General Release and Waiver. For and in consideration of the payments and other benefits due to Xxxxxxxx X. Xxxxx (the “Executive”) pursuant to the Employment Agreement, dated as of February 7, 2008, by and between Xxxxxxx Transmission, Inc. (the “Company”) and the Executive (the “Employment Agreement”), and for other good and valuable consideration, the Executive hereby agrees, for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representatives, successors and assigns, 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 officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys and fiduciaries, past, present and future (the “Released Parties”) from any and all claims of any kind arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws 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 Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans 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 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 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 Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort law.
Appears in 1 contract
Samples: Employment Agreement (Allison Transmission Holdings Inc)
General Release and Waiver. For and in consideration of the payments and other benefits due to Xxxxxxxx X. Xxxxx This document (the “ExecutiveRelease”) pursuant to the Employment Agreementis attached to, is incorporated into, and forms a part of, a Separation Agreement and General Release (“Release”), dated as of February 7January 4, 2008, 2018 (the “Agreement”) by and between Xxxxxxx TransmissionXxxxxxxx & Struggles International, Inc. (the “Company”) and the Executive Xxxxxxx X. Xxxxx (the “Employment AgreementExecutive”). Except for (i) a Claim (as defined below) based upon a breach of the Agreement, (ii) a Claim which is expressly preserved by the Agreement, (iii) a Claim duly filed pursuant to the group welfare and for other good and valuable consideration, the Executive hereby agrees, for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx (the “Release”) retirement plans of the Company, or (iv) a Claim filed pursuant to any policy of its divisionsliability insurance or the Company’s By-Laws, affiliatesthe Executive, subsidiarieson behalf of himself and the other Executive Releasors (as defined below), parents, branches, predecessors, successors, assigns, and, with respect to such entities, their officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys releases and fiduciaries, past, present forever discharges the Company and future the other Company Releasees (the “Released Parties”as defined below) from any and all claims of any kind arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, Claims which the Executive now has or may claims, or might hereafter have against the Released Partiesor claim, whether known or unknown unknown, suspected or unsuspected (or the other Executive Releasors may have, to the Executiveextent that it is derived from a Claim which the Executive may have), by reason against the Company Releasees based upon or arising out of facts which have occurred on any matter or prior thing whatsoever, from the beginning of time to the date that affixed beneath the Executive has signed Executive’s signature on this Release. Such released claims General Release and Waiver and shall include, without limitation, any and all claims relating Claims (other than those specifically excepted above) arising out of or related to the foregoing Letter Agreement dated November 30, 2010, Claims arising out of or related to the Executive’s employment with or separation of employment from the Company, and Claims arising under federal, state (or local laws pertaining alleged to employment, including, without limitation, have arisen under) (a) the Age Discrimination in Employment ActAct of 1967, as amended; (b) Title VII of the Civil Rights Act of 1964, as amended; (c) The Civil Rights Act of 1991; (d) Section 1981 through 1988 of Title 42 of the United States Code, 42 U.S.C. Section 2000e et. seq.as amended; (e) the Employee Retirement Income Security Act of 1974, the Fair Labor Standards as amended; (f) The Immigration Reform Control Act, as amended, 29 U.S.C. Section 201 et. seq., the ; (g) The Americans with Disabilities Act of 1990, as amended; (h) The National Labor Relations Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights ; (i) The Occupational Safety and Health Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the ; (j) The Family and Medical Leave Act of 19921993, 29 U.S.C. Section 2601 et. seq., and as amended; (k) any and all state or local laws regarding employment anti-discrimination and/or federallaw; (l) any allegation of defamation, state intentional or local laws negligent infliction of emotional distress, workplace harassment or discrimination, retaliation, whistleblowing, invasion of privacy, violation of public policy, negligence or any other tort; (m) any allegation of a breach of any type or description regarding contract of employment, express or implied, or of a violation of any Company policy or procedure (including but not limited to any claims arising from or derivative the MSPP), of the Executive’s provisions of the Constitution of the United States or the constitution of any state, or of any other law, rule, regulation or ordinance pertaining to employment with and/or the Affiliated Entitiestermination of employment; and/or (n) any other statutory or common law cause of action; or (o) any allegation for costs, as well as any and all such claims under state contract fees, or tort lawother expenses including attorneys’ fees incurred in these matters.
Appears in 1 contract
Samples: Separation Agreement (Heidrick & Struggles International Inc)
General Release and Waiver. For and in consideration of In exchange for the payments severance and other benefits due to Xxxxxxxx X. Xxxxx (the “Executive”) pursuant to the Employment Agreement, dated as of February 7, 2008, by and between Xxxxxxx Transmission, Inc. (the “Company”) and the Executive (the “Employment Agreement”)described in paragraph 3 above, and for other good and valuable consideration, the Executive hereby agreesyou, for the Executiveon behalf of yourself and your family, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representatives, successors and assigns, to hereby irrevocably and unconditionally release and forever releasedischarge the Company and its past, discharge present and covenant not to xxx (the “Release”) the Company, or any of its divisions, future affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their officerssubsidiaries and divisions and the Company’s and each of the foregoing person’s or entity’s respective shareholders, directors, trusteesofficers, employees, agents, shareholdersattorneys, administrators, general or limited partners, representatives, attorneys employee benefit plans (and fiduciaries, past, present the administrators and future fiduciaries thereof) and representatives (the “Released Parties”) from any and all claims of any kind arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, collectively with the Company, the “Affiliated EntitiesReleasees”), and agree to hold the Executive’s separation Releasees harmless from employment with the Affiliated Entitiesand against, which the Executive now has and hereby waive, any and all claims, causes of action, charges or may have against the Released Partiesdemands, in law or in equity, whether known or unknown to unknown, which may have existed or which may now exist, or arise, from the Executive, by reason beginning of facts which have occurred on or prior time to the date that the Executive has signed on which you sign this Releaseletter agreement. Such released claims includeThis release includes, without limitation, all claims, causes of action, charges or demands arising from or relating to your employment with, or separation from employment with, the Company or otherwise, other than claims that the law does not permit you to waive by signing this letter agreement. Without limiting the generality of the foregoing, this release includes a release of any rights or claims you may have under any and all claims relating to the foregoing under federal, state or local laws pertaining to employmentstatutes, including, without limitation, the Age Discrimination in Employment Act, following:
A. Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq.and the Civil Rights Act of 1991, as amended; Xxxxxxx X. Xxxxxxx November 15, 2020
B. the Fair Labor Standards ActAmericans with Disabilities Act of 1990, as amended, 29 U.S.C. Section 201 et. seq., the Americans 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., and the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., ;
C. the Family and Medical Leave Act of 19921993, 29 U.S.C. as amended;
D. Section 2601 et. seq.1981 of the Civil Rights Act of 1866, as amended;
E. Section 1985(3) of the Civil Rights Act of 1871, as amended;
F. the Age Discrimination in Employment Act of 1967, as amended, and the Older Workers Benefit Protection Act of 1990, as amended (the “ADEA”);
G. the Occupational Safety and Health Act, as amended;
H. the Equal Pay Act, as amended;
I. the Employee Retirement Income Security Act of 1974, as amended;
J. the New Jersey Conscientious Employee Protection Act, as amended;
K. any and all state or local laws regarding employment discrimination and/or other federal, state or local laws of any type laws, regulations or description regarding employmentcommon law against discrimination, including but not limited to any claims arising from or derivative the New Jersey Law Against Discrimination and all other laws and regulations of the Executive’s employment with State of New Jersey and the Affiliated Entities, as well as New Jersey Department of Labor and Workforce Development; and
L. any and all such other federal, state, or local laws, regulations or common law relating to employment, wages, hours, health and safety, or any other terms and conditions of employment. This release also includes a release by you of any claims for wrongful discharge, breach of contract, torts or any other claim in any way related to your employment with or separation from the Company, including, without limitation, any claim under state contract any policy, agreement, contract, understanding or tort promise, written or oral, formal or informal, between the Company and yourself, and including any claims for any damages, including, without limitation, wages, monetary or equitable relief, damages of any nature, including costs and attorneys’ fees. You acknowledge and agree that it is the intention of the parties that the language relating to the description of claims in this paragraph 7 shall be given the broadest possible interpretation permitted by law. Notwithstanding the above, nothing in this release shall be construed to waive (i) your rights to the payments and benefits expressly provided for in this letter agreement; (ii) any claims you may have to the payment of vested benefits under the terms of the Company’s retirement and benefit plans and your individual Equity Award Agreements; or (iii) any rights to reimbursement or indemnification you may have in your capacity as an officer or employee of the Company under the governing documents of the Company, any insurance policy or applicable law for any of your acts (or failures to act) made in good faith while you were employed by the Company.
Appears in 1 contract
Samples: Separation Agreement and General Release (B&G Foods, Inc.)
General Release and Waiver. For and (a) Except as expressly set forth in consideration this Section 5.7, upon the Closing hereof, each of the payments Sellers (on behalf of themselves and other benefits due to Xxxxxxxx X. Xxxxx (the “Executive”) pursuant to the Employment Agreementtheir controlled affiliates, dated as of February 7successors, 2008, by and between Xxxxxxx Transmission, Inc. (the “Company”assigns) and the Executive Consolidated Estate (the “Employment Agreement”), and for other good and valuable considerationcollectively, the Executive "Releasing Parties") hereby agreesreleases, for the Executiveremises and acquits Parent, the Executive’s spouse and child or children (if any)Purchaser, the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representativesCompany and all of their respective affiliates, successors and assigns, 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 respective officers, directors, trusteesshareholders, employeesmembers, agents, shareholdersexecutives, administratorsconsultants, general or limited partnersindependent contractors, representativesattorneys, attorneys and fiduciariesadvisers (in their capacities as such) (collectively, past, present and future (the “"Released Parties”") from any and all claims, known or unknown, which such Releasing Parties have or may have against any of the Released Parties and any and all liabilities which any of the Released Parties may have to such Releasing Parties, in each case arising on or prior to the Closing Date, whether denominated claims, counter-claims, setoffs, recoupment, demands, causes of action, obligations, damages or liabilities arising from any and all bases (all such claims and liabilities, including, but not limited to, any and all "claims" (as defined in 11 U.S.C 101(5)) and any claims that were or could have been brought under Chapter 5 of the Bankruptcy Code, collectively, the "Claims") that each of the Releasing Parties has or may have; provided, however, that the release by the Releasing Parties hereunder of Parent or any kind arising out ofof its Subsidiaries (other than the Company and its Subsidiary) shall be limited to Claims of a Releasing Party against Parent or any of its Subsidiaries (other than the Company and its Subsidiaries) to the extent that such Claims relate to the Company or any of its Subsidiaries. Each of the Releasing Parties further agrees that such Releasing Party will not assert, prosecute or file or permit to be asserted, prosecuted or filed on such Releasing Party's behalf any such released Claim. This release is for any relief, no matter how denominated, including, but not limited to, injunctive relief, compensatory damages, or related topunitive damages. This release shall not apply to any Claims that any of the Releasing Parties may have against any Released Party arising from, his employment relating to or in connection with, (i) Parent's or the Purchaser's obligations pursuant to this Agreement and (ii) any of the matters listed on Schedule 3.9 to the extent amounts are due to the Releasing Parties with respect thereto.
(b) Each of the Companyparties hereto acknowledges that their respective agreements hereunder are being provided in consideration of the release contained in this Section 5.7 and that they may not otherwise be entitled to certain of the benefits described herein. Each of the parties hereto agrees not to make any Claim or take any position inconsistent with such releases.
(c) Except as expressly set forth in this Section 5.7(c), each of the Company and its affiliates Subsidiaries (on behalf of themselves and subsidiaries their controlled affiliates, successors, and assigns) (collectively, with the Company"Company Releasing Parties") hereby releases, remises and acquits each of the Sellers and the Consolidated Estate (collectively, the “Affiliated Entities”)"Debtor Released Parties") from any and all Claims which each of such Company Releasing Parties has or may have against any of the Debtor Released Parties arising on or prior to the Closing Date; provided, however, that nothing set forth herein shall or shall be deemed to release, remise and acquit the Executive’s separation from employment with Debtor Released Parties from, and the Affiliated EntitiesDebtor Released Parties shall be responsible for, which any Claims that the Executive now Company or any of its Subsidiaries has or may have against the Debtor Released Parties, whether known Parties (A) arising from Claims asserted or unknown threatened to be asserted by any Person against the Company or any of its Subsidiaries to the Executiveextent that such Claims are based upon (i) actions or inactions of or by the Sellers, by reason the Consolidated Estate, any of facts which have occurred on their affiliates or prior to any Person acting in concert with them (other than the date Company and its Subsidiaries) or (ii) the fact that the Executive has signed this Release. Such released claims includeCompany and its Subsidiaries were at any time affiliates of the Sellers or any of them; or (iii) loans, without limitationadvances or the provision of goods and services to or any other liabilities of the Debtor Released Parties or their affiliates (other than the Company and its Subsidiaries); (B) arising from, any and all claims relating to or in connection with the foregoing under federal, state or local laws pertaining to employment, including, without limitation, the Age Discrimination in Employment Act, Title VII obligations of the Civil Rights Act Debtor Released Parties (or any of 1964, as amended, 42 U.S.C. Section 2000e et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans 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 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family them) pursuant to this Agreement; and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and (C) asserted or assertable against 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 Executive’s employment with Debtor Released Parties under theories of contribution, subrogation or indemnification. Each of the Affiliated EntitiesCompany Releasing Parties further agrees that such Company Releasing Party will not assert, as well as prosecute or file or permit to be asserted, prosecuted or filed on such Company Releasing Party's behalf any and all such claims under state contract or tort law.released
Appears in 1 contract
General Release and Waiver. For This document is attached to, is incorporated into, and in consideration forms a part of, a letter agreement dated September 13, 2013 (the “Letter Agreement”) by and between Medgenics, Inc., a Delaware corporation (“Medgenics”), and Medgenics Medical Israel Ltd., a company organized under the laws of the payments State of Israel (“MMI”) (hereinafter MMI and other benefits due Medgenics shall sometimes be collectively referred to as the “Company”), and Axxxxx X. Xxxxxxxx X. Xxxxx (the “Executive”). Except for (i) pursuant to a Claim based upon a breach of the Employment Letter Agreement, dated as of February 7, 2008, (ii) a Claim which is expressly preserved by and between Xxxxxxx Transmission, Inc. (the “Company”) and the Executive (the “Employment Letter Agreement”), and for other good and valuable consideration(iii) a Claim with respect to Executive’s standing as a stockholder of the Company, the Executive hereby agrees, for the Executive, on behalf of himself and the Executive’s spouse other Executive Releasors, releases and child or children (if any), forever discharges the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representatives, successors Company and assigns, 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 officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys and fiduciaries, past, present and future (the “Released Parties”) other Company Releasees from any and all claims of any kind arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, Claims which the Executive now has or may claims, or might hereafter have against the Released Partiesor claim, whether known or unknown unknown, suspected or unsuspected (or the other Executive Releasors may have, to the extent that it is derived from a Claim which the Executive may have), against the Company Releasees based upon or arising out of any matter or thing whatsoever, from the beginning of time to the 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 related to the Executive, by reason of facts which have occurred on ’s engagement or prior employment with the Company or any subsidiary or affiliate or related to the date that Employment Agreement (as defined in the Executive has signed this Release. Such released claims includeLetter Agreement) or arising under applicable law, without limitation, including Claims arising under (or alleged to have arisen under) (a) any and all claims relating to the foregoing under federal, state or local laws 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 Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans 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 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and antidiscrimination law; (b) any and all state or local laws regarding employment discrimination and/or federal, state or local laws of wage and hour law; (c) any type other federal, state or description regarding employmentlocal law, regulation or ordinance; (d) any public policy, contract, tort, or common law; or (e) any allegation for costs, fees, or other expenses including but not limited attorneys’ fees incurred in these matters referred to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort lawin (a) through (d) above.
Appears in 1 contract
General Release and Waiver. For This document is attached to, is incorporated into, and in consideration of the payments forms a part of, a Separation and other benefits due to Xxxxxxxx X. Xxxxx Settlement Agreement and Mutual Release dated October 23, 2007 (the “ExecutiveAgreement”) pursuant to the Employment Agreement, dated as of February 7, 2008, by and between Xxxxxxx TransmissionMB Financial, Inc. (the “Company”) and the Executive Rxxxxxx X. Xxxxxx (the “Employment AgreementExecutive”). Except for (i) a Claim based upon a breach of the Agreement, (ii) a Claim which is expressly preserved by the Agreement, (iii) a Claim duly filed pursuant to the group welfare and retirement plans of the Company, and for other good and valuable consideration(iv) a Claim with respect to Executive’s standing as a shareholder of the Company, the Executive hereby agrees, for the Executive, on behalf of himself and the Executive’s spouse other Executive Releasors, releases and child or children (if any), forever discharges the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representatives, successors Company and assigns, 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 officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys and fiduciaries, past, present and future (the “Released Parties”) other Company Releasees from any and all claims of any kind arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, Claims which the Executive now has or may claims, or might hereafter have against the Released Partiesor claim, whether known or unknown unknown, suspected or unsuspected (or the other Executive Releasors may have, to the extent that it is derived from a Claim which the Executive may have), against the Company Releasees based upon or arising out of any matter or thing whatsoever, from the beginning of time to the 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 related to the Executive’s employment with the Company, by reason of facts which or its predecessors, or the Employment Agreement dated August 25, 2006, including Claims arising under (or alleged to have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation, arisen under) (a) the Age Discrimination in Employment ActAct of 1967, as amended; (b) Title VII of the Civil Rights Act of 1964, as amended; (c) The Civil Rights Act of 1991; (d) Section 1981 through 1988 of Title 42 of the United States Code, 42 U.S.C. Section 2000e et. seq.as amended; (e) the Executive Retirement Income Security Act of 1974, the as amended; (f) The Immigration Reform Control Act, as amended; (g) The Americans with Disabilities Act of 1990, as amended; (h) The National Labor Relations Act, as amended; (i) The Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities ; (j) The Occupational Safety and Health 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 1973, as amended, 29 U.S.C. Section 701 et. seq., the ; (k) The Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., 1993; (l) any state antidiscrimination law; (m) any state wage and hour law; (n) any and all state or local laws regarding employment discrimination and/or federalother local, state or local laws of federal law, regulation or ordinance; (o) any type public policy, contract, tort, or description regarding employmentcommon law; or (p) any allegation for costs, fees, or other expenses including but not limited attorneys’ fees incurred in these matters referred to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort lawin (a) through (o) above.
Appears in 1 contract
Samples: Separation and Settlement Agreement (Mb Financial Inc /Md)
General Release and Waiver. For and in consideration of the payments and other benefits due to Xxxxxxxx X. Xxxxx This document (the “ExecutiveRelease”) pursuant to the Employment Agreementis attached to, is incorporated into, and forms a part of, a Separation Agreement and General Release, dated as of February 7May 31, 2008, 2008 (the “Agreement”) by and between Xxxxxxx Transmission, Schawk USA Inc. (the “Company”) and the Executive Xxx Xxxxxxxxx (the “Employment AgreementEmployee”). Except for (i) a Claim (as defined below) based upon a breach of the Agreement, (ii) a Claim which is expressly preserved by the Agreement, (iii) a Claim duly filed pursuant to the group welfare and for other good and valuable consideration, the Executive hereby agrees, for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx (the “Release”) retirement plans of the Company, or (iv) a claim filed pursuant to any policy of its divisionsliability insurance or the Company’s By-Laws, affiliatesthe Employee, subsidiarieson behalf of himself and the other Employee Releasors (as defined below), parents, branches, predecessors, successors, assigns, and, with respect to such entities, their officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys releases and fiduciaries, past, present forever discharges the Company and future the other Company Releasees (the “Released Parties”as defined below) from any and all claims Claims which the Employee now has or claims, or might hereafter have or claim, whether known or unknown, suspected or unsuspected (or the other Employee Releasors may have, to the extent that it is derived from a Claim which the Employee may have), against the Company Releasees based upon or arising out of any kind matter or thing whatsoever, from the beginning of time to the date affixed beneath the Employee’s signature on this General Release and Waiver and shall include, without limitation, Claims (other than those specifically excepted above) arising out of, of or related to, to his employment with the Company, its affiliates and subsidiaries Claims arising under (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may alleged to have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation, arisen under) (a) the Age Discrimination in Employment ActAct of 1967, as amended; (b) Title VII of the Civil Rights Act of 1964, as amended; (c) The Civil Rights Act of 1991; (d) Section 1981 through 1988 of Title 42 of the United States Code, 42 U.S.C. Section 2000e et. seq.as amended; (e) the Employee Retirement Income Security Act of 1974, the Fair Labor Standards as amended; (f) The Immigration Reform Control Act, as amended, 29 U.S.C. Section 201 et. seq., the ; (g) The Americans with Disabilities Act of 1990, as amended; (h) The National Labor Relations Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights ; (i) The Occupational Safety and Health Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and ; (j) any and all state or local laws regarding employment anti-discrimination and/or federallaw; (k) any other local, state or local laws federal law, regulation or ordinance; (l) any public policy, contract, tort, or common law; or (m) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters. The Employee further releases any rights to recover damages or other personal relief based on any claim or cause of action filed on the Employee’s behalf in court or any type or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort lawagency.
Appears in 1 contract
Samples: Separation Agreement (Schawk Inc)
General Release and Waiver. For and in consideration of the payments and other benefits due to Xxxxxxxx X. Xxxxx This document (the “ExecutiveRelease”) pursuant to the Employment Agreementis attached to, is incorporated into, and forms a part of, a Transition and Separation Agreement and General Release, dated as of February 7April , 2008, 2008 (the “Agreement”) by and between Xxxxxxx TransmissionXxxxxxxx & Struggles International, Inc. (the “Company”) and the Executive Xxxxxx Xxxxxxxx (the “Employment AgreementExecutive”). Except for (i) a Claim (as defined below) based upon a breach of the Agreement, (ii) a Claim which is expressly preserved by the Agreement, (iii) a Claim duly filed pursuant to the group welfare and for other good and valuable consideration, the Executive hereby agrees, for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx (the “Release”) retirement plans of the Company, or (iv) a Claim filed pursuant to any policy of its divisionsliability insurance or the Company’s By-Laws, affiliatesthe Executive, subsidiarieson behalf of herself and the other Executive Releasors (as defined below), parents, branches, predecessors, successors, assigns, and, with respect to such entities, their officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys releases and fiduciaries, past, present forever discharges the Company and future the other Company Releasees (the “Released Parties”as defined below) from any and all claims of any kind arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, Claims which the Executive now has or may claims, or might hereafter have against the Released Partiesor claim, whether known or unknown unknown, suspected or unsuspected (or the other Executive Releasors may have, to the Executiveextent that it is derived from a Claim which the Executive may have), by reason against the Company Releasees based upon or arising out of facts which have occurred on any matter or prior thing whatsoever, from the beginning of time to the date that affixed beneath the Executive has signed Executive’s signature on this Release. Such released claims General Release and Waiver and shall include, without limitation, any and all claims relating Claims (other than those specifically excepted above) arising out of or related to the foregoing Letter Agreement dated June 1, 2004, as amended April 8, 2005, March 27, 2006 and April 13, 2007, and Claims arising under federal, state (or local laws pertaining alleged to employment, including, without limitation, have arisen under) (a) the Age Discrimination in Employment ActAct of 1967, as amended; (b) Title VII of the Civil Rights Act of 1964, as amended; (c) The Civil Rights Act of 1991; (d) Section 1981 through 1988 of Title 42 of the United States Code, 42 U.S.C. Section 2000e et. seq.as amended; (e) the Employee Retirement Income Security Act of 1974, the as amended; (f) The Immigration Reform Control Act, as amended; (g) The Americans with Disabilities Act of 1990, as amended; (h) The National Labor Relations Act, as amended; (i) The Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities ; (j) The Occupational Safety and Health 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 1973, as amended, 29 U.S.C. Section 701 et. seq., the ; (k) The Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and 1993; (l) any and all state or local laws regarding employment anti-discrimination and/or federallaw; (m) any state wage and hour law; (n) any other local, state or local laws federal law, regulation or ordinance; (o) any public policy, contract, tort, or common law; or (p) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters. The Executive further represents that, except as set forth in the following sentence, the Executive has not, and never will, institute against the Company or any of the Company Releasees any action or other proceeding in any court, administrative agency, or other tribunal of the United States, any State thereof or any foreign jurisdiction, with respect to any Claim or cause of action of any type type, other than as provided under (i), (ii), (iii) or description regarding employment(iv) above, arising or which may have existed at any time prior to the effective date of the Agreement. Excluded from this covenant not to xxx are any claims that by law cannot be waived, including but not limited to any claims arising from or derivative of the right to participate in an investigation conducted by certain government agencies. The Executive is, however, waiving the Executive’s employment with right to any monetary recovery should any such agency (such as the Affiliated EntitiesEqual Employment Opportunity Commission) pursue any claims on the Executive’s behalf. If the Executive institutes a claim that is not permitted by the foregoing, as well as the Executive agrees to pay the reasonable costs incurred by the Company or any of the Company Releasees in defending such action, including reasonable attorneys’ fees, experts’ fees and all such claims under state contract or tort lawcosts.
Appears in 1 contract
Samples: Transition and Separation Agreement (Heidrick & Struggles International Inc)
General Release and Waiver. For and in consideration of In exchange for the payments severance and other benefits due to Xxxxxxxx X. Xxxxx (the “Executive”) pursuant to the Employment Agreement, dated as of February 7, 2008, by and between Xxxxxxx Transmission, Inc. (the “Company”) and the Executive (the “Employment Agreement”)described in paragraph 3 above, and for other good and valuable consideration, the Executive hereby agreesyou, for the Executiveon behalf of yourself and your family, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representatives, successors and assigns, to hereby irrevocably and unconditionally release and forever releasedischarge the Company and its past, discharge present and covenant not to xxx (the “Release”) the Company, or any of its divisions, future affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their officerssubsidiaries and divisions and the Company’s and each of the foregoing person’s or entity’s respective shareholders, directors, trusteesofficers, employees, agents, shareholdersattorneys, administrators, general or limited partners, representatives, attorneys employee benefit plans (and fiduciaries, past, present the administrators and future fiduciaries thereof) and representatives (the “Released Parties”) from any and all claims of any kind arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, collectively with the Company, the “Affiliated EntitiesReleasees”), and agree to hold the Executive’s separation Releasees harmless from employment with the Affiliated Entitiesand against, which the Executive now has and hereby waive, any and all claims, causes of action, charges or may have against the Released Partiesdemands, in law or in equity, whether known or unknown to unknown, which may have existed or which may now exist, or arise, from the Executive, by reason beginning of facts which have occurred on or prior time to the date that the Executive has signed on which you sign this Releaseletter agreement. Such released claims includeThis release includes, without limitation, all claims, causes of action, charges or demands arising from or relating to your employment with, or retirement from employment with, the Company or otherwise, other than claims that the law does not permit you to waive by signing this letter agreement.
Exxxx X. Xxxxx June 16, 2022 Without limiting the generality of the foregoing, this release includes a release of any rights or claims you may have under any and all claims relating to the foregoing under federal, state or local laws pertaining to employmentstatutes, including, without limitation, the Age Discrimination in Employment Act, following:
A. Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq.and the Civil Rights Act of 1991, as amended;
B. the Fair Labor Standards ActAmericans with Disabilities Act of 1990, as amended, 29 U.S.C. Section 201 et. seq., the Americans 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., and the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., ;
C. the Family and Medical Leave Act of 19921993, 29 U.S.C. as amended;
D. Section 2601 et. seq.1981 of the Civil Rights Act of 1866, as amended;
E. Section 1985(3) of the Civil Rights Act of 1871, as amended;
F. the Age Discrimination in Employment Act of 1967, as amended, and the Older Workers Benefit Protection Act of 1990, as amended (the “ADEA”);
G. the Occupational Safety and Health Act, as amended;
H. the Equal Pay Act, as amended;
I. the Employee Retirement Income Security Act of 1974, as amended;
J. the New Jersey Conscientious Employee Protection Act, as amended;
K. any and all state or local laws regarding employment discrimination and/or other federal, state or local laws of any type laws, regulations or description regarding employmentcommon law against discrimination, including but not limited to any claims arising from or derivative the New Jersey Law Against Discrimination and all other laws and regulations of the Executive’s employment with State of New Jersey and the Affiliated Entities, as well as New Jersey Department of Labor and Workforce Development; and
L. any and all such other federal, state, or local laws, regulations or common law relating to employment, wages, hours, health and safety, or any other terms and conditions of employment. This release also includes a release by you of any claims for wrongful discharge, breach of contract, torts or any other claim in any way related to your employment with or retirement from the Company, including, without limitation, any claim under state contract any policy, agreement, contract, understanding or tort promise, written or oral, formal or informal, between the Company and yourself, and including any claims for any damages, including, without limitation, wages, monetary or equitable relief, damages of any nature, including costs and attorneys’ fees. You acknowledge and agree that it is the intention of the parties that the language relating to the description of claims in this paragraph 7 shall be given the broadest possible interpretation permitted by law.. Notwithstanding the above, nothing in this release shall be construed to waive (i) your rights to the payments and benefits expressly provided for in this letter agreement; (ii) any claims you may have to the payment of vested benefits under the terms of the Company’s retirement and benefit plans and your individual Equity Award Agreements; or (iii) any rights to reimbursement or indemnification you may have in your capacity as an officer or employee of the Company under the governing documents of the Company, any insurance policy or applicable law for any of your acts (or failures to act) made in good faith while you were employed by the Company. Exxxx X. Xxxxx June 16, 2022
Appears in 1 contract
Samples: Retirement Agreement and General Release (B&G Foods, Inc.)
General Release and Waiver. For and in consideration of the payments and other benefits due to Xxxxxxxx X. Xxxxx (the “Executive”) pursuant to the Employment Agreement, dated as of February 7December __, 20082016, by and between Xxxxxxx Transmission, Inc. (the “Company”) and the Executive (the “Employment Agreement”), and for other good and valuable consideration, the Executive hereby agrees, for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representatives, successors and assigns, 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 officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys and fiduciaries, past, present and future (the “Released Parties”) from any and all claims of any kind arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws 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 Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans 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 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 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 Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort law.
Appears in 1 contract
Samples: Employment Agreement (Allison Transmission Holdings Inc)
General Release and Waiver. For (a) XXXXXXXXX hereby releases, remises, acquits and in consideration of discharges the payments Corporation and other benefits due to Xxxxxxxx X. Xxxxx (the “Executive”) pursuant to the Employment Agreementits respective subsidiaries, dated as of February 7partners, 2008directors, by and between Xxxxxxx Transmissionagents, Inc. (the “Company”) and the Executive (the “Employment Agreement”)executives, and for other good and valuable consideration, the Executive hereby agreesconsultants, for the Executiveindependent contractors, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administratorsinvestors, attorneys, insurers, personal representativesadvisers, successors and assigns, to forever releasejointly and severally, 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 officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys and fiduciaries, past, present and future (the “Released Parties”) from any and all claims of any kind arising out ofclaims, known or unknown, which XXXXXXXXX, his heirs, successors, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, which the Executive now has assigns have or may have against the Released Partiesany of such parties whether denominated claims, whether known demands, causes of action, obligations, damages or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, liabilities arising from any and all bases, however denominated, including but not limited, claims relating to of discrimination under the foregoing under federalCivil Rights Act of 1866, state or local laws pertaining to employment, including, without limitationas amended, the Age Discrimination in Employment ActCivil Rights Act of 1991, as amended, Title VII of the United States Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. seq.1981, the Fair Labor Standards Equal Pay Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights ActEmployee Retirement Income Security Act of 1974, as amended, 42 U.S.C. Section 1981 et. seq.the Law Against Discrimination of the State of New Jersey, the Rehabilitation State of Illinois, the State of Nevada, the Conscientious Employee Protection Act of 1973the State of New Jersey, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq., and or any and all state or local laws regarding employment discrimination and/or other federal, state or local law concerning wages, employment or discharge, and any other law, rule, or regulation or disability claim under any such laws, or any laws concerning securities or stock ownership. This release relates to claims arising from and during his relationship with the Corporation or as a result of the termination of such relationship. This release is for any type or description regarding employmentrelief, no matter how denominated, including but not limited to wages, back pay, front pay, contract damages, tort claims, compensatory damages or punitive damages, in any such case whether or not such claims arising have been previously asserted by XXXXXXXXX. XXXXXXXXX further agrees that he will not file or permit to be filed on his behalf any such released claim. This release shall not apply to the obligations set forth in this Agreement.
(b) Except as otherwise specifically provided for herein, the Corporation hereby releases, remises, acquits and discharges XXXXXXXXX from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such known claims which the Corporation, its successors, or assigns may have against XXXXXXXXX.
(c) XXXXXXXXX hereby acknowledges that he has been informed pursuant to the Federal Older Workers Benefit Protection Act of 1990 that:
x. XXXXXXXXX has the right to consult with an attorney before signing this Agreement;
ii. XXXXXXXXX does not waive rights or claims under state contract or tort lawthe federal Age Discrimination in Employment Act that may arise after the date this waiver is executed;
iii. XXXXXXXXX hereby acknowledges that he has been provided with the opportunity to take twenty-one (21) business days to consider whether to execute this Agreement, and XXXXXXXXX has chosen to waive such period should he execute this Agreement prior to the expiration of that twenty- one (21) day waiting period.
iv. XXXXXXXXX understands that during the seven (7) days following his execution of this Agreement, XXXXXXXXX may revoke his agreement hereto at any time by notifying the Corporation in writing. XXXXXXXXX acknowledges and agrees that in the event that XXXXXXXXX revokes his agreement hereto this entire Agreement will be thereby revoked.
(d) XXXXXXXXX expressly acknowledges that the Payment is a benefit to which he would not be entitled without executing this Agreement, and constitutes consideration for the release, waiver and amendments referred to herein.
Appears in 1 contract
General Release and Waiver. For Team Member agrees to resolve all claims and disputes which now exist or may ever have existed between Team Member and the Company in any way related to the undersigned Team Member’s employment, or separation from employment, with any of the Released Parties (as defined below), and in consideration of the payments and other benefits due to Xxxxxxxx X. Xxxxx (the “Executive”) pursuant subject to the Employment Agreementperformance by the Company of its obligations under this Agreement and Release, dated as of February 7Team Member waives and releases any and all claims, 2008known or unknown, by arising on or before the date Team Member signs this Agreement and between Xxxxxxx TransmissionRelease, Inc. (the “Company”) and the Executive (the “Employment Agreement”), and for other good and valuable consideration, the Executive hereby agrees, for the Executive, the Executive’s spouse and child that Team Member has or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx (the “Release”) might have against the Company, or any of its divisions, affiliatesparents, subsidiaries, parents, branchesaffiliated companies, predecessors, successors, and assigns, and, with respect to such entities, as well as all of its and their past and present officers, directors, trusteesmanagers, employees, agentsattorneys, shareholders, administrators, general or limited partners, representatives, attorneys and fiduciaries, past, present and future agents (the collectively “Released Parties”) in any way related to the undersigned Team Member’s employment, or separation from employment, with any of the Released Parties to the fullest extent permissible under applicable federal, state and all local laws, subject only to the exceptions identified in paragraph 3 below. These waived and released claims include but are not limited to: (i) claims that in any way relate to the undersigned Team Member’s employment, separation from employment and related dealings of any kind with any Released Party or Parties; (ii) claims of unlawful discrimination, harassment, retaliation or other alleged violations arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state state, local or local others laws pertaining and regulations, including but not limited to employment, including, without limitation, claims arising under the federal Age Discrimination in Employment Act, Act (ADEA); Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1866; the Employee Retirement Income Security Act (ERISA); the Americans with Disabilities Act (ADA); the Worker Adjustment and Retraining Notification Act (WARN); and the Family and Medical Leave Act (FMLA); and any and all other federal, as amendedstate or local constitutional, 42 U.S.C. Section 2000e et. seq.statutory or common law claims, now or hereafter recognized; (iii) claims of wrongful discharge, emotional distress, defamation, misrepresentation, fraud, detrimental reliance, breach of alleged contractual obligations, promissory estoppel, negligence, assault and battery, and violation of public policy; (iv) claims relating to the payment of wages, the provision of penalty or premium pay, or any benefit entitlement under the Fair Labor Standards Act, as amendedor any other laws federal, 29 U.S.C. Section 201 et. seq.state, the Americans with Disabilities Actlocal or common law relating wages, as amendedovertime, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Actbonuses, as amendedaccrued vacation or sick pay, 42 U.S.C. Section 1981 et. seq.minimum wage, the Rehabilitation Act meal or rest periods, reimbursement of 1973costs and expenses, as amendedfinal wages, 29 U.S.C. Section 701 et. seq.or wage statements; and (v) claims for monetary damages, the Family and Medical Leave Act of 1992other personal recovery or relief, 29 U.S.C. Section 2601 et. seq.costs, expenses, and any and all state or local laws regarding employment discrimination and/or federal, state or local laws attorneys’ fees of any type or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort lawkind.
Appears in 1 contract
Samples: Separation Agreement (Walgreens Boots Alliance, Inc.)
General Release and Waiver. For and in consideration of the payments and other benefits due to Xxxxxxxx X. Xxxxx This document (the “ExecutiveRelease”) pursuant to the Employment Agreementis attached to, is incorporated into, and forms a part of, a Separation Agreement and General Release (“Release”), dated as of February 7December 31, 2008, 2017 (the “Agreement”) by and between Xxxxxxx TransmissionXxxxxxxx & Struggles International, Inc. (the “Company”) and the Executive Xxxxxxx Xxxxxx (the “Employment AgreementExecutive”). Except for (i) a Claim (as defined below) based upon a breach of the Agreement, (ii) a Claim which is expressly preserved by the Agreement, (iii) a Claim duly filed pursuant to the group welfare and for other good and valuable consideration, the Executive hereby agrees, for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representatives, successors and assigns, to forever release, discharge and covenant not to xxx (the “Release”) retirement plans of the Company, or (iv) a Claim filed pursuant to any policy of its divisionsliability insurance or the Company’s By-Laws, affiliatesthe Executive, subsidiarieson behalf of himself and the other Executive Releasors (as defined below), parents, branches, predecessors, successors, assigns, and, with respect to such entities, their officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys releases and fiduciaries, past, present forever discharges the Company and future the other Company Releasees (the “Released Parties”as defined below) from any and all claims of any kind arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, Claims which the Executive now has or may claims, or might hereafter have against the Released Partiesor claim, whether known or unknown unknown, suspected or unsuspected (or the other Executive Releasors may have, to the Executiveextent that it is derived from a Claim which the Executive may have), by reason against the Company Releasees based upon or arising out of facts which have occurred on any matter or prior thing whatsoever, from the beginning of time to the date that affixed beneath the Executive has signed Executive’s signature on this Release. Such released claims General Release and Waiver and shall include, without limitation, any and all claims relating Claims (other than those specifically excepted above) arising out of or related to the foregoing Letter Agreement dated November 17, 2016, Claims arising out of or related to the Executive’s employment with or separation of employment from the Company, and Claims arising under federal, state (or local laws pertaining alleged to employment, including, without limitation, have arisen under) (a) the Age Discrimination in Employment ActAct of 1967, as amended; (b) Title VII of the Civil Rights Act of 1964, as amended; (c) The Civil Rights Act of 1991; (d) Section 1981 through 1988 of Title 42 of the United States Code, 42 U.S.C. Section 2000e et. seq.as amended; (e) the Employee Retirement Income Security Act of 1974, the Fair Labor Standards as amended; (f) The Immigration Reform Control Act, as amended, 29 U.S.C. Section 201 et. seq., the ; (g) The Americans with Disabilities Act of 1990, as amended; (h) The National Labor Relations Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights ; (i) The Occupational Safety and Health Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the ; (j) The Family and Medical Leave Act of 19921993, 29 U.S.C. Section 2601 et. seq., and as amended; (k) any and all state or local laws regarding employment anti-discrimination and/or federallaw; (l) any allegation of defamation, state intentional or local laws negligent infliction of emotional distress, workplace harassment or discrimination, retaliation, whistleblowing, invasion of privacy, violation of public policy, negligence or any other tort; (m) any allegation of a breach of any type or description regarding contract of employment, express or implied, or of a violation of any Company policy or procedure (including but not limited to any claims arising from or derivative the MSPP), of the Executive’s provisions of the Constitution of the United States or the constitution of any state, or of any other law, rule, regulation or ordinance pertaining to employment with and/or the Affiliated Entitiestermination of employment; and/or (n) any other statutory or common law cause of action; or (o) any allegation for costs, as well as any and all such claims under state contract fees, or tort lawother expenses including attorneys’ fees incurred in these matters.
Appears in 1 contract
Samples: Separation Agreement (Heidrick & Struggles International Inc)
General Release and Waiver. For and (a) Except as expressly set forth in consideration this Section 5.7, upon the Closing hereof, each of the payments Sellers (on behalf of themselves and other benefits due to Xxxxxxxx X. Xxxxx (the “Executive”) pursuant to the Employment Agreementtheir controlled affiliates, dated as of February 7successors, 2008, by and between Xxxxxxx Transmission, Inc. (the “Company”assigns) and the Executive Consolidated Estate (the “Employment Agreement”), and for other good and valuable considerationcollectively, the Executive "Releasing Parties") hereby agreesreleases, for the Executiveremises and acquits Parent, the Executive’s spouse and child or children (if any)Purchaser, the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representativesCompany and all of their respective affiliates, successors and assigns, 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 respective officers, directors, trusteesshareholders, employeesmembers, agents, shareholdersexecutives, administratorsconsultants, general or limited partnersindependent contractors, representativesattorneys, attorneys and fiduciariesadvisers (in their capacities as such) (collectively, past, present and future (the “"Released Parties”") from any and all claims, known or unknown, which such Releasing Parties have or may have against any of the Released Parties and any and all liabilities which any of the Released Parties may have to such Releasing Parties, in each case arising on or prior to the Closing Date, whether denominated claims, counter-claims, setoffs, recoupment, demands, causes of action, obligations, damages or liabilities arising from any and all bases (all such claims and liabilities, including, but not limited to, any and all "claims" (as defined in 11 U.S.C 101(5)) and any claims that were or could have been brought under Chapter 5 of the Bankruptcy Code, collectively, the "Claims") that each of the Releasing Parties has or may have; provided, however, that the release by the Releasing Parties hereunder of Parent or any kind arising out ofof its Subsidiaries (other than the Company and its Subsidiary) shall be limited to Claims of a Releasing Party against Parent or any of its Subsidiaries (other than the Company and its Subsidiaries) to the extent that such Claims relate to the Company or any of its Subsidiaries. Each of the Releasing Parties further agrees that such Releasing Party will not assert, prosecute or file or permit to be asserted, prosecuted or filed on such Releasing Party's behalf any such released Claim. This release is for any relief, no matter how denominated, including, but not limited to, injunctive relief, compensatory damages, or related topunitive damages. This release shall not apply to any Claims that any of the Releasing Parties may have against any Released Party arising from, his employment relating to or in connection with, (i) Parent's or the Purchaser's obligations pursuant to this Agreement and (ii) any of the matters listed on Schedule 3.9 to the extent amounts are due to the Releasing Parties with respect thereto.
(b) Each of the Companyparties hereto acknowledges that their respective agreements hereunder are being provided in consideration of the release contained in this Section 5.7 and that they may not otherwise be entitled to certain of the benefits described herein. Each of the parties hereto agrees not to make any Claim or take any position inconsistent with such releases.
(c) Except as expressly set forth in this Section 5.7(c), each of the Company and its affiliates Subsidiaries (on behalf of themselves and subsidiaries their controlled affiliates, successors, and assigns) (collectively, with the Company"Company Releasing Parties") hereby releases, remises and acquits each of the Sellers and the Consolidated Estate (collectively, the “Affiliated Entities”)"Debtor Released Parties") from any and all Claims which each of such Company Releasing Parties has or may have against any of the Debtor Released Parties arising on or prior to the Closing Date; provided, however, that nothing set forth herein shall or shall be deemed to release, remise and acquit the Executive’s separation from employment with Debtor Released Parties from, and the Affiliated EntitiesDebtor Released Parties shall be responsible for, which any Claims that the Executive now Company or any of its Subsidiaries has or may have against the Debtor Released Parties, whether known Parties (A) arising from Claims asserted or unknown threatened to be asserted by any Person against the Company or any of its Subsidiaries to the Executiveextent that such Claims are based upon (i) actions or inactions of or by the Sellers, by reason the Consolidated Estate, any of facts which have occurred on their affiliates or prior to any Person acting in concert with them (other than the date Company and its Subsidiaries) or (ii) the fact that the Executive has signed this Release. Such released claims includeCompany and its Subsidiaries were at any time affiliates of the Sellers or any of them; or (iii) loans, without limitationadvances or the provision of goods and services to or any other liabilities of the Debtor Released Parties or their affiliates (other than the Company and its Subsidiaries); (B) arising from, any and all claims relating to or in connection with the foregoing obligations of the Debtor Released Parties (or any of them) pursuant to this Agreement; and (C) asserted or assertable against any of the Debtor Released Parties under federaltheories of contribution, state subrogation or local laws pertaining indemnification. Each of the Company Releasing Parties further agrees that such Company Releasing Party will not assert, prosecute or file or permit to employmentbe asserted, prosecuted or filed on such Company Releasing Party's behalf any such released Claim. This release is for any relief, no matter how denominated, 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 Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans 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 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 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 to, injunctive relief, compensatory damages, or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort lawpunitive damages.
Appears in 1 contract
General Release and Waiver. For and in consideration of the payments and other benefits due to Xxxxxxx X Xxxxxxxx X. Xxxxx (the “Executive”) pursuant to the Employment Agreementhereby releases, dated as of February 7remises and acquits HSBC Finance Corporation, 2008, by and between Xxxxxxx Transmissionformerly Household International, Inc. (the “Company”) and the Executive all of its affiliates, and their respective officers, directors, shareholders, members, partners, agents, executives, consultants, independent contractors, attorneys, advisers, successors and assigns (collectively, the “Employment AgreementReleasees”), jointly and for other good severally, from any and valuable considerationall claims, known or unknown, which the Executive hereby agrees, for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representatives, successors and assigns, 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 officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys and fiduciaries, past, present and future (the “Released Parties”) from any and all claims of any kind arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, which the Executive now has assigns have or may have against any of the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred Releasees arising on or prior to the date that the Executive has signed of this Release. Such released claims include, without limitation, General Release and Waiver and any and all claims relating liability which any of the Releasees may have to the foregoing under federalExecutive, state whether denominated claims, demands, causes of action, obligations, damages or local laws pertaining to employmentliabilities arising from any and all bases, includinghowever, without limitationdenominated, including but not limited to, 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 Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq.(“ADEA”), the Americans 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 1973, as amended, 29 U.S.C. Section 701 et. seq.1990, the Family and Medical Leave Act of 19921993, 29 Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. Section 2601 et. seq.§ 1981, and any and all state or local laws regarding employment discrimination and/or other federal, state or local law and any workers’ compensation or disability claims under any such laws of or claims under any type or description regarding employmentcontract (including the Employment Agreement entered into by the Company and the Executive on November 14, including but not limited 2002 (as amended by the Amendment Agreement (as defined below)). This release relates to any claims arising from or derivative of and/or during the Executive’s employment relationship with the Affiliated EntitiesCompany and its affiliates or as a result of the termination of such relationship. 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 General Release and Waiver, as well as this release is not intended to interfere with the Executive’s right to file a charge with the Equal Employment Opportunity Commission (the “EEOC”) in connection with any claim he believes he may have against the Company or its affiliates. However, by executing this General Release and Waiver, 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. In addition, this General Release and Waiver is not intended to interfere with the Executive’s right to challenge that his waiver of any and all such ADEA claims pursuant to this General Release and Waiver is a knowing and voluntary waiver, notwithstanding the Executive’s specific representation that he has entered into this General Release and Waiver knowingly and voluntarily. 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 General Release and Waiver shall not apply to any obligation of the Company or its affiliates pursuant to the Amendment to Employment Agreement, dated as of February 26, 2005 (the “Amendment Agreement”) between the Executive and the Company, any rights, pursuant to relevant constitutional documents of the Company and its affiliates, in the nature of indemnification which the Executive may have with respect to claims against the Executive relating to or arising out of his employment with, or his serving as a director for, the Company and its affiliates, or any vested benefit to which the Executive is entitled under state contract any tax qualified pension plan of the Company or tort lawits affiliates, COBRA continuation coverage benefits or any other similar benefits required to be provided by statute.
Appears in 1 contract
General Release and Waiver. For and in consideration of the payments and other benefits due to Xxxxxxxx X. Xxxxx (the “Executive”) pursuant to the Employment Agreement, dated as of February 7xx, 20082014, by and between Xxxxxxx Transmission, Inc. (the “Company”) and the Executive (the “Employment Agreement”), and for other good and valuable consideration, the Executive hereby agrees, for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representatives, successors and assigns, 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 officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys and fiduciaries, past, present and future (the “Released Parties”) from any and all claims of any kind arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws 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 Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans 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 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 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 Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort law.
Appears in 1 contract
Samples: Employment Agreement (Allison Transmission Holdings Inc)
General Release and Waiver. For and in consideration of the payments and other benefits due to Xxxxx X. Xxxxxxxx X. Xxxxx (the “Executive”) pursuant to the Employment Agreement, dated as of February 7December __, 20082016, by and between Xxxxxxx Transmission, Inc. (the “Company”) and the Executive (the “Employment Agreement”), and for other good and valuable consideration, the Executive hereby agrees, for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, insurers, personal representatives, successors and assigns, 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 officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys and fiduciaries, past, present and future (the “Released Parties”) from any and all claims of any kind arising out of, or related to, his employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws 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 Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans 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 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 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 Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort law.
Appears in 1 contract
Samples: Employment Agreement (Allison Transmission Holdings Inc)