General Release Agreement. This General Release Agreement (the “Release Agreement”) is made by and between Xxxxxx Xxxx Corporation, a Delaware corporation (the “Company”), and Xxxxxx X. Xxxxxxxx (“Executive”) to ensure the protection of the Company and its business, and the protection of the Executive, and to fully settle and resolve any and all issues and disputes arising out of Executive’s employment with and separation from the Company.
General Release Agreement. NOTICE: You should thoroughly review and understand the effect of this General Release Agreement (“Release”) before signing it, and you are advised to discuss this document with your attorney. In accordance with the requirements of the Older Workers Benefit Protection Act (“OWBPA”), you are allowed at least [number] days from the date of your receipt of this document to consider the offer made to you and to return an executed copy of this Release to the Vice President Administration. Additionally, after you have executed this Release, you have seven (7) days to reconsider and revoke your agreement.
General Release Agreement. Any other provision of this Agreement notwithstanding, Subsections (b), (c) or (d) below shall not apply unless the Executive (i) has, within the time prescribed by the Company, executed a General Release Agreement in a form prescribed by the Company by which the Executive waives and releases with irrevocable effect all known and unknown claims that the Executive may then have against the Company or persons affiliated with the Company which are waivable under applicable law, and (ii) pursuant to such General Release Agreement has agreed not to prosecute any legal action or other proceeding based upon any of such claims to the full extent permissible under applicable law, and (iii) pursuant to such General Release Agreement has acknowledged Executive’s continuing obligations under this Agreement and the Proprietary Information and Inventions Agreement referenced below.
General Release Agreement. Any other provision of this Agreement notwithstanding, Subsections (b), (c) or (d) below shall not apply unless (i) the Executive has executed a General Release Agreement in a form prescribed by the Company which will include a provision whereby the Executive waives and releases with irrevocable effect all known and unknown claims that the Executive may then have against the Company or persons affiliated with the Company which are waivable under applicable law, and (ii) the Executive has pursuant to such General Release Agreement has agreed not to prosecute any legal action or other proceeding based upon any of such claims to the full extent permissible under applicable law, and (iii) the Executive has, pursuant to such General Release Agreement, acknowledged Executive's continuing obligations under this Agreement and the EPIA referenced below, and (iv) the General Release Agreement has become effective and irrevocable within sixty (60) days following the date of the Executive's termination of employment. Any benefits under this Agreement that would be considered deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the final regulations and official guidance promulgated thereunder (“Code Section 409A”) will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following the Executive's separation from service, or, if later, such time as required by Section 6(h) of this Agreement. Any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive's separation from service but for the preceding sentence will be paid to Executive on the sixtieth (60th) day following Executive's separation from service, or, if later, such time as required by Section 6(i) of this Agreement and the remaining payments shall be made as provided in this Agreement.
General Release Agreement. The obligations of the Company to make the payments and provide the benefits described in Sections 3.3 and 3.4 are expressly conditioned upon Executive’s signing and delivering to the Company, not later than thirty (30) days after the Date of Termination (or such longer period, to the extent required by law), and thereafter not revoking, a valid general release agreement in substantially the form attached hereto as Attachment A. Any breach of Executive’s nondisclosure, nonsolicitation, or noncompetition obligations to the Company that has or is reasonably likely to have a material and adverse effect on the Company shall, in addition to all other remedies available to Company, result in the immediate release of the Company from any obligation it would otherwise have to make further payments or provide further benefits under this Agreement. Executive expressly acknowledges that the Company is prepared to vigorously enforce these promises and that violation of Executive’s obligations could result in an award of damages or other legal remedies against Executive and Executive’s subsequent employers.
General Release Agreement. As contemplated by the Letter Agreement, as a condition to the receipt of the Severance Benefits, Executive must first execute and deliver to the Company (and, if applicable, not revoke) the General Release Agreement attached hereto as Exhibit A (the “Release”), which Release will constitute a part of this Separation Agreement.
General Release Agreement. FOR AND IN CONSIDERATION OF certain separation benefits set forth in the Separation and Release Agreement dated August 8, 2008 between Conexant Systems, Inc. (the “Company”) and me (the “Separation Agreement”), as amended, I, Xxxxx X. Xxxxxxxx, agree, on behalf of myself, my heirs, executors, administrators, and assigns, to release and discharge the Company and its current and former officers, directors, employees, agents, owners, subsidiaries, predecessors, divisions, parents, successors, and assigns (the “Company Released Parties”) from any and all manner of actions and causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, agreements, judgments, charges, claims, and demands whatsoever (“Losses”) which I, my heirs, executors, administrators, and assigns have, or may hereafter have, against the Company Released Parties or any of them arising out of or by reason of any cause, matter, or thing whatsoever from the beginning of the world to the date hereof, including without limitation, my employment by the Company and the cessation thereof, any predecessor employment agreements including without limitation the Employment Agreement entered into between me and the Company dated February 27, 2004, the Employment Agreement entered into between me and the Company date December 15, 1998, the retention agreement entered into between me and the Company in June 2007, all matters arising under any federal, state, or local statute, rule, or regulation, or principle of contract law or common law, including but not limited to, the Worker Adjustment and Retraining Notification Act of 1988, as amended, 29 U.S.C. §§ 2101 et seq., the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. §§ 201 et seq., the Family and Medical Leave Act of 1993, as amended, 29 U.S.C. §§ 2601 et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000e et seq., the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §§ 621 et seq. (the “ADEA”), the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101 et seq., the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. §§ 1001 et seq., the National Labor Relations Act of 1935, as amended, 29 U.S.C. §§ 151 et seq., the California Fair Employment and Housing Act, as amended, Cal. Gov’t Code §§ 12900 et seq., the New Jersey Law Against Discrimination, as amended, N.J.
General Release Agreement. The obligations of the Company to make the payments and provide the benefits described in Sections 3.3 and 3.5 are expressly conditioned upon Executive’s signing and delivering to the Company, not later than forty-five (45) days after the Date of Termination, and thereafter not revoking a valid general release agreement in form and substance reasonably acceptable to the Company, which release shall will include a general release of all claims against the Company, its directors, officers, and affiliates (other than claims in respect of future Company obligations under this Agreement). Any breach of Executive’s nondisclosure, nonsolicitation, or noncompetition obligations to the Company that has or is reasonably likely to have a material and adverse effect on the Company shall, in addition to all other remedies available to Company, result in the immediate release of the Company from any obligation it would otherwise have to make further payments or provide further benefits under this Agreement. Executive expressly acknowledges that the Company is prepared to vigorously enforce these promises and that violation of Executive’s obligations could result in an award of damages or other legal remedies against Executive and Executive’s subsequent employers.
General Release Agreement. Releasing Parties, for themselves and their Constituents, hereby release and forever discharge Franchisor Released Parties from any and all Claims, whether known or unknown, based upon anything that has occurred or existed, or failed to occur or exist, from the beginning of time to the Effective Date, including, without limitation any and all Claims which relate to the Franchise Agreement, the Franchised Business, the System, the License, the Marks, and the Franchised Location, the Software License Agreement, the Software, or to any other agreement entered into prior to the Effective Date between Franchisor Released Parties, on the one hand, and Releasing Parties, on the other hand, except for the Excluded Matters and obligations under this Release Agreement. This waiver, release and discharge is effective immediately in its fullest and most comprehensive sense.
General Release Agreement. As a condition of receiving the payments and benefits set forth in this Agreement, the Executive will be required to execute a Release in substantially the form of Exhibit B attached hereto. The Executive must deliver to the Company a fully executed and binding General Release Agreement, the Executive must not revoke the General Release Agreement, and the General Release Agreement must be irrevocable, not later than 60 business days following the Executive’s Separation from Service. Otherwise, the Executive will not be entitled to receive Severance Benefits under this Agreement.
