Common use of General Release and Waiver Clause in Contracts

General Release and Waiver. In exchange for the payments and benefits identified in the Severance Agreement (the "Agreement") between Xxxxxxxx Brands International, Inc. (the "Company") and Xxxxxx X. Xxxxxxx ("Employee"), which Employee acknowledges are in addition to anything of value to which he is already entitled, Employee hereby releases, settles and forever discharges the Company, its parent, subsidiaries, affiliates, successors and assigns, together with their past and present directors, officers, employees, agents, insurers, attorneys, and any other party associated with the Company, to the fullest extent permitted by applicable law, from any and all claims, causes of action, rights, demands, debts, liens, liabilities or damages of whatever nature, whether known or unknown, suspected or unsuspected, which Employee ever had or may now have against the Company or any of the foregoing. This includes, without limitation, any claims, liens, demands, or liabilities arising out of or in any way connected with Employee's employment with the Company and the termination of that employment pursuant to any federal, state or local laws regulating employment such as the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Civil Rights Act known as 42 USC 1981, the Employee Retirement Income Security Act of 1974 ("ERISA"), the Worker Adjustment and Retraining Notification Act ("WARN"), the Fair Labor Standards Act of 1938, as well as all other federal, state and local laws, except that this release shall not affect any rights of Employee for benefits payable under any Social Security, Worker's Compensation or Unemployment laws or rights arising out of any breach of the Agreement by the Company. [FOR EMPLOYEES AGE 40 OR OLDER]

Appears in 2 contracts

Samples: Severance Agreement (Chiquita Brands International Inc), K Severance Agreement (Chiquita Brands International Inc)

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General Release and Waiver. In exchange consideration of the Termination Benefits and/or any other payments or benefits referenced in this Release, and for other good and valuable consideration, receipt of which is hereby acknowledged, the payments Executive for himself and benefits identified in for his heirs, executors, administrators, trustees, legal representatives and assigns (collectively, the Severance Agreement (the "Agreement") between Xxxxxxxx Brands International, Inc. (the "Company") and Xxxxxx X. Xxxxxxx ("Employee"“Releasors”), which Employee acknowledges are in addition to anything of value to which he is already entitled, Employee hereby releases, settles remises, and forever discharges acquits the CompanyCompany and its subsidiaries and affiliates and all of their respective past, its parentpresent and future parent entities, subsidiaries, affiliatesdivisions, affiliates and related business entities, any of their successors and assigns, together with assets, employee benefit plans or funds, and any of their respective past and and/or present directors, officers, employeesfiduciaries, agents, insurerstrustees, attorneysadministrators, managers, supervisors, shareholders, investors, employees, legal representatives, agents, counsel and any other party associated with assigns, whether acting on behalf of the CompanyCompany or its subsidiaries or affiliates or, to in their individual capacities (collectively, the fullest extent permitted by applicable law, “Releasees” and each a “Releasee”) from any and all claims, known or unknown, which the Releasors have or may have against any Releasee arising on or prior to the date that the Executive executes this Release and any and all liability which any such Releasee may have to the Releasors, whether denominated claims, demands, causes of action, rightsobligations, demands, debts, liens, liabilities or damages of whatever nature, whether known or unknown, suspected or unsuspected, which Employee ever had or may now have against the Company or any of the foregoing. This includes, without limitation, any claims, liens, demands, or liabilities arising out of or from any and all bases, however denominated, including but not limited to (a) any claim under the Age Discrimination in any way connected with Employee's employment with the Company and the termination of that employment pursuant to any federal, state or local laws regulating employment such as the Civil Rights Employment Act of 1964, the Civil Rights Act of 19911967 (“ADEA”), the Americans With with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Civil Rights Act known as 42 USC 1981of 1964, the Civil Rights Act of 1991, Section 1981 of the Civil Rights Act of 1866, the Equal Pay Act, the Xxxxx Xxxxxxxxx Fair Pay Act, the Immigration Reform and Control Act of 1986, the Employee Retirement Income Security Act of 1974 1974, ("ERISA"excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company, subject to the terms and conditions of such plan and applicable law), the Uniform Trade Secrets Act, the Xxxxxxxx-Xxxxx Act of 2002, the Fair Labor Standards Act the Family and Medical Leave Act, the National Labor Relations Act, the Xxxxx Xxxxxxxxx Fair Pay Act, the Worker Adjustment and Retraining Notification Act Act, the New Jersey Law Against Discrimination ("WARN"which may include claims for race, color, familial status, religious creed, ancestry, age, sex, pregnancy, national origin, or disability discrimination and harassment), New Jersey Wage Payment Laws, N.J.S.A. § 34:11-1 et seq., the New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, the New Jersey Worker Health and Safety Act, the New York State Human Rights Law, the New York Labor Law (including but not limited to the New York State Worker Adjustment and Retraining Notification Act, all provisions prohibiting discrimination and retaliation, and all provisions regulating wage and hour law), the Fair Labor Standards Act New York State Correction Law, the New York State Civil Rights Law, Section 125 of 1938the New York Workers’ Compensation Law, and the New York City Human Rights Law, all as well amended; (b) any and all claims arising from or relating to the Executive’s employment relationship with Company and his service relationship as an officer or director of the Company or any of its subsidiaries or affiliates, or as a result of the termination of such relationships; (c) all claims related to the Executive’s compensation or benefits from the Company or the Releasees, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company or the Releasees; (d) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing; (e) all tort claims, including claims for fraud, defamation, privacy rights, emotional distress, and discharge in violation of public policy; and (f) all federal, state (including but not limited to the States of Delaware, California, New Jersey, New York and Pennsylvania), and local lawsstatutory or constitutional claims, except including claims for compensation, discrimination, harassment, whistleblower protection, retaliation, attorneys’ fees, costs, disbursements, or other claims (referred to collectively as the “Released Claims”). This Release does not release claims that this release shall cannot affect be released as a matter of law, or the right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission (“EEOC”), or any rights of Employee for benefits payable under any Social Securityother local, Worker's Compensation state, or Unemployment federal administrative body or government agency that is authorized to enforce or administer laws or rights arising out of any breach of the Agreement by related to employment, against the Company. [FOR EMPLOYEES AGE 40 However, by executing this Release, the Executive hereby waives the right to recover in any proceeding the Executive may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on the Executive’s behalf. This Release is for any relief, no matter how denominated, including, but not limited to, injunctive relief, wages, back pay, front pay, compensatory damages, or punitive damages. This Release shall not apply to (i) the Executive’s rights to indemnification from the Company, if any, or rights, if any, to be covered under any applicable insurance policy with respect to any liability the Executive incurred or might incur as an employee, officer or director of the Company including, without limitation, the Executive’s rights under Section 7 of the Employment Agreement; or (ii) any right the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against the Executive as a result of any act or failure to act for which the Executive, on the one hand, and Company or any other Releasee, on the other hand, are jointly liable. The Executive waives and relinquishes all rights and benefits afforded by Section 1542 of the Civil Code of California, to the extent applicable, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR OLDER]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 Executive hereby acknowledges that the foregoing waiver is an essential and material term of this Release.

Appears in 2 contracts

Samples: Employment Agreement (Atlas Holdings, Inc.), Employment Agreement (Impax Laboratories Inc)

General Release and Waiver. In exchange for the payments and benefits identified in the Severance Agreement (the "Agreement") between Xxxxxxxx Cxxxxxxx Brands International, Inc. (the "Company") and Xxxxxx X. Xxxxxxx ("Employee"), which Employee acknowledges are in addition to anything of value to which he is already entitled, Employee hereby releases, settles and forever discharges the Company, its parent, subsidiaries, affiliates, successors and assigns, together with their past and present directors, officers, employees, agents, insurers, attorneys, and any other party associated with the Company, to the fullest extent permitted by applicable law, from any and all claims, causes of action, rights, demands, debts, liens, liabilities or damages of whatever nature, whether known or unknown, suspected or unsuspected, which Employee ever had or may now have against the Company or any of the foregoing. This includes, without limitation, any claims, liens, demands, or liabilities arising out of or in any way connected with Employee's ’s employment with the Company and the termination of that employment pursuant to any federal, state or local laws regulating employment such as the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Civil Rights Act known as 42 USC 1981, the Employee Retirement Income Security Act of 1974 ("ERISA"), the Worker Adjustment and Retraining Notification Act ("WARN"), the Fair Labor Standards Act of 1938, as well as all other federal, state and local laws, except that this release shall not affect any rights of Employee as to (i) any claim that arises after the date on which Employee executes this Release, (ii) any claim for vested benefits which may be due Employee under any employee benefit plans in which Employee was a participant; (iii) any claim relating to Employee’s eligibility for indemnification in accordance with applicable laws or the Company’s certificate of incorporation or by-laws (or those of any affiliate or subsidiary) or any applicable insurance policy, with respect to any liability Employee has incurred or may incur as a director, officer or employee of the Company or any subsidiary or affiliate (including as a trustee, director or officer of any employee benefit plan), and (iv) benefits payable under any Social Security, Worker's ’s Compensation or Unemployment laws or rights arising out of any breach of the Agreement by the Company. [FOR EMPLOYEES AGE For Employees Age 40 OR OLDER]or Older] Employee further expressly and specifically waives any and all rights or claims under the Age Discrimination In Employment Act of 1967 and the Older Workers Benefit Protection Act (collectively the “Act”). Employee acknowledges and agrees that this waiver of any right or claim under the Act (the “Waiver”) is knowing and voluntary, and specifically agrees as follows: (a) that the Agreement and this Waiver are written in a manner which he understands; (b) that this Waiver specifically relates to rights or claims under the Act; (c) that he does not waive any rights or claims under the Act that may arise after the date of execution of this Waiver; (d) that he waives rights or claims under the Act in exchange for consideration in addition to anything of value to which he is already entitled; and (e) that he is advised in writing to consult with an attorney prior to executing this General Release and Waiver. EXHIBIT B The Competing Businesses consist of:

Appears in 2 contracts

Samples: Severance Agreement (Chiquita Brands International Inc), Severance Agreement (Chiquita Brands International Inc)

General Release and Waiver. In exchange consideration of the Termination Benefits, and for other good and valuable consideration, receipt of which is hereby acknowledged, the payments Executive for himself and benefits identified in for his heirs, executors, administrators, trustees, legal representatives and assigns (collectively, the Severance Agreement (the "Agreement") between Xxxxxxxx Brands International, Inc. (the "Company") and Xxxxxx X. Xxxxxxx ("Employee"“Releasors”), which Employee acknowledges are in addition to anything of value to which he is already entitled, Employee hereby releases, settles remises and forever discharges acquits the CompanyCompany and its affiliates and all of their respective past, its parentpresent and future parent entities, subsidiaries, divisions and affiliates, any of their successors and assigns, together with assets, employee benefit plans or funds, and any of their respective past and and/or present directors, officers, employeesfiduciaries, agents, insurerstrustees, attorneysadministrators, managers, supervisors, shareholders, investors, employees, legal representatives, agents, counsel and any other party associated with assigns, whether acting on behalf of the CompanyCompany or its affiliates or in their individual capacities (collectively, to the fullest extent permitted by applicable law“Releasees” and each a “Releasee”), from any and all claims, known or unknown, which the Releasors have or may have against any Releasee arising on or prior to the date of this Release and any and all liability which any such Releasee may have to the Executive, whether denominated claims, demands, causes of action, rightsobligations, demands, debts, liens, liabilities or damages of whatever nature, whether known or unknown, suspected or unsuspected, which Employee ever had or may now have against the Company or any of the foregoing. This includes, without limitation, any claims, liens, demands, or liabilities arising out of or from any and all bases, however denominated, including but not limited to: (a) any claim under the Age Discrimination in any way connected with Employee's employment with the Company and the termination of that employment pursuant to any federal, state or local laws regulating employment such as the Civil Rights Employment Act of 1964, the Civil Rights Act of 19911967, the Americans With with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Civil Rights Act known as 42 USC 1981of 1964, the Civil Rights Act of 1991, Section 1981 of the Civil Rights Act of 1866, the Equal Pay Act, the Immigration Reform and Control Act of 1986, the Employee Retirement Income Security Act of 1974 ("ERISA"excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company, subject to the terms and conditions of such plan and applicable law), the Worker Adjustment Xxxxxxxx-Xxxxx Act of 2002, all as amended; (b) any claim under the New York State Human Rights Law, New York City Human Rights Law, New York Equal Pay Law and Retraining Notification Act N.Y. Lab. Law, Sections 201-c ("WARN"adoptive parent leave) and 740 (whistle blower statute), the Fair Labor Standards Act of 1938, all as well as all amended; (c) any claim under any other federalFederal, state or local law and local any workers’ compensation or disability claims under any such laws; and (d) any claim for attorneys’ fees, except costs, disbursements and/or the like. This Release includes, without limitation, any and all claims arising from or relating to the Executive’s employment relationship with Company and his service relationship as an officer or director of the Company, or as a result of the termination of such relationships. The Executive further agrees that the Executive will not file or permit to be filed on the Executive’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this release Release, this Release is not intended to interfere with the Executive’s right to file a charge with the Equal Employment Opportunity Commission (“EEOC”) in connection with any claim he believes he may have against any Releasee. However, by executing this Release, the Executive hereby waives the right to recover in any proceeding the Executive may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on the Executive’s behalf. This Release is for any relief, no matter how denominated, including, but not limited to, injunctive relief, wages, back pay, front pay, compensatory damages, or punitive damages. This Release shall not affect apply to: (i) the obligation of the Company to provide the Executive with the Amounts and Benefits and the Termination Benefits and any provision relating thereto under the Employment Agreement; (ii) the Executive’s rights of Employee for benefits payable to indemnification from the Company or rights to be covered under any Social Securityapplicable insurance policy with respect to any liability the Executive incurred or might incur as an employee, Worker's Compensation officer or Unemployment laws director of the Company including, without limitation, the Executive’s rights under Section 8 of the Employment Agreement; or rights arising out (iii) any right the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against the Executive as a result of any breach of act or failure to act for which the Agreement by Executive, on the Company. [FOR EMPLOYEES AGE 40 OR OLDER]one hand, and Company or any other Releasee, on the other hand, are jointly liable.

Appears in 1 contract

Samples: Employment Agreement (Iconix Brand Group, Inc.)

General Release and Waiver. In exchange for the payments Xx. Xxxxxxx completely releases and benefits identified in the Severance Agreement (the "Agreement") between Xxxxxxxx Brands International, Inc. (the "Company") and Xxxxxx X. Xxxxxxx ("Employee"), which Employee acknowledges are in addition to anything of value to which he is already entitled, Employee hereby releases, settles and forever fully discharges the Company, and its parentpast, subsidiariespresent and future directors, affiliates, successors and assigns, together with their past and present directorsshareholders, officers, employeesfiduciaries, agentsrepresentatives, insurersbenefit plans and administrators, attorneys, employees and agents of each and all of them, all both individually and in their official capacities, and all persons acting by, through, under or in concert with any other party associated with of them (collectively the Company, to the fullest extent permitted by applicable law, “Releasees”) from any and against all claims, liabilities, damages, losses, demands and causes of action, rights, demands, debts, liens, liabilities or damages action of whatever natureany sort, whether known or unknown, suspected or unsuspectedincluding related attorneys’ fees and costs (hereinafter “claims”), which Employee ever had or that he may now have against the Company or any of the foregoing. This includes, without limitation, any claims, liens, demands, or liabilities them arising out of of, based on or relating in any way connected with Employee's to any acts, circumstances, facts, transactions, omissions or other matters occurring up to or on the date he executes this Agreement. This release of claims includes, but is not limited to, all claims pertaining to Xx. Xxxxxxx’x employment with the Company and the termination of that employment pursuant to his employment, including the notice and termination of his employment, all claims for wrongful discharge, breach of contract, violation of public policy, tort, or violation of any federal, state or local laws regulating employment such as statute, constitution or regulation, including, but not limited to, claims arising under the Age Discrimination in Employment Act of 1967 (including the Older Workers’ Benefit Protection Act) (“ADEA”), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With with Disabilities Act of 1990, and any other anti-discrimination law, and any and all claims that the Family and Medical Leave Act protective covenants contained in paragraphs 11-13 of 1993this Agreement are overly broad, unreasonable or unenforceable or claims that otherwise seek to avoid the application of paragraphs 11-13 of this Agreement (collectively, the Civil Rights Act known as 42 USC 1981, the Employee Retirement Income Security Act of 1974 ("ERISAReleased Claims"). This release is not intended to waive any claims that he may have to: (i) workers’ compensation benefits; (ii) government-provided unemployment insurance benefits; (iii) any rights or benefits under any benefit or retirement plan vested as of the Separation Date in accordance with the terms of the applicable plan documents; (iv) the pay and benefits provided in paragraphs 2-3 of this Release; (v) indemnification under any applicable statute, by laws or articles of incorporation; (vi) claims under the Worker Adjustment and Retraining Notification Act ADEA that may arise after the date he signs this Release; or ("WARN"), the Fair Labor Standards Act of 1938, as well as all vii) any other rights or claims under applicable federal, state and or local laws, except law that this release shall cannot affect any rights of Employee for benefits payable under any Social Security, Worker's Compensation be waived or Unemployment laws or rights arising out of any breach of the Agreement released by the Company. [FOR EMPLOYEES AGE 40 OR OLDER]private agreement.

Appears in 1 contract

Samples: Severance Agreement and General Release (Quad/Graphics, Inc.)

General Release and Waiver. In exchange consideration of the Termination Benefits and/or any other payments or benefits referenced in this Release, and for other good and valuable SV\1807016.4 consideration, receipt of which is hereby acknowledged, the payments Executive for himself and benefits identified in for his heirs, executors, administrators, trustees, legal representatives and assigns (collectively, the Severance Agreement (the "Agreement") between Xxxxxxxx Brands International, Inc. (the "Company") and Xxxxxx X. Xxxxxxx ("Employee"“Releasors”), which Employee acknowledges are in addition to anything of value to which he is already entitled, Employee hereby releases, settles remises, and forever discharges acquits the CompanyCompany and its subsidiaries and affiliates and all of their respective past, its parentpresent and future parent entities, subsidiaries, affiliatesdivisions, affiliates and related business entities, any of their successors and assigns, together with assets, employee benefit plans or funds, and any of their respective past and and/or present directors, officers, employeesfiduciaries, agents, insurerstrustees, attorneysadministrators, managers, supervisors, shareholders, investors, employees, legal representatives, agents, counsel and any other party associated with assigns, whether acting on behalf of the CompanyCompany or its subsidiaries or affiliates or, to in their individual capacities (collectively, the fullest extent permitted by applicable law, “Releasees” and each a “Releasee”) from any and all claims, known or unknown, which the Releasors have or may have against any Releasee arising on or prior to the date that the Executive executes this Release and any and all liability which any such Releasee may have to the Releasors, whether denominated claims, demands, causes of action, rightsobligations, demands, debts, liens, liabilities or damages of whatever nature, whether known or unknown, suspected or unsuspected, which Employee ever had or may now have against the Company or any of the foregoing. This includes, without limitation, any claims, liens, demands, or liabilities arising out of or from any and all bases, however denominated, including but not limited to (a) any claim under the Age Discrimination in any way connected with Employee's employment with the Company and the termination of that employment pursuant to any federal, state or local laws regulating employment such as the Civil Rights Employment Act of 1964, the Civil Rights Act of 19911967 (“ADEA”), the Americans With with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Civil Rights Act known as 42 USC 1981of 1964, the Civil Rights Act of 1991, Section 1981 of the Civil Rights Act of 1866, the Equal Pay Act, the Xxxxx Xxxxxxxxx Fair Pay Act, the Immigration Reform and Control Act of 1986, the Employee Retirement Income Security Act of 1974 1974, ("ERISA"excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company, subject to the terms and conditions of such plan and applicable law), the Uniform Trade Secrets Act, the Xxxxxxxx-Xxxxx Act of 2002, the Fair Labor Standards Act, the Family and Medical Leave Act, the National Labor Relations Act, the Xxxxx Xxxxxxxxx Fair Pay Act, the Worker Adjustment and Retraining Notification Act Act, the New Jersey Law Against Discrimination ("WARN"which may include claims for SV\1807016.4 race, color, familial status, religious creed, ancestry, age, sex, pregnancy, national origin, or disability discrimination and harassment), New Jersey Wage Payment Laws, N.J.S.A. § 34:11-1 et seq., the Fair Labor Standards Act New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, and the New Jersey Worker Health and Safety Act, all as amended; (b) any and all claims arising from or relating to the Executive’s employment relationship with Company and his service relationship as an officer or director of 1938the Company or any of its subsidiaries or affiliates, or as well as a result of the termination of such relationships; (c) all claims related to the Executive’s compensation or benefits from the Company or the Releasees, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company or the Releasees; (d) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing; (e) all tort claims, including claims for fraud, defamation, privacy rights, emotional distress, and discharge in violation of public policy; and (f) all federal, state (including but not limited to the States of Delaware, California, New Jersey and Pennsylvania), and local lawsstatutory or constitutional claims, except including claims for compensation, discrimination, harassment, whistleblower protection, retaliation, attorneys’ fees, costs, disbursements, or other claims (referred to collectively as the “Released Claims”). This Release does not release claims that this release shall cannot affect be released as a matter of law, or the right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission (“EEOC”), or any rights of Employee for benefits payable under any Social Securityother local, Worker's Compensation state, or Unemployment federal administrative body or government agency that is authorized to enforce or administer laws or rights arising out of any breach of the Agreement by related to employment, against the Company. [FOR EMPLOYEES AGE 40 OR OLDER]However, by executing this Release, the Executive hereby waives the right to recover in any proceeding the Executive may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on the Executive’s SV\1807016.4

Appears in 1 contract

Samples: Employment Agreement (Impax Laboratories Inc)

General Release and Waiver. In exchange for For and in consideration of the payments and other benefits identified in the Severance Agreement due to Xxxxx X. Xxxxxxxx (the "“Executive”) pursuant to the Employment Agreement") , dated as of November 1, 2007, by and between Xxxxxxxx Brands InternationalXxxxxxx Transmission, Inc. (the "Company") and Xxxxxx X. Xxxxxxx the Executive ("Employee"the “Employment Agreement”), which Employee acknowledges are in addition to anything of value to which he is already entitledand for other good and valuable consideration, Employee the Executive hereby releasesagrees, settles for the Executive, the Executive’s spouse and forever discharges child or children (if any), the CompanyExecutive’s heirs, its parentbeneficiaries, subsidiariesdevisees, affiliatesexecutors, administrators, attorneys, insurers, personal representatives, successors and assigns, together to forever release, discharge and covenant not to xxx (the “Release”) the Company, or any of its divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their past and present officers, directors, officerstrustees, employees, agents, insurersshareholders, attorneysadministrators, general or limited partners, representatives, attorneys and fiduciaries, past, present and future (the “Released Parties”) from any other party associated and all claims of any kind arising out of, or related to, his employment with the Company, to its affiliates and subsidiaries (collectively, with the fullest extent permitted by applicable lawCompany, the “Affiliated Entities”), the Executive’s separation from any and all claimsemployment with the Affiliated Entities, causes of action, rights, demands, debts, liens, liabilities which the Executive now has or damages of whatever naturemay have against the Released Parties, whether known or unknownunknown to the Executive, suspected by reason of facts which have occurred on or unsuspected, which Employee ever had or may now have against prior to the Company or any of date that the foregoingExecutive has signed this Release. This includesSuch released claims include, without limitation, any claims, liens, demands, or liabilities arising out of or in any way connected with Employee's employment with and all claims relating to the Company and the termination of that employment pursuant to any foregoing under federal, state or local laws regulating employment such as pertaining to employment, including, without limitation, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Civil Rights Act of 1991Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans With with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 19901973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 19931992, 29 U.S.C. Section 2601 et. seq., and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative of the Civil Rights Act known as 42 USC 1981, Executive’s employment with the Employee Retirement Income Security Act of 1974 ("ERISA"), the Worker Adjustment and Retraining Notification Act ("WARN"), the Fair Labor Standards Act of 1938Affiliated Entities, as well as any and all such claims under state contract or tort law. The Executive has read this Release carefully, acknowledges that the Executive has been given at least twenty-one (21) days to consider all of its terms and has been advised to consult with an attorney and any other federaladvisors of the Executive’s choice prior to executing this Release, state and local the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to xxx or bring any other claims against the Released Parties, including any rights and claims under the Age Discrimination in Employment Act. The Executive also understands that the Executive has a period of seven (7) days after signing this Release within which to revoke his agreement, and that neither the Company nor any other * The Company may adjust the terms of this form release from time to time, including, without limitation, to reflect any changes in applicable laws. person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Employment Agreement until eight (8) days have passed since the Executive’s signing of this Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans. Finally, except that the Executive has not been forced or pressured in any manner whatsoever to sign this release Release, and the Executive agrees to all of its terms voluntarily. Notwithstanding anything else herein to the contrary, this Release shall not affect any rights of Employee for benefits payable affect: (i) the Company’s obligations under any Social Securitycompensation or employee benefit plan, Worker's Compensation program or Unemployment laws arrangement (including, without limitation, obligations to the Executive under any stock option, stock award or rights arising out agreements or obligations under any pension, deferred compensation or retention plan) provided by the Affiliated Entities where the Executive’s compensation or benefits are intended to continue or the Executive is to be provided with compensation or benefits, in accordance with the express written terms of any breach such plan, program or arrangement, beyond the date of the Agreement Executive’s termination; or (ii) rights to indemnification or liability insurance coverage the Executive may have under the by-laws of the Company or applicable law. This Release is subject to Sections 11 and 19 of the Employment Agreement. This Release is final and binding and may not be changed or modified except in a writing signed by the Companyboth parties. [FOR EMPLOYEES AGE 40 OR OLDER]Date Xxxxx X. Xxxxxxxx Date Xxxxxxx Transmission, Inc.

Appears in 1 contract

Samples: Employment Agreement (Allison Transmission Holdings Inc)

General Release and Waiver. In exchange for the payments and benefits identified in the Severance Agreement (the "Agreement") between Xxxxxxxx Cxxxxxxx Brands International, Inc. (the "Company") and Xxxxxx X. Xxxxxxx ("Employee"), which Employee acknowledges are in addition to anything of value to which he is already entitled, Employee hereby releases, settles and forever discharges the Company, its parent, subsidiaries, affiliates, successors and assigns, together with their past and present directors, officers, employees, agents, insurers, attorneys, and any other party associated with the Company, to the fullest extent permitted by applicable law, from any and all claims, causes of action, rights, demands, debts, liens, liabilities or damages of whatever nature, whether known or unknown, suspected or unsuspected, which Employee ever had or may now have against the Company or any of the foregoing. This includes, without limitation, any claims, liens, demands, or liabilities arising out of or in any way connected with Employee's employment with the Company and the termination of that employment pursuant to any federal, state or local laws regulating employment such as the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Civil Rights Act known as 42 USC 1981, the Employee Retirement Income Security Act of 1974 ("ERISA"), the Worker Adjustment and Retraining Notification Act ("WARN"), the Fair Labor Standards Act of 1938, as well as all other federal, state and local laws, except that this release shall not affect any rights of Employee as to (i) any claim that arises after the date on which Employee executes this Release, (ii) any claim for vested benefits which may be due Employee under any employee benefit plans in which Employee was a participant; (iii) any claim relating to Employee's eligibility for indemnification in accordance with applicable laws or the Company's certificate of Incorporation or by-laws (or those of any affiliate or subsidiary) or any applicable insurance policy, with respect to any liability Employee has incurred or may incur as a director, officer or employee of the Company or any subsidiary or affiliate (including as a trustee, director or officer of any employee benefit plan), and (iv) benefits payable under any Social Security, Worker's Compensation or Unemployment laws or rights arising out of any breach of the Agreement by the Company. [FOR EMPLOYEES AGE For Employees Age 40 OR OLDER]or Older] Employee further expressly and specifically waives any and all rights or claims under the Age Discrimination In Employment Act of 1967 and the Older Workers Benefit Protection Act (collectively the “Act”). Employee acknowledges and agrees that this waiver of any right or claim under the Act (the “Waiver”) is knowing and voluntary, and specifically agrees as follows: (a) that the Agreement and this Waiver are written in a manner which he understands; (b) that this Waiver specifically relates to rights or claims under the Act; (c) that he does not waive any rights or claims under the Act that may arise after the date of execution of this Waiver; (d) that he waives rights or claims under the Act in exchange for consideration in addition to anything of value to which he is already entitled; and (e) that he is advised in writing to consult with an attorney prior to executing this General Release and Waiver. EXHIBIT B The Competing Businesses consist of:

Appears in 1 contract

Samples: Severance Agreement (Chiquita Brands International Inc)

General Release and Waiver. In exchange for For and in consideration of the payments and other benefits identified in due to Pxxx X. Xxxxxx (“Executive”) pursuant to the Severance Agreement Separation and Consulting Agreement, dated as of May 9, 2014 (the "Agreement") ”), by and between Xxxxxxxx Brands InternationalStar Scientific, Inc. (the "Company") and Xxxxxx X. Xxxxxxx ("Employee")Executive, which Employee acknowledges are in addition to anything and for other good and valuable consideration, Executive hereby, for and on behalf of value to which he is already entitledExecutive, Employee hereby releasesand his spouse, settles and forever discharges the Companychildren, its parentheirs, subsidiariesbeneficiaries, affiliatesdevisees, executors, administrators, attorneys, personal representatives, successors and assigns, together fully and forever releases, discharges and covenants not to sxx the Company, or any of its divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their past and present officers, directors, officerstrustees, employees, agents, insurersshareholders, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (“Released Parties”) from any other party associated and all claims of any kind arising out of, or related to, his employment with the Company, to its affiliates and subsidiaries (collectively, with the fullest extent permitted by applicable lawCompany, the “Affiliated Entities”) and/or Executive’s separation from any and all claimsemployment with the Affiliated Entities, causes of action, rights, demands, debts, liens, liabilities which Executive now has or damages of whatever naturemay have against the Released Parties, whether known or unknownunknown to Executive, suspected by reason of facts which have occurred on or unsuspectedprior to the date that Executive has signed this Release, except for (i) any contractual or statutory rights to indemnification to which Employee ever had Executive is entitled, (ii) rights with respect to any outstanding stock option, stock grant or may now have against warrant, and (iii) rights under the Company or any of the foregoingAgreement. This includesSuch released claims include, without limitation, any claims, liens, demands, or liabilities arising out of or in any way connected with Employee's employment with and all claims relating to the Company and the termination of that employment pursuant to any foregoing under federal, state or local laws regulating employment such as pertaining to employment, including, without limitation, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Civil Rights Act of 1991Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans With with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 19901973 , as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 19931992, 29 U.S.C. Section 2601 et. seq., and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative of Executive’s employment with the Civil Rights Act known as 42 USC 1981, the Employee Retirement Income Security Act of 1974 ("ERISA"), the Worker Adjustment and Retraining Notification Act ("WARN"), the Fair Labor Standards Act of 1938Affiliated Entities, as well as any and all such claims under state contract or tort law. Executive hereby waives, and agrees not to seek, any right to monetary damages that may be obtained by any agency or other federalentity or individual on his behalf and Executive further agrees that he will never individually or with any other person file, or commence the filing of, any lawsuits, complaints or proceedings of any kind with any state and local lawsor federal court against the Company, except with respect to claims related to (i) any contractual or statutory rights to indemnification to which Executive is entitled, (ii) rights with respect to any outstanding stock option, stock grant or warrant, and (iii) rights under the Agreement. The Executive has read this Release carefully, acknowledges that the Executive has been given at least twenty-one (21) days to consider all of its terms and has been advised to consult with an attorney and any other advisors of the Executive’s choice prior to executing this release shall not affect Release, and the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to sxx or bring any other claims against the Released Parties, including any rights and claims under the Age Discrimination in Employment Act. Executive also understands that Executive has a period of Employee for seven (7) days after signing this Release within which to revoke this agreement, and that neither the Company nor any other person is obligated to make any payments or provide any other benefits payable under any Social Security, Worker's Compensation or Unemployment laws or rights arising out of any breach of to Executive pursuant to the Agreement until seven (7) days have passed since Executive’s signing of this Release without Executive’s signature having been revoked. Executive has not been forced or pressured in any manner whatsoever to sign this Release, and Executive agrees to all of its terms voluntarily. This Release is final and binding and may not be changed or modified except in a writing signed by the Companyboth parties. [FOR EMPLOYEES AGE 40 OR OLDER]Date: May 20, 2014 /s/ Pxxx X. Xxxxxx Pxxx X. Xxxxxx Date: 20th May 2014 STAR SCIENTIFIC, INC. By: /s/ Mxxxxxx X. Xxxxxx Mxxxxxx X. Xxxxxx, Chairman and Chief Executive Officer

Appears in 1 contract

Samples: Separation and Consulting Agreement (Star Scientific Inc)

General Release and Waiver. In exchange consideration of the Termination Benefits, and for other good and valuable consideration, receipt of which is hereby acknowledged, the payments Executive for himself and benefits identified in for his heirs, executors, administrators, trustees, legal representatives and assigns (collectively, the Severance Agreement (the "Agreement") between Xxxxxxxx Brands International, Inc. (the "Company") and Xxxxxx X. Xxxxxxx ("Employee"“Releasors”), which Employee acknowledges are in addition to anything of value to which he is already entitled, Employee hereby releases, settles remises, and forever discharges acquits the CompanyCompany and all of its respective past, its present, and future direct or indirect parent, subsidiariesSubsidiaries, affiliatesdivisions, affiliates and related business entities, any of their predecessors, successors and assigns, together with employee benefit plans or funds, and any of its or their past respective past, present, and present future directors, officers, employeesfiduciaries, agents, insurerstrustees, attorneysadministrators, managers, supervisors, shareholders, owners, investors, representatives and any other party associated with the Companyemployees, to the fullest extent permitted by applicable lawin their official and individual capacities, jointly and individually (each a “Releasee”) from any and all claims, known or unknown, which the Releasors have or may have against any Releasee arising on or prior to the date of this Release and any and all liability which any such Releasee may have to the Executive, whether denominated claims, demands, causes of action, rightsobligations, demands, debts, liens, liabilities or damages of whatever nature, whether known or unknown, suspected or unsuspected, which Employee ever had or may now have against the Company or any of the foregoing. This includes, without limitation, any claims, liens, demands, or liabilities arising out of or from any and all bases, however denominated, including but not limited to the Age Discrimination in any way connected with Employee's employment with the Company and the termination of that employment pursuant to any federal, state or local laws regulating employment such as the Civil Rights Employment Act of 19641967, the Civil Rights Act of 1991as amended, the Americans With with Disabilities Act of 1990, as amended, the Family and Medical Leave Act of 1993, as amended, the Civil Rights Act known of 1964, as 42 USC 1981amended, the Rehabilitation Act of 1973, the Equal Pay Act, as amended, the Immigration Reform and Control Act of 1986, as amended, the Employee Retirement Income Security Act of 1974 1974, as amended ("ERISA"excluding claims for accrued, vested benefits under any employee benefit or pension plan, subject to the terms and conditions of such plan and applicable law), the Worker Adjustment and Retraining Notification Xxxxxxxx-Xxxxx Act ("WARN")of 2002, as amended, and, as may be applicable, the Fair New York State Human Rights Law, New York State Constitution, New York Labor Standards Act Law, New York Civil Rights Law, New York City Human Rights Law, New York Executive Law, and any similar law of 1938, as well as all any other federal, state or governmental entity and local any disability claims under any such laws, except that this release shall not affect in all such cases arising from or relating to the Executive’s employment relationship with the Company and his service relationship as an officer or director of Company and any rights of Employee for benefits payable under its Subsidiaries, or other associations with the Company or any Social Security, Worker's Compensation or Unemployment laws or rights arising out of any breach of the Agreement Subsidiaries or any termination thereof. The Executive further agrees that the Executive will not file or permit to be filed on the Executive’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this Release, this Release is not intended to interfere with the Executive’s right to file a charge with the Equal Employment Opportunity Commission (“EEOC”) in connection with any claim he believes he may have against any Releasee. However, by executing this Release, the Executive hereby waives the right to recover in any proceeding the Executive may bring before the EEOC or in any proceeding brought by the CompanyEEOC on the Executive’s behalf. [FOR EMPLOYEES AGE 40 OR OLDER]This Release is for any relief, no matter how denominated, including, but not limited to, injunctive relief, wages, back pay, front pay, compensatory damages, or punitive damages.

Appears in 1 contract

Samples: Grant Agreement (Investment Technology Group, Inc.)

General Release and Waiver. In exchange for For and in consideration of the payments and other benefits identified in the Severance Agreement due to Xxxxxxxx X. Xxxxx (the "“Executive”) pursuant to the Employment Agreement") , dated as of February xx, 2014, by and between Xxxxxxxx Brands InternationalXxxxxxx Transmission, Inc. (the "Company") and Xxxxxx X. Xxxxxxx the Executive ("Employee"the “Employment Agreement”), which Employee acknowledges are in addition to anything of value to which he is already entitledand for other good and valuable consideration, Employee the Executive hereby releasesagrees, settles for the Executive, the Executive’s spouse and forever discharges child or children (if any), the CompanyExecutive’s heirs, its parentbeneficiaries, subsidiariesdevisees, affiliatesexecutors, administrators, attorneys, insurers, personal representatives, successors and assigns, together to forever release, discharge and covenant not to xxx (the “Release”) the Company, or any of its divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their past and present officers, directors, officerstrustees, employees, agents, insurersshareholders, attorneysadministrators, general or limited partners, representatives, attorneys and fiduciaries, past, present and future (the “Released Parties”) from any other party associated and all claims of any kind arising out of, or related to, his employment with the Company, to its affiliates and subsidiaries (collectively, with the fullest extent permitted by applicable lawCompany, the “Affiliated Entities”), the Executive’s separation from any and all claimsemployment with the Affiliated Entities, causes of action, rights, demands, debts, liens, liabilities which the Executive now has or damages of whatever naturemay have against the Released Parties, whether known or unknownunknown to the Executive, suspected by reason of facts which have occurred on or unsuspected, which Employee ever had or may now have against prior to the Company or any of date that the foregoingExecutive has signed this Release. This includesSuch released claims include, without limitation, any claims, liens, demands, or liabilities arising out of or in any way connected with Employee's employment with and all claims relating to the Company and the termination of that employment pursuant to any foregoing under federal, state or local laws regulating employment such as pertaining to employment, including, without limitation, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Civil Rights Act of 1991Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans With with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 19901973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 19931992, 29 U.S.C. Section 2601 et. seq., and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative of the Civil Rights Act known as 42 USC 1981, Executive’s employment with the Employee Retirement Income Security Act of 1974 ("ERISA"), the Worker Adjustment and Retraining Notification Act ("WARN"), the Fair Labor Standards Act of 1938Affiliated Entities, as well as any and all such claims under state contract or tort law. The Executive has read this Release carefully, acknowledges that the Executive has been given at least twenty-one (21) days to consider all of its terms and has been advised to consult with an attorney and any other federaladvisors of the Executive’s choice prior to executing this Release, state and local the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to xxx or bring any other claims against the Released Parties, including any rights and claims under the Age Discrimination in Employment Act. The Executive also understands that the Executive has a period of seven (7) days after signing this Release within which to revoke his agreement, and that neither the Company nor any other person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Employment Agreement until eight (8) days have passed since the Executive’s * The Company may adjust the terms of this form release from time to time, including, without limitation, to reflect any changes in applicable laws. signing of this Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans. Finally, except that the Executive has not been forced or pressured in any manner whatsoever to sign this release Release, and the Executive agrees to all of its terms voluntarily. Notwithstanding anything else herein to the contrary, this Release shall not affect any rights of Employee for benefits payable affect: (i) the Company’s obligations under any Social Securitycompensation or employee benefit plan, Worker's Compensation program or Unemployment laws arrangement (including, without limitation, obligations to the Executive under any stock option, stock award or rights arising out agreements or obligations under any pension, deferred compensation or retention plan) provided by the Affiliated Entities where the Executive’s compensation or benefits are intended to continue or the Executive is to be provided with compensation or benefits, in accordance with the express written terms of any breach such plan, program or arrangement, beyond the date of the Agreement Executive’s termination; or (ii) rights to indemnification or liability insurance coverage the Executive may have under the by-laws of the Company or applicable law. This Release is subject to Sections 11 and 19 of the Employment Agreement. This Release is final and binding and may not be changed or modified except in a writing signed by the Companyboth parties. [FOR EMPLOYEES AGE 40 OR OLDER]Date Xxxxxxxx X. Xxxxx Date Xxxxxxx Transmission, Inc.

Appears in 1 contract

Samples: Employment Agreement (Allison Transmission Holdings Inc)

General Release and Waiver. In exchange for For and in consideration of the payments and other benefits identified in the Severance Agreement due to Xxxxx X. Xxxxxxxx (the "“Executive”) pursuant to the Employment Agreement") , dated as of December __, 2016, by and between Xxxxxxxx Brands InternationalXxxxxxx Transmission, Inc. (the "Company") and Xxxxxx X. Xxxxxxx the Executive ("Employee"the “Employment Agreement”), which Employee acknowledges are in addition to anything of value to which he is already entitledand for other good and valuable consideration, Employee the Executive hereby releasesagrees, settles for the Executive, the Executive’s spouse and forever discharges child or children (if any), the CompanyExecutive’s heirs, its parentbeneficiaries, subsidiariesdevisees, affiliatesexecutors, administrators, attorneys, insurers, personal representatives, successors and assigns, together to forever release, discharge and covenant not to xxx (the “Release”) the Company, or any of its divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their past and present officers, directors, officerstrustees, employees, agents, insurersshareholders, attorneysadministrators, general or limited partners, representatives, attorneys and fiduciaries, past, present and future (the “Released Parties”) from any other party associated and all claims of any kind arising out of, or related to, his employment with the Company, to its affiliates and subsidiaries (collectively, with the fullest extent permitted by applicable lawCompany, the “Affiliated Entities”), the Executive’s separation from any and all claimsemployment with the Affiliated Entities, causes of action, rights, demands, debts, liens, liabilities which the Executive now has or damages of whatever naturemay have against the Released Parties, whether known or unknownunknown to the Executive, suspected by reason of facts which have occurred on or unsuspected, which Employee ever had or may now have against prior to the Company or any of date that the foregoingExecutive has signed this Release. This includesSuch released claims include, without limitation, any claims, liens, demands, or liabilities arising out of or in any way connected with Employee's employment with and all claims relating to the Company and the termination of that employment pursuant to any foregoing under federal, state or local laws regulating employment such as pertaining to employment, including, without limitation, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Civil Rights Act of 1991Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans With with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 19901973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 19931992, 29 U.S.C. Section 2601 et. seq., and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative of the Civil Rights Act known as 42 USC 1981, Executive’s employment with the Employee Retirement Income Security Act of 1974 ("ERISA"), the Worker Adjustment and Retraining Notification Act ("WARN"), the Fair Labor Standards Act of 1938Affiliated Entities, as well as any and all such claims under state contract or tort law. * The Company may adjust the terms of this form release from time to time, including, without limitation, to reflect any changes in applicable laws. The Executive has read this Release carefully, acknowledges that the Executive has been given at least twenty-one (21) days to consider all of its terms and has been advised to consult with an attorney and any other federaladvisors of the Executive’s choice prior to executing this Release, state and local lawsthe Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to xxx or bring any other claims against the Released Parties, except including any rights and claims under the Age Discrimination in Employment Act. The Executive also understands that the Executive has a period of seven (7) days after signing this release Release within which to revoke his agreement, and that neither the Company nor any other person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Employment Agreement until eight (8) days have passed since the Executive’s signing of this Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans. Finally, the Executive has not been forced or pressured in any manner whatsoever to sign this Release, and the Executive agrees to all of its terms voluntarily. Notwithstanding anything else herein to the contrary, this Release shall not affect any rights of Employee for benefits payable affect: (i) the Company’s obligations under any Social Securitycompensation or employee benefit plan, Worker's Compensation program or Unemployment laws arrangement (including, without limitation, obligations to the Executive under any stock option, stock award or rights arising out agreements or obligations under any pension, deferred compensation or retention plan) provided by the Affiliated Entities where the Executive’s compensation or benefits are intended to continue or the Executive is to be provided with compensation or benefits, in accordance with the express written terms of any breach such plan, program or arrangement, beyond the date of the Agreement Executive’s termination; or (ii) rights to indemnification or liability insurance coverage the Executive may have under the by-laws of the Company or applicable law. This Release is subject to Sections 11 and 19 of the Employment Agreement. This Release is final and binding and may not be changed or modified except in a writing signed by the Companyboth parties. [FOR EMPLOYEES AGE 40 OR OLDER]Date Xxxxx X. Xxxxxxxx

Appears in 1 contract

Samples: Employment Agreement (Allison Transmission Holdings Inc)

General Release and Waiver. In exchange (a) Tyler for the payments and benefits identified in the Severance Agreement (the "Agreement") between Xxxxxxxx Brands Internationalhimself, Inc. (the "Company") and Xxxxxx X. Xxxxxxx ("Employee")his heirs, which Employee acknowledges are in addition to anything of value to which he is already entitledbeneficiaries, Employee assigns or executors does hereby releases, settles release and forever discharges the Companydischarge Valley, its parent, subsidiaries, affiliates, VNGI and/or VNGD their successors and assigns, together with as well as any and all of their past and present directors, officers, employees, agents, insurers, attorneys, representatives and any other party associated with the Company, to the fullest extent permitted by applicable law, employees from any and all claims, suits, demands, causes of action, rightscontracts, demandscovenants, obligations, debts, lienscosts, expenses, attorneys' fees, liabilities or damages of whatever kind or nature, in law or equity, whether arising by tort, contract, statute or otherwise, whether now known or unknown, vested or contingent, liquidated or unliquidated, suspected or unsuspected, concealed or hidden, which Employee ever had may exist, have existed or may now have against do exist, at any time up to and including the Company later date of June 1, 2003, or the Effective Date, as defined hereinafter. Specifically, but not by way of limitation, Tyler hereby waives and releases all claims of any kind, which relate in any way to Tyler's employment with Valley, VNGI and/or VNGD or the termination of that employment, except only (1) claims arising out of the foregoingperformance of this Agreement; (2) Tyler's rights under Valley's, VNGI's and/or VNGD's employee benefit plans; and (3) Tyler's rights to compensation earned up through June 1, 2003, including accrued unused vacation and sick leave. This includesSuch released claims include, without in any way limiting the generality of the foregoing language, any and all claims of employment discrimination or claims otherwise arising out of Tyler's employment under any local, state or federal common law, statute, ordinance, rule or regulation, including without limitation, any claims, liens, demands, or liabilities arising out of or in any way connected with Employee's employment with the Company and the termination of that employment pursuant to any federalall applicable state Human Rights Acts, state or local laws regulating employment such as Fair Employment Acts, state Disability Acts and state Age Discrimination Acts; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Civil Rights Act known as 42 USC 1981, ; the Employee Retirement Income Security Act of 1974 Act, as amended ("ERISA"), ; the Worker Adjustment and Retraining Notification Americans with Disabilities Act of 1990; as amended ("WARNADA"), ; the Fair Labor Standards Age Discrimination in Employment Act of 19381964, as amended, as well as all other federalthe Age Discrimination in Employment Act of 1967, state and local laws, except that as amended ("ADEA"). It is the intention of the parties to make this release shall not affect any rights of Employee for benefits payable under any Social Security, Worker's Compensation or Unemployment laws or rights arising out of any breach of as broad and general as the Agreement by the Company. [FOR EMPLOYEES AGE 40 OR OLDER]law permits.

Appears in 1 contract

Samples: Agreement (Valley National Gases Inc)

General Release and Waiver. In exchange for the payments and benefits identified in the Severance Agreement (the "Agreement") between Xxxxxxxx Brands International, Inc. (the "Company") and Xxxxxx X. Xxxxxxx ("Employee"), which Employee acknowledges are in addition to anything of value to which he is already entitled, Employee hereby releases, settles and forever discharges the Company, its parent, subsidiaries, affiliates, successors and assigns, together with their past and present directors, officers, employees, agents, insurers, attorneys, and any other party associated with the Company, to the fullest extent permitted by applicable law, from any and all claims, causes of action, rights, demands, debts, liens, liabilities or damages of whatever nature, whether known or unknown, suspected or unsuspected, which Employee ever had or may now have against the Company or any of the foregoing. This includes, without limitation, any claims, liens, demands, or liabilities arising out of or in any way connected with Employee's ’s employment with the Company and the termination of that employment pursuant to any federal, state or local laws regulating employment such as the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Civil Rights Act known as 42 USC 1981, the Employee Retirement Income Security Act of 1974 ("ERISA"), the Worker Adjustment and Retraining Notification Act ("WARN"), the Fair Labor Standards Act of 1938, as well as all other federal, state and local laws, except that this release shall not affect any rights of Employee as to (i) any claim that arises after the date on which Employee executes this Release, (ii) any claim for vested benefits which may be due Employee under any employee benefit plans in which Employee was a participant; (iii) any claim relating to Employee’s eligibility for indemnification in accordance with applicable laws or the Company’s certificate of incorporation or by-laws (or those of any affiliate or subsidiary) or any applicable insurance policy, with respect to any liability Employee has incurred or may incur as a director, officer or employee of the Company or any subsidiary or affiliate (including as a trustee, director or officer of any employee benefit plan), and (iv) benefits payable under any Social Security, Worker's ’s Compensation or Unemployment laws or rights arising out of any breach of the Agreement by the Company. [FOR EMPLOYEES AGE For Employees Age 40 OR OLDER]or Older] Employee further expressly and specifically waives any and all rights or claims under the Age Discrimination In Employment Act of 1967 and the Older Workers Benefit Protection Act (collectively the “Act”). Employee acknowledges and agrees that this waiver of any right or claim under the Act (the “Waiver”) is knowing and voluntary, and specifically agrees as follows: (a) that the Agreement and this Waiver are written in a manner which he understands; (b) that this Waiver specifically relates to rights or claims under the Act; (c) that he does not waive any rights or claims under the Act that may arise after the date of execution of this Waiver; (d) that he waives rights or claims under the Act in exchange for consideration in addition to anything of value to which he is already entitled; and (e) that he is advised in writing to consult with an attorney prior to executing this General Release and Waiver. Exhibit B

Appears in 1 contract

Samples: Severance Agreement (Chiquita Brands International Inc)

General Release and Waiver. In exchange for For and in consideration of the payments and other benefits identified in the Severance Agreement due to Xxxxx X. Xxxxxxxx (the "“Executive”) pursuant to the Employment Agreement") , dated as of March , 2014, by and between Xxxxxxxx Brands InternationalXxxxxxx Transmission, Inc. (the "Company") and Xxxxxx X. Xxxxxxx the Executive ("Employee"the “Employment Agreement”), which Employee acknowledges are in addition to anything of value to which he is already entitledand for other good and valuable consideration, Employee the Executive hereby releasesagrees, settles for the Executive, the Executive’s spouse and forever discharges child or children (if any), the CompanyExecutive’s heirs, its parentbeneficiaries, subsidiariesdevisees, affiliatesexecutors, administrators, attorneys, insurers, personal representatives, successors and assigns, together to forever release, discharge and covenant not to xxx (the “Release”) the Company, or any of its divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their past and present officers, directors, officerstrustees, employees, agents, insurersshareholders, attorneysadministrators, general or limited partners, representatives, attorneys and fiduciaries, past, present and future (the “Released Parties”) from any other party associated and all claims of any kind arising out of, or related to, his employment with the Company, to its affiliates and subsidiaries (collectively, with the fullest extent permitted by applicable lawCompany, the “Affiliated Entities”), the Executive’s separation from any and all claimsemployment with the Affiliated Entities, causes of action, rights, demands, debts, liens, liabilities which the Executive now has or damages of whatever naturemay have against the Released Parties, whether known or unknownunknown to the Executive, suspected by reason of facts which have occurred on or unsuspected, which Employee ever had or may now have against prior to the Company or any of date that the foregoingExecutive has signed this Release. This includesSuch released claims include, without limitation, any claims, liens, demands, or liabilities arising out of or in any way connected with Employee's employment with and all claims relating to the Company and the termination of that employment pursuant to any foregoing under federal, state or local laws regulating employment such as pertaining to employment, including, without limitation, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Civil Rights Act of 1991Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans With with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 19901973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 19931992, 29 U.S.C. Section 2601 et. seq., and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative of the Civil Rights Act known as 42 USC 1981, Executive’s employment with the Employee Retirement Income Security Act of 1974 ("ERISA"), the Worker Adjustment and Retraining Notification Act ("WARN"), the Fair Labor Standards Act of 1938Affiliated Entities, as well as any and all such claims under state contract or tort law. The Executive has read this Release carefully, acknowledges that the Executive has been given at least twenty-one (21) days to consider all of its terms and has been advised to consult with an attorney and any other federaladvisors of the Executive’s choice prior to executing this Release, state and local the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to xxx or bring any other claims against the Released Parties, including any rights and claims under the Age Discrimination in Employment Act. The Executive also understands that the Executive has a period of seven (7) days after signing this Release within which to revoke his agreement, and that neither the Company nor any other person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Employment Agreement until eight (8) days have passed since the Executive’s signing of this Release without the Executive’s signature having been revoked other than any * The Company may adjust the terms of this form release from time to time, including, without limitation, to reflect any changes in applicable laws. accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans. Finally, except that the Executive has not been forced or pressured in any manner whatsoever to sign this release Release, and the Executive agrees to all of its terms voluntarily. Notwithstanding anything else herein to the contrary, this Release shall not affect any rights of Employee for benefits payable affect: (i) the Company’s obligations under any Social Securitycompensation or employee benefit plan, Worker's Compensation program or Unemployment laws arrangement (including, without limitation, obligations to the Executive under any stock option, stock award or rights arising out agreements or obligations under any pension, deferred compensation or retention plan) provided by the Affiliated Entities where the Executive’s compensation or benefits are intended to continue or the Executive is to be provided with compensation or benefits, in accordance with the express written terms of any breach such plan, program or arrangement, beyond the date of the Agreement Executive’s termination; or (ii) rights to indemnification or liability insurance coverage the Executive may have under the by-laws of the Company or applicable law. This Release is subject to Sections 11 and 19 of the Employment Agreement. This Release is final and binding and may not be changed or modified except in a writing signed by the Companyboth parties. [FOR EMPLOYEES AGE 40 OR OLDER]Date Xxxxx X. Xxxxxxxx Date Xxxxxxx Transmission, Inc.

Appears in 1 contract

Samples: Employment Agreement (Allison Transmission Holdings Inc)

General Release and Waiver. In exchange (a) Bandi for the payments and benefits identified in the Severance Agreement (the "Agreement") between Xxxxxxxx Brands Internationalhimself, Inc. (the "Company") and Xxxxxx X. Xxxxxxx ("Employee")his heirs, which Employee acknowledges are in addition to anything of value to which he is already entitledbeneficiaries, Employee assigns or executors does hereby releases, settles release and forever discharges the Companydischarge Valley, its parent, subsidiaries, affiliates, VNGI and/or VNGD their successors and assigns, together with as well as any and all of their past and present directors, officers, employees, agents, insurers, attorneys, representatives and any other party associated with the Company, to the fullest extent permitted by applicable law, employees from any and all claims, suits, demands, causes of action, rightscontracts, demandscovenants, obligations, debts, lienscosts, expenses, attorneys' fees, liabilities or damages of whatever kind or nature, in law or equity, whether arising by tort, contract, statute or otherwise, whether now known or unknown, vested or contingent, liquidated or unliquidated, suspected or unsuspected, concealed or hidden, which Employee ever had may exist, have existed or may now have against do exist, at any time up to and including the Company later date of March 31, 2002, or the Effective Date, as defined hereinafter. Specifically, but not by way of limitation, Bandi hereby waives and releases all claims of any kind, which relate in any way to Bandi's employment with Valley, VNGI and/or VNGD or the termination of that employment, except only (1) claims arising out of the foregoingperformance of this Agreement; (2) Bandi's rights under Valley's, VNGI's and/or VNGD's employee benefit plans except for the non-qualified defined benefit retirement plan subject of Paragraph 7 hereinabove; and (3) Bandi's rights to compensation earned up through March 31, 2002 including accrued unused vacation and sick leave. This includesSuch released claims include, without in any way limiting the generality of the foregoing language, any and all claims of employment discrimination or claims otherwise arising out of Bandi's employment under any local, state or federal common law, statute, ordinance, rule or regulation, including without limitation, any claims, liens, demands, or liabilities arising out of or in any way connected with Employee's employment with the Company and the termination of that employment pursuant to any federalall applicable state Human Rights Acts, state or local laws regulating employment such as Fair Employment Acts, state Disability Acts and state Age Discrimination Acts; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Civil Rights Act known as 42 USC 1981, ; the Employee Retirement Income Security Act of 1974 Act, as amended ("ERISA"), ; the Worker Adjustment and Retraining Notification Americans with Disabilities Act of 1990; as amended ("WARNADA"), ; the Fair Labor Standards Age Discrimination in Employment Act of 19381964, as amended, as well as all other federalthe Age Discrimination in Employment Act of 1967, state and local laws, except that as amended ("ADEA"). It is the intention of the parties to make this release shall not affect any rights of Employee for benefits payable under any Social Security, Worker's Compensation or Unemployment laws or rights arising out of any breach of as broad and general as the Agreement by the Company. [FOR EMPLOYEES AGE 40 OR OLDER]law permits.

Appears in 1 contract

Samples: Agreement (Valley National Gases Inc)

General Release and Waiver. In exchange for the payments 1. This document is attached to, is incorporated into, and benefits identified in the Severance forms a part of, a Separation and Settlement Agreement and Mutual Release dated October 23, 2007 (the "Agreement") by and between Xxxxxxxx Brands InternationalMB Financial, Inc. (the "Company") and Rxxxxxx X. Xxxxxx X. Xxxxxxx ("Employee"the “Executive”). Except for (i) a Claim based upon a breach of the Agreement, (ii) a Claim which Employee acknowledges are in addition is expressly preserved by the Agreement, (iii) a Claim duly filed pursuant to anything the group welfare and retirement plans of value the Company, and (iv) a Claim with respect to which he is already entitledExecutive’s standing as a shareholder of the Company, Employee hereby releasesthe Executive, settles on behalf of himself and the other Executive Releasors, releases and forever discharges the Company, its parent, subsidiaries, affiliates, successors Company and assigns, together with their past and present directors, officers, employees, agents, insurers, attorneys, and any the other party associated with the Company, to the fullest extent permitted by applicable law, Company Releasees from any and all Claims which the Executive now has or claims, causes of action, rights, demands, debts, liens, liabilities or damages of whatever naturemight hereafter have or claim, whether known or unknown, suspected or unsuspectedunsuspected (or the other Executive Releasors may have, to the extent that it is derived from a Claim which Employee ever had or the Executive may now have have), against the Company Releasees based upon or arising out of any matter or thing whatsoever, from the beginning of time to the foregoing. This includes, without limitation, any claims, liens, demands, or liabilities date affixed beneath Executive’s signature on this General Release and Waiver and shall include Claims (other than those specifically excepted above) arising out of or in any way connected with Employee's related to the Executive’s employment with the Company and Company, or its predecessors, or the termination Employment Agreement dated August 25, 2006, including Claims arising under (or alleged to have arisen under) (a) the Age Discrimination in Employment Act of that employment pursuant to any federal1967, state or local laws regulating employment such as amended; (b) Title VII of the Civil Rights Act of 1964, the as amended; (c) The Civil Rights Act of 1991; (d) Section 1981 through 1988 of Title 42 of the United States Code, as amended; (e) the Executive Retirement Income Security Act of 1974, as amended; (f) The Immigration Reform Control Act, as amended; (g) The Americans With with Disabilities Act of 1990, the as amended; (h) The National Labor Relations Act, as amended; (i) The Fair Labor Standards Act, as amended; (j) The Occupational Safety and Health Act, as amended; (k) The Family and Medical Leave Act of 1993, the Civil Rights Act known as 42 USC 1981, the Employee Retirement Income Security Act of 1974 ; ("ERISA"), the Worker Adjustment l) any state antidiscrimination law; (m) any state wage and Retraining Notification Act hour law; ("WARN"), the Fair Labor Standards Act of 1938, as well as all n) any other federallocal, state and local lawsor federal law, except that this release shall not affect regulation or ordinance; (o) any rights of Employee public policy, contract, tort, or common law; or (p) any allegation for benefits payable under any Social Securitycosts, Worker's Compensation fees, or Unemployment laws or rights arising out of any breach of the Agreement by the Company. [FOR EMPLOYEES AGE 40 OR OLDER]other expenses including attorneys’ fees incurred in these matters referred to in (a) through (o) above.

Appears in 1 contract

Samples: Separation and Settlement Agreement (Mb Financial Inc /Md)

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General Release and Waiver. In exchange for consideration of the Separation Benefits, the Change in Control Benefits and/or any other payments and or benefits identified referenced in the Severance Agreement Separation Agreement, and for other good and valuable consideration, receipt of which is hereby acknowledged, the Executive for himself and for his heirs, executors, administrators, trustees, legal representatives and assigns (collectively, the "Agreement") between Xxxxxxxx Brands International, Inc. (the "Company") and Xxxxxx X. Xxxxxxx ("Employee"“Releasors”), which Employee acknowledges are in addition to anything of value to which he is already entitled, Employee hereby releases, settles remises, and forever discharges acquits the CompanyCompany and its subsidiaries and affiliates and all of their respective past, its parentpresent and future parent entities, subsidiaries, affiliatesdivisions, affiliates and related business entities, any of their successors and assigns, together with assets, employee benefit plans or funds, and any of their respective past and and/or present directors, officers, employeesfiduciaries, agents, insurerstrustees, attorneysadministrators, managers, supervisors, shareholders, investors, employees, legal representatives, agents, counsel and any other party associated with assigns, whether acting on behalf of the CompanyCompany or its subsidiaries or affiliates or, to in their individual capacities (collectively, the fullest extent permitted by applicable law, “Releasees” and each a “Releasee”) from any and all claims, known or unknown, which the Releasors have or may have against any Releasee arising on or prior to the date that the Executive executes this Release and any and all liability which any such Releasee may have to the Releasors, whether denominated claims, demands, causes of action, rightsobligations, demands, debts, liens, liabilities or damages of whatever nature, whether known or unknown, suspected or unsuspected, which Employee ever had or may now have against the Company or any of the foregoing. This includes, without limitation, any claims, liens, demands, or liabilities arising out of or from any and all bases, however denominated, including but not limited to (a) any claim under the Age Discrimination in any way connected with Employee's employment with the Company and the termination of that employment pursuant to any federal, state or local laws regulating employment such as the Civil Rights Employment Act of 1964, the Civil Rights Act of 19911967 (“ADEA”), the Americans With with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Civil Rights Act known as 42 USC 1981of 1964, the Civil Rights Act of 1991, Section 1981 of the Civil Rights Act of 1866, the Equal Pay Act, the Xxxxx Xxxxxxxxx Fair Pay Act, the Immigration Reform and Control Act of 1986, the Employee Retirement Income Security Act of 1974 1974, ("ERISA"excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company, subject to the terms and conditions of such plan and applicable law), the Worker Adjustment and Retraining Notification Uniform Trade Secrets Act, the Xxxxxxxx-Xxxxx Act ("WARN")of 2002, the Fair Labor Standards Act Act, all as amended; (b) any and all claims arising from or relating to the Executive’s employment relationship with Company and his service relationship as an officer or director of 1938the Company or any of its subsidiaries or affiliates, or as well as a result of the termination of such relationships; (c) all claims related to the Executive’s compensation or benefits from the Company or the Releasees, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company or the Releasees; (d) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing; (e) all tort claims, including claims for fraud, defamation, privacy rights, emotional distress, and discharge in violation of public policy; and (f) all federal, state (including but not limited to the States of Delaware, California, Pennsylvania and New Jersey), and local lawsstatutory or constitutional claims, except including claims for compensation, discrimination, harassment, whistleblower protection, retaliation, attorneys’ fees, costs, disbursements, or other claims (referred to collectively as the “Released Claims”). Notwithstanding anything to the contrary in this Release or otherwise, this Release does not release claims that cannot be released as a matter of law, or the right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission (“EEOC”), or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company. However, by executing this Release, the Executive hereby waives the right to recover in any proceeding the Executive may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on the Executive’s behalf. This Release is for any relief, no matter how denominated, including, but not limited to, injunctive relief, wages, back pay, front pay, compensatory damages, or punitive damages. Notwithstanding anything to the contrary in this Release or otherwise, this Release shall not apply to (i) the Executive’s rights to defense and indemnification from the Company or rights, if any, to be covered under any applicable insurance policy with respect to any liability the Executive incurred or might incur as an employee, officer or director of the Company; (ii) any right the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against the Executive as a result of any act or failure to act for which the Executive, on the one hand, and Company or any other Releasee, on the other hand, are jointly liable; and (iii) any right of the Executive to pursue claims or actions in respect of the subject matter, rights or benefits contemplated by this Release. Nothing in this Release shall prohibit the Executive from reporting possible violations of federal law or regulation or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. The Executive expressly waives and relinquishes all rights and benefits afforded by Section 1542 of the Civil Code of the State of California, and in so doing understands and acknowledges the significance of such specific waiver of Section 1542 that reads 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 SETTLEMENT WITH THE DEBTOR.” The Executive expressly waives, relinquishes and forfeits all rights and benefits accorded by the provisions of California Civil Code Section 1542, and furthermore waives any rights that he or she might have to invoke such provisions now or in the future with respect to the Released Claims. Thus, notwithstanding the provisions of Section 1542, and the purpose of implementing a full and complete release and discharge of the claims released by this Release, the Executive expressly acknowledges that this release shall Release is intended to include in its effect, without limitation, all claims which the Executive does not affect any rights know or suspect to exist in his favor at the time of Employee for benefits payable under any Social Security, Worker's Compensation or Unemployment laws or rights execution hereof arising out of or relating in any breach way to the subject matter of the Agreement by actions referred to herein above and that this Release contemplates the Company. [FOR EMPLOYEES AGE 40 OR OLDER]extinguishment of any such claims.

Appears in 1 contract

Samples: Separation Agreement (Impax Laboratories Inc)

General Release and Waiver. In exchange for For and in consideration of the payments and other benefits identified in the Severance Agreement due to Xxxxxxxx X. Xxxxx (the "“Executive”) pursuant to the Employment Agreement") , dated as of February 7, 2008, by and between Xxxxxxxx Brands InternationalXxxxxxx Transmission, Inc. (the "Company") and Xxxxxx X. Xxxxxxx the Executive ("Employee"the “Employment Agreement”), which Employee acknowledges are in addition to anything of value to which he is already entitledand for other good and valuable consideration, Employee the Executive hereby releasesagrees, settles for the Executive, the Executive’s spouse and forever discharges child or children (if any), the CompanyExecutive’s heirs, its parentbeneficiaries, subsidiariesdevisees, affiliatesexecutors, administrators, attorneys, insurers, personal representatives, successors and assigns, together to forever release, discharge and covenant not to xxx (the “Release”) the Company, or any of its divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their past and present officers, directors, officerstrustees, employees, agents, insurersshareholders, attorneysadministrators, general or limited partners, representatives, attorneys and fiduciaries, past, present and future (the “Released Parties”) from any other party associated and all claims of any kind arising out of, or related to, his employment with the Company, to its affiliates and subsidiaries (collectively, with the fullest extent permitted by applicable lawCompany, the “Affiliated Entities”), the Executive’s separation from any and all claimsemployment with the Affiliated Entities, causes of action, rights, demands, debts, liens, liabilities which the Executive now has or damages of whatever naturemay have against the Released Parties, whether known or unknownunknown to the Executive, suspected by reason of facts which have occurred on or unsuspected, which Employee ever had or may now have against prior to the Company or any of date that the foregoingExecutive has signed this Release. This includesSuch released claims include, without limitation, any claims, liens, demands, or liabilities arising out of or in any way connected with Employee's employment with and all claims relating to the Company and the termination of that employment pursuant to any foregoing under federal, state or local laws regulating employment such as pertaining to employment, including, without limitation, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Civil Rights Act of 1991Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans With with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 19901973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 19931992, 29 U.S.C. Section 2601 et. seq., and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative of the Civil Rights Act known as 42 USC 1981, Executive’s employment with the Employee Retirement Income Security Act of 1974 ("ERISA"), the Worker Adjustment and Retraining Notification Act ("WARN"), the Fair Labor Standards Act of 1938Affiliated Entities, as well as any and all such claims under state contract or tort law. The Executive has read this Release carefully, acknowledges that the Executive has been given at least twenty-one (21) days to consider all of its terms and has been advised to consult with an attorney and any other federaladvisors of the Executive’s choice prior to executing this Release, state and local the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to xxx or bring any other claims against the Released Parties, including any rights and claims under the Age Discrimination in Employment Act. The Executive also understands that the Executive has a period of seven (7) days after signing this Release within which to revoke his agreement, and that neither the Company nor any other person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Employment Agreement until eight (8) days have passed since the Executive’s * The Company may adjust the terms of this form release from time to time, including, without limitation, to reflect any changes in applicable laws. signing of this Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans. Finally, except that the Executive has not been forced or pressured in any manner whatsoever to sign this release Release, and the Executive agrees to all of its terms voluntarily. Notwithstanding anything else herein to the contrary, this Release shall not affect any rights of Employee for benefits payable affect: (i) the Company’s obligations under any Social Securitycompensation or employee benefit plan, Worker's Compensation program or Unemployment laws arrangement (including, without limitation, obligations to the Executive under any stock option, stock award or rights arising out agreements or obligations under any pension, deferred compensation or retention plan) provided by the Affiliated Entities where the Executive’s compensation or benefits are intended to continue or the Executive is to be provided with compensation or benefits, in accordance with the express written terms of any breach such plan, program or arrangement, beyond the date of the Agreement Executive’s termination; or (ii) rights to indemnification or liability insurance coverage the Executive may have under the by-laws of the Company or applicable law. This Release is subject to Sections 11 and 19 of the Employment Agreement. This Release is final and binding and may not be changed or modified except in a writing signed by the Companyboth parties. [FOR EMPLOYEES AGE 40 OR OLDER]Date Xxxxxxxx X. Xxxxx Date Xxxxxxx Transmission, Inc.

Appears in 1 contract

Samples: Employment Agreement (Allison Transmission Holdings Inc)

General Release and Waiver. In exchange for I, Xxxxxxx Xxxxxxxx, on behalf of myself and my heirs, executors, administrators and assigns, in consideration of the Company’s agreement to pay me the severance and other payments and benefits identified as more fully described in the Severance Employment Agreement in accordance with the terms and conditions of the Employment Agreement, do hereby (the "Agreement"except as expressly stated herein) between Xxxxxxxx Brands International, Inc. (the "Company") and Xxxxxx X. Xxxxxxx ("Employee"), which Employee acknowledges are in addition to anything of value to which he is already entitled, Employee hereby releases, settles release and forever discharges the Companydischarge and covenant not to xxx (a) GNC and each of its Affiliates and their respective past, its parent, present and future subsidiaries, affiliatesdivisions, successors Affiliates and assignsrelated business entities, together with their past and present directors, officers, employeesexecutives, members, agents, insurersfiduciaries, attorneystrustees, administrators, managers, supervisors, shareholders, investors, employees and any other party associated with representatives and each of their respective successors and assigns (both individually and in their official capacities) (collectively, the Company, to the fullest extent permitted by applicable law“Releasees”), from any and all claimsactions, causes of action, rightscovenants, contracts, claims, demands, debtssuits, liensand liabilities whatsoever, liabilities which I ever had, now have or damages may have arising prior to or on the effective date of whatever naturethis Release by reason of my employment with or severance of my employment from the Company and/or its affiliates (“Claims”). By signing this Release, I am providing a complete waiver of all Claims that may have arisen, whether known or unknown, suspected or unsuspected, which Employee ever had or may now have against up until and including the Company or any effective date of the foregoingthis Release. This includes, without limitationbut is not limited to, any claims, liens, demands, or liabilities arising out of or claims based on the Age Discrimination in any way connected with Employee's employment with the Company and the termination of that employment pursuant to any federal, state or local laws regulating employment such as the Civil Rights Employment Act of 19641967, the Civil Rights Act of 1991as amended, the Americans With with Disabilities Act of 1990, as amended, the Family and Medical Leave Act of 1993, as amended, the Civil Rights Act known of 1964, as 42 USC 1981amended, the Civil Rights Act of 1991, as amended, Section 1981 of the Civil Rights Act of 1866, as amended, the Equal Pay Act, as amended, the Immigration Reform and Control Act of 1986, as amended, the Employee Retirement Income Security Act of 1974 1974, as amended ("ERISA"excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Released Parties subject to the terms and conditions of such plan and applicable law), the Worker Adjustment and Retraining Notification Xxxxxxxx-Xxxxx Act ("WARN")of 2002, as amended, the Fair Labor Standards Act of 1938Pennsylvania Human Relations Act, as well amended, the Pennsylvania Equal Pay Law, as all amended, or any other federalFederal, state, or local law, any common law, public policy, contract (whether oral or written, express or implied) except as expressly excluded below, or tort law, and any other local, state or Federal law, regulation or ordinance having any bearing whatsoever on the terms and local lawsconditions of my employment and the cessation thereof, except provided, however, that this release Release shall not affect any rights apply to (i) the Company’s obligations to provide me the severance and other payments and benefits to which I am entitled under the Employment Agreement in accordance with its terms and conditions, (ii) the Company’s and/or its insurers’ obligation(s) to provide me indemnification, defense, advancement or reimbursement of Employee for benefits payable expenses to which I am or would be entitled under any Social Securityapplicable public law, Worker's Compensation or Unemployment laws or rights arising out of any breach the Company’s bylaws as in effect as of the Agreement time of the underlying claim, or any contract of insurance, (iii) any vested, nonforfeitable benefits to which I may be entitled pursuant to any employee benefit plan maintained by the Company from time to time during my employment with the Company, or (iv) claims for compensation for injuries that are subject to and compensable solely under the Workers Compensation Law (collectively, “Excluded Claims”). [FOR EMPLOYEES AGE 40 OR OLDER]This Release is not intended to interfere with my right to file a charge with the Equal Employment Opportunity Commission (“EEOC”) in connection with any claim I believe I may have against any Releasee. Notwithstanding the preceding sentence, by executing this Release, I hereby waive the right to recover in any proceeding I may bring before the EEOC or any state human rights commission on my behalf. I further agree, promise and covenant that, to the maximum extent permitted by law neither, I, nor any person, organization, or other entity acting on my behalf has filed or will file, charged or will charge, claimed or will claim, sued or will xxx, or caused or will cause or permitted or will permit to be filed, charged or claimed, any action for damages or other relief (including injunctive, declaratory, monetary or other relief) against the Releasees with respect to any Claims other than Excluded Claims.

Appears in 1 contract

Samples: Employment Agreement (GNC Holdings, Inc.)

General Release and Waiver. In exchange consideration of the Company’s agreement to amend the Employment Agreement as set forth above, and for other good and valuable consideration, receipt of which is hereby acknowledged, Xxxxx for himself and for his heirs, executors, administrators, trustees, legal representatives and assigns (collectively, the payments and benefits identified in the Severance Agreement (the "Agreement") between Xxxxxxxx Brands International, Inc. (the "Company") and Xxxxxx X. Xxxxxxx ("Employee"“Releasors”), which Employee acknowledges are in addition to anything of value to which he is already entitled, Employee hereby releases, settles remises, and forever discharges acquits the CompanyCompany and its affiliates and all of their respective past, its parentpresent and future parent entities, subsidiaries, affiliatesdivisions, affiliates and related business entities, any of their successors and assigns, together with assets, employee benefit plans or funds, and any of their respective past and and/or present directors, officers, employeesfiduciaries, agents, insurerstrustees, attorneysadministrators, managers, supervisors, shareholders, investors, employees, legal representatives, agents, counsel and any other party associated with assigns, whether acting on behalf of the CompanyCompany or its affiliates or, to in their individual capacities (collectively, the fullest extent permitted by applicable law, “Releasees” and each a “Releasee”) from any and all claims, known or unknown, which the Releasors have or may have against any Releasee arising on or prior to the date of this Release and any and all liability which any such Releasee may have to Xxxxx, whether denominated claims, demands, causes of action, rightsobligations, demandsdamages or liabilities arising from any and all bases, debtshowever denominated, liens, liabilities or damages including but not limited to (a) any claim under the Age Discrimination in Employment Act of whatever nature, whether known or unknown, suspected or unsuspected, which Employee ever had or may now have against the Company or any of the foregoing. This includes1967 (including, without limitation, any claims, liens, demands, or liabilities arising out of or in any way connected with Employee's employment with the Company and the termination of that employment pursuant to any federal, state or local laws regulating employment such as the Civil Rights Act of 1964, the Civil Rights Act of 1991Older Workers Benefit Protection Act), the Americans With with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Civil Rights Act known as 42 USC 1981of 1964, the Civil Rights Act of 1991, Section 1981 of the Civil Rights Act of 1866, the Equal Pay Act, the Immigration Reform and Control Act of 1986, the Employee Retirement Income Security Act of 1974 1974, ("ERISA"excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company, subject to the terms and conditions of such plan and applicable law), the Worker Adjustment and Retraining Notification Act ("WARN"), the Fair Labor Standards Xxxxxxxx-Xxxxx Act of 19382002, all as well amended; (b) any claims under any state statutory or decisional law pertaining to wage payment, wrongful discharge, discrimination, retaliation, breach of contract, breach of public policy, misrepresentation, fraud or defamation, (c) any and all claims under the Indiana Civil Rights Act and the Indiana wage payment provisions, each as amended; (d) any claim under any other Federal, state, or local law and any workers’ compensation or disability claims under any such laws; and (e) any claim for attorneys’ fees, costs, disbursements and/or the like. This Release includes, without limitation, (i) any and all claims arising from or relating to Xxxxx’x employment relationship with Company and his service relationship as an officer or director of the Company, or as a result of the termination of such relationships and (ii) any and all matters, transactions or things occurring prior to Xxxxx’x execution of this Release. Xxxxx further agrees that he will not file or permit to be filed on his behalf any such claim. Notwithstanding the preceding sentence or any other federalprovision of this Release, this Release is not intended to interfere with Xxxxx’x right to file a charge with the Equal Employment Opportunity Commission (“EEOC”) in connection with any claim he believes he may have against any Releasee. However, by executing this Release, Xxxxx hereby waives the right to recover in any proceeding Xxxxx may bring before the EEOC or any state and local lawshuman rights commission or in any proceeding brought by the EEOC or any state human rights commission on Xxxxx’x behalf. This Release is for any relief, except that this release no matter how denominated, including, but not limited to, injunctive relief, wages, back pay, front pay, compensatory damages, or punitive damages. This Release shall not affect any apply to (i) Xxxxx’x rights of Employee for benefits payable to indemnification from the Company or rights to be covered under any Social Securityapplicable insurance policy with respect to any liability Xxxxx incurred or might incur as an employee, Worker's Compensation officer or Unemployment laws director of the Company; or rights arising out (ii) any right Xxxxx may have to obtain contribution as permitted by law in the event of entry of judgment against Xxxxx as a result of any breach of act or failure to act for which Xxxxx, on the Agreement by one hand, and Company or any other Releasee, on the Company. [FOR EMPLOYEES AGE 40 OR OLDER]other hand, are jointly liable.

Appears in 1 contract

Samples: Employment Agreement (Washington Prime Group, L.P.)

General Release and Waiver. In exchange for the payments (a) Executive, on behalf of himself and benefits identified in the Severance Agreement (the "Agreement") between Xxxxxxxx Brands Internationalhis heirs, Inc. (the "Company") and Xxxxxx X. Xxxxxxx ("Employee")beneficiaries, which Employee acknowledges are in addition to anything of value to which he is already entitledexecutors, Employee hereby releases, settles and forever discharges the Company, its parent, subsidiaries, affiliatesadministrators, successors and assigns, together with does hereby release, acquit, and forever discharge the Company and its Affiliates and each of its and their past and present respective officers, directors, officersshareholders, members, managers, employees, agents, insurersservants, accountants, attorneys, heirs, beneficiaries, successors and any other party associated with assigns (collectively, the Company“Company Released Parties”), to the fullest extent permitted by applicable law, of and from any and all claims, counterclaims, demands, actions, causes of action, rightsliabilities, demandsdamages, debtscosts, liensloss of services, liabilities expenses, compensation, third-party actions, suits at law or damages of whatever natureequity, whether known under common law, state or unknownfederal law, suspected or unsuspected, which Employee ever had or may now have against the Company or any of the foregoing. This includesother law, or otherwise, including, without limitation, any and all known or unknown claims, liensfor injuries to any party which have resulted or may result from the alleged acts or omissions of any party, demandswhich Executive or his successors in interest now own or hold, or liabilities have at any time heretofore owned or held, or may at any time own or hold by reason of any matter or thing arising from any cause whatsoever prior to the date of execution of this Agreement; it being acknowledged and agreed that this release does not waive, release or otherwise discharge any claim arising after the date of Executive’s execution of this Agreement or out of breach of this Agreement (“Claims”). Furthermore, and without limiting the generality of the foregoing, the Claims released hereunder include any and all claims or in demands related to salary, bonuses, commissions, incentive pay, equity, benefits, fringe benefits, severance pay, expense reimbursements, or any way connected with Employee's employment with the Company and the termination form of that employment compensation, claims pursuant to any federal, state or local laws regulating employment such as law including, but not limited to, the Federal Civil Rights Act of 1964, ; Title VII of the Civil Rights of 1964; Sections 1981 through 1988 of Title 42 of the United States Code; the Civil Rights Act of 1991, ; Age Discrimination in Employment Act; the Equal Pay Act; the Americans With with Disabilities Act of 1990, Act; the Rehabilitation Act; the Family and Medical Leave Act of 1993, Act; the Civil Rights Act known as 42 USC 1981, Fair Labor Standards Act; the Employee Retirement Income Security Act of 1974 ("ERISA"), 1974; the Worker Adjustment and Retraining Notification Act; the National Labor Relations Act; the Fair Credit Reporting Act; the Occupational Safety and Health Act; the Uniformed Services Employment and Reemployment Act; the Employee Polygraph Protection Act; the Immigration Reform and Control Act of 1986; the Michigan Xxxxxxx-Xxxxxx Civil Rights Act ("WARN"ELCRA); the Michigan Persons with Disabilities Civil Rights Act (PWDCRA); the Payment of Wages and Fringe Benefits Act (WFBA); the Michigan Whistleblowers’ Protection Act (WPA); the Xxxxxxx-Xxxxxxxx Employee Right to Know Act; the Michigan Occupational Safety and Health Act (MIOSHA); the Michigan Social Security Number Privacy Act; and the Michigan Internet Privacy Protection Act, the Fair Labor Standards Act of 1938, each as well as all amended; and/or any other federal, state or local statute, regulation or any law or legal principle of similar effect in any other relevant jurisdiction; any and local lawsall claims for wrongful termination, except that this unfair treatment, breach of public policy, express or implied contract, discrimination, fraud, defamation, emotional distress, attorneys’ fees; or any other claims arising under common law based upon, arising out of or relating in any way to Executive’s employment with the Company or the termination thereof or to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company or any of the Company Released Parties and Executive; provided, however, the foregoing waiver and release shall not affect extend to the following: (i) any rights, remedies or claims Executive may have to enforce the terms of this Agreement or the Change in Control Agreement incorporated herein, other than the right to enforce Section 6.1(E) of the Change in Control Agreement; (ii) any rights Executive may have to receive vested amounts under the Company’s employee benefit plans and/or pension plans or programs; (iii) Executive’s rights to medical benefit continuation coverage pursuant to state or federal law (COBRA); (iv) any rights or claims Executive may have to benefits that may not be waived as a matter of Employee for benefits payable law, such as workers’ compensation or unemployment insurance benefits; or (v) Executive’s eligibility for, or right to receive, indemnification and/or advancement of expenses to the extent provided under the Company’s bylaws, any written indemnification agreement with the Company or applicable law, or under any Social Securitydirectors and officers insurance policy (collectively, Worker's Compensation or Unemployment laws or rights arising out of any breach of the Agreement by the Company. [FOR EMPLOYEES AGE 40 OR OLDER]“Excluded Claims”).

Appears in 1 contract

Samples: Separation and General Release Agreement (Visteon Corp)

General Release and Waiver. In exchange for For and in consideration of the payments and other benefits identified in the Severance Agreement due to Xxxxxxxx X. Xxxxx (the "“Executive”) pursuant to the Employment Agreement") , dated as of December __, 2016, by and between Xxxxxxxx Brands InternationalXxxxxxx Transmission, Inc. (the "Company") and Xxxxxx X. Xxxxxxx the Executive ("Employee"the “Employment Agreement”), which Employee acknowledges are in addition to anything of value to which he is already entitledand for other good and valuable consideration, Employee the Executive hereby releasesagrees, settles for the Executive, the Executive’s spouse and forever discharges child or children (if any), the CompanyExecutive’s heirs, its parentbeneficiaries, subsidiariesdevisees, affiliatesexecutors, administrators, attorneys, insurers, personal representatives, successors and assigns, together to forever release, discharge and covenant not to xxx (the “Release”) the Company, or any of its divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their past and present officers, directors, officerstrustees, employees, agents, insurersshareholders, attorneysadministrators, general or limited partners, representatives, attorneys and fiduciaries, past, present and future (the “Released Parties”) from any other party associated and all claims of any kind arising out of, or related to, his employment with the Company, to its affiliates and subsidiaries (collectively, with the fullest extent permitted by applicable lawCompany, the “Affiliated Entities”), the Executive’s separation from any and all claimsemployment with the Affiliated Entities, causes of action, rights, demands, debts, liens, liabilities which the Executive now has or damages of whatever naturemay have against the Released Parties, whether known or unknownunknown to the Executive, suspected by reason of facts which have occurred on or unsuspected, which Employee ever had or may now have against prior to the Company or any of date that the foregoingExecutive has signed this Release. This includesSuch released claims include, without limitation, any claims, liens, demands, or liabilities arising out of or in any way connected with Employee's employment with and all claims relating to the Company and the termination of that employment pursuant to any foregoing under federal, state or local laws regulating employment such as pertaining to employment, including, without limitation, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Civil Rights Act of 1991Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans With with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 19901973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 19931992, 29 U.S.C. Section 2601 et. seq., and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative of the Civil Rights Act known as 42 USC 1981, Executive’s employment with the Employee Retirement Income Security Act of 1974 ("ERISA"), the Worker Adjustment and Retraining Notification Act ("WARN"), the Fair Labor Standards Act of 1938Affiliated Entities, as well as any and all such claims under state contract or tort law. The Executive has read this Release carefully, acknowledges that the Executive has been given at least twenty-one (21) days to consider all of its terms and has been advised to consult with an attorney and any other federaladvisors of the Executive’s choice prior to executing this Release, state and local the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to xxx or bring any other claims against the Released Parties, including any rights and claims under the Age Discrimination in Employment Act. The Executive also understands that the Executive has a period of seven (7) days after signing this Release within which to revoke his agreement, and that neither the Company nor any other person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Employment Agreement until eight (8) days have passed since the Executive’s signing of this Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans. Finally, the Executive has not been forced or pressured in any manner whatsoever to sign this Release, and the Executive agrees to all of its terms voluntarily. * The Company may adjust the terms of this form release from time to time, including, without limitation, to reflect any changes in applicable laws. Notwithstanding anything else herein to the contrary, except that this release Release shall not affect any rights of Employee for benefits payable affect: (i) the Company’s obligations under any Social Securitycompensation or employee benefit plan, Worker's Compensation program or Unemployment laws arrangement (including, without limitation, obligations to the Executive under any stock option, stock award or rights arising out agreements or obligations under any pension, deferred compensation or retention plan) provided by the Affiliated Entities where the Executive’s compensation or benefits are intended to continue or the Executive is to be provided with compensation or benefits, in accordance with the express written terms of any breach such plan, program or arrangement, beyond the date of the Agreement Executive’s termination; or (ii) rights to indemnification or liability insurance coverage the Executive may have under the by-laws of the Company or applicable law. This Release is subject to Sections 11 and 19 of the Employment Agreement. This Release is final and binding and may not be changed or modified except in a writing signed by the Companyboth parties. [FOR EMPLOYEES AGE 40 OR OLDER]Date Xxxxxxxx X. Xxxxx

Appears in 1 contract

Samples: Employment Agreement (Allison Transmission Holdings Inc)

General Release and Waiver. In exchange for the payments 1. This document is attached to, is incorporated into, and benefits identified in the Severance forms a part of, a Separation and Settlement Agreement and General Release dated October 5, 2006 (the "Agreement") by and between Xxxxxxxx Brands InternationalXxxxxx Capital Group, Inc. and Xxxx Xxxxxx Bank (collectively, the "Company") and Xxxxxx X. Xxxxxxx ("the “Employee"). Except for (i) a Claim based upon a breach of the Agreement, (ii) a Claim which is expressly preserved by the Agreement, or (iii) a Claim duly filed pursuant to the group welfare and retirement plans of the Company, the Employee, on behalf of himself and the other Employee acknowledges are in addition to anything of value to which he is already entitledReleasors, Employee hereby releases, settles releases and forever discharges the Company, its parent, subsidiaries, affiliates, successors Company and assigns, together with their past and present directors, officers, employees, agents, insurers, attorneys, and any the other party associated with the Company, to the fullest extent permitted by applicable law, Company Releasees from any and all Claims which the Employee now has or claims, causes of action, rights, demands, debts, liens, liabilities or damages of whatever naturemight hereafter have or claim, whether known or unknown, suspected or unsuspectedunsuspected (or the other Employee Releasors may have, to the extent that it is derived from a Claim which the Employee ever had may have), against the Company Releasees based upon or may now arising out of any matter or thing whatsoever, from the beginning of time to the date affixed beneath Employee’s signature on this General Release and Waiver and shall include, without limitation, Claims (other than those specifically excepted above) arising out of or related to the Letter Agreement dated March 20, 2002 and Claims arising under (or alleged to have arisen under) (a) Title VII of the Civil Rights Act of 1964, as amended; (b) The Civil Rights Act of 1991; (c) Section 1981 through 1988 of Title 42 of the United States Code, as amended; (d) the Employee Retirement Income Security Act of 1974, as amended; (e) The Immigration Reform Control Act, as amended; (f) The Americans with Disabilities Act of 1990, as amended; (g) The National Labor Relations Act, as amended; (h) The Fair Labor Standards Act, as amended; (i) The Occupational Safety and Health Act, as amended; (j) The Family and Medical Leave Act of 1993; (k) any state antidiscrimination law; (l) any state wage and hour law; (m) any other local, state or federal law, regulation or ordinance; (n) any public policy, contract, tort, or common law; or (o) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters. Employee further represents that he has not, and never will, institute against the Company or any of the foregoing. This includesCompany Releasees any action or other proceeding in any court, without limitationadministrative agency, or other tribunal of the United States, any claimsState thereof or any foreign jurisdiction, lienswith respect to any Claim or cause of action of any type, demandsother than as provided under (i), (ii) or liabilities (iii) above, arising out or which may have existed at any time prior to the effective date of or in any way connected with Employee's employment with the Agreement. If Employee does institute such a claim, he agrees to pay the reasonable costs incurred by the Company and the termination of that employment pursuant to or any federal, state or local laws regulating employment such as the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Civil Rights Act known as 42 USC 1981, the Employee Retirement Income Security Act of 1974 ("ERISA"), the Worker Adjustment and Retraining Notification Act ("WARN"), the Fair Labor Standards Act of 1938, as well as all other federal, state and local laws, except that this release shall not affect any rights of Employee for benefits payable under any Social Security, Worker's Compensation or Unemployment laws or rights arising out of any breach of the Agreement by the Company. [FOR EMPLOYEES AGE 40 OR OLDER]Company Releasees in successfully defending such action, including reasonable attorneys’ fees, experts’ fees and costs.

Appears in 1 contract

Samples: Separation and Settlement Agreement (Taylor Capital Group Inc)

General Release and Waiver. In exchange consideration of the Termination Benefits and/or any other payments or benefits referenced in this Release, and for other good and valuable consideration, receipt of which is hereby acknowledged, the payments Executive for himself and benefits identified in for his heirs, executors, administrators, trustees, legal representatives and assigns (collectively, the Severance Agreement (the "Agreement") between Xxxxxxxx Brands International, Inc. (the "Company") and Xxxxxx X. Xxxxxxx ("Employee"“ Releasors ”), which Employee acknowledges are in addition to anything of value to which he is already entitled, Employee hereby releases, settles remises, and forever discharges acquits the CompanyCompany and its subsidiaries and affiliates and all of their respective past, its parentpresent and future parent entities, subsidiaries, affiliatesdivisions, affiliates and related business entities, any of their successors and assigns, together with assets, employee benefit plans or funds, and any of their respective past and and/or present directors, officers, employeesfiduciaries, agents, insurerstrustees, attorneysadministrators, managers, supervisors, shareholders, investors, employees, legal representatives, agents, counsel and any other party associated with assigns, whether acting on behalf of the CompanyCompany or its subsidiaries or affiliates or, to in their individual capacities (collectively, the fullest extent permitted by applicable law, “ Releasees ” and each a “ Releasee ”) from any and all claims, known or unknown, which the Releasors have or may have against any Releasee arising on or prior to the date that the Executive executes this Release and any and all liability which any such Releasee may have to the Releasors, whether denominated claims, demands, causes of action, rightsobligations, demands, debts, liens, liabilities or damages of whatever nature, whether known or unknown, suspected or unsuspected, which Employee ever had or may now have against the Company or any of the foregoing. This includes, without limitation, any claims, liens, demands, or liabilities arising out of or from any and all bases, however denominated, including but not limited to (a) any claim under the Age Discrimination in any way connected with Employee's employment with the Company and the termination of that employment pursuant to any federal, state or local laws regulating employment such as the Civil Rights Employment Act of 1964, the Civil Rights Act of 19911967 (“ ADEA ”), the Americans With with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Civil Rights Act known as 42 USC 1981of 1964, the Civil Rights Act of 1991, Section 1981 of the Civil Rights Act of 1866, the Equal Pay Act, the Xxxxx Xxxxxxxxx Fair Pay Act, the Immigration Reform and Control Act of 1986, the Employee Retirement Income Security Act of 1974 1974, ("ERISA"excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company, subject to the terms and conditions of such plan and applicable law), the Uniform Trade Secrets Act, the Xxxxxxxx-Xxxxx Act of 2002, the Fair Labor Standards Act the Family and Medical Leave Act, the National Labor Relations Act, the Xxxxx Xxxxxxxxx Fair Pay Act, the Worker Adjustment and Retraining Notification Act Act, the New Jersey Law Against Discrimination ("WARN"which may include claims for race, color, familial status, religious creed, ancestry, age, sex, pregnancy, national origin, or disability discrimination and harassment), New Jersey Wage Payment Laws, N.J.S.A. § 34:11-1 et seq., the New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, the New Jersey Worker Health and Safety Act, the New York State Human Rights Law, the New York Labor Law (including but not limited to the New York State Worker Adjustment and Retraining Notification Act, all provisions prohibiting discrimination and retaliation, and all provisions regulating wage and hour law), the Fair Labor Standards Act New York State Correction Law, the New York State Civil Rights Law, Section 125 of 1938the New York Workers’ Compensation Law, and the New York City Human Rights Law, all as well amended; (b) any and all claims arising from or relating to the Executive’s employment relationship with Company and his service relationship as an officer or director of the Company or any of its subsidiaries or affiliates, or as a result of the termination of such relationships; (c) all claims related to the Executive’s compensation or benefits from the Company or the Releasees, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company or the Releasees; (d) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing; (e) all tort claims, including claims for fraud, defamation, privacy rights, emotional distress, and discharge in violation of public policy; and (f) all federal, state (including but not limited to the States of Delaware, California, New Jersey, New York and Pennsylvania), and local lawsstatutory or constitutional claims, except including claims for compensation, discrimination, harassment, whistleblower protection, retaliation, attorneys’ fees, costs, disbursements, or other claims (referred to collectively as the “ Released Claims ”). This Release does not release claims that this release shall cannot affect be released as a matter of law, or the right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission (“ EEOC ”), or any rights of Employee for benefits payable under any Social Securityother local, Worker's Compensation state, or Unemployment federal administrative body or government agency that is authorized to enforce or administer laws or rights arising out of any breach of the Agreement by related to employment, against the Company. [FOR EMPLOYEES AGE 40 However, by executing this Release, the Executive hereby waives the right to recover in any proceeding the Executive may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on the Executive’s behalf. This Release is for any relief, no matter how denominated, including, but not limited to, injunctive relief, wages, back pay, front pay, compensatory damages, or punitive damages. This Release shall not apply to (i) the Executive’s rights to indemnification from the Company, if any, or rights, if any, to be covered under any applicable insurance policy with respect to any liability the Executive incurred or might incur as an employee, officer or director of the Company including, without limitation, the Executive’s rights under Section 7 of the Employment Agreement; or (ii) any right the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against the Executive as a result of any act or failure to act for which the Executive, on the one hand, and Company or any other Releasee, on the other hand, are jointly liable. The Executive waives and relinquishes all rights and benefits afforded by Section 1542 of the Civil Code of California, to the extent applicable, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR OLDER]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 Executive hereby acknowledges that the foregoing waiver is an essential and material term of this Release.

Appears in 1 contract

Samples: Employment Agreement (Atlas Holdings, Inc.)

General Release and Waiver. In exchange for I, [name], on behalf of myself and my heirs, executors, administrators and assigns, in consideration of the Company’s agreement to pay me the severance and other payments and benefits identified as more fully described in the Severance Employment Agreement in accordance with the terms and conditions of the Employment Agreement, do hereby (the "Agreement"except as expressly stated herein) between Xxxxxxxx Brands International, Inc. (the "Company") and Xxxxxx X. Xxxxxxx ("Employee"), which Employee acknowledges are in addition to anything of value to which he is already entitled, Employee hereby releases, settles release and forever discharges the Companydischarge and covenant not to xxx (a) GNC and each of its controlled Affiliates and their respective past, its parent, present and future subsidiaries, affiliatesdivisions, successors controlled Affiliates and assignsrelated business entities, together with their past and present directors, officers, employeesexecutives, members, agents, insurersfiduciaries, attorneystrustees, administrators, managers, supervisors, shareholders, investors, employees and any other party associated with representatives and each of their respective successors and assigns (both individually and in their official capacities) (collectively, the Company, to the fullest extent permitted by applicable law“Releasees”), from any and all claimsactions, causes of action, rightscovenants, contracts, claims, demands, debtssuits, liensand liabilities whatsoever, liabilities which I ever had, now have or damages may have arising prior to or on the effective date of whatever naturethis Release by reason of my employment with or severance of my employment from the Company and/or its controlled affiliates (“Claims”). By signing this Release, I am providing a complete waiver of all Claims that may have arisen, whether known or unknown, suspected or unsuspected, which Employee ever had or may now have against up until and including the Company or any effective date of the foregoingthis Release. This includes, without limitationbut is not limited to, any claims, liens, demands, or liabilities arising out of or claims based on the Age Discrimination in any way connected with Employee's employment with the Company and the termination of that employment pursuant to any federal, state or local laws regulating employment such as the Civil Rights Employment Act of 19641967, the Civil Rights Act of 1991as amended, the Americans With with Disabilities Act of 1990, as amended, the Family and Medical Leave Act of 1993, as amended, the Civil Rights Act known of 1964, as 42 USC 1981amended, the Civil Rights Act of 1991, as amended, Section 1981 of the Civil Rights Act of 1866, as amended, the Equal Pay Act, as amended, the Immigration Reform and Control Act of 1986, as amended, the Employee Retirement Income Security Act of 1974 1974, as amended ("ERISA"excluding claims for accrued, vested benefits under any employee benefit or pension plan of the released parties subject to the terms and conditions of such plan and applicable law), the Worker Adjustment and Retraining Notification Xxxxxxxx-Xxxxx Act ("WARN")of 2002, as amended, the Fair Labor Standards Act of 1938Pennsylvania Human Relations Act, as well amended, the Pennsylvania Equal Pay Law, as all amended, or any other federalFederal, state, or local law, any common law, public policy, contract (whether oral or written, express or implied) except as expressly excluded below, or tort law, and any other local, state or Federal law, regulation or ordinance having any bearing whatsoever on the terms and local lawsconditions of my employment and the cessation thereof, except provided, however, that this release Release shall not affect any rights apply to (i) the Company’s obligations to provide me the severance and other payments, equity, and benefits to which I am entitled under the Employment Agreement in accordance with its terms and conditions, (ii) the Company’s and/or its insurers’ obligation(s) to provide me indemnification, defense, hold harmless, advancement or reimbursement of Employee for benefits payable expenses to which I am or would be entitled under any Social Securityapplicable public law, Worker's Compensation or Unemployment laws or rights arising out of any breach the Company’s bylaws as in effect as of the Agreement time of the underlying claim, any contract of insurance, or the Employment Agreement, (iii) any vested, nonforfeitable benefits to which I may be entitled pursuant to any employee benefit plan maintained by the Company from time to time during my employment with the Company, (iv) claims for compensation for injuries that are subject to and compensable solely under the Workers Compensation Law, (v) any other right I have under, or any obligation of GNC or any of its Affiliates to me under, the Employment Agreement which by its terms survives termination, or (vi) any claim that cannot be waived as a matter of law (collectively, “Excluded Claims”). [FOR EMPLOYEES AGE 40 OR OLDER]This Release is not intended to interfere with my right to file a charge with the Equal Employment Opportunity Commission (“EEOC”) in connection with any claim I believe I may have against any Releasee. Notwithstanding the preceding sentence, by executing this Release, I hereby waive the right to recover in any proceeding I may bring before the EEOC or any state human rights commission on my behalf. I further agree, promise and covenant that, to the maximum extent permitted by law neither, I, nor any person, organization, or other entity acting on my behalf has filed or will file, charged or will charge, claimed or will claim, sued or will xxx, or caused or will cause or permitted or will permit to be filed, charged or claimed, any action for damages or other relief (including injunctive, declaratory, monetary or other relief) against the Releasees with respect to any Claims other than Excluded Claims.

Appears in 1 contract

Samples: Employment Agreement (GNC Holdings, Inc.)

General Release and Waiver. a In exchange for the payments Company’s promises set forth in this Agreement, Employee, including Employee’s heirs, administrators, executors, spouse, if any, successors, estate, representatives and benefits identified in the Severance Agreement (the "Agreement") between Xxxxxxxx Brands Internationalassigns and all others claiming by or through Employee, Inc. (the "Company") voluntarily and Xxxxxx X. Xxxxxxx ("Employee"), which Employee acknowledges are in addition to anything of value to which he is already entitled, Employee hereby releases, settles and forever discharges knowingly releases the Company, its parentparent companies, their subsidiaries, affiliatesdivisions, successors and assignspredecessors, together with their past and present successors, partners, members, directors, officers, trustees, employees, agentsstockholders, owners, attorneys, benefit plans, subrogees, insurers, attorneysrepresentatives and assigns, whether alleged to have acted in their official capacities or personally (collectively, the “Released Parties”) completely and any other party associated with the Company, to the fullest extent permitted by applicable lawforever, from any and all claims, causes of action, rightssuits, demandscontracts, debtspromises, liensor demands of any kind, liabilities or damages of whatever naturewhich Employee may now have, whether known or unknown, suspected intentional or unsuspectedotherwise, which Employee ever had or may now have against from the Company or any beginning of time to the foregoing. This includes, without limitation, any claims, liens, demands, or liabilities Effective Date of this Agreement arising out of or in any way connected connection with Employee's ’s employment with by and separation from the Company Company. b Employee understands that this Agreement releases, waives and forever discharges liability arising under contract, tort or other common law, including, without limitation, breach of contract, fraud, estoppel, misrepresentation, express or implied duties of good faith and fair dealing, wrongful discharge, discrimination, retaliation, harassment, negligence, gross negligence, false imprisonment, assault and battery, conspiracy, intentional or negligent infliction of emotional distress, slander, libel, defamation, violation of public policy and invasion of privacy whether arising, occurring, or existing at any time prior to the termination signing of this Agreement. c Employee understands and agrees that employment pursuant to this Agreement covers all claims described in this Paragraph 12, including, but not limited to, any federal, state or local laws regulating employment such as alleged violation of the Civil Rights Act of 1991; Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the as amended; Americans With with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Civil Rights Act known as 42 USC 1981, the Act; Employee Retirement Income Security Act of 1974 ("ERISA"), Act; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Age Discrimination in Employment Act ("WARN"), as amended by the Older Workers Benefit Protection Act; the Fair Labor Standards Act, to the extent permitted by law; the Occupational Safety and Health Act of 19381970; Kansas Act Against Discrimination, as well as all Kansas Equal Pay Law, Kansas Age Discrimination in Employment Act, Kansas Discrimination Against Military Personnel Act, Kansas Discrimination Against Victims of Domestic Violence or Sexual Assault Act, Kansas’ whistleblower protection laws (including Kan. Stat. Xxx. §§ 39-1403, 39-1432, 44-615 & 44-636), Kansas Minimum Wage and Maximum Hours Law, and Kansas WARN Act; and any other federal, state or local civil, labor, pension, wage-hour or human rights law, federal or state public policy, contract or tort law; any claim arising under federal or state common law, including, but not limited to, constructive or wrongful discharge or intentional or negligent infliction of emotional distress; and local lawsany claim for costs or attorney’s fees. d Employee represents, warrants and agrees that Employee has received from the Company all wages and benefits, if any, potentially due to him/her pursuant to federal and state law and under Company policy, including any overtime pay if applicable, except that this release shall not affect Employee is entitled to received any rights of Employee for accrued but unpaid vacation benefits payable under any Social Security, Worker's Compensation or Unemployment laws or rights arising out of any breach within 30 days of the Agreement by Effective Date. It is the parties’ intent to release all liability that can legally be released but no more than that. Employee states that Employee is aware of no facts (including any injuries or illnesses) that might lead to his/her filing of a workers’ compensation claim against the Company. [FOR EMPLOYEES AGE 40 OR OLDER]This Agreement expressly releases claims under the False Claims Act to the fullest extent permitted by law. To the extent that a court of competent jurisdiction were to conclude that pre-filing releases of claims under the False Claims Act are not enforceable absent government knowledge of the alleged claims, the parties agree that Employee shall be permitted to participate ln any legal proceedings under the False Claims Act. But, Employee specifically waives, to the fullest extent permitted by law, any rights he may have to receive any monetary award from such proceedings.

Appears in 1 contract

Samples: Severance Agreement and Release (Yellow Corp)

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