the Company before any local, state or federal agency, court or other body challenging the validity of the waiver of my claims under the ADEA (but no other portion of such waiver); or (b) initiating or participating in an investigation or proceeding conducted by the EEOC. I understand that nothing in this Agreement will preclude, prohibit or restrict me from (i) communicating with, any federal, state or local administrative or regulatory agency or authority, including the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the EEOC or any other federal state or local administrative agency or regulatory authority. Nothing in this Agreement, or any other agreement with the Company, prohibits or is intended in any manner to prohibit, me from (i) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including the Department of Justice, the SEC, the U.S. Congress and any governmental agency Inspector General, or (ii) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not operate limit my right to release receive an award (including a monetary reward) for information provided to the SEC. I do not need the prior authorization of anyone at the Company to make any rights such reports or claims (disclosures, and I am not required to notify the Company that I have made such rights reports or claims shall disclosures. Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). I cannot be included held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) (A) in confidence to federal, state or local government officials, directly or indirectly, or to an attorney, and (B) for the definition purpose of “Claims”reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. I understand that after executing this Release, I have the right to revoke it within seven days after its execution. I understand that this Release will not become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven-day period. This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to payments or benefits under Section 5(b) of the undersigned with respect to (i) accrued Service Agreement unless this Release is effective on or vested benefits he may have, if any, under any applicable plan, policy, program, arrangement or agreement before the date that is 60 days following the Date of any Mid-Con Entity Termination (as defined in the Employment Service Agreement). I hereby agree to waive any and all claims to re-engagement with the Company and affirmatively agree not to seek further engagement with the Company. The provisions of this Release will be binding upon my heirs, includingexecutors, administrators, legal representatives, and assigns. If any provision of this Release will be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision will be of no force or effect. The illegality or unenforceability of such provision, however, will have no effect upon and will not impair the enforceability of any other provision of this Release. This Release will be governed in accordance with the laws of the State of Delaware, without limitation, pursuant to any equity or long-term incentive plans, programs or agreements, (ii) indemnification and/or advancement of expenses pursuant reference to the corporate governance documents principles of any Mid-Con Entity conflicts of law. Any dispute or applicable lawclaim arising out of or relating to this Release or claim of breach hereof will be brought exclusively in the United States District Court for the District of Delaware to the extent that federal jurisdiction exists, or and in the protections Delaware Chancery Court to the extent that federal jurisdiction does not exist. By execution of any directors’ and officers’ liability policies of any Mid-Con Entity, (iii) claims which arise after the date the undersigned executes this Release, or (iv) I am waiving any Excluded Claims. The undersigned may cancel and revoke this Agreement by delivering a written revocation notice to: Mid-Con Energy Partners, L.P., Attention: Chairman of the Compensation and Governance Committee of the Board of Directors, 0000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000, by the end of business on the seventh day after the undersigned signs this Agreement (the “Deadline”). If the Deadline is a Saturday, Sunday or day on which the U.S. Postal Service does not generally deliver mail, the Deadline will extended to the close of business on the first business day after such day on which the Postal Service generally delivers mail. If I do not revoke this Agreement by the Deadline, then (a) the Companies and the undersigned waive the right to cancel or rescind this Agreement even if the other party breaches this Agreement, although the party suffering a breach may assert a claim for such breach of this Agreement and (b) the day after the Deadline will be the “Effective Date.” The undersigned warrants to the Companies that (a) the undersigned was given the opportunity to take at least 21 days to consider this Agreement, (b) the undersigned was encouraged to consult his attorney before he signed this Agreement, (c) the undersigned was encouraged to discussed this Agreement trial by jury in connection with the EEOC’s mediator, (d) the undersigned resigned on , 20 , (the “Termination Date”); (e) the undersigned is voluntarily making this Agreement; (f) no person has committed actual or economic coercion to cause the undersigned to sign this Agreement; and (g) the undersigned has been paid all compensation, overtime and other pay, and the undersigned has received all benefits, to which he is entitled from the Companies through and including the Termination Date. The undersigned warrants to the Companies that he does not know of any misrepresentation, fraud, deceit, obtaining of money by improper means, misuse of the mails, mail or wire fraud, discrimination, harassment, price-fixing, lawbreaking, breach of confidentiality, infringement on the rights of others, failure to notify or warn of defective products, manufacture, sale or lease of unsafe or defective products, or any other illegal or improper action (all of which are called “Improper Conduct”), by the Companies or anyone who is affiliated with the Companies; except that if he does have such knowledge, he has initialed here: and has provided all of the details regarding such knowledge in a written statement attached to this Agreement. (If the Companies’ copy of this Agreement does not have initials in the above blank, and does not have a statement attached to this Agreement, then the undersigned does not have any knowledge of Improper Conduct.) The undersigned understands and agrees that he is waiving all possible rights and claims against the Released Parties under the federal Age Discrimination in Employment Act of 1967 as amended (the “ADEA”) and the Older Worker’s Benefit Protection Act of 1990 (the “OWBPA”). Ten percent of the undersigned’s Severance Pay is consideration for this waiver. The undersigned’s release does not affect his right to notify a government agency of wrongdoing against him, or against others, by the Companies. Any Released Party may enforce this release of that Released Party as an intended third-party beneficiary of this Agreement. The undersigned represents and warrants that there has been no assignment or other transfer of any interest in any Claim which he may have against any or all of the Released Parties and the undersigned agrees to indemnify, pay for the defense of, and hold every and all of the Released Parties harmless, from all liabilities, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by any of all of the Released Parties as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. The indemnifications, payments for defense, and hold harmless obligations, stated in the previous sentence, are not conditioned on any Released Party’s payment before recovering from the undersigned under the previous sentence. The undersigned agrees that if he hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against any Released Party, any of the Claims released hereunder, then the undersigned shall pay every and all of the Released Parties, in addition to any other damages caused to the Released Parties thereby, all attorneys’ fees incurred by the Released Parties in defending or otherwise responding to said suit or Claim. Nothing herein shall prevent the undersigned from raising or asserting any defense in any suit, claim, action or proceeding under or investigation brought by any of the Released Parties, and by raising or asserting any such defense, the undersigned shall not become obligated to pay attorneys’ fees under in connection with this paragraphRelease. The undersigned further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by any Released Party, who have consistently taken the position that they have no liability whatsoever to the undersigned. The undersigned acknowledges that different or additional facts may be discovered in addition to what is now known or believed to be true by him with respect to the matters released in this Agreement, and the undersigned agrees that this Agreement shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts.Young Soo Woo Date

Appears in 1 contract

Samples: Executive Service Agreement (MAGNACHIP SEMICONDUCTOR Corp)

FORM OF RELEASE. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge Mid-Con Energy Partners L.P., Bxxxx Xxxxxxxx (the “LPExecutive) agrees for the Executive, the Executive’s spouse and child or children (if any), Mid-Con Energy GPthe Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, hereby forever to release, discharge, and covenant not to sxx Summit Operating Services Company, LLC (the “LLCCompany”), every entity and any of which the LP and the LLCits past, together present, or separatelyfuture parent, affiliated, related, predecessor, and/or subsidiary entities, and directly or indirectly, control at least 50% all of the voting or management rights or interests (all of which entities, together with the LP past and the LLC, are called the “Companies”) and each of the Companies’ joint or several partnerspresent directors, shareholders, members, owners, associates, affiliates, subsidiaries, successors, heirs, assigns, agents, directors, officers, managersgeneral or limited partners, employees, representatives, insurersagents, and attorneys, and all persons acting byagents and representatives of such entities, throughand employee benefit plans in which the Executive is or has been a participant by virtue of his employment with the Company (collectively, or under them, or any of them (all of which and whom are collectively called the “Released PartiesReleasees”), of from any and from all claims, actionsdebts, demands, accounts, judgments, rights, causes of action action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, torts, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed asserted or contingent (“Actions”)unasserted, suspected or unsuspected, which the undersigned now Executive has or may hereafter have had against such Releasees based on any events or all of the Released Parties by reason of any matter, cause, circumstances arising or thing whatsoever arising from the beginning of time occurring on or prior to the date hereof this release (hereinafter called the ClaimsRelease)) is executed, providedarising directly or indirectly out of, howeverrelating to, that the undersigned does not release or in any other way involving in any manner whatsoever, (a) the Executive’s employment with the Company or any Claims for defense and/or indemnity pursuant to any obligation to defend of the Releasees or indemnify that exists on the date of this Release or termination thereof, (b) claims for vested benefits under any employee benefit plan as defined by the Employee Retirement Income Security Act of 1974 and applicable regulations, both as amended to the date of this Release (both of which (a) and (b) are called the “Excluded Claims”). The Claims released herein include, without limiting the generality of the foregoing, all Claims in any way arising out of, based upon, or related to the undersigned’s employment or termination of employment by or with any or all Released Parties; any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other benefits except for Excluded Claims relating to benefits; any claim under or with respect to all stock option, restricted stock, phantom stock or other equity-based incentive, plan of any or all Released Parties (or any related agreement to which any Released Party is a party); all alleged breaches of all express or implied contracts of employment; all alleged torts; breaches of all restrictions on all Released Parties’ rights to terminate the employment of the undersigned; and all alleged violations of all federalcontract (whether written or oral), state or local statutes, ordinances, laws, regulations, judicially-created rights, or other legal rights including, without limitation, under any agreement, letter, or representation relating to the terms and conditions of Executive’s employment, which may have been alleged to exist between Executive and the Company or any other Releasee, or (c) the Executive’s status at any time as a holder of any securities of the Company, and any and all claims arising under federal, state, or local laws relating to employment, or securities, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, claims of any kind that may be brought in any court or administrative agency, any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Equal Pay Americans with Disabilities Act, the Family Medical Leave Fair Labor Standards Act, the Americans With Disabilities Act, 42 U.S.C. §§ 1981 – 1986, the Older Workers’ Benefit Protection Act of 1990, the Employee Retirement Income Security Act, the National Labor Relations Family and Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Sxxxxxxx-Xxxxx Act, and similar state or local statutes, ordinances, and regulations; provided, however, notwithstanding anything to the Oklahoma Labor Code (40 O.S. §§ 1-101 et seq.)contrary set forth herein, each as amended. Notwithstanding the foregoing, that this Release shall not operate to release any rights or claims (and such rights or claims shall not be included in the definition of “Claims”) of the undersigned with respect extend to (i) accrued benefit claims under employee pension or vested benefits he may have, if any, under any applicable plan, policy, program, arrangement welfare benefit plans in which the Executive is a participant by virtue of his employment with the Company or agreement of any Mid-Con Entity (as defined in the Employment Agreement), including, without limitation, pursuant to any equity or long-term incentive plans, programs or agreementsits subsidiaries, (ii) indemnification and/or advancement any rights under that certain Amended and Restated Employment Agreement, dated as of expenses pursuant February 1, 2016, as amended by that certain Amendment No. 1 to Amended and Restated Employment Agreement, dated as of January 23, 2018 (the corporate governance documents “Employment Agreement”), with the exception of any Mid-Con Entity or applicable lawclaim to any Severance Payment under the Employment Agreement, or the protections of any directors’ all such rights being waived and officers’ liability policies of any Mid-Con Entityreleased by this Release, (iii) claims which arise after any rights of indemnification the date Executive may have under any written agreement between the undersigned executes this ReleaseExecutive and the Company (or its affiliates), the Company’s Certificate of Incorporation, its LLC Agreement, the LP Agreement for Summit Midstream Partners, LP, the General Corporation Law of the State of Delaware, any applicable statute or common law, or pursuant to any applicable insurance policy, (iv) unemployment compensation, (v) contractual rights to vested equity awards, (vi) COBRA benefits and (viii) any Excluded Claimsrights that may not be waived as a matter of law. The undersigned may cancel and revoke this Agreement by delivering a written revocation notice to: Mid-Con Energy Partners, L.P., Attention: Chairman of the Compensation and Governance Committee of the Board of Directors, 0000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000, by the end of business on the seventh day after the undersigned signs this Agreement (the “Deadline”). If the Deadline is a Saturday, Sunday or day on which the U.S. Postal Service does not generally deliver mailIn addition, the Deadline will extended to the close of business on the first business day after such day on which the Postal Service generally delivers mail. If I do not revoke this Agreement by the Deadline, then (a) the Companies and the undersigned waive the right to cancel or rescind this Agreement even if the other party breaches this Agreement, although the party suffering a breach may assert a claim for such breach of this Agreement and (b) the day after the Deadline will be the “Effective Date.” The undersigned warrants to the Companies that (a) the undersigned was given the opportunity to take at least 21 days to consider this Agreement, (b) the undersigned was encouraged to consult his attorney before he signed this Agreement, (c) the undersigned was encouraged to discussed this Agreement with the EEOC’s mediator, (d) the undersigned resigned on , 20 , (the “Termination Date”); (e) the undersigned is voluntarily making this Agreement; (f) no person has committed actual or economic coercion to cause the undersigned to sign this Agreement; and (g) the undersigned has been paid all compensation, overtime and other pay, and the undersigned has received all benefits, to which he is entitled from the Companies through and including the Termination Date. The undersigned warrants to the Companies that he does not know of any misrepresentation, fraud, deceit, obtaining of money by improper means, misuse of the mails, mail or wire fraud, discrimination, harassment, price-fixing, lawbreaking, breach of confidentiality, infringement on the rights of others, failure to notify or warn of defective products, manufacture, sale or lease of unsafe or defective products, or any other illegal or improper action (all of which are called “Improper Conduct”), by the Companies or anyone who is affiliated with the Companies; except that if he does have such knowledge, he has initialed here: and has provided all of the details regarding such knowledge in a written statement attached to this Agreement. (If the Companies’ copy of this Agreement does not have initials in the above blank, and does not have a statement attached to this Agreement, then the undersigned does not have any knowledge of Improper Conduct.) The undersigned understands Company hereby acknowledges and agrees that he is waiving all possible rights and the Executive’s vested Class B Membership Interests in Summit Midstream Management, LLC are not affected or limited by this Release. The Executive understands that this Release includes a release of claims against the Released Parties arising under the federal Age Discrimination in Employment Act of 1967 as amended (the “ADEA”) and the Older Worker’s Benefit Protection Act of 1990 (the “OWBPA”). Ten percent Executive does not waive rights or claims that may arise after the date this Release is executed by Executive, and Executive waives rights or claims only in exchange for consideration in addition to anything of the undersigned’s Severance Pay value to which Executive is consideration for this waiveralready entitled. The undersigned’s release does not affect his right to notify a government agency of wrongdoing against him, or against others, by the Companies. Any Released Party may enforce this release of that Released Party as an intended third-party beneficiary of this Agreement. The undersigned represents Executive understands and warrants that there he has been no assignment or other transfer given a period of any interest in any Claim which 21 days to review and consider this Release. The Executive further warrants that he understands that he may have against any use as much or all of the Released Parties and the undersigned agrees to indemnify, pay for the defense ofhis 21-day period as he wishes before signing, and hold every and all of the Released Parties harmless, from all liabilities, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by any of all of the Released Parties as the result of any such assignment or transfer or any rights or Claims under any such assignment or transferwarrants that he has done so. The indemnificationsExecutive further warrants that he understands that, payments for defense, and hold harmless obligations, stated in the previous sentence, are not conditioned on any Released Party’s payment before recovering from the undersigned under the previous sentence. The undersigned agrees that if he hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against any Released Party, any of the Claims released hereunder, then the undersigned shall pay every and all of the Released Parties, in addition to any other damages caused to the Released Parties thereby, all attorneys’ fees incurred by the Released Parties in defending or otherwise responding to said suit or Claim. Nothing herein shall prevent the undersigned from raising or asserting any defense in any suit, claim, proceeding or investigation brought by any of the Released Parties, and by raising or asserting any such defense, the undersigned shall not become obligated to pay attorneys’ fees under this paragraph. The undersigned further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by any Released Party, who have consistently taken the position that they have no liability whatsoever to the undersigned. The undersigned acknowledges that different or additional facts may be discovered in addition to what is now known or believed to be true by him with respect to the matters released in this Agreement, and the undersigned agrees that this Agreement shall be and remain in effect in all respects as a complete and final release of age discrimination claims only, he/ has a period of seven days after executing on the matters releasedsecond signature line below to revoke the release of age discrimination claims by notice in writing to the Company. The Executive is hereby advised to consult with an attorney prior to executing this Release. By his signature below, notwithstanding any different or additional factsthe Executive warrants that he has had the opportunity to do so and to be fully and fairly advised by that legal counsel as to the terms of this Release.

Appears in 1 contract

Samples: Separation and General Release Agreement (Summit Midstream Partners, LP)

FORM OF RELEASE. As used in this Release of Claims (this “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the letter agreement dated November 3, 2015, between MagnaChip Semiconductor, Ltd. (the “Company) and Xxx Xxxx Xxx (my “Letter Agreement”). For and in consideration of the Severance Benefit, and other good and valuable consideration, the receipt I, for and adequacy on behalf of which are myself and my executors, heirs, administrators, representatives, and assigns, hereby acknowledged, the undersigned does hereby agree to release and forever discharge Mid-Con Energy Partners L.P.the Company, (the “LP”)Parent and all of their respective predecessors, Mid-Con Energy GP, LLC (the “LLC”), every entity of which the LP and the LLC, together or separatelysuccessors, and directly or indirectlypast, control at least 50% of the voting or management rights or interests (all of which current, and future parent entities, together with the LP and the LLCaffiliates, are called the “Companies”) and each of the Companies’ joint or several partnerssubsidiary entities, investors, directors, shareholders, members, ownersofficers, associatesgeneral or limited partners, affiliatesemployees, subsidiaries, successors, heirs, assignsattorneys, agents, directors, officers, managers, employees, and representatives, insurersand the employee benefit plans in which I am or have been a participant by virtue of my employment with or service to the Company (collectively, and attorneys, and all persons acting by, through, or under them, or any of them (all of which and whom are collectively called the “Released PartiesCompany Releasees”), of from any and from all claims, actions, causes of action in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, torts, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (“Actions”), which the undersigned now has claims that I have or may hereafter have had against the Company Releasees based on any events or all of the Released Parties by reason of any matter, cause, circumstances arising or thing whatsoever arising from the beginning of time occurring on or prior to the date hereof (hereinafter called “Claims”), provided, however, that the undersigned does not release (a) any Claims for defense and/or indemnity pursuant to any obligation to defend and arising directly or indemnify that exists on the date of this Release or (b) claims for vested benefits under any employee benefit plan as defined by the Employee Retirement Income Security Act of 1974 and applicable regulations, both as amended to the date of this Release (both of which (a) and (b) are called the “Excluded Claims”). The Claims released herein include, without limiting the generality of the foregoing, all Claims in any way arising indirectly out of, based uponrelating to, or related to the undersigned’s employment or termination of in any other way involving in any manner whatsoever my employment by or with service to the Company or the termination thereof, including without limitation any and all claims arising under national, federal, provincial, state, or all Released Parties; any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other benefits except for Excluded Claims local laws relating to benefits; any claim under or with respect to all stock optionemployment, restricted stockincluding without limitation claims of wrongful discharge, phantom stock or other equity-based incentive, plan breach of any or all Released Parties (or any related agreement to which any Released Party is a party); all alleged breaches of all express or implied contracts contract, fraud, misrepresentation, defamation, intentional infliction of employment; all alleged torts; breaches of all restrictions on all Released Parties’ rights to terminate the employment of the undersigned; and all alleged violations of all federalemotional distress, state or local statutes, ordinances, laws, regulations, judicially-created rightswhistleblowing, or other legal rights liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Americans With Disabilities Act, 42 U.S.C. §§ 1981 – 1986, the Older Workers’ Benefit Protection Fair Labor Standards Act of 19901938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, the National Labor Relations Actas amended, and the Oklahoma Labor Code (40 O.S. §29 U.S.C. § 1-101 1001 et seq.; and any similar national, provincial, state, or local laws of the United States, the Republic of Korea or any other jurisdiction. I agree further that this Release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by me or my descendants, dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph and that I have not filed any claim against any of the Releasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as amendedrequired by law; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”). Further, I understand that, by executing this Release, I will be limiting the availability of certain remedies that I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, this Release shall I do not operate to release any rights or claims (and such rights or claims shall not be included in the definition of “Claims”) of the undersigned with respect to (i) accrued or vested benefits he may have, if any, under any applicable plan, policy, program, arrangement or agreement claims to receive the Severance Benefit in accordance with the terms of any Mid-Con Entity (as defined in the Employment Letter Agreement), including, without limitation, pursuant to any equity or long-term incentive plans, programs or agreements, (ii) claims for indemnification and/or advancement arising under any applicable indemnification obligation of expenses pursuant to the corporate governance documents of any Mid-Con Entity Company or applicable law, or the protections of any directors’ and officers’ liability policies of any Mid-Con Entity, (iii) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (a) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of the waiver of my claims under the ADEA (but no other portion of such waiver); or (b) initiating or participating in an investigation or proceeding conducted by the EEOC. I acknowledge that I have been given at least [21]/[45]1 days in which arise after to consider this Release. I acknowledge further that the date the undersigned executes Company has advised me to consult with an attorney of my choice before signing this Release, or and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (iv) if any), and that I voluntarily waive any Excluded Claimsremaining consideration period. The undersigned may cancel I understand that after executing this Release, I have the right to revoke it within seven days after its execution. I understand that this Release will not become effective and revoke this Agreement by delivering a written enforceable unless the seven-day revocation notice to: Mid-Con Energy Partners, L.P., Attention: Chairman of the Compensation period passes and Governance Committee of the Board of Directors, 0000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000, by the end of business on the seventh day after the undersigned signs this Agreement (the “Deadline”). If the Deadline is a Saturday, Sunday or day on which the U.S. Postal Service does not generally deliver mail, the Deadline will extended to the close of business on the first business day after such day on which the Postal Service generally delivers mail. If I do not revoke the Release in writing. I understand that this Agreement by Release may not be revoked after the Deadline, then (a) the Companies and the undersigned waive the right to cancel or rescind this Agreement even if the other party breaches this Agreement, although the party suffering a breach may assert a claim for such breach seven-day revocation period has passed. I understand also that any revocation of this Agreement Release must be made in writing and (b) delivered to the Company at its principal place of business within the seven-day period. This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the Deadline Severance Benefit unless this Release is effective on or before the date that is 60 days following the date of my termination of employment. I hereby agree to waive any and all claims to re-employment with the Company or any of its affiliates and affirmatively agree not to seek further employment with the Company or any of its affiliates. The provisions of this Release will be binding upon my heirs, executors, administrators, legal representatives, and assigns. If any provision of this Release will be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision will be of no force or effect. The illegality or unenforceability of such provision, however, will have no effect upon and will not impair the “Effective Date.” The undersigned warrants enforceability of any other provision of this Release. This Release will be governed in accordance with the laws of the State of Delaware, without reference to the Companies that (a) the undersigned was given the opportunity to take at least 21 days to consider this Agreement, (b) the undersigned was encouraged to consult his attorney before he signed this Agreement, (c) the undersigned was encouraged to discussed this Agreement with the EEOC’s mediator, (d) the undersigned resigned on , 20 , (the “Termination Date”); (e) the undersigned is voluntarily making this Agreement; (f) no person has committed actual principles of conflicts of law. Any dispute or economic coercion to cause the undersigned to sign this Agreement; and (g) the undersigned has been paid all compensation, overtime and other pay, and the undersigned has received all benefits, to which he is entitled from the Companies through and including the Termination Date. The undersigned warrants to the Companies that he does not know claim arising out of any misrepresentation, fraud, deceit, obtaining of money by improper means, misuse of the mails, mail or wire fraud, discrimination, harassment, price-fixing, lawbreaking, breach of confidentiality, infringement on the rights of others, failure to notify or warn of defective products, manufacture, sale or lease of unsafe or defective products, or any other illegal or improper action (all of which are called “Improper Conduct”), by the Companies or anyone who is affiliated with the Companies; except that if he does have such knowledge, he has initialed here: and has provided all of the details regarding such knowledge in a written statement attached relating to this Agreement. (If the Companies’ copy Release or claim of this Agreement does not have initials breach hereof will be brought exclusively in the above blank, and does not have a statement attached to this Agreement, then United States District Court for 1 NTD: To be selected based on whether applicable termination was “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the undersigned does not have any knowledge of Improper Conduct.) The undersigned understands and agrees that he is waiving all possible rights and claims against the Released Parties under the federal Age Discrimination in Employment Act of 1967 as amended (the “ADEA”) and the Older Worker’s Benefit Protection Act of 1990 (the “OWBPA”1967). Ten percent the District of Delaware to the undersigned’s Severance Pay is consideration for this waiver. The undersigned’s release extent that federal jurisdiction exists, and in the Delaware Chancery Court to the extent that federal jurisdiction does not affect his exist. By execution of this Release, I am waiving any right to notify a government agency of wrongdoing against him, or against others, trial by the Companies. Any Released Party may enforce this release of that Released Party as an intended third-party beneficiary of this Agreement. The undersigned represents and warrants that there has been no assignment or other transfer of any interest jury in any Claim which he may have against any or all of the Released Parties and the undersigned agrees to indemnify, pay for the defense of, and hold every and all of the Released Parties harmless, from all liabilities, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by any of all of the Released Parties as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. The indemnifications, payments for defense, and hold harmless obligations, stated in the previous sentence, are not conditioned on any Released Party’s payment before recovering from the undersigned under the previous sentence. The undersigned agrees that if he hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against any Released Party, any of the Claims released hereunder, then the undersigned shall pay every and all of the Released Parties, in addition to any other damages caused to the Released Parties thereby, all attorneys’ fees incurred by the Released Parties in defending or otherwise responding to said suit or Claim. Nothing herein shall prevent the undersigned from raising or asserting any defense in connection with any suit, claimaction, or proceeding under or investigation brought by any of the Released Parties, and by raising or asserting any such defense, the undersigned shall not become obligated to pay attorneys’ fees under in connection with this paragraphRelease. The undersigned further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by any Released Party, who have consistently taken the position that they have no liability whatsoever to the undersigned. The undersigned acknowledges that different or additional facts may be discovered in addition to what is now known or believed to be true by him with respect to the matters released in this Agreement, and the undersigned agrees that this Agreement shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts.Xxx Xxxx Xxx

Appears in 1 contract

Samples: MAGNACHIP SEMICONDUCTOR Corp

FORM OF RELEASE. As used in this Release of Claims (this “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the letter agreement dated November 3, 2015, between MagnaChip Semiconductor, Ltd. (the “Company) and Young Xxxx Xxx (my “Letter Agreement”). For and in consideration of the Severance Benefit, and other good and valuable consideration, the receipt I, for and adequacy on behalf of which are myself and my executors, heirs, administrators, representatives, and assigns, hereby acknowledged, the undersigned does hereby agree to release and forever discharge Mid-Con Energy Partners L.P.the Company, (the “LP”)Parent and all of their respective predecessors, Mid-Con Energy GP, LLC (the “LLC”), every entity of which the LP and the LLC, together or separatelysuccessors, and directly or indirectlypast, control at least 50% of the voting or management rights or interests (all of which current, and future parent entities, together with the LP and the LLCaffiliates, are called the “Companies”) and each of the Companies’ joint or several partnerssubsidiary entities, investors, directors, shareholders, members, ownersofficers, associatesgeneral or limited partners, affiliatesemployees, subsidiaries, successors, heirs, assignsattorneys, agents, directors, officers, managers, employees, and representatives, insurersand the employee benefit plans in which I am or have been a participant by virtue of my employment with or service to the Company (collectively, and attorneys, and all persons acting by, through, or under them, or any of them (all of which and whom are collectively called the “Released PartiesCompany Releasees”), of from any and from all claims, actions, causes of action in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, torts, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (“Actions”), which the undersigned now has claims that I have or may hereafter have had against the Company Releasees based on any events or all of the Released Parties by reason of any matter, cause, circumstances arising or thing whatsoever arising from the beginning of time occurring on or prior to the date hereof (hereinafter called “Claims”), provided, however, that the undersigned does not release (a) any Claims for defense and/or indemnity pursuant to any obligation to defend and arising directly or indemnify that exists on the date of this Release or (b) claims for vested benefits under any employee benefit plan as defined by the Employee Retirement Income Security Act of 1974 and applicable regulations, both as amended to the date of this Release (both of which (a) and (b) are called the “Excluded Claims”). The Claims released herein include, without limiting the generality of the foregoing, all Claims in any way arising indirectly out of, based uponrelating to, or related to the undersigned’s employment or termination of in any other way involving in any manner whatsoever my employment by or with service to the Company or the termination thereof, including without limitation any and all claims arising under national, federal, provincial, state, or all Released Parties; any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other benefits except for Excluded Claims local laws relating to benefits; any claim under or with respect to all stock optionemployment, restricted stockincluding without limitation claims of wrongful discharge, phantom stock or other equity-based incentive, plan breach of any or all Released Parties (or any related agreement to which any Released Party is a party); all alleged breaches of all express or implied contracts contract, fraud, misrepresentation, defamation, intentional infliction of employment; all alleged torts; breaches of all restrictions on all Released Parties’ rights to terminate the employment of the undersigned; and all alleged violations of all federalemotional distress, state or local statutes, ordinances, laws, regulations, judicially-created rightswhistleblowing, or other legal rights liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Americans With Disabilities Act, 42 U.S.C. §§ 1981 – 1986, the Older Workers’ Benefit Protection Fair Labor Standards Act of 19901938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, the National Labor Relations Actas amended, and the Oklahoma Labor Code (40 O.S. §29 U.S.C. § 1-101 1001 et seq.; and any similar national, provincial, state, or local laws of the United States, the Republic of Korea or any other jurisdiction. I agree further that this Release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by me or my descendants, dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph and that I have not filed any claim against any of the Releasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as amendedrequired by law; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”). Further, I understand that, by executing this Release, I will be limiting the availability of certain remedies that I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, this Release shall I do not operate to release any rights or claims (and such rights or claims shall not be included in the definition of “Claims”) of the undersigned with respect to (i) accrued or vested benefits he may have, if any, under any applicable plan, policy, program, arrangement or agreement claims to receive the Severance Benefit in accordance with the terms of any Mid-Con Entity (as defined in the Employment Letter Agreement), including, without limitation, pursuant to any equity or long-term incentive plans, programs or agreements, (ii) claims for indemnification and/or advancement arising under any applicable indemnification obligation of expenses pursuant to the corporate governance documents of any Mid-Con Entity Company or applicable law, or the protections of any directors’ and officers’ liability policies of any Mid-Con Entity, (iii) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (a) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of the waiver of my claims under the ADEA (but no other portion of such waiver); or (b) initiating or participating in an investigation or proceeding conducted by the EEOC. I acknowledge that I have been given at least [21]/[45]1 days in which arise after to consider this Release. I acknowledge further that the date the undersigned executes Company has advised me to consult with an attorney of my choice before signing this Release, or and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (iv) if any), and that I voluntarily waive any Excluded Claimsremaining consideration period. The undersigned may cancel I understand that after executing this Release, I have the right to revoke it within seven days after its execution. I understand that this Release will not become effective and revoke this Agreement by delivering a written enforceable unless the seven-day revocation notice to: Mid-Con Energy Partners, L.P., Attention: Chairman of the Compensation period passes and Governance Committee of the Board of Directors, 0000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000, by the end of business on the seventh day after the undersigned signs this Agreement (the “Deadline”). If the Deadline is a Saturday, Sunday or day on which the U.S. Postal Service does not generally deliver mail, the Deadline will extended to the close of business on the first business day after such day on which the Postal Service generally delivers mail. If I do not revoke the Release in writing. I understand that this Agreement by Release may not be revoked after the Deadline, then (a) the Companies and the undersigned waive the right to cancel or rescind this Agreement even if the other party breaches this Agreement, although the party suffering a breach may assert a claim for such breach seven-day revocation period has passed. I understand also that any revocation of this Agreement Release must be made in writing and (b) delivered to the Company at its principal place of business within the seven-day period. This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the Deadline Severance Benefit unless this Release is effective on or before the date that is 60 days following the date of my termination of employment. I hereby agree to waive any and all claims to re-employment with the Company or any of its affiliates and affirmatively agree not to seek further employment with the Company or any of its affiliates. The provisions of this Release will be binding upon my heirs, executors, administrators, legal representatives, and assigns. If any provision of this Release will be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision will be of no force or effect. The illegality or unenforceability of such provision, however, will have no effect upon and will not impair the “Effective Date.” The undersigned warrants enforceability of any other provision of this Release. This Release will be governed in accordance with the laws of the State of Delaware, without reference to the Companies that (a) the undersigned was given the opportunity to take at least 21 days to consider this Agreement, (b) the undersigned was encouraged to consult his attorney before he signed this Agreement, (c) the undersigned was encouraged to discussed this Agreement with the EEOC’s mediator, (d) the undersigned resigned on , 20 , (the “Termination Date”); (e) the undersigned is voluntarily making this Agreement; (f) no person has committed actual principles of conflicts of law. Any dispute or economic coercion to cause the undersigned to sign this Agreement; and (g) the undersigned has been paid all compensation, overtime and other pay, and the undersigned has received all benefits, to which he is entitled from the Companies through and including the Termination Date. The undersigned warrants to the Companies that he does not know claim arising out of any misrepresentation, fraud, deceit, obtaining of money by improper means, misuse of the mails, mail or wire fraud, discrimination, harassment, price-fixing, lawbreaking, breach of confidentiality, infringement on the rights of others, failure to notify or warn of defective products, manufacture, sale or lease of unsafe or defective products, or any other illegal or improper action (all of which are called “Improper Conduct”), by the Companies or anyone who is affiliated with the Companies; except that if he does have such knowledge, he has initialed here: and has provided all of the details regarding such knowledge in a written statement attached relating to this Agreement. (If the Companies’ copy Release or claim of this Agreement does not have initials breach hereof will be brought exclusively in the above blank, and does not have a statement attached to this Agreement, then United States District Court for 1 NTD: To be selected based on whether applicable termination was “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the undersigned does not have any knowledge of Improper Conduct.) The undersigned understands and agrees that he is waiving all possible rights and claims against the Released Parties under the federal Age Discrimination in Employment Act of 1967 as amended (the “ADEA”) and the Older Worker’s Benefit Protection Act of 1990 (the “OWBPA”1967). Ten percent the District of Delaware to the undersigned’s Severance Pay is consideration for this waiver. The undersigned’s release extent that federal jurisdiction exists, and in the Delaware Chancery Court to the extent that federal jurisdiction does not affect his exist. By execution of this Release, I am waiving any right to notify a government agency of wrongdoing against him, or against others, trial by the Companies. Any Released Party may enforce this release of that Released Party as an intended third-party beneficiary of this Agreement. The undersigned represents and warrants that there has been no assignment or other transfer of any interest jury in any Claim which he may have against any or all of the Released Parties and the undersigned agrees to indemnify, pay for the defense of, and hold every and all of the Released Parties harmless, from all liabilities, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by any of all of the Released Parties as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. The indemnifications, payments for defense, and hold harmless obligations, stated in the previous sentence, are not conditioned on any Released Party’s payment before recovering from the undersigned under the previous sentence. The undersigned agrees that if he hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against any Released Party, any of the Claims released hereunder, then the undersigned shall pay every and all of the Released Parties, in addition to any other damages caused to the Released Parties thereby, all attorneys’ fees incurred by the Released Parties in defending or otherwise responding to said suit or Claim. Nothing herein shall prevent the undersigned from raising or asserting any defense in connection with any suit, claimaction, or proceeding under or investigation brought by any of the Released Parties, and by raising or asserting any such defense, the undersigned shall not become obligated to pay attorneys’ fees under in connection with this paragraphRelease. The undersigned further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by any Released Party, who have consistently taken the position that they have no liability whatsoever to the undersigned. The undersigned acknowledges that different or additional facts may be discovered in addition to what is now known or believed to be true by him with respect to the matters released in this Agreement, and the undersigned agrees that this Agreement shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts.Young Xxxx Xxx

Appears in 1 contract

Samples: MAGNACHIP SEMICONDUCTOR Corp

AutoNDA by SimpleDocs

FORM OF RELEASE. For valuable consideration, the receipt and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge Mid-Con Energy Partners L.P., (the “LP”)Releasees” hereunder, Mid-Con Energy consisting of BreitBurn Management Company, LLC, Pro GP Corp., BreitBurn GP, LLC (the “LLCCompany”), every entity of which the LP and the LLC, together or separately, and directly or indirectly, control at least 50% of the voting or management rights or interests (all of which entities, together with the LP and the LLC, are called the “Companies”) and each of the Companies’ joint or several Company’s partners, shareholders, members, owners, associates, affiliates, subsidiaries, successors, heirs, assigns, agents, directors, officers, managers, employees, representatives, insurers, and attorneys, and all persons acting by, through, or under them, or any of them (all of which and whom are collectively called the “Released Parties”)them, of and from any and all claims, manner of action or actions, cause or causes of action action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, tortsclaims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (“Actions”), which the undersigned now has or may hereafter have against the Releasees, or any or all of the Released Parties them, by reason of any matter, cause, or thing whatsoever arising from the beginning of time to the date hereof (hereinafter called “Claims”), provided, however, that Claims shall not include any such Actions against any person or entity other than the undersigned does Company, its subsidiaries, affiliates, successors or assigns, in any case, that is not release (a) any Claims for properly the subject of defense and/or indemnity pursuant to any obligation to defend or indemnify that exists on the date of this Release or (b) claims for vested benefits under any employee benefit plan as defined by the Employee Retirement Income Security Act Company (determined without regard to whether the Company actually defends or indemnifies such action or cause of 1974 and applicable regulations, both as amended to the date of this Release action) (both of which (a) and (b) are called the “Excluded Claims”). The Claims released herein include, without limiting the generality of the foregoing, all any Claims in any way arising out of, based upon, or related to the undersigned’s employment by the Releasees, or any of them, or the termination of employment by or with any or all Released Partiesthereof; any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other benefits except for Excluded Claims relating to benefits; any claim for benefits under or with respect to all any stock option, restricted stock, phantom stock or other equity-based incentive, incentive plan of the Releasees, or any or all Released Parties of them (or any related agreement to which any Released Party Releasee is a party); all any alleged breaches breach of all any express or implied contracts contract of employment; all any alleged torts; breaches of all torts or other alleged legal restrictions on all Released Parties’ rights Releasee’s right to terminate the employment of the undersigned; and all any alleged violations violation of all any federal, state or local statutes, ordinances, laws, regulations, judicially-created rights, statute or other legal rights ordinance including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Equal Pay Act, the Family Medical Leave Act, the Americans With Disabilities Act, 42 U.S.C. §§ 1981 – 1986, the Older Workers’ Benefit Protection Act of 1990, the Employee Retirement Income Security Act, the National Labor Relations Act, the California Labor Code, the California Family Rights Act and the Oklahoma Labor Code (40 O.S. §§ 1-101 et seq.)California Fair Employment and Housing Act, each as amended. Notwithstanding the foregoing, this Release shall not operate to release any rights or claims (and such rights or claims shall not be included in the definition of “Claims”) of the undersigned (i) with respect to payments or benefits under Section 5 of that certain Employment Agreement, dated as of January 29, 2008, between BreitBurn Management Company, LLC, Pro GP Corp., BreitBurn GP, LLC and the undersigned (ithe “Employment Agreement”), (ii) with respect to Sections 7, 10 and 11 of the Employment Agreement, (iii) to accrued or vested benefits he may have, if any, under any applicable plan, policy, program, arrangement or agreement of any Mid-Con BreitBurn Entity (as defined in the Employment Agreement), including, without limitation, pursuant to any equity or long-term incentive plans, programs or agreements, (iiiv) to indemnification and/or advancement of expenses pursuant to the corporate governance documents of any Mid-Con BreitBurn Entity or applicable law, or the protections of any directorsdirector’ and officers’ liability policies of any Mid-Con BreitBurn Entity, (iiiv) with respect to claims which arise after the date the undersigned executes this Release, or (ivvi) with respect to any Excluded Claims. The undersigned may cancel and revoke this Agreement by delivering a written revocation notice toTHE UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: Mid-Con Energy Partners“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, L.P., Attention: Chairman of the Compensation and Governance Committee of the Board of Directors, 0000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000, by the end of business on the seventh day after the undersigned signs this Agreement (the “Deadline”). If the Deadline is a Saturday, Sunday or day on which the U.S. Postal Service does not generally deliver mail, the Deadline will extended to the close of business on the first business day after such day on which the Postal Service generally delivers mail. If I do not revoke this Agreement by the Deadline, then (a) the Companies and the undersigned waive the right to cancel or rescind this Agreement even if the other party breaches this Agreement, although the party suffering a breach may assert a claim for such breach of this Agreement and (b) the day after the Deadline will be the “Effective DateWHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” The undersigned warrants to the Companies that (a) the undersigned was given the opportunity to take at least 21 days to consider this AgreementTHE UNDERSIGNED, (b) the undersigned was encouraged to consult his attorney before he signed this AgreementBEING AWARE OF SAID CODE SECTION, (c) the undersigned was encouraged to discussed this Agreement with the EEOC’s mediatorHEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, (d) the undersigned resigned on AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. IN ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, 20 , (the “Termination Date”); (e) the undersigned is voluntarily making this Agreement; (f) no person has committed actual or economic coercion to cause the undersigned to sign this Agreement; and (g) the undersigned has been paid all compensation, overtime and other pay, and the undersigned has received all benefits, to which he is entitled from the Companies through and including the Termination Date. The undersigned warrants to the Companies that he does not know of any misrepresentation, fraud, deceit, obtaining of money by improper means, misuse of the mails, mail or wire fraud, discrimination, harassment, price-fixing, lawbreaking, breach of confidentiality, infringement on the rights of others, failure to notify or warn of defective products, manufacture, sale or lease of unsafe or defective products, or any other illegal or improper action (all of which are called “Improper Conduct”), by the Companies or anyone who is affiliated with the Companies; except that if he does have such knowledge, he has initialed here: and has provided all of the details regarding such knowledge in a written statement attached to this Agreement. (If the Companies’ copy of this Agreement does not have initials in the above blank, and does not have a statement attached to this Agreement, then the undersigned does not have any knowledge of Improper Conduct.) The undersigned understands and agrees that he is waiving all possible rights and claims against the Released Parties under the federal Age Discrimination in Employment Act of 1967 as amended (the “ADEA”) and the Older Worker’s Benefit Protection Act of 1990 (the “OWBPA”). Ten percent of the undersigned’s Severance Pay is consideration for this waiver. The undersigned’s release does not affect his right to notify a government agency of wrongdoing against him, or against others, by the Companies. Any Released Party may enforce this release of that Released Party as an intended third-party beneficiary of this Agreement. The undersigned represents and warrants that there has been no assignment or other transfer of any interest in any Claim which he may have against any or all of the Released Parties and the undersigned agrees to indemnify, pay for the defense of, and hold every and all of the Released Parties harmless, from all liabilities, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by any of all of the Released Parties as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. The indemnifications, payments for defense, and hold harmless obligations, stated in the previous sentence, are not conditioned on any Released Party’s payment before recovering from the undersigned under the previous sentence. The undersigned agrees that if he hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against any Released Party, any of the Claims released hereunder, then the undersigned shall pay every and all of the Released Parties, in addition to any other damages caused to the Released Parties thereby, all attorneys’ fees incurred by the Released Parties in defending or otherwise responding to said suit or Claim. Nothing herein shall prevent the undersigned from raising or asserting any defense in any suit, claim, proceeding or investigation brought by any of the Released Parties, and by raising or asserting any such defense, the undersigned shall not become obligated to pay attorneys’ fees under this paragraph. The undersigned further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by any Released Party, who have consistently taken the position that they have no liability whatsoever to the undersigned. The undersigned acknowledges that different or additional facts may be discovered in addition to what is now known or believed to be true by him with respect to the matters released in this Agreement, and the undersigned agrees that this Agreement shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts.THE UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

Appears in 1 contract

Samples: Employment Agreement (BreitBurn Energy Partners L.P.)

FORM OF RELEASE. For valuable considerationIn consideration for the Severance Benefits provided for per the terms of the Employment Agreement between Anebulo Pharmaceuticals, the receipt and adequacy of which are hereby acknowledgedInc., the undersigned does hereby release and forever discharge Mid-Con Energy Partners L.P., a Delaware corporation (the “LPCompany”) and Kxxxxxx Xxxxx (the “Executive”), Mid-Con Energy GPExecutive agrees for the Executive, LLC the Executive’s spouse and child or children (the “LLC”if any), every entity of which the LP Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and the LLCassigns, together or separatelyhereby forever to release, discharge, and directly covenant not to sxx the Company, and any of its past, present, or indirectlyfuture parent, control at least 50% affiliated, related, and/or subsidiary entities, and all of the voting or management rights or interests (all of which entities, together with the LP past and the LLC, are called the “Companies”) and each of the Companies’ joint or several partnerspresent directors, shareholders, members, owners, associates, affiliates, subsidiaries, successors, heirs, assigns, agents, directors, officers, managersgeneral or limited partners, employees, representatives, insurersagents, and attorneys, and all persons acting byagents and representatives of such entities, throughand employee benefit plans in which the Executive is or has been a participant by virtue of his employment with the Company (collectively, or under them, or any of them (all of which and whom are collectively called the “Released PartiesReleasees”), of from any and from all claims, actionsdebts, demands, accounts, judgments, rights, causes of action action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, torts, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed asserted or contingent (“Actions”)unasserted, suspected or unsuspected, which the undersigned now Executive has or may hereafter have had against such Releasees based on any events or all of the Released Parties by reason of any matter, cause, circumstances arising or thing whatsoever arising from the beginning of time occurring on or prior to the date hereof this release (hereinafter called the ClaimsRelease)) is executed, providedarising directly or indirectly out of, howeverrelating to, that the undersigned does not release or in any other way involving in any manner whatsoever, (a) any Claims for defense and/or indemnity pursuant to any obligation to defend the Executive’s employment with the Company or indemnify that exists on its subsidiaries or the date of this Release termination thereof or (b) claims for vested benefits under the Executive’s status at any employee benefit plan time as defined by the Employee Retirement Income Security Act a holder of 1974 and applicable regulations, both as amended to the date of this Release (both of which (a) and (b) are called the “Excluded Claims”). The Claims released herein include, without limiting the generality any securities of the foregoingCompany, and any and all Claims in any way claims arising out ofunder federal, based uponstate, or related to the undersigned’s employment or termination of employment by or with any or all Released Parties; any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other benefits except for Excluded Claims local laws relating to benefits; any claim under employment, or with respect to all stock optionsecurities, restricted stockincluding without limitation claims of wrongful discharge, phantom stock or other equity-based incentive, plan breach of any or all Released Parties (or any related agreement to which any Released Party is a party); all alleged breaches of all express or implied contracts of employment; all alleged torts; breaches of all restrictions on all Released Parties’ rights to terminate the employment of the undersigned; and all alleged violations of all federalcontract, state or local statutesfraud, ordinancesmisrepresentation, laws, regulations, judicially-created rightsdefamation, or other legal rights includingliability in tort, without limitationclaims of any kind that may be brought in any court or administrative agency, any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Equal Pay Americans with Disabilities Act, the Family Medical Leave Fair Labor Standards Act, the Americans With Disabilities Act, 42 U.S.C. §§ 1981 – 1986, the Older Workers’ Benefit Protection Act of 1990, the Employee Retirement Income Security Act, the National Family and Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Sxxxxxxx-Xxxxx Act, the California Labor Relations Code, the California Family Rights Act, the California Fair Employment and Housing Act, and similar state or local statutes, ordinances, and regulations; provided, however, notwithstanding anything to the Oklahoma Labor Code (40 O.S. §§ 1-101 et seq.)contrary set forth herein, each as amended. Notwithstanding the foregoing, that this Release shall not operate to release any rights or claims (and such rights or claims shall not be included in the definition of “Claims”) of the undersigned with respect extend to (i) accrued benefit claims under employee pension or vested benefits he may have, if any, under any applicable plan, policy, program, arrangement welfare benefit plans in which the Executive is a participant by virtue of his employment with the Company or agreement of any Mid-Con Entity (as defined in the Employment Agreement), including, without limitation, pursuant to any equity or long-term incentive plans, programs or agreementsits subsidiaries, (ii) any rights of indemnification and/or advancement the Executive may have under any written agreement between the Executive and the Company (or its affiliates), the Company’s Certificate of expenses pursuant to Incorporation, the corporate governance documents Partnership’s LP Agreement, the General Corporation Law of the State of Delaware, any Mid-Con Entity applicable statute or applicable common law, or the protections of pursuant to any directors’ and officers’ liability policies of any Mid-Con Entityapplicable insurance policy, (iii) claims which arise after the date the undersigned executes this Releaseunemployment compensation, or (iv) contractual rights to vested equity awards, (v) COBRA benefits and (vi) any Excluded Claimsrights that may not be waived as a matter of law. The undersigned In giving the release herein, which includes claims which may cancel be unknown to Executive at present, the Executive acknowledges that the Executive has read and revoke this Agreement by delivering a written revocation notice to: Mid-Con Energy Partners, L.P., Attention: Chairman understands Section 1542 of the Compensation and Governance Committee of the Board of DirectorsCalifornia Civil Code, 0000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000, by the end of business on the seventh day after the undersigned signs this Agreement (the which reads as follows: Deadline”). If the Deadline is a Saturday, Sunday or day on which the U.S. Postal Service A general release does not generally deliver mailextend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the Deadline will extended to the close of business on the first business day after such day on which the Postal Service generally delivers mail. If I do not revoke this Agreement by the Deadline, then (a) the Companies and the undersigned waive the right to cancel debtor or rescind this Agreement even if the other party breaches this Agreement, although the party suffering a breach may assert a claim for such breach of this Agreement and (b) the day after the Deadline will be the “Effective Datereleased party.” The undersigned warrants Executive hereby expressly waives and relinquishes all rights and benefits under that section and any law of any other jurisdiction of similar effect with respect to the Companies that (a) Executive’s release of claims herein, including but not limited to the undersigned was given the opportunity to take at least 21 days to consider this Agreement, (b) the undersigned was encouraged to consult his attorney before he signed this Agreement, (c) the undersigned was encouraged to discussed this Agreement with the EEOCExecutive’s mediator, (d) the undersigned resigned on , 20 , (the “Termination Date”); (e) the undersigned is voluntarily making this Agreement; (f) no person has committed actual or economic coercion to cause the undersigned to sign this Agreement; and (g) the undersigned has been paid all compensation, overtime and other pay, and the undersigned has received all benefits, to which he is entitled from the Companies through and including the Termination Daterelease of unknown claims. The undersigned warrants to the Companies Executive understands that he does not know this Release includes a release of any misrepresentation, fraud, deceit, obtaining of money by improper means, misuse of the mails, mail or wire fraud, discrimination, harassment, price-fixing, lawbreaking, breach of confidentiality, infringement on the rights of others, failure to notify or warn of defective products, manufacture, sale or lease of unsafe or defective products, or any other illegal or improper action (all of which are called “Improper Conduct”), by the Companies or anyone who is affiliated with the Companies; except that if he does have such knowledge, he has initialed here: and has provided all of the details regarding such knowledge in a written statement attached to this Agreement. (If the Companies’ copy of this Agreement does not have initials in the above blank, and does not have a statement attached to this Agreement, then the undersigned does not have any knowledge of Improper Conduct.) The undersigned understands and agrees that he is waiving all possible rights and claims against the Released Parties arising under the federal Age Discrimination in Employment Act of 1967 as amended (the “ADEA”) ), and that the Older Worker’s Benefit Protection Act consideration given for the Release is in addition to anything of 1990 (the “OWBPA”). Ten percent of the undersigned’s Severance Pay value to which Executive is consideration for this waiveralready entitled. The undersignedExecutive acknowledges that the Executive has been advised, as required by the ADEA, that: (i) the Executive’s waiver and release does not affect apply to any rights or claims that may arise after the date that the Executive signs this Release; (ii) the Executive should consult with an attorney prior to signing this Release (although the Executive may choose voluntarily not to do so); (iii) the Executive has 21 calendar days to review and consider this Release (though he may use as much or all of his right to notify a government agency of wrongdoing against him21-day period as he wishes before signing, or against others, by the Companies. Any Released Party may enforce this release of that Released Party as an intended third-party beneficiary of this Agreement. The undersigned represents and warrants that there he has been no assignment or other transfer of any interest in any Claim which done so); and (iv) the Executive further warrants that he may have against any or all of the Released Parties and the undersigned agrees to indemnifyunderstands that, pay for the defense of, and hold every and all of the Released Parties harmless, from all liabilities, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by any of all of the Released Parties as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. The indemnifications, payments for defense, and hold harmless obligations, stated in the previous sentence, are not conditioned on any Released Party’s payment before recovering from the undersigned under the previous sentence. The undersigned agrees that if he hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against any Released Party, any of the Claims released hereunder, then the undersigned shall pay every and all of the Released Parties, in addition to any other damages caused to the Released Parties thereby, all attorneys’ fees incurred by the Released Parties in defending or otherwise responding to said suit or Claim. Nothing herein shall prevent the undersigned from raising or asserting any defense in any suit, claim, proceeding or investigation brought by any of the Released Parties, and by raising or asserting any such defense, the undersigned shall not become obligated to pay attorneys’ fees under this paragraph. The undersigned further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by any Released Party, who have consistently taken the position that they have no liability whatsoever to the undersigned. The undersigned acknowledges that different or additional facts may be discovered in addition to what is now known or believed to be true by him with respect to the matters released release of age discrimination claims only, he has a period of seven (7) days after executing on the second signature line below to revoke the release of age discrimination claims by notice in writing to the Company. Executive understands that nothing in this AgreementRelease prevents Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, the California Department of Fair Employment and the undersigned Housing, or any other government agency, except that Executive acknowledges and agrees that Executive hereby waives Executive’s right to any monetary benefits in connection with any such claim, charge or proceeding. Additionally, while this Agreement shall be Release does not limit Executive’s right to receive an award for information provided to the Securities and remain Exchange Commission, Executive is otherwise waiving, to the fullest extent permitted by law, any and all rights Executive may have to individual relief based on any claims that Executive has released and any rights Executive has waived by signing this Release. Nothing in effect this Release prevents Executive from discussing or disclosing information about unlawful acts in all respects the workplace, such as harassment or discrimination or any other conduct that Executive has reason to believe is unlawful. Executive further acknowledges that Executive has been advised, as required by California Government Code Section 12964.5(b)(4), that Executive has the right to consult an attorney regarding this Release and that Executive was given a complete reasonable time period of not less than five (5) business days in which to do so. Executive further acknowledges and final release agrees that, in the event Executive signs this Release prior to the end of the matters releasedreasonable time period provided by the Company, notwithstanding any Executive’s decision to accept such shortening of time is knowing and voluntary and is not induced by the Company through fraud, misrepresentation, or a threat to withdraw or alter the offer prior to the expiration of the reasonable time period, or by providing different or additional factsterms to employees who sign such a release prior to the expiration of the time period. The Executive is hereby advised to consult with an attorney prior to executing this Release. By his signature below, the Executive warrants that he has had the opportunity to do so and to be fully and fairly advised by that legal counsel as to the terms of this Release.

Appears in 1 contract

Samples: Employment Agreement (Anebulo Pharmaceuticals, Inc.)

FORM OF RELEASE. As used in this Release of Claims (this “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the letter agreement dated November 3, 2015, between MagnaChip Semiconductor, Ltd. (the “Company) and Xxxxx Moo Xxx (my “Letter Agreement”). For and in consideration of the Severance Benefit, and other good and valuable consideration, the receipt I, for and adequacy on behalf of which are myself and my executors, heirs, administrators, representatives, and assigns, hereby acknowledged, the undersigned does hereby agree to release and forever discharge Mid-Con Energy Partners L.P.the Company, (the “LP”)Parent and all of their respective predecessors, Mid-Con Energy GP, LLC (the “LLC”), every entity of which the LP and the LLC, together or separatelysuccessors, and directly or indirectlypast, control at least 50% of the voting or management rights or interests (all of which current, and future parent entities, together with the LP and the LLCaffiliates, are called the “Companies”) and each of the Companies’ joint or several partnerssubsidiary entities, investors, directors, shareholders, members, ownersofficers, associatesgeneral or limited partners, affiliatesemployees, subsidiaries, successors, heirs, assignsattorneys, agents, directors, officers, managers, employees, and representatives, insurersand the employee benefit plans in which I am or have been a participant by virtue of my employment with or service to the Company (collectively, and attorneys, and all persons acting by, through, or under them, or any of them (all of which and whom are collectively called the “Released PartiesCompany Releasees”), of from any and from all claims, actions, causes of action in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, torts, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (“Actions”), which the undersigned now has claims that I have or may hereafter have had against the Company Releasees based on any events or all of the Released Parties by reason of any matter, cause, circumstances arising or thing whatsoever arising from the beginning of time occurring on or prior to the date hereof (hereinafter called “Claims”), provided, however, that the undersigned does not release (a) any Claims for defense and/or indemnity pursuant to any obligation to defend and arising directly or indemnify that exists on the date of this Release or (b) claims for vested benefits under any employee benefit plan as defined by the Employee Retirement Income Security Act of 1974 and applicable regulations, both as amended to the date of this Release (both of which (a) and (b) are called the “Excluded Claims”). The Claims released herein include, without limiting the generality of the foregoing, all Claims in any way arising indirectly out of, based uponrelating to, or related to the undersigned’s employment or termination of in any other way involving in any manner whatsoever my employment by or with service to the Company or the termination thereof, including without limitation any and all claims arising under national, federal, provincial, state, or all Released Parties; any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other benefits except for Excluded Claims local laws relating to benefits; any claim under or with respect to all stock optionemployment, restricted stockincluding without limitation claims of wrongful discharge, phantom stock or other equity-based incentive, plan breach of any or all Released Parties (or any related agreement to which any Released Party is a party); all alleged breaches of all express or implied contracts contract, fraud, misrepresentation, defamation, intentional infliction of employment; all alleged torts; breaches of all restrictions on all Released Parties’ rights to terminate the employment of the undersigned; and all alleged violations of all federalemotional distress, state or local statutes, ordinances, laws, regulations, judicially-created rightswhistleblowing, or other legal rights liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Americans With Disabilities Act, 42 U.S.C. §§ 1981 – 1986, the Older Workers’ Benefit Protection Fair Labor Standards Act of 19901938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, the National Labor Relations Actas amended, and the Oklahoma Labor Code (40 O.S. §29 U.S.C. § 1-101 1001 et seq.; and any similar national, provincial, state, or local laws of the United States, the Republic of Korea or any other jurisdiction. I agree further that this Release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by me or my descendants, dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph and that I have not filed any claim against any of the Releasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as amendedrequired by law; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”). Further, I understand that, by executing this Release, I will be limiting the availability of certain remedies that I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, this Release shall I do not operate to release any rights or claims (and such rights or claims shall not be included in the definition of “Claims”) of the undersigned with respect to (i) accrued or vested benefits he may have, if any, under any applicable plan, policy, program, arrangement or agreement claims to receive the Severance Benefit in accordance with the terms of any Mid-Con Entity (as defined in the Employment Letter Agreement), including, without limitation, pursuant to any equity or long-term incentive plans, programs or agreements, (ii) claims for indemnification and/or advancement arising under any applicable indemnification obligation of expenses pursuant to the corporate governance documents of any Mid-Con Entity Company or applicable law, or the protections of any directors’ and officers’ liability policies of any Mid-Con Entity, (iii) claims that cannot be waived by law. Further, nothing in this Release shall prevent me from (a) initiating or causing to be initiated on my behalf any claim against the Company before any local, state, or federal agency, court, or other body challenging the validity of the waiver of my claims under the ADEA (but no other portion of such waiver); or (b) initiating or participating in an investigation or proceeding conducted by the EEOC. I acknowledge that I have been given at least [21]/[45]1 days in which arise after to consider this Release. I acknowledge further that the date the undersigned executes Company has advised me to consult with an attorney of my choice before signing this Release, or and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (iv) if any), and that I voluntarily waive any Excluded Claimsremaining consideration period. The undersigned may cancel I understand that after executing this Release, I have the right to revoke it within seven days after its execution. I understand that this Release will not become effective and revoke this Agreement by delivering a written enforceable unless the seven-day revocation notice to: Mid-Con Energy Partners, L.P., Attention: Chairman of the Compensation period passes and Governance Committee of the Board of Directors, 0000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000, by the end of business on the seventh day after the undersigned signs this Agreement (the “Deadline”). If the Deadline is a Saturday, Sunday or day on which the U.S. Postal Service does not generally deliver mail, the Deadline will extended to the close of business on the first business day after such day on which the Postal Service generally delivers mail. If I do not revoke the Release in writing. I understand that this Agreement by Release may not be revoked after the Deadline, then (a) the Companies and the undersigned waive the right to cancel or rescind this Agreement even if the other party breaches this Agreement, although the party suffering a breach may assert a claim for such breach seven-day revocation period has passed. I understand also that any revocation of this Agreement Release must be made in writing and (b) delivered to the Company at its principal place of business within the seven-day period. This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to the Deadline Severance Benefit unless this Release is effective on or before the date that is 60 days following the date of my termination of employment. I hereby agree to waive any and all claims to re-employment with the Company or any of its affiliates and affirmatively agree not to seek further employment with the Company or any of its affiliates. The provisions of this Release will be binding upon my heirs, executors, administrators, legal representatives, and assigns. If any provision of this Release will be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision will be of no force or effect. The illegality or unenforceability of such provision, however, will have no effect upon and will not impair the “Effective Date.” The undersigned warrants enforceability of any other provision of this Release. This Release will be governed in accordance with the laws of the State of Delaware, without reference to the Companies that (a) the undersigned was given the opportunity to take at least 21 days to consider this Agreement, (b) the undersigned was encouraged to consult his attorney before he signed this Agreement, (c) the undersigned was encouraged to discussed this Agreement with the EEOC’s mediator, (d) the undersigned resigned on , 20 , (the “Termination Date”); (e) the undersigned is voluntarily making this Agreement; (f) no person has committed actual principles of conflicts of law. Any dispute or economic coercion to cause the undersigned to sign this Agreement; and (g) the undersigned has been paid all compensation, overtime and other pay, and the undersigned has received all benefits, to which he is entitled from the Companies through and including the Termination Date. The undersigned warrants to the Companies that he does not know claim arising out of any misrepresentation, fraud, deceit, obtaining of money by improper means, misuse of the mails, mail or wire fraud, discrimination, harassment, price-fixing, lawbreaking, breach of confidentiality, infringement on the rights of others, failure to notify or warn of defective products, manufacture, sale or lease of unsafe or defective products, or any other illegal or improper action (all of which are called “Improper Conduct”), by the Companies or anyone who is affiliated with the Companies; except that if he does have such knowledge, he has initialed here: and has provided all of the details regarding such knowledge in a written statement attached relating to this Agreement. (If the Companies’ copy Release or claim of this Agreement does not have initials breach hereof will be brought exclusively in the above blank, and does not have a statement attached to this Agreement, then United States District Court for 1 NTD: To be selected based on whether applicable termination was “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the undersigned does not have any knowledge of Improper Conduct.) The undersigned understands and agrees that he is waiving all possible rights and claims against the Released Parties under the federal Age Discrimination in Employment Act of 1967 as amended (the “ADEA”) and the Older Worker’s Benefit Protection Act of 1990 (the “OWBPA”1967). Ten percent the District of Delaware to the undersigned’s Severance Pay is consideration for this waiver. The undersigned’s release extent that federal jurisdiction exists, and in the Delaware Chancery Court to the extent that federal jurisdiction does not affect his exist. By execution of this Release, I am waiving any right to notify a government agency of wrongdoing against him, or against others, trial by the Companies. Any Released Party may enforce this release of that Released Party as an intended third-party beneficiary of this Agreement. The undersigned represents and warrants that there has been no assignment or other transfer of any interest jury in any Claim which he may have against any or all of the Released Parties and the undersigned agrees to indemnify, pay for the defense of, and hold every and all of the Released Parties harmless, from all liabilities, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by any of all of the Released Parties as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. The indemnifications, payments for defense, and hold harmless obligations, stated in the previous sentence, are not conditioned on any Released Party’s payment before recovering from the undersigned under the previous sentence. The undersigned agrees that if he hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against any Released Party, any of the Claims released hereunder, then the undersigned shall pay every and all of the Released Parties, in addition to any other damages caused to the Released Parties thereby, all attorneys’ fees incurred by the Released Parties in defending or otherwise responding to said suit or Claim. Nothing herein shall prevent the undersigned from raising or asserting any defense in connection with any suit, claimaction, or proceeding under or investigation brought by any of the Released Parties, and by raising or asserting any such defense, the undersigned shall not become obligated to pay attorneys’ fees under in connection with this paragraphRelease. The undersigned further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by any Released Party, who have consistently taken the position that they have no liability whatsoever to the undersigned. The undersigned acknowledges that different or additional facts may be discovered in addition to what is now known or believed to be true by him with respect to the matters released in this Agreement, and the undersigned agrees that this Agreement shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts.Xxxxx Moo Xxx

Appears in 1 contract

Samples: MAGNACHIP SEMICONDUCTOR Corp

FORM OF RELEASE. As used in this Release of Claims (this “Release”), the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, proceedings, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities, of whatsoever kind or nature, in law, in equity, or otherwise. Capitalized terms used but not defined in this Release will have the meanings given to them in the Employment Agreement dated [ ], 2018, between MagnaChip Semiconductor, Ltd. (the “Company), MagnaChip Semiconductor Corporation, a Delaware corporation (“Parent”), and [ ] (my “Employment Agreement”). For and in consideration of the payments and benefits under Section 5[(b)]/[(c)] of the Employment Agreement, and other good and valuable consideration, the receipt I, for and adequacy on behalf of which are myself and my executors, heirs, administrators, representatives, and assigns, hereby acknowledged, the undersigned does hereby agree to release and forever discharge Mid-Con Energy Partners L.P.the Company, (the “LP”)Parent and all of their respective predecessors, Mid-Con Energy GP, LLC (the “LLC”), every entity of which the LP and the LLC, together or separatelysuccessors, and directly or indirectlypast, control at least 50% of the voting or management rights or interests (all of which current, and future parent entities, together with the LP and the LLCaffiliates, are called the “Companies”) and each of the Companies’ joint or several partnerssubsidiary entities, investors, directors, shareholders, members, ownersofficers, associatesgeneral or limited partners, affiliatesemployees, subsidiaries, successors, heirs, assignsattorneys, agents, directors, officers, managers, employees, and representatives, insurersand the employee benefit plans in which I am or have been a participant by virtue of my employment with or service to the Company (collectively, and attorneys, and all persons acting by, through, or under them, or any of them (all of which and whom are collectively called the “Released PartiesCompany Releasees”), of from any and from all claims, actions, causes of action in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, torts, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (“Actions”), which the undersigned now has claims that I have or may hereafter have had against the Company Releasees based on any events or all of the Released Parties by reason of any matter, cause, circumstances arising or thing whatsoever arising from the beginning of time occurring on or prior to the date hereof (hereinafter called “Claims”), provided, however, that the undersigned does not release (a) any Claims for defense and/or indemnity pursuant to any obligation to defend and arising directly or indemnify that exists on the date of this Release or (b) claims for vested benefits under any employee benefit plan as defined by the Employee Retirement Income Security Act of 1974 and applicable regulations, both as amended to the date of this Release (both of which (a) and (b) are called the “Excluded Claims”). The Claims released herein include, without limiting the generality of the foregoing, all Claims in any way arising indirectly out of, based uponrelating to, or related to the undersigned’s employment or termination of in any other way involving in any manner whatsoever my employment by or with service to the Company or the termination thereof, including without limitation any and all claims arising under national, federal, provincial, state, or all Released Parties; any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other benefits except for Excluded Claims local laws relating to benefits; any claim under or with respect to all stock optionemployment, restricted stockincluding without limitation claims of wrongful discharge, phantom stock or other equity-based incentive, plan breach of any or all Released Parties (or any related agreement to which any Released Party is a party); all alleged breaches of all express or implied contracts contract, fraud, misrepresentation, defamation, intentional infliction of employment; all alleged torts; breaches of all restrictions on all Released Parties’ rights to terminate the employment of the undersigned; and all alleged violations of all federal, state or local statutes, ordinances, laws, regulations, judicially-created rightsemotional distress, or other legal rights liability in tort, and claims of any kind that may be brought in any court or administrative agency, and any related claims for attorneys’ fees and costs, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 U.S.C. Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 U.S.C. Section 621, et seq. (the “ADEA”); the Equal Pay Act, as amended, 29 U.S.C. Section 206(d); regulations of the Office of Federal Contract Compliance, 41 C.F.R. Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Americans With Disabilities Act, 42 U.S.C. §§ 1981 – 1986, the Older Workers’ Benefit Protection Fair Labor Standards Act of 19901938, as amended, 29 U.S.C. § 201 et seq.; the Employee Retirement Income Security Act, the National Labor Relations Actas amended, and the Oklahoma Labor Code (40 O.S. §29 U.S.C. § 1-101 1001 et seq.; and any similar national, provincial, state, or local laws of the United States, the Republic of Korea or any other jurisdiction. I agree further that this Release may be pleaded as a full defense to any action, suit, arbitration, or other proceeding covered by the terms hereof that is or may be initiated, prosecuted, or maintained by me or my descendants, dependents, heirs, executors, administrators, or assigns. By signing this Release, I acknowledge that I intend to waive and release all rights known or unknown that I may have against the Company Releasees under these and any other laws. I acknowledge and agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise to any claims under any of the laws listed in the preceding paragraph and that I have not filed any claim against any of the Releasees before any local, state, federal, or foreign agency, court, arbitrator, mediator, arbitration or mediation panel, or other body (each individually a “Proceeding”). I (i) acknowledge that I will not initiate or cause to be initiated on my behalf any Proceeding and will not participate in any Proceeding, in each case, except as amendedrequired by law; and (ii) waive any right that I may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”). Further, I understand that, by executing this Release, I will be limiting the availability of certain remedies that I may have against the Company and limiting also my ability to pursue certain claims against the Company Releasees. By executing this Release, I specifically release all claims relating to my employment and its termination under ADEA, a federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. Notwithstanding the generality of the foregoing, I do not release (i) claims to receive payments and benefits under Section 5[(b)]/[(c)] of the Employment Agreement in accordance with the terms of the Employment Agreement, (ii) claims for indemnification arising under any applicable indemnification obligation of the Company, (iii) any vested rights I may have under any qualified employee benefit plans, programs or policies of the Company and any of its Affiliates, or (iv) claims that cannot be waived by law. Further, nothing in this Release shall not operate prevent me from (a) initiating or causing to release be initiated on my behalf any rights claim against the Company before any local, state, or claims (and such rights federal agency, court, or claims shall not be included in other body challenging the definition of “Claims”) validity of the undersigned with respect to waiver of my claims under the ADEA (but no other portion of such waiver); or (b) initiating or participating in an investigation or proceeding conducted by the EEOC. I understand that nothing in this Agreement will preclude, prohibit or restrict me from (i) accrued communicating with, any federal, state or vested benefits he may havelocal administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the EEOC or any other federal state or local administrative agency or regulatory authority. Nothing in this Agreement, or any other agreement with the Company, prohibits or is intended in any manner to prohibit, me from (i) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (ii) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit my right to receive an award (including, without limitation, a monetary reward) for information provided to the SEC. I do not need the prior authorization of anyone at the Company to make any such reports or disclosures, and I am not required to notify the Company that I have made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). I cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) (A) in confidence to federal, state or local government officials, directly or indirectly, or to an attorney, and (B) for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. I acknowledge that I have been given at least [21]/[45]2 days in which to consider this Release. I acknowledge further that the Company has advised me to consult with an attorney of my choice before signing this Release, and I have had sufficient time to consider the terms of this Release. I represent and acknowledge that if I execute this Release before [21]/[45] days have elapsed, I do so knowingly, voluntarily, and upon the advice and with the approval of my legal counsel (if any), and that I voluntarily waive any remaining consideration period. I understand that after executing this Release, I have the right to revoke it within seven days after its execution. I understand that this Release will not become effective and enforceable unless the seven-day revocation period passes and I do not revoke the Release in writing. I understand that this Release may not be revoked after the seven-day revocation period has passed. I understand also that any revocation of this Release must be made in writing and delivered to the Company at its principal place of business within the seven-day period. This Release will become effective, irrevocable, and binding on the eighth day after its execution, so long as I have not timely revoked it as set forth above. I understand and acknowledge that I will not be entitled to payments or benefits under any applicable plan, policy, program, arrangement Section [5(b)]/[(c)] of the Employment Agreement unless this Release is effective on or agreement before the date that is 60 days following the Date of any Mid-Con Entity Termination (as defined in the Employment Agreement). I hereby agree to waive any and all claims to re-employment with the Company or any of its affiliates and affirmatively agree not to seek further employment with the Company or any of its affiliates. The provisions of this Release will be binding upon my heirs, includingexecutors, administrators, legal representatives, and assigns. If any provision of this Release will be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision will be of no force or effect. The illegality or unenforceability of such provision, however, will have no effect upon and will not impair the enforceability of any other provision of this Release. This Release will be governed in accordance with the laws of the State of Delaware, without limitation, pursuant to any equity or long-term incentive plans, programs or agreements, (ii) indemnification and/or advancement of expenses pursuant reference to the corporate governance documents principles of any Mid-Con Entity conflicts of law. Any dispute or applicable lawclaim arising out of or relating to this Release or claim of breach hereof will be brought exclusively in the United States District Court for the District of Delaware to the extent that federal jurisdiction exists, or and in the protections of any directors’ and officers’ liability policies of any Mid-Con Entity, (iii) claims which arise after Delaware Chancery Court to the date the undersigned executes this Release, or (iv) any Excluded Claims. The undersigned may cancel and revoke this Agreement by delivering a written revocation notice to: Mid-Con Energy Partners, L.P., Attention: Chairman of the Compensation and Governance Committee of the Board of Directors, 0000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000, by the end of business on the seventh day after the undersigned signs this Agreement (the “Deadline”). If the Deadline is a Saturday, Sunday or day on which the U.S. Postal Service extent that federal jurisdiction does not generally deliver mail, the Deadline will extended to the close exist. By execution of business 2 NTD: To be selected based on the first business day after whether applicable termination was “in connection with an exit incentive or other employment termination program” (as such day on which the Postal Service generally delivers mail. If I do not revoke this Agreement by the Deadline, then (a) the Companies and the undersigned waive the right to cancel or rescind this Agreement even if the other party breaches this Agreement, although the party suffering a breach may assert a claim for such breach of this Agreement and (b) the day after the Deadline will be the “Effective Date.” The undersigned warrants to the Companies that (a) the undersigned was given the opportunity to take at least 21 days to consider this Agreement, (b) the undersigned was encouraged to consult his attorney before he signed this Agreement, (c) the undersigned was encouraged to discussed this Agreement with the EEOC’s mediator, (d) the undersigned resigned on , 20 , (the “Termination Date”); (e) the undersigned phrase is voluntarily making this Agreement; (f) no person has committed actual or economic coercion to cause the undersigned to sign this Agreement; and (g) the undersigned has been paid all compensation, overtime and other pay, and the undersigned has received all benefits, to which he is entitled from the Companies through and including the Termination Date. The undersigned warrants to the Companies that he does not know of any misrepresentation, fraud, deceit, obtaining of money by improper means, misuse of the mails, mail or wire fraud, discrimination, harassment, price-fixing, lawbreaking, breach of confidentiality, infringement on the rights of others, failure to notify or warn of defective products, manufacture, sale or lease of unsafe or defective products, or any other illegal or improper action (all of which are called “Improper Conduct”), by the Companies or anyone who is affiliated with the Companies; except that if he does have such knowledge, he has initialed here: and has provided all of the details regarding such knowledge in a written statement attached to this Agreement. (If the Companies’ copy of this Agreement does not have initials defined in the above blank, and does not have a statement attached to this Agreement, then the undersigned does not have any knowledge of Improper Conduct.) The undersigned understands and agrees that he is waiving all possible rights and claims against the Released Parties under the federal Age Discrimination in Employment Act of 1967 as amended (the “ADEA”) and the Older Worker’s Benefit Protection Act of 1990 (the “OWBPA”1967). Ten percent of the undersigned’s Severance Pay is consideration for this waiver. The undersigned’s release does not affect his Release, I am waiving any right to notify a government agency of wrongdoing against him, or against others, trial by the Companies. Any Released Party may enforce this release of that Released Party as an intended third-party beneficiary of this Agreement. The undersigned represents and warrants that there has been no assignment or other transfer of any interest jury in any Claim which he may have against any or all of the Released Parties and the undersigned agrees to indemnify, pay for the defense of, and hold every and all of the Released Parties harmless, from all liabilities, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by any of all of the Released Parties as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. The indemnifications, payments for defense, and hold harmless obligations, stated in the previous sentence, are not conditioned on any Released Party’s payment before recovering from the undersigned under the previous sentence. The undersigned agrees that if he hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against any Released Party, any of the Claims released hereunder, then the undersigned shall pay every and all of the Released Parties, in addition to any other damages caused to the Released Parties thereby, all attorneys’ fees incurred by the Released Parties in defending or otherwise responding to said suit or Claim. Nothing herein shall prevent the undersigned from raising or asserting any defense in connection with any suit, claimaction, or proceeding under or investigation brought by any of the Released Parties, and by raising or asserting any such defense, the undersigned shall not become obligated to pay attorneys’ fees under in connection with this paragraphRelease. The undersigned further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by any Released Party, who have consistently taken the position that they have no liability whatsoever to the undersigned. The undersigned acknowledges that different or additional facts may be discovered in addition to what is now known or believed to be true by him with respect to the matters released in this Agreement, and the undersigned agrees that this Agreement shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts.[Name] Date

Appears in 1 contract

Samples: Restricted Stock Units Agreement (MAGNACHIP SEMICONDUCTOR Corp)

FORM OF RELEASE. For valuable considerationTHIS RELEASE (“Release”) is granted effective as of the day of , by (“Executive”) in favor of Equifax Inc. (the “Company”). This is the Release referred to in that certain Change in Control Agreement effective as of , 20 by and between the Company and Executive (the “Agreement”), with respect to which this Release is an integral part. FOR AND IN CONSIDERATION of the payments and benefits provided by the Agreement and the Company’s other promises and covenants as recited in the Agreement, the receipt and adequacy sufficiency of which are hereby acknowledged, the undersigned does hereby release Executive, for himself or herself, Executive’s successors and assigns, now and forever discharge Mid-Con Energy Partners L.P.hereby releases and discharges the Company and all its past and present officers, (the “LP”)directors, Mid-Con Energy GPstockholders, LLC (the “LLC”)employees, every entity of which the LP and the LLCagents, together or separatelyparent corporations, and directly or indirectlypredecessors, control at least 50% of the voting or management rights or interests (all of which entities, together with the LP and the LLC, are called the “Companies”) and each of the Companies’ joint or several partners, shareholders, members, owners, associatessubsidiaries, affiliates, subsidiariesestates, successors, heirs, assigns, agentsbenefit plans, directorsconsultants, officers, managers, employees, representatives, insurersadministrators, and attorneys, attorneys (hereinafter collectively referred to as “Releasees”) from any and all persons acting byclaims, through, or under them, or any of them (all of which and whom are collectively called the “Released Parties”), of and from all claimscharges, actions, causes of action in law or in equityaction, sums of money due, suits, debts, lienscovenants, contracts, agreements, promises, liability, torts, demands, damages, losses, costs, attorneys’ fees demands or expenses, of any nature liabilities (hereinafter collectively referred to as “Claims”) whatsoever, in law or in equity, whether known or unknown, fixed which Executive ever had or contingent (“Actions”), which the undersigned now has or may hereafter have against any or all of the Released Parties by reason of any matter, cause, or thing whatsoever arising from the beginning of time up to the date hereof (hereinafter called “Claims”), provided, however, that the undersigned does not release (a) any Claims for defense and/or indemnity pursuant to any obligation to defend or indemnify that exists on the date of this Release or (b) claims for vested benefits under any employee benefit plan as defined by the Employee Retirement Income Security Act of 1974 and applicable regulations, both as amended to the date of this Release (both of which (a“Release”) and (b) are called the “Excluded Claims”). The Claims released herein includeis executed, without limiting the generality of the foregoing, all Claims in any way arising out of, based upon, or related to the undersigned’s employment or termination of employment by or with any or all Released Parties; any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other benefits except for Excluded Claims relating to benefits; any claim under or with respect to all stock option, restricted stock, phantom stock or other equity-based incentive, plan of any or all Released Parties (or any related agreement to which any Released Party is a party); all alleged breaches of all express or implied contracts of employment; all alleged torts; breaches of all restrictions on all Released Parties’ rights to terminate the employment of the undersigned; and all alleged violations of all federal, state or local statutes, ordinances, laws, regulations, judicially-created rights, or other legal rights including, without limitationbut not limited to, claims under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Equal Pay Act, the Family Medical Leave Act1964 (and all of its amendments), the Americans With with Disabilities Act, 42 U.S.C. §§ 1981 – 1986as amended, or any other federal or state statutes, all tort claims, all claims for wrongful employment termination or breach of contract, and any other claims which Executive has, had, or may have against the Releasees on account of or arising out of Executive’s employment with or termination from the Company; provided, however, that nothing contained in this Release shall in any way diminish or impair (i) any rights of Executive to the benefits conferred or referenced in the Agreement or under any employment agreement between Executive and the Company, (ii) any rights to indemnification that may exist from time to time under any indemnification agreement between Executive and the Company, or the Company’s articles of incorporation or bylaws, or Georgia law, or (iii) Executive’s ability to raise an affirmative defense in connection with any lawsuit or other legal claim or charge instituted or asserted by the Company against Executive (collectively, the Older Workers’ Benefit Protection Act “Excluded Claims”). Without limiting the generality of 1990, the Employee Retirement Income Security Act, the National Labor Relations Act, and the Oklahoma Labor Code (40 O.S. §§ 1-101 et seq.), each as amended. Notwithstanding the foregoing, this Release shall not operate Executive hereby acknowledges and covenants that in consideration for the sums being paid to release Executive he or she has knowingly waived any rights right or claims (opportunity to assert any claim that is in any way connected with any employment relationship or the termination of any employment relationship which existed between the Company and such rights or claims shall not be included in Executive. Executive further understands and agrees that, except for the definition of “Excluded Claims”) , Executive has knowingly relinquished, waived and forever released any and all remedies arising out of the undersigned with respect to (i) accrued aforesaid employment relationship or vested benefits he may have, if any, under any applicable plan, policy, program, arrangement or agreement of any Mid-Con Entity (as defined in the Employment Agreement)termination thereof, including, without limitation, pursuant to any equity or long-term incentive plansclaims for backpay, programs or agreements, (ii) indemnification and/or advancement of expenses pursuant to the corporate governance documents of any Mid-Con Entity or applicable law, or the protections of any directors’ and officers’ liability policies of any Mid-Con Entity, (iii) claims which arise after the date the undersigned executes this Release, or (iv) any Excluded Claims. The undersigned may cancel and revoke this Agreement by delivering a written revocation notice to: Mid-Con Energy Partners, L.P., Attention: Chairman of the Compensation and Governance Committee of the Board of Directors, 0000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000, by the end of business on the seventh day after the undersigned signs this Agreement (the “Deadline”). If the Deadline is a Saturday, Sunday or day on which the U.S. Postal Service does not generally deliver mail, the Deadline will extended to the close of business on the first business day after such day on which the Postal Service generally delivers mail. If I do not revoke this Agreement by the Deadline, then (a) the Companies and the undersigned waive the right to cancel or rescind this Agreement even if the other party breaches this Agreement, although the party suffering a breach may assert a claim for such breach of this Agreement and (b) the day after the Deadline will be the “Effective Date.” The undersigned warrants to the Companies that (a) the undersigned was given the opportunity to take at least 21 days to consider this Agreement, (b) the undersigned was encouraged to consult his attorney before he signed this Agreement, (c) the undersigned was encouraged to discussed this Agreement with the EEOC’s mediator, (d) the undersigned resigned on , 20 , (the “Termination Date”); (e) the undersigned is voluntarily making this Agreement; (f) no person has committed actual or economic coercion to cause the undersigned to sign this Agreement; and (g) the undersigned has been paid all compensation, overtime and other front pay, and the undersigned has received all benefitsliquidated damages, to which he is entitled from the Companies through and including the Termination Date. The undersigned warrants to the Companies that he does not know of any misrepresentationcompensatory damages, fraudgeneral damages, deceitspecial damages, obtaining of money by improper meanspunitive damages, misuse of the mails, mail or wire fraud, discrimination, harassment, price-fixing, lawbreaking, breach of confidentiality, infringement on the rights of others, failure to notify or warn of defective products, manufacture, sale or lease of unsafe or defective products, or any other illegal or improper action (all of which are called “Improper Conduct”), by the Companies or anyone who is affiliated with the Companies; except that if he does have such knowledge, he has initialed here: and has provided all of the details regarding such knowledge in a written statement attached to this Agreement. (If the Companies’ copy of this Agreement does not have initials in the above blank, and does not have a statement attached to this Agreement, then the undersigned does not have any knowledge of Improper Conduct.) The undersigned understands and agrees that he is waiving all possible rights and claims against the Released Parties under the federal Age Discrimination in Employment Act of 1967 as amended (the “ADEA”) and the Older Worker’s Benefit Protection Act of 1990 (the “OWBPA”). Ten percent of the undersigned’s Severance Pay is consideration for this waiver. The undersigned’s release does not affect his right to notify a government agency of wrongdoing against him, or against others, by the Companies. Any Released Party may enforce this release of that Released Party as an intended third-party beneficiary of this Agreement. The undersigned represents and warrants that there has been no assignment or other transfer of any interest in any Claim which he may have against any or all of the Released Parties and the undersigned agrees to indemnify, pay for the defense of, and hold every and all of the Released Parties harmless, from all liabilities, Claims, demands, exemplary damages, costs, expenses and attorneys’ fees incurred by fees. Executive specifically acknowledges and agrees that he or she has knowingly and voluntarily released the Company and all other Releasees from any and all claims arising under the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. § 621, et seq., which Executive ever had or now has from the beginning of all time up to the date this Release is executed, including but not limited to those claims which are in any way connected with any employment relationship or the termination of any employment relationship which existed between the Company and Executive. Executive further acknowledges and agrees that he or she has been advised to consult with an attorney prior to executing this Release and that he or she has been given twenty-one (21) days to consider this Release prior to its execution. Executive also understands that he or she may revoke this Release at any time within seven (7) days following its execution. Executive understands, however, that this Release shall not become effective and that none of the Released Parties as consideration described above shall be paid to him or her until the result expiration of any such assignment the seven-day revocation period. Executive agrees never to seek reemployment or transfer future employment with the Company or any rights or Claims under any such assignment or transfer. The indemnifications, payments for defense, and hold harmless obligations, stated in the previous sentence, are not conditioned on any Released Party’s payment before recovering from the undersigned under the previous sentence. The undersigned agrees that if he hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against any Released Party, any of other Releasees. Executive acknowledges that the Claims released hereunder, then the undersigned shall pay every and all of the Released Parties, in addition to any other damages caused to the Released Parties thereby, all attorneys’ fees incurred by the Released Parties in defending or otherwise responding to said suit or Claim. Nothing herein shall prevent the undersigned from raising or asserting any defense in any suit, claim, proceeding or investigation brought by any of the Released Parties, and by raising or asserting any such defense, the undersigned shall not become obligated to pay attorneys’ fees under this paragraph. The undersigned further understands and agrees that neither the payment of any sum of money nor the execution terms of this Release shall constitute must be kept confidential. Accordingly, Executive agrees not to disclose or publish to any person or entity the terms and conditions or sums being paid in connection with this Release, except as required by law, as necessary to prepare tax returns, or as necessary to enforce the Excluded Claims. It is understood and agreed by Executive that the payment made to him or her is not to be construed as an admission of any liability whatsoever on the part of the Company or any of the other Releasees, by whom liability is expressly denied. Executive agrees and covenants that he or she will not make any Released Party, who have consistently taken the position that they have no liability whatsoever derogatory or disparaging statements about or relating to the undersignedCompany, its business practices, its products, its services or its employment practices and that he or she will not engage in any harassing conduct directed at Company. The undersigned For purposes of this provision, “Company” means and includes the Company and its officers, directors, agents, representatives and employees. Nothing in this provision is intended to prohibit Executive from testifying truthfully in any judicial or quasi-judicial proceeding. This Release is executed by Executive voluntarily and is not based upon any representations or statements of any kind made by the Company or any of the other Releasees as to the merits, legal liabilities or value of his or her claims. Executive further acknowledges that different he or additional facts she has had a full and reasonable opportunity to consider this Release and that he or she has not been pressured or in any way coerced into executing this Release. Executive acknowledges and agrees that this Release may not be discovered revoked at any time after the expiration of the seven-day revocation period and that he or she will not institute any suit, action, or proceeding, whether at law or equity, challenging the enforceability of this Release. Furthermore, with the exception of an action to challenge his or her waiver of claims under the ADEA, if Executive does not prevail in addition an action to what is now known or believed challenge this Release, to obtain an order declaring this Release to be true null and void, or in any action against the Company or any other Releasee based upon a claim which is covered by him with respect the release set forth herein, Executive shall pay to the matters released Company and/or the appropriate Releasee all their costs and attorneys’ fees incurred in their defense of Executive’s action. This Release and the rights and obligations of the parties hereto shall be governed and construed in accordance with the laws of the State of Georgia. If any provision hereof is unenforceable or is held to be unenforceable, such provision shall be fully severable, and this Agreementdocument and its terms shall be construed and enforced as if such unenforceable provision had never comprised a part hereof, the remaining provisions hereof shall remain in full force and effect, and the undersigned agrees that this Agreement court or tribunal construing the provisions shall add as a part hereof a provision as similar in terms and effect to such unenforceable provision as may be enforceable, in lieu of the unenforceable provision. This document contains all terms of the Release and supersedes and invalidates any previous agreements or contracts. No representations, inducements, promises or agreements, oral or otherwise, which are not embodied herein shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different force or additional factseffect.

Appears in 1 contract

Samples: Equifax Inc

FORM OF RELEASE. For valuable considerationGENERAL RELEASE OF CLAIMS 1. _______________ (“Executive”), for himself and his family, heirs, executors, administrators, legal representatives and their respective successors and assigns, in exchange for the receipt and adequacy consideration received pursuant to Sections 6(e) or 6(f) (other than the Accrued Obligations) of the Employment Agreement to which are hereby acknowledgedthis release is attached as Exhibit A (the “Employment Agreement”), the undersigned does hereby release and forever discharge Mid-Con Energy Partners L.P., _____________________ (the “LPCompany”), Mid-Con Energy GPits subsidiaries, LLC (the “LLC”)affiliated companies, every entity of which the LP successors and the LLC, together or separatelyassigns, and directly its current or indirectly, control at least 50% of the voting or management rights or interests (all of which entities, together with the LP and the LLC, are called the “Companies”) and each of the Companies’ joint or several partners, shareholders, members, owners, associates, affiliates, subsidiaries, successors, heirs, assigns, agents, former directors, officers, managers, employees, representativesshareholders or agents in such capacities (collectively with the Company, insurers, and attorneys, and all persons acting by, through, or under them, or any of them (all of which and whom are collectively called the “Released Parties”), of ) from any and from all claims, actions, causes of action in law or in equityaction, suits, debtscontroversies, liens, contracts, agreements, promises, liability, torts, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature claims and demands whatsoever, known for or unknown, fixed or contingent (“Actions”), which the undersigned now has or may hereafter have against any or all of the Released Parties by reason of any matter, causecause or thing whatsoever, whether known or unknown including, but not limited to, all claims under any applicable laws arising under or in connection with Executive’s employment or termination thereof, whether for tort, breach of express or implied employment contract, wrongful discharge, intentional infliction of emotional distress, or thing whatsoever arising from defamation or injuries incurred on the beginning job or incurred as a result of time to the date hereof (hereinafter called “Claims”), provided, however, loss of employment. Executive acknowledges that the undersigned does not release Company encouraged him to consult with an attorney of his choosing, and through this General Release of Claims encourages him to consult with his attorney with respect to possible claims under the Age Discrimination in Employment Act (a“ADEA”) any Claims for defense and/or indemnity pursuant to any obligation to defend or indemnify and that exists he understands that the ADEA is a Federal statute that, among other things, prohibits discrimination on the date basis of this Release or (b) claims for vested age in employment and employee benefits under any employee and benefit plan as defined by the Employee Retirement Income Security Act of 1974 and applicable regulations, both as amended to the date of this Release (both of which (a) and (b) are called the “Excluded Claims”)plans. The Claims released herein include, without Without limiting the generality of the foregoingrelease provided above, Executive expressly waives any and all claims under ADEA that he may have as of the date hereof. Executive further understands that by signing this General Release of Claims he is in any way arising out offact waiving, based upon, or related to the undersigned’s employment or termination of employment by or with any or all Released Parties; any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other benefits except for Excluded Claims relating to benefits; releasing and forever giving up any claim under the ADEA as well as all other laws within the scope of this paragraph 1 that may have existed on or with respect prior to all stock optionthe date hereof. Notwithstanding anything in this paragraph 1 to the contrary, restricted stockthis General Release of Claims shall not apply to (i) any rights to receive any payments or benefits to which the Executive is entitled under COBRA, phantom stock or other equity-based incentive, plan of any or all Released Parties (the Employment Agreement or any related agreement other compensation or employee benefit plans in which the Executive is eligible to which any Released Party is a party); all alleged breaches participate at the time of all express or implied contracts execution of employment; all alleged torts; breaches this General Release of all restrictions on all Released Parties’ rights to terminate the employment of the undersigned; and all alleged violations of all federalClaims, state or local statutes, ordinances, laws, regulations, judicially-created rights, or other legal rights including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Equal Pay Act, the Family Medical Leave Act, the Americans With Disabilities Act, 42 U.S.C. §§ 1981 – 1986, the Older Workers’ Benefit Protection Act of 1990, the Employee Retirement Income Security Act, the National Labor Relations Act, and the Oklahoma Labor Code (40 O.S. §§ 1-101 et seq.), each as amended. Notwithstanding the foregoing, this Release shall not operate to release ii) any rights or claims that may arise as a result of events occurring after the date this General Release of Claims is executed, (iii) any indemnification and such advancement rights Executive may have as a former employee, officer or claims shall not be included in the definition of “Claims”) director of the undersigned with respect to (i) accrued Company or vested benefits he may have, if any, under any applicable plan, policy, program, arrangement its subsidiaries or agreement of any Mid-Con Entity (as defined in the Employment Agreement), including, without limitation, pursuant to any equity or long-term incentive plans, programs or agreementsaffiliated companies, (iiiv) indemnification and/or advancement of expenses pursuant to the corporate governance documents of any Mid-Con Entity or applicable law, or the protections of claims for benefits under any directors’ and officers’ liability policies policy maintained by the Company or its subsidiaries or affiliated companies in accordance with the terms of any Mid-Con Entitysuch policy, and (iii) claims which arise after the date the undersigned executes this Release, or (ivv) any Excluded Claims. The undersigned may cancel and revoke this Agreement by delivering rights as a written revocation notice to: Mid-Con Energy Partners, L.P., Attention: Chairman holder of equity securities of the Compensation and Governance Committee of the Board of Directors, 0000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000, by the end of business on the seventh day after the undersigned signs this Agreement (the “Deadline”). If the Deadline is a Saturday, Sunday or day on which the U.S. Postal Service does not generally deliver mail, the Deadline will extended to the close of business on the first business day after such day on which the Postal Service generally delivers mail. If I do not revoke this Agreement by the Deadline, then (a) the Companies and the undersigned waive the right to cancel or rescind this Agreement even if the other party breaches this Agreement, although the party suffering a breach may assert a claim for such breach of this Agreement and (b) the day after the Deadline will be the “Effective DateCompany.” The undersigned warrants to the Companies that (a) the undersigned was given the opportunity to take at least 21 days to consider this Agreement, (b) the undersigned was encouraged to consult his attorney before he signed this Agreement, (c) the undersigned was encouraged to discussed this Agreement with the EEOC’s mediator, (d) the undersigned resigned on , 20 , (the “Termination Date”); (e) the undersigned is voluntarily making this Agreement; (f) no person has committed actual or economic coercion to cause the undersigned to sign this Agreement; and (g) the undersigned has been paid all compensation, overtime and other pay, and the undersigned has received all benefits, to which he is entitled from the Companies through and including the Termination Date. The undersigned warrants to the Companies that he does not know of any misrepresentation, fraud, deceit, obtaining of money by improper means, misuse of the mails, mail or wire fraud, discrimination, harassment, price-fixing, lawbreaking, breach of confidentiality, infringement on the rights of others, failure to notify or warn of defective products, manufacture, sale or lease of unsafe or defective products, or any other illegal or improper action (all of which are called “Improper Conduct”), by the Companies or anyone who is affiliated with the Companies; except that if he does have such knowledge, he has initialed here: and has provided all of the details regarding such knowledge in a written statement attached to this Agreement. (If the Companies’ copy of this Agreement does not have initials in the above blank, and does not have a statement attached to this Agreement, then the undersigned does not have any knowledge of Improper Conduct.) The undersigned understands and agrees that he is waiving all possible rights and claims against the Released Parties under the federal Age Discrimination in Employment Act of 1967 as amended (the “ADEA”) and the Older Worker’s Benefit Protection Act of 1990 (the “OWBPA”). Ten percent of the undersigned’s Severance Pay is consideration for this waiver. The undersigned’s release does not affect his right to notify a government agency of wrongdoing against him, or against others, by the Companies. Any Released Party may enforce this release of that Released Party as an intended third-party beneficiary of this Agreement. The undersigned represents and warrants that there has been no assignment or other transfer of any interest in any Claim which he may have against any or all of the Released Parties and the undersigned agrees to indemnify, pay for the defense of, and hold every and all of the Released Parties harmless, from all liabilities, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by any of all of the Released Parties as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. The indemnifications, payments for defense, and hold harmless obligations, stated in the previous sentence, are not conditioned on any Released Party’s payment before recovering from the undersigned under the previous sentence. The undersigned agrees that if he hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against any Released Party, any of the Claims released hereunder, then the undersigned shall pay every and all of the Released Parties, in addition to any other damages caused to the Released Parties thereby, all attorneys’ fees incurred by the Released Parties in defending or otherwise responding to said suit or Claim. Nothing herein shall prevent the undersigned from raising or asserting any defense in any suit, claim, proceeding or investigation brought by any of the Released Parties, and by raising or asserting any such defense, the undersigned shall not become obligated to pay attorneys’ fees under this paragraph. The undersigned further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by any Released Party, who have consistently taken the position that they have no liability whatsoever to the undersigned. The undersigned acknowledges that different or additional facts may be discovered in addition to what is now known or believed to be true by him with respect to the matters released in this Agreement, and the undersigned agrees that this Agreement shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts.

Appears in 1 contract

Samples: Employment Agreement (Insmed Inc)

FORM OF RELEASE. For valuable consideration, In further consideration of compensation and benefits provided to Xxxxxx Xxxxx Xxxxxxxx (“Executive”) pursuant to the receipt Agreement between Executive and adequacy of which are hereby acknowledged, the undersigned does hereby release and forever discharge Mid-Con Energy Partners L.P., Radian Group Inc. (the “LPCompany”) entered into as of the day of December, 2011 (the “Agreement”), Mid-Con Energy GP, LLC Executive hereby executes this Release to the Company (herein the “LLC”), every entity of which the LP and the LLC, together or separately, and directly or indirectly, control at least 50% of the voting or management rights or interests (all of which entities, together with the LP and the LLC, are called the “CompaniesRelease”) and does hereby REMISE, RELEASE, AND FOREVER DISCHARGE the Company and each of its past or present subsidiaries and affiliates (as defined in Rule 12b-2 of the Companies’ joint General Rules and Regulations under the Securities Exchange Act of 1934, as amended (“Affiliates”)), its and their past or several partnerspresent officers, shareholdersdirectors, membersstockholders, ownersemployees and agents, associates, affiliates, subsidiaries, successorstheir respective successors and assigns, heirs, assignsexecutors and administrators, the pension and employee benefit plans of the Company, or of its past or present subsidiaries or Affiliates, and the past or present trustees, administrators, agents, directors, officers, managers, employees, representatives, insurers, or employees of the pension and attorneys, and all persons acting by, through, or under them, or any of them employee benefit plans (all of which and whom are hereinafter collectively called included within the term the “Released Parties”), acting in any capacity whatsoever, of and from any and all claims, manner of actions and causes of actions, causes of action suits, debts, claims and demands whatsoever in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, torts, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknown, fixed which Executive ever had, now has, or contingent (“Actions”)hereafter may have, or which the undersigned now has Executive’s heirs, executors or administrators hereafter may hereafter have against any or all of the Released Parties Parties, by reason of any matter, cause, cause or thing whatsoever arising from the beginning of time to Executive’s employment with the date hereof (hereinafter called “Claims”), provided, however, that the undersigned does not release (a) any Claims for defense and/or indemnity pursuant to any obligation to defend or indemnify that exists on the date of this Release or (b) claims for vested benefits under any employee benefit plan as defined by the Employee Retirement Income Security Act of 1974 and applicable regulations, both as amended Company to the date of this Release (both of which (a) and (b) are called the “Excluded Claims”). The Claims released herein includeparticularly, but without limiting the generality limitation of the foregoingforegoing general terms, all Claims any claims arising from or relating in any way arising out ofto Executive’s employment relationship and the termination of Executive’s employment relationship with the Company and its Affiliates, based uponincluding but not limited to, any claims which have been asserted, could have been asserted, or related to could be asserted now or in the undersigned’s employment or termination of employment by or with future under any or all Released Parties; any claim for wages, salary, commissions, bonuses, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other benefits except for Excluded Claims relating to benefits; any claim under or with respect to all stock option, restricted stock, phantom stock or other equity-based incentive, plan of any or all Released Parties (or any related agreement to which any Released Party is a party); all alleged breaches of all express or implied contracts of employment; all alleged torts; breaches of all restrictions on all Released Parties’ rights to terminate the employment of the undersigned; and all alleged violations of all federal, state or local statutes, ordinances, laws, regulationsincluding any claims under the Pennsylvania Human Relations Act, judicially-created rights, or [insert other legal rights including, without limitationapplicable state law] the Rehabilitation Act of 1973, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Equal Pay Older Workers Benefit Protection Act, the WARN Act, the Family and Medical Leave Act, the Americans With with Disabilities Act, 42 U.S.C. §§ 1981 – 1986, the Older Workers’ Benefit Protection Act of 1990, and the Employee Retirement Income Security Act, the National Labor Relations Actall as amended, and any other federal, state or local statutes or common law under which Executive can waive Executive’s rights, any contracts between the Oklahoma Labor Code (40 O.S. §§ 1-101 et seq.)Released Parties and Executive, each as amendedand all claims for counsel fees and costs. Notwithstanding the foregoing, anything in this Release shall to the contrary, Executive does not operate to release any rights or claims (and such rights or claims shall not be included in the definition of “Claims”) of the undersigned with respect to waive (i) accrued or vested benefits he may have, if any, any entitlements under any applicable plan, policy, program, arrangement or agreement the terms of any Mid-Con Entity (as defined in the Employment Agreement), including, without limitation, pursuant to any equity or long-term incentive plans, programs or agreements, (ii) indemnification and/or advancement Executive’s existing right to receive accrued benefits under any plans or programs of expenses pursuant the Company in which Executive participated and under which Executive has accrued and become or may become entitled to the corporate governance documents of benefits (other than under any Mid-Con Entity Company separation or applicable law, severance plan or the protections of any directors’ and officers’ liability policies of any Mid-Con Entityprograms), (iii) any claims which that, by law, may not be waived, (iv) any waiver of rights or claims that may arise after the date this Release is executed, and (v) any right to indemnification under the undersigned executes this Releasebylaws of the Company or its Affiliates, or (iv) under any Excluded Claims. The undersigned may cancel directors and revoke this Agreement by delivering a written revocation notice to: Mid-Con Energy Partnersofficers or other applicable insurance policy, L.P.with respect to Executive’s performance of her duties and obligations as an employee, Attention: Chairman officer or director of the Compensation and Governance Committee Company or any of the Board of Directorsits Affiliates, 0000 Xxxx 00xx Xxxxxxprovided, Xxxxx 000however, Xxxxx, Xxxxxxxx 00000, that any right to indemnification shall not apply with respect to any breach by the end of business on the seventh day after the undersigned signs this Agreement (the “Deadline”). If the Deadline is a Saturday, Sunday or day on which the U.S. Postal Service does not generally deliver mail, the Deadline will extended to the close of business on the first business day after such day on which the Postal Service generally delivers mail. If I do not revoke this Agreement by the Deadline, then (a) the Companies and the undersigned waive the right to cancel or rescind this Agreement even if the other party breaches this Agreement, although the party suffering a breach may assert a claim for such breach of this Agreement and (b) the day after the Deadline will be the “Effective Date.” The undersigned warrants to the Companies that (a) the undersigned was given the opportunity to take at least 21 days to consider this Agreement, (b) the undersigned was encouraged to consult his attorney before he signed this Agreement, (c) the undersigned was encouraged to discussed this Agreement with the EEOC’s mediator, (d) the undersigned resigned on , 20 , (the “Termination Date”); (e) the undersigned is voluntarily making this Agreement; (f) no person has committed actual or economic coercion to cause the undersigned to sign this Agreement; and (g) the undersigned has been paid all compensation, overtime and other pay, and the undersigned has received all benefits, to which he is entitled from the Companies through and including the Termination Date. The undersigned warrants to the Companies that he does not know of any misrepresentation, fraud, deceit, obtaining of money by improper means, misuse of the mails, mail or wire fraud, discrimination, harassment, price-fixing, lawbreaking, breach of confidentiality, infringement on the rights of others, failure to notify or warn of defective products, manufacture, sale or lease of unsafe or defective products, or any other illegal or improper action (all of which are called “Improper Conduct”), by the Companies or anyone who is affiliated with the Companies; except that if he does have such knowledge, he has initialed here: and has provided all of the details regarding such knowledge in a written statement attached to this Agreement. (If the Companies’ copy of this Agreement does not have initials in the above blank, and does not have a statement attached to this Agreement, then the undersigned does not have any knowledge of Improper Conduct.) The undersigned understands and agrees that he is waiving all possible rights and claims against the Released Parties under the federal Age Discrimination in Employment Act of 1967 as amended (the “ADEA”) and the Older Worker’s Benefit Protection Act of 1990 (the “OWBPA”). Ten percent of the undersigned’s Severance Pay is consideration for this waiver. The undersigned’s release does not affect his right to notify a government agency of wrongdoing against him, or against others, by the Companies. Any Released Party may enforce this release of that Released Party as an intended third-party beneficiary of this Agreement. The undersigned represents and warrants that there has been no assignment or other transfer of any interest in any Claim which he may have against any or all of the Released Parties and the undersigned agrees to indemnify, pay for the defense of, and hold every and all of the Released Parties harmless, from all liabilities, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by any of all of the Released Parties as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. The indemnifications, payments for defense, and hold harmless obligations, stated in the previous sentence, are not conditioned on any Released Party’s payment before recovering from the undersigned under the previous sentence. The undersigned agrees that if he hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against any Released Party, any of the Claims released hereunder, then the undersigned shall pay every and all of the Released Parties, in addition to any other damages caused to the Released Parties thereby, all attorneys’ fees incurred by the Released Parties in defending or otherwise responding to said suit or Claim. Nothing herein shall prevent the undersigned from raising or asserting any defense in any suit, claim, proceeding or investigation brought by any of the Released Parties, and by raising or asserting any such defense, the undersigned shall not become obligated to pay attorneys’ fees under this paragraph. The undersigned further understands and agrees that neither the payment of any sum of money nor the execution Executive of this Release shall constitute or be construed the Agreement. I hereby execute this Release as an admission of any liability whatsoever by any Released Party, who have consistently taken the position that they have no liability whatsoever to the undersigned. The undersigned acknowledges that different or additional facts may be discovered in addition to what is now known or believed to be true by him with respect to the matters released in this Agreement, and the undersigned agrees that this Agreement shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any different or additional facts.Executive

Appears in 1 contract

Samples: Agreement (Radian Group Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!