General Release and Covenant Not to Xxx. (a) Employee, on behalf of herself and her family, xxxxxxxxx, xxxxx, xxxxxx, agents, executors, representatives, administrators and each of their respective successors and assigns (collectively, the “Employee Parties”), hereby generally releases and forever discharges the Company and its predecessors, successors, assigns, parents, subsidiaries and affiliates and each of the foregoing entities’ respective past, present and future shareholders, members, partners, managers, directors, officers, employees, agents, representatives, principals, insurers, attorneys, employee benefit programs (and the trustees, administrators, fiduciaries and insurers of such programs), and any person acting by, through, under or in concert with any of the foregoing entities (collectively, the “Company Parties”) from any and all claims, complaints, charges, demands, liabilities, suits, damages, losses, expenses, attorneys’ fees, obligations or causes of action (“Claims”), known or unknown, of any kind and every nature whatsoever, and whether or not accrued or matured, which any of them may have, arising out of or relating to any transaction, dealing, relationship, conduct, act or omission, or any other matters or things occurring or existing at any time prior to and including the Effective Time (including, but not limited to, any Claims against any of the Company Parties based on, relating to or arising under wrongful discharge, retaliation, breach of contract (whether oral or written), tort, fraud, defamation, slander, breach of privacy, violation of public policy, negligence, promissory estoppel, Title VII of the Civil Rights Act of 1964, The Age Discrimination in Employment Act, The Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, or any other federal, state or local law relating to employment (or unemployment), the payment of wages, salary or other compensation, civil or human rights, discrimination in employment (based on age or any other factor), or raised by that certain letter dated January 4, 2007, from Xxxxxxx X. Xxxxxx, on behalf of Employee, to Xxxxxx Xxxxxx,) in all cases arising out of or relating to Employee’s employment by the Company or any subsidiary thereof or Employee’s investment in the Company or any subsidiary thereof or her services as an officer or employee of the Company or any subsidiary thereof, or otherwise relating to the termination of such employment or services; provided, however, that this release will not limit or release (i) Employee’s rights under this Agreement or Employee’s rights under the Employment Agreement that survive the Effective Time and are expressly identified and incorporated by reference herein pursuant to Section 4, (ii) Employee’s rights to indemnification from any Company Party in respect of her services as a director, officer or employee of a Company Party (or of any entity for which Employee has served in any such capacity or a similar capacity at the request of the Company) as provided by law, that certain Indemnification Agreement dated as of April 29, 2004, by and between the Company and Employee (the “Indemnification Agreement”), or the certificates of incorporation or bylaws (or like constitutive documents) of any Company Party, and (iii) Employee’s rights under the Retained Awards. Employee, on behalf of herself and each of the other Employee Parties, hereby covenants forever not to assert, file, prosecute, commence or institute (or sponsor or purposely facilitate any person in connection with the foregoing), any complaint or lawsuit or any legal, equitable, arbitral or administrative proceeding of any nature, against any of the Company Parties in connection with any released Claims, and represents and warrants that no other person or entity has initiated or, to the extent within her control, will initiate any such proceeding on her behalf, and that if such a proceeding is initiated, Employee shall accept no benefit therefrom. (b) The Company, on its own behalf and on behalf of the other Company Parties, hereby generally releases and forever discharges the Employee Parties from any and all Claims, known or unknown, of any kind and every nature whatsoever, and whether or not accrued or matured, which any of them may have, arising out of or relating to any transaction, dealing, relationship, conduct, act or omission, or any other matters or things occurring or existing at any time prior to and including the Effective Time (including but not limited to any Claims based on, relating to or arising under breach of contract (whether oral or written), tort, fraud, defamation, slander, violation of public policy, negligence, promissory estoppel, or any other federal, state or local law relating to employment or discrimination in employment) in all cases arising out of or relating to Employee’s employment by the Company or any subsidiary thereof or Employee’s investment in the Company or any subsidiary thereof or her services as a director, officer or employee of any Company Party (or of any entity for which Employee has served in any such capacity or a similar capacity at the request of the Company), or otherwise relating to the termination of such employment or services; provided, however, that this release will not limit or release (i) the Company’s rights under this Agreement or the Company’s rights under the Employment Agreement that survive the Effective Time and are expressly identified and incorporated by reference herein pursuant to Section 4, (ii) the Company’s rights against Employee with respect to any breach of fiduciary or other legal duties as a director or officer, any fraudulent or criminal activity or any action or conduct that would constitute Cause under the Employment Agreement, or (iii) the Company’s rights under the Retained Awards. The Company, on behalf of itself and the other Company Parties, hereby covenants forever not to assert, file, prosecute, commence or institute (or sponsor or purposely facilitate any person in connection with the foregoing), any complaint or lawsuit or any legal, equitable, arbitral or administrative proceeding of any nature, against any of the Employee Parties in connection with any released Claims, and represents and warrants that no other person or entity has initiated or to the extent within its control, will initiate any such proceeding on its behalf, and that if such a proceeding is initiated, the Company and the other Company Parties shall accept no benefit therefrom.
Appears in 1 contract
General Release and Covenant Not to Xxx. (a) Employee, on behalf of herself 2.1. Executive hereby fully and her family, xxxxxxxxx, xxxxx, xxxxxx, agents, executors, representatives, administrators and each of their respective successors and assigns (collectively, the “Employee Parties”), hereby generally forever releases and forever discharges the Company and its predecessorsparents, affiliates and subsidiaries, including all predecessors and successors, assigns, parents, subsidiaries and affiliates and each of the foregoing entities’ respective past, present and future shareholders, members, partners, managersofficers, directors, officerstrustees, employees, agents, representatives, principals, insurers, agents and attorneys, employee benefit programs past and present (and the trusteeseach, administrators, fiduciaries and insurers of such programsa “Released Person”), and any person acting by, through, under or in concert with any of the foregoing entities (collectively, the “Company Parties”) from any and all claims, complaints, charges, demands, liabilitiesliens, agreements, contracts, covenants, actions, suits, damagescauses of action, lossesobligations, controversies, debts, costs, expenses, attorneys’ feesdamages, obligations judgments, orders and liabilities, of whatever kind or causes of action (“Claims”)nature, direct or indirect, in law, equity or otherwise, whether known or unknown, of any kind and every nature whatsoever, and whether or not accrued or matured, which any of them may have, arising out of or relating to any transaction, dealing, relationship, conduct, act or omission, or any other matters or things occurring or existing at any time prior time, up to and including the Effective Time date of this Release. This general release covers and includes, and therefore releases (includingwithout limitation) all claims arising from or relating to the Employee’s employment with the Company, the termination of his/her employment with the Company, or any act or omission provided for or authorized by this Release. Among the specific claims that the Employee is releasing by signing this Release are (without limitation) the following: all claims arising under (i) any law prohibiting discrimination on the basis of any protected characteristic (such as age, race, sex, national origin, religion, and disability status), including (but not limited to, any Claims against any of the Company Parties based on, relating to or ) all claims arising under wrongful discharge, retaliation, breach of contract the Age Discrimination in Employment Act (whether oral or written“ADEA”), tort, fraud, defamation, slander, breach of privacy, violation of public policy, negligence, promissory estoppel, Title VII of the Civil Rights Act of 1964, The Age Discrimination in Employment Act, The the Americans with Disabilities Act, and any similar state and local laws, including (but not limited to) the California Fair Employment and Housing Act; (ii) any law governing the payment of wages or the provision of employee benefits, including (but not limited to) the Employee Retirement Income Security Act Act, the California Labor Code, and the California Workers’ Compensation Act; (iii) the common law of 1974any jurisdiction, including (but not limited to) all claims for breach of contract, wrongful termination or discharge, infliction of emotional distress, fraud, negligence, and defamation; and (iv) any other law (or cause of action), whether federal, state, or local, governing the employment relationship, including (without limitation) the Family and Medical Leave Act.”
2.2. Executive expressly represents that he has not filed a lawsuit or initiated any other proceeding against any Released Person and that he has not assigned any claim against a Released Person to any other person or entity. Executive further promises not to initiate, join, or accept any relief in a lawsuit or any other federal, state proceeding against any Released Person asserting any claims released by this Release.
2.3. This Release will not prevent Executive from filing a charge with the Equal Employment Opportunity Commission or local law relating to employment (or unemployment), the payment of wages, salary or other compensation, civil or human rights, discrimination participating in employment (based on age or any other factor), or raised by that certain letter dated January 4, 2007, from Xxxxxxx X. Xxxxxx, on behalf of Employee, to Xxxxxx Xxxxxx,) in all cases arising out of or relating to Employee’s employment investigation conducted by the Company or any subsidiary thereof or Employee’s investment in the Company or any subsidiary thereof or her services as an officer or employee of the Company or any subsidiary thereof, or otherwise relating to the termination of such employment or servicesEqual Employment Opportunity Commission; provided, however, that this release will not limit or release (i) Employee’s rights under this Agreement or Employee’s rights under the Employment Agreement that survive the Effective Time and are expressly identified and incorporated any claims by reference herein pursuant to Section 4, (ii) Employee’s rights to indemnification from any Company Party in respect of her services as a director, officer or employee of a Company Party (or of any entity Executive for which Employee has served in any such capacity or a similar capacity at the request of the Company) as provided by law, that certain Indemnification Agreement dated as of April 29, 2004, by and between the Company and Employee (the “Indemnification Agreement”), or the certificates of incorporation or bylaws (or like constitutive documents) of any Company Party, and (iii) Employee’s rights under the Retained Awards. Employee, on behalf of herself and each of the other Employee Parties, hereby covenants forever not to assert, file, prosecute, commence or institute (or sponsor or purposely facilitate any person personal relief in connection with the foregoing), any complaint such a charge or lawsuit investigation (such as reinstatement or any legal, equitable, arbitral or administrative proceeding of any nature, against any monetary damages) would be barred.
2.4. Executive acknowledges that he is familiar with and expressly waives all rights afforded by Section 1542 of the Company Parties in connection with any released Claims, and represents and warrants that no other person or entity has initiated or, to the extent within her control, will initiate any such proceeding on her behalf, and that if such a proceeding is initiated, Employee shall accept no benefit therefrom.
(b) The Company, on its own behalf and on behalf Civil Code of the other Company Parties, hereby generally releases and forever discharges the Employee Parties from any and all Claims, known or unknown, State of any kind and every nature whatsoever, and whether or not accrued or matured, which any of them may have, arising out of or relating to any transaction, dealing, relationship, conduct, act or omission, or any other matters or things occurring or existing at any time prior to and including the Effective Time California (including but not limited to any Claims based on, relating to or arising under breach of contract (whether oral or written“Section 1542”), tort, fraud, defamation, slander, violation of public policy, negligence, promissory estoppel, or any other federal, state or local law relating to employment or discrimination in employment) in all cases arising out of or relating to Employee’s employment by the Company or any subsidiary thereof or Employee’s investment in the Company or any subsidiary thereof or her services . Section 1542 reads substantially as a director, officer or employee of any Company Party (or of any entity for which Employee has served in any such capacity or a similar capacity at the request of the Company), or otherwise relating to the termination of such employment or services; provided, however, that this release will not limit or release (i) the Company’s rights under this Agreement or the Company’s rights under the Employment Agreement that survive the Effective Time and are expressly identified and incorporated by reference herein pursuant to Section 4, (ii) the Company’s rights against Employee with respect to any breach of fiduciary or other legal duties as a director or officer, any fraudulent or criminal activity or any action or conduct that would constitute Cause under the Employment Agreement, or (iii) the Company’s rights under the Retained Awards. The Company, on behalf of itself and the other Company Parties, hereby covenants forever not to assert, file, prosecute, commence or institute (or sponsor or purposely facilitate any person in connection with the foregoing), any complaint or lawsuit or any legal, equitable, arbitral or administrative proceeding of any nature, against any of the Employee Parties in connection with any released Claims, and represents and warrants that no other person or entity has initiated or to the extent within its control, will initiate any such proceeding on its behalf, and that if such a proceeding is initiated, the Company and the other Company Parties shall accept no benefit therefrom.follows:
Appears in 1 contract
General Release and Covenant Not to Xxx. (a) EmployeeThe Executive and Spouse, on behalf of herself and her familythemselves, xxxxxxxxxtheir attorneys, xxxxx, xxxxxx, agentsheirs, executors, representatives, administrators and each of their respective successors and assigns (collectively, together the “Employee "Executive Parties”"), hereby generally releases release and forever discharges discharge the Company Company, Supply and its their respective predecessors, successors, assigns, parents, subsidiaries Subsidiaries and affiliates and each of the foregoing entities’ their respective past, past and present and future shareholders, members, partners, managers, directors, officers, employees, agents, representatives, principals, insurers, attorneys, employee benefit programs insurers and attorneys (and together the trustees, administrators, fiduciaries and insurers of such programs), and any person acting by, through, under or in concert with any of the foregoing entities (collectively, the “"Company Parties”") from any and all claims, complaints, charges, demands, liabilities, suits, damages, losses, expenses, attorneys’ ' fees, obligations or causes of action (“Claims”)action, known or unknownunknown of any kind and every nature whatsoever, and whether or not accrued or matured, which any of them may have, arising out of or relating to (A) any transaction, dealing, relationship, conduct, act or omission, or any other matters or things occurring or existing at any time prior to and including the Termination Date, including but not limited to the Executive's employment by the Company or his services as an Officer or Employee of the Company or its Subsidiaries, or otherwise relating to the termination of such employment or services, and any claim against the Company or Supply based on, relating to or arising under wrongful discharge, breach of contract (whether oral or written), tort, fraud, defamation, negligence, promissory estoppel, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights law, the Age Discrimination In Employment Act, Americans With Disabilities Act, Employee Retirement Income Security Act of 1974, as amended, or any other Federal, State or local law relating to employment or discrimination in employment or otherwise, provided, however, that such General Release will not limit or release (i) Executive's rights under this Agreement (including but not limited to the provisions of the Employment Agreement incorporated herein), (ii) Executive's rights to indemnification from the Company in respect of his services as an officer, employee or director of the Company or Supply any of their Subsidiaries as provided by law or the Certificate of Incorporation or by-laws (or like constitutive documents) of the Company or Supply or any Subsidiary thereof, or (iii) except as set forth herein, Executive's contractual rights under any Stock Option Agreement that is in effect with respect to Stock Options that have been granted to Executive prior to the Termination Date. The Executive and Spouse, on behalf of themselves and the Executive Parties, hereby covenant forever not to assert, file, prosecute, commence, institute (or sponsor or purposely facilitate any person in connection with the foregoing), any complaint or lawsuit or any legal, equitable or administrative proceeding of any nature, against any of the Company Parties in connection with any matter released in this paragraph 7, and represent and warrant that no other person or entity has initiated or, to the extent within his control, will initiate any such proceeding on their behalf.
(b) The Company and Supply, on their own behalf and on behalf of the Company Parties, hereby generally releases and forever discharges the Executive Parties from any and all claims, demands, liabilities, suits, damages, losses, expenses, attorneys' fees, obligations or causes of action, known or unknown of any kind and every nature whatsoever, and whether or not accrued or matured, which any of them may have, arising out of or relating to any transaction, dealing, relationship, conduct, act or omission, or any other matters or things occurring or existing at any time prior to and including the Effective Time (includingTermination Date, including but not limited to, any Claims against any of to the Company Parties based on, relating to or arising under wrongful discharge, retaliation, breach of contract (whether oral or written), tort, fraud, defamation, slander, breach of privacy, violation of public policy, negligence, promissory estoppel, Title VII of the Civil Rights Act of 1964, The Age Discrimination in Employment Act, The Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, or any other federal, state or local law relating to employment (or unemployment), the payment of wages, salary or other compensation, civil or human rights, discrimination in employment (based on age or any other factor), or raised by that certain letter dated January 4, 2007, from Xxxxxxx X. Xxxxxx, on behalf of Employee, to Xxxxxx Xxxxxx,) in all cases arising out of or relating to Employee’s Executive's employment by the Company or any subsidiary thereof Supply or Employee’s investment in the Company or any subsidiary thereof or her his services as an officer Officer, Director or employee Employee of the Company or any subsidiary thereofSupply or its Subsidiaries, or otherwise relating to the termination of such employment or services; , provided, however, that this release such General Release will not limit or release (i) Employee’s the Company's or Supply's rights under this Agreement or Employee’s rights under including those provisions of the Employment Agreement that survive the Effective Time and are expressly identified and incorporated herein by reference herein pursuant to Section 4reference, (ii) Employee’s rights to indemnification from any Company Party in respect of her services as a director, officer or employee of a Company Party (or of any entity for which Employee has served in any such capacity or a similar capacity at the request of the Company) as provided by law, that certain Indemnification Agreement dated as of April 29, 2004, by and between 's or Supply's rights against Executive with respect to any fraudulent or criminal activity (the Company and Employee (the “Indemnification Agreement”), or the certificates of incorporation or bylaws (or like constitutive documents) Supply acknowledge they have no current knowledge of any Company Party, and such activity) or (iii) Employee’s the Company's rights under any Stock Option Agreement that is in effect with respect to Stock Options that have been granted to Executive prior to the Retained AwardsTermination Date. EmployeeThe Company and Supply each, on behalf of herself itself and each of the other Employee Company Parties, hereby covenants forever not to assert, file, prosecute, commence or commence, institute (or sponsor or purposely facilitate any person in connection with the foregoing), any complaint or lawsuit or any legal, equitable, arbitral equitable or administrative proceeding of any nature, against any of the Company Executive Parties in connection with any matter released Claims, and represents and warrants that no other person or entity has initiated or, to the extent within her control, will initiate any such proceeding on her behalf, and that if such a proceeding is initiated, Employee shall accept no benefit therefrom.
(b) The Company, on its own behalf and on behalf of the other Company Parties, hereby generally releases and forever discharges the Employee Parties from any and all Claims, known or unknown, of any kind and every nature whatsoever, and whether or not accrued or matured, which any of them may have, arising out of or relating to any transaction, dealing, relationship, conduct, act or omission, or any other matters or things occurring or existing at any time prior to and including the Effective Time (including but not limited to any Claims based on, relating to or arising under breach of contract (whether oral or written), tort, fraud, defamation, slander, violation of public policy, negligence, promissory estoppel, or any other federal, state or local law relating to employment or discrimination in employment) in all cases arising out of or relating to Employee’s employment by the Company or any subsidiary thereof or Employee’s investment in the Company or any subsidiary thereof or her services as a director, officer or employee of any Company Party (or of any entity for which Employee has served in any such capacity or a similar capacity at the request of the Company), or otherwise relating to the termination of such employment or services; provided, however, that this release will not limit or release (i) the Company’s rights under this Agreement or the Company’s rights under the Employment Agreement that survive the Effective Time and are expressly identified and incorporated by reference herein pursuant to Section 4, (ii) the Company’s rights against Employee with respect to any breach of fiduciary or other legal duties as a director or officer, any fraudulent or criminal activity or any action or conduct that would constitute Cause under the Employment Agreement, or (iii) the Company’s rights under the Retained Awards. The Company, on behalf of itself and the other Company Parties, hereby covenants forever not to assert, file, prosecute, commence or institute (or sponsor or purposely facilitate any person in connection with the foregoing), any complaint or lawsuit or any legal, equitable, arbitral or administrative proceeding of any nature, against any of the Employee Parties in connection with any released Claimsparagraph 7, and represents and warrants that no other person or entity has initiated or to the extent within its control, will initiate any such proceeding on its their behalf, and that if such a proceeding is initiated, the Company and the other Company Parties shall accept no benefit therefrom.
Appears in 1 contract
Samples: Termination Agreement (United Stationers Supply Co)
General Release and Covenant Not to Xxx. (a) Employee, Each of the Executive and Spouse on behalf of herself and himself and her family, xxxxxxxxx, xxxxx, xxxxxx, agentsand his respective heirs, executors, representativesadministrators, administrators and each of their respective attorneys, receivers, successors and assigns (collectively, the “Employee Parties”), "EXECUTIVE PARTIES") hereby irrevocably and unconditionally generally releases and forever discharges the Company and its predecessors, successors, assigns, respective parents, subsidiaries subsidiaries, affiliates, successors and affiliates assigns and each of the foregoing entities’ their respective past, present and future shareholders, members, partners, managersofficers, directors, officers, employees, agents, representatives, principalsshareholders, insurers, principals, lenders and attorneys, employee benefit programs (and the trusteesheirs, executors, administrators, fiduciaries receivers, successors and insurers assigns of such programs), and any person acting by, through, under or in concert with any all of the foregoing entities (collectively, the “Company Parties”) "COMPANY PARTIES"), from any and all claims, complaints, charges, demands, liabilities, suits, damages, losses, expenses, attorneys’ ' fees, obligations or causes of action (“Claims”)action, known or unknown, unknown of any kind and every nature whatsoever, and whether or not accrued or matured, which any of them the Executive Parties ever had, now has or may have, for or by reason of any matter, cause or thing (collectively, the "EXECUTIVE CLAIMS") arising directly or indirectly pursuant to or out of or relating to any transaction, dealing, relationship, conduct, act or omission, or any other matters or things occurring or existing at any time prior to and including the Effective Time (includingdate of this Agreement, including but not limited to, any Claims against any to Executive's employment with or service as an officer of the Company Parties based onor any other Company Party, relating to the performance of services for the Company or any other Company Party or the termination of such employment or services and including, without limitation, any rights and/or Executive Claims (i) arising under or pursuant to any contract, express or implied, written or oral, including, without limitation, the Employment Agreement or the Deferred Stock Unit Award Agreement; (ii) for wrongful discharge, retaliationtermination of employment, breach of contract (whether oral or written), tort, fraud, defamation, slanderdisparagement, breach damage to personal or professional reputation, misrepresentation, intentional or negligent infliction of privacyemotional distress, violation negligence or estoppel; (iii) arising under any federal, state, local or other statutes, orders, laws, ordinances, regulations or the like that relate to the employment relationship or that prohibit discrimination based upon age, race, religion, sex, national origin, disability, sexual orientation or any other unlawful bases, and (iv) for damages, including, without limitation, punitive or compensatory damages or for attorneys' fees, expenses, costs, wages or injunctive or equitable relief. Without limiting the generality of public policythe foregoing, negligencethe release contained in this paragraph 6 applies to any rights or claims that Executive or Spouse has or may have to commence or maintain a charge or action alleging discrimination under any federal, promissory estoppelstate or local statute (whether before a court or an administrative agency), including, but not limited to, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, The Age Discrimination in Employment Act, The Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, or any other federal, state or local law relating to employment (or unemployment)the Americans with Disabilities Act, the payment of wagesFamily and Medical Leave Act, salary the Fair Labor Standards Act, the Illinois Human Rights Act and the Xxxx County Human Rights Ordinance, all as amended from time to time. The release contained in this paragraph 6 shall not apply to any rights or other compensationclaims that the Executive may have under this Agreement, civil or human rights, discrimination in employment (based on age or any other factor), or raised by that certain letter dated January 4, 2007, from Xxxxxxx X. Xxxxxx, on behalf of Employee, to Xxxxxx Xxxxxx,) in all cases arising out of or relating to Employee’s employment by the Company or any subsidiary thereof or Employee’s investment in the Company or any subsidiary thereof or her services as an officer or employee of the Company or any subsidiary thereof, or otherwise relating including Executive's contractual rights to the termination of such employment or services; provided, however, that this release will not limit or release (i) Employee’s rights under this Agreement or Employee’s rights under the Employment Agreement that survive the Effective Time and are expressly identified and incorporated by reference herein pursuant to Section 4, (ii) Employee’s rights to indemnification from any Company Party in respect of her services as a director, officer or employee of a Company Party (or of any entity for which Employee has served in any such capacity or a similar capacity at the request of the Company) as provided by law, that certain Indemnification Agreement dated as of April 29, 2004, by and between the Company and Employee (the “Indemnification Agreement”), or the certificates of incorporation or bylaws (or like constitutive documents) of any Company Party, and (iii) Employee’s rights under the Retained Awards. Employee, on behalf of herself and each of the other Employee Parties, hereby covenants forever not to assert, file, prosecute, commence or institute (or sponsor or purposely facilitate any person in connection with the foregoing), any complaint or lawsuit or any legal, equitable, arbitral or administrative proceeding of any nature, against any of the Company Parties in connection with any released Claims, and represents and warrants that no other person or entity has initiated or, to the extent within her control, will initiate any such proceeding on her behalf, and that if such a proceeding is initiated, Employee shall accept no benefit therefromRestricted Shares.
(b) The Company, on its own behalf and on behalf of the other Company Parties, hereby generally releases and forever discharges the Employee Parties from any and all Claims, known or unknown, of any kind and every nature whatsoever, and whether or not accrued or matured, which any of them may have, arising out of or relating to any transaction, dealing, relationship, conduct, act or omission, or any other matters or things occurring or existing at any time prior to and including the Effective Time (including but not limited to any Claims based on, relating to or arising under breach of contract (whether oral or written), tort, fraud, defamation, slander, violation of public policy, negligence, promissory estoppel, or any other federal, state or local law relating to employment or discrimination in employment) in all cases arising out of or relating to Employee’s employment by the Company or any subsidiary thereof or Employee’s investment in the Company or any subsidiary thereof or her services as a director, officer or employee of any Company Party (or of any entity for which Employee has served in any such capacity or a similar capacity at the request of the Company), or otherwise relating to the termination of such employment or services; provided, however, that this release will not limit or release (i) the Company’s rights under this Agreement or the Company’s rights under the Employment Agreement that survive the Effective Time and are expressly identified and incorporated by reference herein pursuant to Section 4, (ii) the Company’s rights against Employee with respect to any breach of fiduciary or other legal duties as a director or officer, any fraudulent or criminal activity or any action or conduct that would constitute Cause under the Employment Agreement, or (iii) the Company’s rights under the Retained Awards. The Company, on behalf of itself and the other Company Parties, hereby covenants forever not to assert, file, prosecute, commence or institute (or sponsor or purposely facilitate any person in connection with the foregoing), any complaint or lawsuit or any legal, equitable, arbitral or administrative proceeding of any nature, against any of the Employee Parties in connection with any released Claims, and represents and warrants that no other person or entity has initiated or to the extent within its control, will initiate any such proceeding on its behalf, and that if such a proceeding is initiated, the Company and the other Company Parties shall accept no benefit therefrom.
Appears in 1 contract
General Release and Covenant Not to Xxx. (aAs a material inducement to Company to enter into this Agreement and in consideration of the payments and benefits provided to Employee pursuant to paragraph 2(a) Employeeabove, on behalf of herself Employee releases and her familycovenants not to xxx Company, xxxxxxxxx, xxxxx, xxxxxx, agents, executors, representatives, administrators and each of their respective its successors and assigns (collectively, the “Employee Parties”), hereby generally releases and forever discharges the Company and its predecessors, successors, assigns, its parents, subsidiaries or affiliates, and affiliates and each of the foregoing entities’ respective pastdirectors, present and future shareholders, members, partnersofficers, managers, directors, officers, employees, agents, representatives, principals, insurers, attorneys, employee benefit programs (employees and the trustees, administrators, fiduciaries and insurers agents of such programs), and any person acting by, through, under or in concert with any of the foregoing these entities (collectively, the “Company Released Parties”) from any and all claims, complaints, charges, demands, liabilities, suits, damages, losses, expenses, attorneys’ fees, obligations claims Employee has or causes of action (“Claims”)may have, known or unknown, related to Employee’s employment or separation from employment with Company. This general release and covenant not to xxx includes, but is not limited to, any claim whatsoever relating to any violation of any kind law (other than ADEA or OWBPA), constitution, statute, executive order, regulation, county, city or local ordinance; any common law claim (e.g., any tort or breach of any contractual obligations, representations or warranties); any right to continued employment or reemployment with Company; and every nature whatsoeverany claim for additional compensation beyond what is offered in this Agreement. Likewise, Company releases and whether covenants not to xxx Employee from any and all claims Company has or not accrued or matured, which any of them may have, known or unknown, arising out from Employee’s acts or omissions that he undertook in good faith in furtherance of or his job duties with Company. This general release and covenant not to xxx includes, but is not limited to, any claim whatsoever relating to any transactionviolation of any law, dealingconstitution, relationshipstatute, conductexecutive order, act regulation, county, city or omissionlocal ordinance; and any common law claim (e.g., any tort or breach of any other matters contractual obligations, representations or things occurring warranties). This general release and covenant not to xxx does not include or existing at prevent either party from (a) seeking to enforce the terms of this Agreement; (b) filing a claim that arises from events taking place after the execution of this Agreement; (c) in Employee’s case, being involved in a matter before an administrative agency provided that Employee agrees that he shall not be entitled to any time prior to and personal relief therein; (d) anything that by law cannot be released by this Agreement; (e) in Employee’s case, fully defending himself in any action instituted against him by any third party, including the Effective Time any past or present employee of Company (including, but not limited to, any Claims claims or counterclaims against any of the Company Parties based on, relating to such third party); or arising under wrongful discharge, retaliation, breach of contract (whether oral or written), tort, fraud, defamation, slander, breach of privacy, violation of public policy, negligence, promissory estoppel, Title VII of the Civil Rights Act of 1964, The Age Discrimination in Employment Act, The Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, or any other federal, state or local law relating to employment (or unemployment), the payment of wages, salary or other compensation, civil or human rights, discrimination in employment (based on age or any other factor), or raised by that certain letter dated January 4, 2007, from Xxxxxxx X. Xxxxxx, on behalf of Employee, to Xxxxxx Xxxxxx,f) in all cases arising out of or relating to Employee’s employment by the Company or case, any subsidiary thereof or Employee’s investment in the Company or any subsidiary thereof or her services as an officer or employee of the Company or any subsidiary thereof, or otherwise relating to the termination of such employment or services; provided, however, that this release will not limit or release (i) Employee’s rights under this Agreement or Employee’s rights under the Employment Agreement that survive the Effective Time and are expressly identified and incorporated by reference herein pursuant to Section 4, (ii) Employee’s all rights to indemnification and directors and officers insurance from any Company Party in respect of her services as a director, officer or employee of a Company Party (or of any entity for which Employee has served in any such capacity or a similar capacity at the request of the Company) as provided by law, that certain Indemnification Agreement dated as of April 29, 2004, by and between the Company and Employee (the “Indemnification Agreement”), or the certificates of incorporation or bylaws (or like constitutive documents) of any Company Party, and (iii) Employee’s rights under the Retained Awards. Employee, on behalf of herself and each of the other Employee Parties, hereby covenants forever not to assert, file, prosecute, commence or institute (or sponsor or purposely facilitate any person in connection with the foregoing), any complaint or lawsuit or any legal, equitable, arbitral or administrative proceeding of any nature, against any of the Company Parties in connection with any released Claims, and represents and warrants that no other person or entity has initiated or, to the extent within her control, will initiate any such proceeding on her behalf, and that if such a proceeding is initiated, Employee shall accept no benefit therefrom.
(b) The Company, on its own behalf and on behalf of the other Company Parties, hereby generally releases and forever discharges the Employee Parties from any and all Claims, known or unknown, of any kind and every nature whatsoever, and whether or not accrued or matured, which any of them may have, arising out of or relating to any transaction, dealing, relationship, conduct, act or omission, or any other matters or things occurring or existing at any time prior to and including the Effective Time (including but not limited to any Claims based on, relating to or arising under breach of contract (whether oral or written), tort, fraud, defamation, slander, violation of public policy, negligence, promissory estoppel, or any other federal, state or local law relating to employment or discrimination in employment) in all cases arising out of or relating to Employee’s employment by the Company or any subsidiary thereof or Employee’s investment in the Company or any subsidiary thereof or her services as a director, officer or employee of any Company Party (or of any entity for which Employee has served in any such capacity or a similar capacity at the request of the Company), or otherwise relating to the termination of such employment or services; provided, however, that this release will not limit or release (i) the Company’s rights under this Agreement or the Company’s rights under the Employment Agreement that survive the Effective Time and are expressly identified and incorporated by reference herein pursuant to Section 4, (ii) the Company’s rights against Employee with respect to any breach of fiduciary or other legal duties as a director or officer, any fraudulent or criminal activity or any action or conduct that would constitute Cause under the Employment Agreement, or (iii) the Company’s rights under the Retained Awards. The Company, on behalf of itself and the other Company Parties, hereby covenants forever not to assert, file, prosecute, commence or institute (or sponsor or purposely facilitate any person in connection with the foregoing), any complaint or lawsuit or any legal, equitable, arbitral or administrative proceeding of any nature, against any of the Employee Parties in connection with any released Claims, and represents and warrants that no other person or entity has initiated or to the extent within its control, will initiate any such proceeding on its behalf, and that if such a proceeding is initiated, the Company and the other Company Parties shall accept no benefit therefrom.
Appears in 1 contract
Samples: Separation Agreement (Wendy's Co)
General Release and Covenant Not to Xxx. (a) Employeea. Employee hereby releases, on behalf of herself discharges, and her family, xxxxxxxxx, xxxxx, xxxxxx, agents, executors, representatives, administrators and each of their respective successors and assigns (collectively, the “Employee Parties”), hereby generally releases and forever discharges the Company covenants not to xxx Employer and its predecessors, successors, assigns, parents, subsidiaries subsidiaries, affiliates, and affiliates divisions, and each of the foregoing entities’ their respective pastcurrent and former employees, present and future officers, directors, shareholders, members, partners, managers, directors, officers, employees, agentstrustees, representatives, principals, insurers, attorneys, employee benefit programs and agents (collectively referred to herein as "Releasees") from and the trusteesfor all claims, liabilities, demands, and causes of action, KNOWN OR UNKNOWN, fixed or contingent, of any nature whatsoever, which he, his heirs, administrators, fiduciaries and insurers of such programs)executors, personal representatives, beneficiaries, and any person acting by, through, under assigns may have or in concert with any of claim to have against the foregoing entities (collectively, the “Company Parties”) from any and all claims, complaints, charges, demands, liabilities, suits, damages, losses, expenses, attorneys’ fees, obligations Releasees or causes of action (“Claims”), known or unknown, of any kind and every nature whatsoever, and whether or not accrued or matured, which any of them may haveas a result of his employment with Employer or the termination of said employment. This includes but is not limited to claims arising under federal, arising out of or relating to any transaction, dealing, relationship, conduct, act or omissionstate, or local laws prohibiting discrimination on any other matters or things occurring or existing at any time prior to and basis, including the Effective Time (including, but not limited to, any Claims against any of the Company Parties based on, relating to or arising under wrongful discharge, retaliation, breach of contract (whether oral or written), tort, fraud, defamation, slander, breach of privacy, violation of public policy, negligence, promissory estoppel, Title VII of the Civil Rights Act of 1964, The Age Discrimination in Employment Actas amended, The Americans with Disabilities Actthe Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 19741974 , as amended, the Americans With Disabilities Act of 1990, as amended, claims under or any related to the Employment Agreement, and other federal, state or local law relating laws including claims for breach of contract or wrongful discharge under state laws. By referencing the laws above, Employer does not admit coverage under any of these laws.
b. Employer hereby releases, discharges, and covenants not to xxx Employee from and for all claims, liabilities, demands, and causes of action, KNOWN OR UNKNOWN, fixed or contingent, of any nature whatsoever, which it may have or claim to have against Employee as a result of his employment (with Employer or unemployment), the payment of wages, salary or other compensation, civil or human rights, discrimination in employment (based on age or any other factor), or raised by that certain letter dated January 4, 2007, from Xxxxxxx X. Xxxxxx, on behalf of Employee, to Xxxxxx Xxxxxx,) in all cases arising out of or relating to Employee’s employment by the Company or any subsidiary thereof or Employee’s investment in the Company or any subsidiary thereof or her services as an officer or employee of the Company or any subsidiary thereof, or otherwise relating to the termination of such employment or services; providedsaid employment. This includes but is not limited to claims arising under federal, however, that this release will not limit or release (i) Employee’s rights under this Agreement or Employee’s rights under the Employment Agreement that survive the Effective Time and are expressly identified and incorporated by reference herein pursuant to Section 4, (ii) Employee’s rights to indemnification from any Company Party in respect of her services as a director, officer or employee of a Company Party (or of any entity for which Employee has served in any such capacity or a similar capacity at the request of the Company) as provided by law, that certain Indemnification Agreement dated as of April 29, 2004, by and between the Company and Employee (the “Indemnification Agreement”)state, or the certificates of incorporation or bylaws (or like constitutive documents) of local laws prohibiting discrimination on any Company Partybasis, and (iii) Employee’s rights under the Retained Awards. Employee, on behalf of herself and each of the other Employee Parties, hereby covenants forever not to assert, file, prosecute, commence or institute (or sponsor or purposely facilitate any person in connection with the foregoing), any complaint or lawsuit or any legal, equitable, arbitral or administrative proceeding of any nature, against any of the Company Parties in connection with any released Claims, and represents and warrants that no other person or entity has initiated or, to the extent within her control, will initiate any such proceeding on her behalf, and that if such a proceeding is initiated, Employee shall accept no benefit therefrom.
(b) The Company, on its own behalf and on behalf of the other Company Parties, hereby generally releases and forever discharges the Employee Parties from any and all Claims, known or unknown, of any kind and every nature whatsoever, and whether or not accrued or matured, which any of them may have, arising out of or relating to any transaction, dealing, relationship, conduct, act or omission, or any other matters or things occurring or existing at any time prior to and including the Effective Time (including but not limited to any Claims based onthe Civil Rights Act of 1964, relating as amended, the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974 , as amended, the Americans With Disabilities Act of 1990, as amended, claims under or related to or arising under breach of contract (whether oral or written)the Employment Agreement, tort, fraud, defamation, slander, violation of public policy, negligence, promissory estoppel, or any and other federal, state or local law relating to employment or discrimination in employment) in all cases arising out of or relating to Employee’s employment by the Company or any subsidiary thereof or Employee’s investment in the Company or any subsidiary thereof or her services as a director, officer or employee of any Company Party (or of any entity laws including claims for which Employee has served in any such capacity or a similar capacity at the request of the Company), or otherwise relating to the termination of such employment or services; provided, however, that this release will not limit or release (i) the Company’s rights under this Agreement or the Company’s rights under the Employment Agreement that survive the Effective Time and are expressly identified and incorporated by reference herein pursuant to Section 4, (ii) the Company’s rights against Employee with respect to any breach of fiduciary contract or other legal duties as a director or officerwrongful discharge under state laws. By referencing the laws above, any fraudulent or criminal activity or any action or conduct that would constitute Cause Employee does not admit coverage under the Employment Agreement, or (iii) the Company’s rights under the Retained Awards. The Company, on behalf of itself and the other Company Parties, hereby covenants forever not to assert, file, prosecute, commence or institute (or sponsor or purposely facilitate any person in connection with the foregoing), any complaint or lawsuit or any legal, equitable, arbitral or administrative proceeding of any nature, against any of the Employee Parties in connection with any released Claims, and represents and warrants that no other person or entity has initiated or to the extent within its control, will initiate any such proceeding on its behalf, and that if such a proceeding is initiated, the Company and the other Company Parties shall accept no benefit therefromthese laws.
Appears in 1 contract
General Release and Covenant Not to Xxx. (a) EmployeeThe Executive and Spouse, on behalf of herself and her familythemselves, xxxxxxxxxtheir attorneys, xxxxx, xxxxxx, agentsheirs, executors, representatives, administrators and each of their respective successors and assigns (collectively, together the “Employee "Executive Parties”"), hereby generally releases release and forever discharges discharge the Company Company, Supply and its their respective predecessors, successors, assigns, parents, subsidiaries and affiliates and each of the foregoing entities’ their respective past, past and present and future shareholders, members, partners, managers, directors, officers, employees, agents, representatives, principals, insurers, attorneys, employee benefit programs insurers and attorneys (and together the trustees, administrators, fiduciaries and insurers of such programs), and any person acting by, through, under or in concert with any of the foregoing entities (collectively, the “"Company Parties”") from any and all claims, complaints, charges, demands, liabilities, suits, damages, losses, expenses, attorneys’ ' fees, obligations or causes of action (“Claims”)action, known or unknownunknown of any kind and every nature whatsoever, and whether or not accrued or matured, which any of them may have, arising out of or relating to (A) any transaction, dealing, relationship, conduct, act or omission, or any other matters or things occurring or existing at any time prior to and including the Termination Date, including but not limited to the Executive's employment by the Company or Supply or his services as an officer or employee of the Company or its direct or indirect subsidiaries, or otherwise relating to the termination of such employment or services, and any claim against the Company or Supply based on, relating to or arising under wrongful discharge, breach of contract (whether oral or written), tort, fraud, defamation, negligence, promissory estoppel, Title VII of the Civil Rights Act of 1964, as amended, any other civil or human rights law, Americans With Disabilities Act, Employee Retirement Income Security Act of 1974, as amended, or any other Federal, State or local law relating to employment or discrimination in employment or otherwise, PROVIDED, HOWEVER, that such General Release will not limit or release (i) Executive s rights under this Agreement (including hut not limited to the provisions of the Employment Agreement incorporated herein), (ii) Executive's rights to indemnification from the Company in respect of his services as an officer or director of the Company or any of its direct or indirect subsidiaries as provided by law or the Certificate of Incorporation or Bylaws (or like constitutive documents) of the Company or any direct or indirect subsidiary thereof, or (iii) except as set forth herein, Executive's contractual rights under any Stock Option Agreement that is in effect with respect to Stock Options that have been granted to Executive prior to the Termination Date. The Executive and Spouse, on behalf of themselves and the Executive Parties, hereby covenant forever not to assert, file, prosecute, commence or institute (or sponsor or purposely facilitate any person in connection with the foregoing) any complaint or lawsuit or any legal, equitable or administrative proceeding of any nature, against any of the Company Parties in connection with any matter released in this paragraph 6, and represent and warrant that no other person or entity has initiated or, to the extent within his or her control, will initiate any such proceeding on his, her or their behalf.
(b) The Company, on its own behalf and on behalf of the Company Parties, hereby generally release and forever discharge the Executive Parties from any and all claims, demands, liabilities, suits, damages, losses, expenses, attorneys' fees, obligations or causes of action, known or unknown of any kind and every nature whatsoever, and whether or not accrued or matured, which any of them may have, arising out of or relating to any transaction, ,dealing, relationship, conduct, act or omission, or any other matters or things occurring or existing at any time prior to and including the Effective Time (includingTermination Date, including but not limited to, any Claims against any of to the Company Parties based on, relating to or arising under wrongful discharge, retaliation, breach of contract (whether oral or written), tort, fraud, defamation, slander, breach of privacy, violation of public policy, negligence, promissory estoppel, Title VII of the Civil Rights Act of 1964, The Age Discrimination in Employment Act, The Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, or any other federal, state or local law relating to employment (or unemployment), the payment of wages, salary or other compensation, civil or human rights, discrimination in employment (based on age or any other factor), or raised by that certain letter dated January 4, 2007, from Xxxxxxx X. Xxxxxx, on behalf of Employee, to Xxxxxx Xxxxxx,) in all cases arising out of or relating to Employee’s Executive's employment by the Company or any subsidiary thereof Supply or Employee’s investment in the Company or any subsidiary thereof or her his services as an officer or employee of the Company or any subsidiary thereofits direct or indirect subsidiaries, or otherwise relating to the termination of such employment or services; providedPROVIDED, howeverHOWEVER, that this release will not limit or release (i) Employee’s rights under this Agreement or Employee’s rights under the Employment Agreement that survive the Effective Time and are expressly identified and incorporated by reference herein pursuant to Section 4, (ii) Employee’s rights to indemnification from any Company Party in respect of her services as a director, officer or employee of a Company Party (or of any entity for which Employee has served in any such capacity or a similar capacity at the request of the Company) as provided by law, that certain Indemnification Agreement dated as of April 29, 2004, by and between the Company and Employee (the “Indemnification Agreement”), or the certificates of incorporation or bylaws (or like constitutive documents) of any Company Party, and (iii) Employee’s rights under the Retained Awards. Employee, on behalf of herself and each of the other Employee Parties, hereby covenants forever not to assert, file, prosecute, commence or institute (or sponsor or purposely facilitate any person in connection with the foregoing), any complaint or lawsuit or any legal, equitable, arbitral or administrative proceeding of any nature, against any of the Company Parties in connection with any released Claims, and represents and warrants that no other person or entity has initiated or, to the extent within her control, will initiate any such proceeding on her behalf, and that if such a proceeding is initiated, Employee shall accept no benefit therefrom.
(b) The Company, on its own behalf and on behalf of the other Company Parties, hereby generally releases and forever discharges the Employee Parties from any and all Claims, known or unknown, of any kind and every nature whatsoever, and whether or not accrued or matured, which any of them may have, arising out of or relating to any transaction, dealing, relationship, conduct, act or omission, or any other matters or things occurring or existing at any time prior to and including the Effective Time (including but not limited to any Claims based on, relating to or arising under breach of contract (whether oral or written), tort, fraud, defamation, slander, violation of public policy, negligence, promissory estoppel, or any other federal, state or local law relating to employment or discrimination in employment) in all cases arising out of or relating to Employee’s employment by the Company or any subsidiary thereof or Employee’s investment in the Company or any subsidiary thereof or her services as a director, officer or employee of any Company Party (or of any entity for which Employee has served in any such capacity or a similar capacity at the request of the Company), or otherwise relating to the termination of such employment or services; provided, however, that this release General Release will not limit or release (i) the Company’s 's or Supply's rights under this Agreement or the Company’s rights under including those provisions of the Employment Agreement that survive the Effective Time and are expressly identified and incorporated herein by reference herein pursuant to Section 4reference, as amended hereby, (ii) the Company’s 's or Supply's rights against Employee Executive with respect to any breach of fiduciary or other legal duties as a director or officer, any fraudulent or criminal activity or any action or conduct that would constitute Cause under the Employment Agreement, or (iii) the Company’s 's rights under any Stock Option Agreement that is in effect with respect to stock options that have been granted to Executive prior to the Retained AwardsTermination Date. The Company, on behalf of itself and the other Company Parties, hereby covenants forever not to assert, file, prosecute, commence or institute (or sponsor or purposely facilitate any person in connection with the foregoing), ) any complaint or lawsuit or any legal, equitable, arbitral equitable or administrative proceeding of any nature, against any of the Employee Executive Parties in connection with any matter released Claimsin this paragraph 6, and represents and warrants that no other person or entity has initiated or to the extent within its control, will initiate any such proceeding on its their behalf, and that if such a proceeding is initiated, the Company and the other Company Parties shall accept no benefit therefrom.
Appears in 1 contract
