Common use of General Release by Employee Clause in Contracts

General Release by Employee. In consideration of the payments and benefits to be made under the Separation Agreement, dated as of February 28, 2020 (the “Separation Agreement”), and between Xxxxx Xxxxxxxxxx (“Employee”), DoubleVerify, Inc. (the “Company”), DoubleVerify Midco, Inc. (“Parent”), formerly known as Pixel Parent, Inc. and DoubleVerify Holdings, Inc. (“Holdco”), formerly known as Pixel Group Holdings, Inc., Employee, with the intention of binding Employee and Employee’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, Holdco, the Parent and their subsidiaries and affiliates (collectively, the “Company Affiliated Group”), Providence Equity Partners and the investment funds affiliated with Providence Equity Partners, Xxxxxxxx Capital and the investment funds affiliated with Xxxxxxxx Capital and the present and former officers, directors, executives, agents, shareholders, members, attorneys, employees, employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, suspected or unsuspected which Employee, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Released Party (an “Action”), including, without limitation, arising out of or in connection with Employee’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any and all Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination in Employment Act (“ADEA”), excepting only:

Appears in 2 contracts

Samples: Confidential Separation Agreement (DoubleVerify Holdings, Inc.), Confidential Separation Agreement (DoubleVerify Holdings, Inc.)

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General Release by Employee. In consideration of the foregoing (including the payments and benefits under Section 2 hereof, which the Company is not required to be made make or provide under the Separation Agreementany preexisting agreement, dated as of February 28, 2020 (the “Separation Agreement”plan or policy), which Employee hereby expressly acknowledges as good and between Xxxxx Xxxxxxxxxx sufficient consideration for the releases provided below, Employee hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (“Employee”)i) the Company and all of its predecessors, DoubleVerify, Inc. (the “Company”), DoubleVerify Midco, Inc. (“Parent”), formerly known as Pixel Parent, Inc. and DoubleVerify Holdings, Inc. (“Holdco”), formerly known as Pixel Group Holdings, Inc., Employee, with the intention of binding Employee and Employee’s heirs, executors, administrators successors and assigns, does hereby release, remise, acquit and forever discharge (ii) all of the Company’s past, Holdcopresent and future affiliates, parent corporations (including MII), subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns and (iii) all of the Parent past, present and future officers, directors, managers, shareholders, investors, employee benefit plan administrators, employees, agents, attorneys and other representatives of each of the entities described in the immediately preceding clauses (i) and (ii), individually and in their subsidiaries respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and affiliates (iii) being, individually, a “Releasee” and, collectively, the “Company Affiliated GroupReleasees”), Providence Equity Partners from any and the investment funds affiliated with Providence Equity Partnersevery action, Xxxxxxxx Capital cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and the investment funds affiliated with Xxxxxxxx Capital and the present and former officers, directors, executives, agents, shareholders, members, attorneys, employees, employee benefits plans (and the fiduciaries thereofpunitive damages), and the successorsliability, predecessors and assigns of each cost or expense (including attorney’s fees) that Employee has, may have or may be entitled to from or against any of the foregoing Releasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises directly or indirectly out of, or is based on or related in any way to Employee’s employment with or termination of employment from the Company or Employee’s service for or other affiliation with MII or any of its subsidiaries (collectivelyincluding the Company) or joint venture entities, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Releasees (together, the “Released PartiesClaims”); provided, of however, that this Release does not apply to, and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, suspected or unsuspected which Employee, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any the Released Party (an “Action”), including, without limitation, arising out of or in connection with Employee’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including Claims do not include: (i) the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort claims arising solely and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any and all Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all Actions arising specifically under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the U.S. Age Discrimination in Employment Act of 1967 after the date this Agreement is executed by Employee; (“ADEA”)ii) any claim for indemnification (including under MII’s or the Company’s organizational documents or insurance policies) arising in connection with an action instituted by a third party against MII or the Company or any of their affiliates or Employee, excepting only:in his capacity as an officer, director, manager, employee, agent or other representative of MII or the Company or any of their affiliates; (iii) any claims for vested benefits under the Company’s 401(k) plan or vested benefits under the EDCP; (iv) any claims relating to Employee’s eligibility to continue participating in health coverage currently available to Employee in accordance with the U.S. Consolidated Omnibus Reconciliation Act, subject to the terms, conditions and restrictions of that Act; (v) any claim arising from any breach or failure to perform any provision of this Agreement; or (vi) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release.

Appears in 1 contract

Samples: Separation Agreement (McDermott International Inc)

General Release by Employee. In consideration of the those certain payments and benefits to be made provided under the Executive Transition and Separation Agreement, dated as of February 28January 14, 2020 2022 (the “Separation Transition Agreement”), by and between Xxxxx Xxxxxxxxxx Xxxxxxx XxXxxxxxxx (“EmployeeExecutive”), DoubleVerify, DoubleVerify Inc. (the “Company”), DoubleVerify Midco, Inc. (“Parent”), formerly known as Pixel Parent, Inc. ) and DoubleVerify Holdings, Inc. (“HoldcoHoldings”), formerly known as Pixel Group Holdings, Inc., EmployeeExecutive, with the intention of binding Employee Executive and EmployeeExecutive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company, HoldcoHoldings, the Parent Company and all of their respective subsidiaries and affiliates (collectively, the “Company Affiliated Group”), Providence Equity Partners and the investment funds affiliated with Providence Equity Partners, Xxxxxxxx Capital and the investment funds affiliated with Xxxxxxxx Capital and the present and former officers, directors, executives, agents, shareholders, members, attorneys, employees, employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, suspected or unsuspected which EmployeeExecutive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Released Party (an “Action”), including, without limitation, arising out of or in connection with EmployeeExecutive’s service as an employee, officer and/or director to of any member of the Company Affiliated Group (or the predecessors thereof), including (i) the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary salary, incentive payments or incentive paymentsoption or restricted stock unit awards or other equity awards or benefits, (iii) for breach of contractcontract (whether oral or written and whether express or implied), promissory estoppel, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any and all Actions based on the Employee Executive Retirement Income Security Act of 1974 (“ERISA”), and any and all Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination in Employment Act (“ADEA”), the Fair Credit Reporting Act (“FCRA”), the Family and Medical Leave Act (“FMLA”), the Occupational Safety and Health Act of 1970 (“OSHA”), the Sarbanes Oxley Act of 2002, Title VII of the Civil Rights Act of 1964, the Workers Adjustment and Retraining Notification Act (“WARN”), and any and all federal, state and local laws, rules, regulations or common law relating to discrimination, retaliation, whistleblowing, defamation, misrepresentation, fraud, tortious interference, wrongful discharge, breach of an express or implied contract, breach of a covenant of good faith and fair dealing, negligent or intentional infliction of emotional distress, and any and all claims you may have against any of the Released Parties, excepting only:: ​

Appears in 1 contract

Samples: Transition Agreement (DoubleVerify Holdings, Inc.)

General Release by Employee. In consideration of the foregoing (including the payments and benefits under Section 2 hereof, which the Company is not required to be made make or provide under the Separation Agreementany preexisting agreement, dated as of February 28, 2020 (the “Separation Agreement”plan or policy), which Employee hereby expressly acknowledges as good and between Xxxxx Xxxxxxxxxx sufficient consideration for the releases provided below, Employee hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (“Employee”)i) the Company and all of its predecessors, DoubleVerify, Inc. (the “Company”), DoubleVerify Midco, Inc. (“Parent”), formerly known as Pixel Parent, Inc. and DoubleVerify Holdings, Inc. (“Holdco”), formerly known as Pixel Group Holdings, Inc., Employee, with the intention of binding Employee and Employee’s heirs, executors, administrators successors and assigns, does hereby release, remise, acquit and forever discharge (ii) all of the Company’s past, Holdcopresent and future affiliates, parent corporations (including MII), subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns and (iii) all of the Parent past, present and future officers, directors, managers, shareholders, investors, employee benefit plan administrators, employees, agents, attorneys and other representatives of each of the entities described in the immediately preceding clauses (i) and (ii), individually and in their subsidiaries respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and affiliates (iii) being, individually, a “Releasee” and, collectively, the “Company Affiliated GroupReleasees”), Providence Equity Partners from any and the investment funds affiliated with Providence Equity Partnersevery action, Xxxxxxxx Capital cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and the investment funds affiliated with Xxxxxxxx Capital and the present and former officers, directors, executives, agents, shareholders, members, attorneys, employees, employee benefits plans (and the fiduciaries thereofpunitive damages), and the successorsliability, predecessors and assigns of each cost or expense (including attorney’s fees) that Employee has, may have or may be entitled to from or against any of the foregoing Releasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises directly or indirectly out of, or is based on or related in any way to Employee’s employment with or termination of employment from the Company or Employee’s service for or other affiliation with MII or any of its subsidiaries (collectivelyincluding the Company) or joint venture entities, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Releasees (together, the “Released PartiesClaims”); provided, of however, that this Release does not apply to, and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, suspected or unsuspected which Employee, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any the Released Party (an “Action”), including, without limitation, arising out of or in connection with Employee’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including Claims do not include: (i) the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort claims arising solely and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any and all Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all Actions arising specifically under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the U.S. Age Discrimination in Employment Act of 1967 after the date this Agreement is executed by Employee; (“ADEA”)ii) any claim for indemnification (including under MII’s or the Company’s organizational documents or insurance policies) arising in connection with an action instituted by a third party against MII or the Company or any of their affiliates or Employee, excepting only:in her capacity as an officer, director, manager, employee, agent or other representative of MII or the Company or any of their affiliates; (iii) any claims for vested benefits under the Company’s 401(k) plan; (iv) any claims relating to Employee’s eligibility to continue participating in health coverage currently available to Employee in accordance with COBRA, subject to the terms, conditions and restrictions of that Act; (v) any claim arising from any breach or failure to perform any provision of this Agreement; or (vi) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release.

Appears in 1 contract

Samples: Separation Agreement (McDermott International Inc)

General Release by Employee. In consideration of the foregoing (including the payments and benefits under Section 2 hereof, which the Company is not required to be made make or provide under the Separation Agreementany preexisting agreement, dated as of February 28, 2020 (the “Separation Agreement”plan or policy), which Employee hereby expressly acknowledges as good and between Xxxxx Xxxxxxxxxx sufficient consideration for the releases provided below, Employee hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (“Employee”)i) the Company and all of its predecessors, DoubleVerify, Inc. (the “Company”), DoubleVerify Midco, Inc. (“Parent”), formerly known as Pixel Parent, Inc. and DoubleVerify Holdings, Inc. (“Holdco”), formerly known as Pixel Group Holdings, Inc., Employee, with the intention of binding Employee and Employee’s heirs, executors, administrators successors and assigns, does hereby release, remise, acquit and forever discharge (ii) all of the Company’s past, Holdcopresent and future affiliates, parent corporations (including MII), subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns and (iii) all of the Parent past, present and future officers, directors, managers, shareholders, investors, employee benefit plan administrators, employees, agents, attorneys and other representatives of each of the entities described in the immediately preceding clauses (i) and (ii), individually and in their subsidiaries respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and affiliates (iii) being, individually, a “Releasee” and, collectively, the “Company Affiliated GroupReleasees”), Providence Equity Partners from any and the investment funds affiliated with Providence Equity Partnersevery action, Xxxxxxxx Capital cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and the investment funds affiliated with Xxxxxxxx Capital and the present and former officers, directors, executives, agents, shareholders, members, attorneys, employees, employee benefits plans (and the fiduciaries thereofpunitive damages), and the successorsliability, predecessors and assigns of each cost or expense (including attorney’s fees) that Employee has, may have or may be entitled to from or against any of the foregoing Releasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises directly or indirectly out of, or is based on or related in any way to Employee’s employment with or termination of employment from the Company or Employee’s service for or other affiliation with MII or any of its subsidiaries (collectivelyincluding the Company) or joint venture entities, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Releasees (together, the “Released PartiesClaims”); provided, of however, that this Release does not apply to, and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, suspected or unsuspected which Employee, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any the Released Party (an “Action”), including, without limitation, arising out of or in connection with Employee’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including Claims do not include: (i) the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort claims arising solely and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any and all Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all Actions arising specifically under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the U.S. Age Discrimination in Employment Act of 1967 after the date this Agreement is executed by Employee; (“ADEA”)ii) any claim for indemnification (including under MII’s or the Company’s organizational documents or insurance policies) arising in connection with an action instituted by a third party against MII or the Company or any of their affiliates or Employee, excepting only:in his capacity as an officer, director, manager, employee, agent or other representative of MII or the Company or any of their affiliates; (iii) any claims for vested benefits under the Company’s 401(k) plan or vested benefits under the XxXxxxxxx International, Inc. Director and Executive Deferred Compensation Plan; (iv) any claims relating to Employee’s eligibility to continue participating in health coverage currently available to Employee in accordance with the U.S. Consolidated Omnibus Reconciliation Act, subject to the terms, conditions and restrictions of that Act; (v) any claim arising from any breach or failure to perform any provision of this Agreement; or (vi) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release.

Appears in 1 contract

Samples: Separation Agreement (McDermott International Inc)

General Release by Employee. In consideration of exchange for Motive’s covenants, agreements, and payments as set forth in this Release and the payments Employment Agreement executed on February 20, 2006 by and benefits to be made under the Separation Agreementbetween Motive, dated as of February 28, 2020 Inc. and Employee (the “Separation Employment Agreement”), Employee hereby irrevocably and between Xxxxx Xxxxxxxxxx (“Employee”)unconditionally releases, DoubleVerifyrelieves, Inc. (the “Company”)acquits, DoubleVerify Midcowaives, Inc. (“Parent”)relinquishes and discharges Motive and its parents, formerly known as Pixel Parentsubsidiaries, Inc. affiliates and DoubleVerify Holdingsoperating divisions, Inc. (“Holdco”)and its/their employees, formerly known as Pixel Group Holdingsmembers, Inc.officers, Employeedirectors, with the intention of binding Employee and Employee’s shareholders, insurers, agents, representatives, heirs, executors, administrators and assignsadministrators, does hereby release, remise, acquit and forever discharge the Company, Holdco, the Parent and their subsidiaries and affiliates (collectively, the “Company Affiliated Group”), Providence Equity Partners and the investment funds affiliated with Providence Equity Partners, Xxxxxxxx Capital and the investment funds affiliated with Xxxxxxxx Capital and the present and former officers, directors, executives, agents, shareholders, members, attorneys, employees, employee benefits plans (and the fiduciaries thereof), and the successors, predecessors successors and assigns of each of the foregoing (collectively, the “Released Parties”), ) of and from any and all claims, actionsdebts, obligations, promises, agreements, liabilities, damages, costs, attorneys’ fees, expenses, suits, appeals, actions and causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in lawcharacter (including but not limited to, equity claims of misappropriation of trade secrets, inevitable disclosure, breach of fiduciary duty or the duty of loyalty, unfair competition, tortious interference with contract, tortious interference with business relations, theft, or breach of contract), that Employee has or could have asserted against the Released Parties, and all other constitutional, federal, state and local law claims, whether statutory, regulatory, common law or otherwise, whether accrued, absolute, contingent, unliquidated known or otherwise and whether now known, unknown, suspected whether foreseen or unsuspected which Employeeunforeseen, individually at law or as a member in equity, for or because of a classany matter or thing done, now has, owns or holdsomitted, or has suffered to be done by the Released Parties at any time heretofore hadup through the date of the execution of this Release, owned or held, against any Released Party (an “Action”), including, without limitation, subsequent to the execution of this Release if arising out of or conduct occurring before the execution of this Release. Notwithstanding anything in connection this Release to the contrary, by executing this Release in compliance with Sections 5 and/or 6 of the Employment Agreement, as applicable, the parties acknowledge that Employee’s service as an employeerights: (A) to the payments, officer and/or director to any member benefits and rights provided for in Sections 5, 6(b), 13 and 14 of the Company Affiliated Group Employment Agreement, if any, are not waived and shall continue to be governed by the terms of the Employment Agreement; (or B) under the predecessors Indemnification Agreement, dated February 20, 2006, by and between Motive, Inc. and Employee and any other rights to indemnification and/or protection under any directors and officers insurance policies, Motive’s by-laws and certificate of incorporation, agreements and insurance policies and applicable law, are not waived and shall continue to be governed by the terms thereof); (C) under the Restricted Stock Agreement, including (i) dated February 20, 2006, by and between Motive, Inc. and Employee, if any, are not waived and shall continue to be governed by the termination terms of such service in agreement; (D) under the Non-Qualified Stock Option Agreement, dated February 20, 2006, by and between Motive, Inc. and Employee, if any, are not waived and shall continue to be governed by the terms of such agreement; (E) under any employee benefit plans or policies maintained by Motive are not waived and shall continue to be governed by the terms of such capacity, (ii) for severance plans or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort policies; and (ivF) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and [Add other unlawful or unfair labor and employment practices), any and all Actions based on similar agreements entered into after the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII date of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 Employment Agreement between Motive and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination in Employment Act (“ADEA”), excepting only:Employee].

Appears in 1 contract

Samples: Employment Agreement (Motive Inc)

General Release by Employee. In consideration of the foregoing (including the payments and benefits under Section 2 hereof, which the Company is not required to be made make or provide under the Separation Agreementany preexisting agreement, dated as of February 28, 2020 (the “Separation Agreement”plan or policy), which Employee hereby expressly acknowledges as good and between Xxxxx Xxxxxxxxxx sufficient consideration for the releases provided below, Employee hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (“Employee”)i) the Company and all of its predecessors, DoubleVerify, Inc. (the “Company”), DoubleVerify Midco, Inc. (“Parent”), formerly known as Pixel Parent, Inc. and DoubleVerify Holdings, Inc. (“Holdco”), formerly known as Pixel Group Holdings, Inc., Employee, with the intention of binding Employee and Employee’s heirs, executors, administrators successors and assigns, does hereby release, remise, acquit and forever discharge (ii) all of the Company’s past, Holdcopresent and future affiliates, parent corporations (including MII), subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns and (iii) all of the Parent past, present and future officers, directors, managers, shareholders, investors, employee benefit plan administrators, employees, agents, attorneys and other representatives of each of the entities described in the immediately preceding clauses (i) and (ii), individually and in their subsidiaries respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and affiliates (iii) being, individually, a “Releasee” and, collectively, the “Company Affiliated GroupReleasees”), Providence Equity Partners from any and the investment funds affiliated with Providence Equity Partnersevery action, Xxxxxxxx Capital cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and the investment funds affiliated with Xxxxxxxx Capital and the present and former officers, directors, executives, agents, shareholders, members, attorneys, employees, employee benefits plans (and the fiduciaries thereofpunitive damages), and the successorsliability, predecessors and assigns of each cost or expense (including attorney’s fees) that Employee has, may have or may be entitled to from or against any of the foregoing Releasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises directly or indirectly out of, or is based on or related in any way to Employee’s employment with or termination of employment from the Company or Employee’s service for or other affiliation with MII or any of its subsidiaries (collectivelyincluding the Company) or joint venture entities, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Releasees (together, the “Released PartiesClaims”); provided, of however, that this Release does not apply to, and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, suspected or unsuspected which Employee, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any the Released Party (an “Action”), including, without limitation, arising out of or in connection with Employee’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including Claims do not include: (i) the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort claims arising solely and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any and all Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all Actions arising specifically under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the U.S. Age Discrimination in Employment Act of 1967 after the date this Agreement is executed by Employee; (ii) any claim for indemnification (including under MII’s or the Company’s organizational documents or insurance policies) arising in connection with an action instituted by a third party against MII or the Company or any of their affiliates or Employee, in his capacity as an officer, director, manager, employee, agent or other representative of MII or the Company or any of their affiliates; (iii) any claims for vested benefits under the Company’s 401(k) plan or vested benefits under the XxXxxxxxx International, Inc. Director and Executive Deferred Compensation Plan (“ADEAEDCP”); (iv) any claims relating to Employee’s eligibility to continue participating in health coverage currently available to Employee in accordance with the U.S. Consolidated Omnibus Reconciliation Act, excepting only:subject to the terms, conditions and restrictions of that Act; (v) any claim arising from any breach or failure to perform any provision of this Agreement; or (vi) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release.

Appears in 1 contract

Samples: Separation Agreement (McDermott International Inc)

General Release by Employee. In consideration of the foregoing (including the payments and benefits under Section 2 hereof, which the Company is not required to be made make or provide under the Separation Agreementany preexisting agreement, dated as of February 28, 2020 (the “Separation Agreement”plan or policy), which Employee hereby expressly acknowledges as good and between Xxxxx Xxxxxxxxxx sufficient consideration for the releases provided below, Employee hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (“Employee”)i) the Company and all of its predecessors, DoubleVerify, Inc. (the “Company”), DoubleVerify Midco, Inc. (“Parent”), formerly known as Pixel Parent, Inc. and DoubleVerify Holdings, Inc. (“Holdco”), formerly known as Pixel Group Holdings, Inc., Employee, with the intention of binding Employee and Employee’s heirs, executors, administrators successors and assigns, does hereby release, remise, acquit and forever discharge (ii) all of the Company’s past, Holdcopresent and future affiliates, parent corporations (including MII), subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns and (iii) all of the Parent past, present and future officers, directors, managers, shareholders, investors, employee benefit plan administrators, employees, agents, attorneys and other representatives of each of the entities described in the immediately preceding clauses (i) and (ii), individually and in their subsidiaries respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and affiliates (iii) being, individually, a “Releasee” and, collectively, the “Company Affiliated GroupReleasees”), Providence Equity Partners from any and the investment funds affiliated with Providence Equity Partnersevery action, Xxxxxxxx Capital cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and the investment funds affiliated with Xxxxxxxx Capital and the present and former officers, directors, executives, agents, shareholders, members, attorneys, employees, employee benefits plans (and the fiduciaries thereofpunitive damages), and the successorsliability, predecessors and assigns of each cost or expense (including attorney’s fees) that Employee has, may have or may be entitled to from or against any of the foregoing Releasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises directly or indirectly out of, or is based on or related in any way to Employee’s employment with or termination of employment from the Company or Employee’s service for or other affiliation with MII or any of its subsidiaries (collectivelyincluding the Company) or joint venture entities, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Releasees (together, the “Released PartiesClaims”); provided, of however, that this Release does not apply to, and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, suspected or unsuspected which Employee, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any the Released Party (an “Action”), including, without limitation, arising out of or in connection with Employee’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including Claims do not include: (i) the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort claims arising solely and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any and all Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all Actions arising specifically under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the U.S. Age Discrimination in Employment Act of 1967 after the date this Agreement is executed by Employee; (“ADEA”)ii) any claim for indemnification (including under MII’s or the Company’s organizational documents or insurance policies) arising in connection with an action instituted by a third party against MII or the Company or any of their affiliates or Employee, excepting only:in his capacity as an officer, director, manager, employee, agent or other representative of MII or the Company or any of their affiliates; (iii) any claims for vested benefits under the Company’s 401(k) plan or vested benefits under the XxXxxxxxx International, Inc. Director and Executive Deferred Compensation Plan; (iv) any claims relating to Employee’s eligibility to continue participating in health coverage currently available to Employee in accordance with COBRA, subject to the terms, conditions and restrictions of that Act; (v) any claim arising from any breach or failure to perform any provision of this Agreement; or (vi) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release.

Appears in 1 contract

Samples: Separation Agreement (McDermott International Inc)

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General Release by Employee. In consideration Employee hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (i) the Company and all of the payments and benefits to be made under the Separation Agreementits predecessors, dated as of February 28, 2020 (the “Separation Agreement”), and between Xxxxx Xxxxxxxxxx (“Employee”), DoubleVerify, Inc. (the “Company”), DoubleVerify Midco, Inc. (“Parent”), formerly known as Pixel Parent, Inc. and DoubleVerify Holdings, Inc. (“Holdco”), formerly known as Pixel Group Holdings, Inc., Employee, with the intention of binding Employee and Employee’s heirs, executors, administrators successors and assigns, does hereby release, remise, acquit and forever discharge (ii) all of the Company’s past, Holdcopresent and future affiliates, parent corporations (including MII), subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns and (iii) all of the Parent past, present and future officers, directors, managers, shareholders, investors, employee benefit plan administrators, employees, agents, attorneys and other representatives of each of the entities described in the immediately preceding clauses (i) and (ii), individually and in their subsidiaries respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and affiliates (iii) being, individually, a “Releasee” and, collectively, the “Company Affiliated GroupReleasees”), Providence Equity Partners from any and the investment funds affiliated with Providence Equity Partnersevery action, Xxxxxxxx Capital cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and the investment funds affiliated with Xxxxxxxx Capital and the present and former officers, directors, executives, agents, shareholders, members, attorneys, employees, employee benefits plans (and the fiduciaries thereofpunitive damages), and the successorsliability, predecessors and assigns of each cost or expense (including attorney’s fees) that Employee has, may have or may be entitled to from or against any of the foregoing Releasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises directly or indirectly out of, or is based on or related in any way to Employee’s employment with or termination of employment from the Company or Employee’s service for or other affiliation with MII or any of its subsidiaries (collectivelyincluding the Company) or joint venture entities, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Releasees (together, the “Released PartiesClaims”); provided, of however, that this Release does not apply to, and from the Released Claims do not include: (i) any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind claim for indemnification (including under MII’s or nature in law, equity the Company’s organizational documents or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, suspected or unsuspected which Employee, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Released Party (an “Action”), including, without limitation, insurance policies) arising out of or in connection with an action instituted by a third party against MII or the Company or any of their affiliates or Employee’s service , in his capacity as an officer, director, manager, employee, officer and/or director to any member agent or other representative of MII or the Company Affiliated Group (or the predecessors thereof), including (i) the termination any of such service in any such capacity, their affiliates; (ii) any claims for severance vested benefits under the Company’s 401(k) plan or vacation benefitsvested benefits under the XxXxxxxxx International, unpaid wages, salary or incentive payments, Inc. Director and Executive Deferred Compensation Plan; (iii) for breach any claims relating to Employee’s eligibility to continue participating in health coverage currently available to Employee in accordance with the U.S. Consolidated Omnibus Reconciliation Act, subject to the terms, conditions and restrictions of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and that Act; (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful claim arising from any breach or unfair labor and employment practices), failure by the Company to perform any and all Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII provision of the Civil Rights Act of 1964 Separation Agreement; or (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination in Employment Act (“ADEA”), excepting only:v) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release.

Appears in 1 contract

Samples: Separation Agreement (McDermott International Inc)

General Release by Employee. In consideration of the foregoing (including the payments and benefits under Section 2 hereof, which the Company is not required to be made make or provide under the Separation Agreementany preexisting agreement, dated as of February 28, 2020 (the “Separation Agreement”plan or policy), which Employee hereby expressly acknowledges as good and between Xxxxx Xxxxxxxxxx sufficient consideration for the releases provided below, Employee hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (“Employee”)i) the Company and all of its predecessors, DoubleVerify, Inc. (the “Company”), DoubleVerify Midco, Inc. (“Parent”), formerly known as Pixel Parent, Inc. and DoubleVerify Holdings, Inc. (“Holdco”), formerly known as Pixel Group Holdings, Inc., Employee, with the intention of binding Employee and Employee’s heirs, executors, administrators successors and assigns, does hereby release, remise, acquit and forever discharge (ii) all of the Company’s past, Holdcopresent and future affiliates, parent corporations (including MII), subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns and (iii) all of the Parent past, present and future officers, directors, managers, shareholders, investors, employee benefit plan administrators, employees, agents, attorneys and other representatives of each of the entities described in the immediately preceding clauses (i) and (ii), individually and in their subsidiaries respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and affiliates (iii) being, individually, a “Releasee” and, collectively, the “Company Affiliated GroupReleasees”), Providence Equity Partners from any and the investment funds affiliated with Providence Equity Partnersevery action, Xxxxxxxx Capital cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and the investment funds affiliated with Xxxxxxxx Capital and the present and former officers, directors, executives, agents, shareholders, members, attorneys, employees, employee benefits plans (and the fiduciaries thereofpunitive damages), and the successorsliability, predecessors and assigns of each cost or expense (including attorney’s fees) that Employee has, may have or may be entitled to from or against any of the foregoing Releasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises directly or indirectly out of, or is based on or related in any way to Employee’s employment with or termination of employment from the Company or Employee’s service for or other affiliation with MII or any of its subsidiaries (collectivelyincluding the Company) or joint venture entities, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Releasees (together, the “Released PartiesClaims”); provided, of however, that this Release does not apply to, and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, suspected or unsuspected which Employee, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any the Released Party (an “Action”), including, without limitation, arising out of or in connection with Employee’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including Claims do not include: (i) the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort claims arising solely and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practices), any and all Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”), and any and all Actions arising specifically under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the U.S. Age Discrimination in Employment Act of 1967 after the date this Agreement is executed by Employee; (“ADEA”)ii) any claim for indemnification (including under MII’s or the Company’s organizational documents or insurance policies) arising in connection with an action instituted by a third party against MII or the Company or any of their affiliates or Employee, excepting only:in his capacity as an officer, director, manager, employee, agent or other representative of MII or the Company or any of their affiliates; (iii) any claims for vested benefits under the Company’s 401(k) plan or vested benefits under the EDCP; (iv) any claims relating to Employee’s eligibility to continue participating in health coverage currently available to Employee in accordance with COBRA, subject to the terms, conditions and restrictions of that Act; (v) any claim arising from any breach or failure to perform any provision of this Agreement; or (vi) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release.

Appears in 1 contract

Samples: Separation Agreement (McDermott International Inc)

General Release by Employee. In consideration Effective at the Effective Time of the payments and benefits to be made under the Separation Agreement, dated as of February 28, 2020 (the “Separation Agreement”), and between Xxxxx Xxxxxxxxxx (“Employee”), DoubleVerify, Inc. (the “Company”), DoubleVerify Midco, Inc. (“Parent”), formerly known as Pixel Parent, Inc. and DoubleVerify Holdings, Inc. (“Holdco”), formerly known as Pixel Group Holdings, Inc.Settlement, Employee, with the intention for himself/herself and on behalf of binding Employee and Employee’s his/her attorneys, heirs, assigns, executors, administrators representatives and administrators, hereby IRREVOCABLY AND UNCONDITIONALLY RELEASES AND FOREVER DISCHARGES Employer and each of its current and former parent, subsidiary, affiliated, and related corporations, firms, associations, partnerships, and entities (and their respective successors and assigns, does hereby release, remise, acquit and forever discharge the Company, Holdco, the Parent and their subsidiaries and affiliates (collectively, the “Company Affiliated Group”), Providence Equity Partners and the investment funds affiliated with Providence Equity Partners, Xxxxxxxx Capital and the investment funds affiliated with Xxxxxxxx Capital and the present and former officers, directors, executives, agents, shareholders, members, attorneys, employees, employee benefits plans (and the fiduciaries thereof), and the successorscurrent and former owners, predecessors partners, shareholders, directors, officers, employees, agents, attorneys, representatives and assigns insurers of each of the foregoing said corporations, firms, associations, partnerships, and entities (collectively, hereinafter collectively referred to as the “Released PartiesReleasees), of and ) from any and all claims, actionscomplaints, grievances, liabilities, obligations, promises, agreements, damages, causes of action, complaintsrights, chargesdebts, wages, commissions, demands, rightscontroversies, damagescosts, debtslosses, sums of money, accounts, financial obligations, suits, expenses, and expenses (including attorneys’ fees and liabilities of whatever kind expenses) whatsoever (the “ Employee Claims”) under any municipal, local, state, or nature in federal law, equity common or otherwisestatutory, whether accruedarising in contract or tort, absolutefor any actions or omissions whatsoever, contingent, unliquidated whether known or otherwise and whether now known, unknown, suspected that exist or unsuspected which Employee, individually or as a member of a class, now has, owns or holdsmay exist prior to, or has at contemporaneously with, the Effective Time of Settlement. Notwithstanding anything contained in this Agreement to the contrary, Employee does not release pursuant to this Agreement any time heretofore had, owned Employee Claims under or held, against any Released Party (an “Action”), including, without limitation, arising out of or in connection with Employee’s service as an employee, officer and/or director to any member of the Company Affiliated Group (or the predecessors thereof), including (i) the termination of such service in any such capacityEmployer regarding or under Employer’s 401K plan, Employer’s dental, health, employee benefit and welfare plans or policies, this Agreement, hourly or salaried compensation, bonuses, overtime, vacation or sick pay, and indemnity; and (ii) for severance or vacation benefitsStericycle, unpaid wagesInc. and Waste Systems, salary or incentive payments, Inc. and their respective subsidiaries and affiliates (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning harassment, discrimination, retaliation and other unlawful or unfair labor and employment practicesexcluding Employer), any successors, assigns, directors, officers, agents, attorneys, representatives and all Actions based on the Employee Retirement Income Security Act of 1974 insurers, and Xxxx X. Xxxxxxx, Xxxx X. Xxxxxx, Xxxxx X. X. ten Xxxxx, and Xxxxxxx X. Xxxxxxxxx, and their respective affiliates (“ERISA”excluding Employer), heirs, assigns, representatives, agents, attorneys and any and all Actions arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act and the Age Discrimination in Employment Act (“ADEA”), excepting only:insurers.

Appears in 1 contract

Samples: Retention Award Agreement (3ci Complete Compliance Corp)

General Release by Employee. In consideration of the foregoing (including the payments and benefits under Section 2 hereof, which the Company is not required to be made make or provide under the Separation Agreementany preexisting agreement, dated as of February 28, 2020 (the “Separation Agreement”plan or policy), which Employee hereby expressly acknowledges as good and between Xxxxx Xxxxxxxxxx sufficient consideration for the releases provided below, Employee hereby unconditionally and irrevocably releases, acquits and forever discharges, to the fullest extent permitted by applicable law, (“Employee”)i) the Company and all of its predecessors, DoubleVerify, Inc. (the “Company”), DoubleVerify Midco, Inc. (“Parent”), formerly known as Pixel Parent, Inc. and DoubleVerify Holdings, Inc. (“Holdco”), formerly known as Pixel Group Holdings, Inc., Employee, with the intention of binding Employee and Employee’s heirs, executors, administrators successors and assigns, does hereby release, remise, acquit and forever discharge (ii) all of the Company’s past, Holdcopresent and future affiliates, parent corporations (including MII), subsidiaries, divisions and joint venture entities and all of their respective predecessors, successors and assigns and (iii) all of the Parent past, present and future officers, directors, managers, shareholders, investors, employee benefit plan administrators, employees, agents, attorneys and other representatives of each of the entities described in the immediately preceding clauses (i) and (ii), individually and in their subsidiaries respective representative capacities (the persons or entities referred to in the immediately preceding clauses (i), (ii) and affiliates (iii) being, individually, a “Releasee” and, collectively, the “Company Affiliated GroupReleasees”), Providence Equity Partners from any and the investment funds affiliated with Providence Equity Partnersevery action, Xxxxxxxx Capital cause of action, complaint, claim, demand, administrative charge, legal right, compensation, obligation, damages (including consequential, exemplary and the investment funds affiliated with Xxxxxxxx Capital and the present and former officers, directors, executives, agents, shareholders, members, attorneys, employees, employee benefits plans (and the fiduciaries thereofpunitive damages), and the successorsliability, predecessors and assigns of each cost or expense (including attorney’s fees) that Employee has, may have or may be entitled to from or against any of the foregoing Releasees, whether legal, equitable or administrative, in any forum or jurisdiction, whether known or unknown, foreseen or unforeseen, matured or unmatured, accrued or not accrued, which arises directly or indirectly out of, or is based on or related in any way to Employee’s employment with or termination of employment from the Company or Employee’s service for or other affiliation with MII or any of its subsidiaries (collectivelyincluding the Company) or joint venture entities, including any such matter arising from the negligence, gross negligence or reckless, willful or wanton misconduct of any of the Releasees (together, the “Released PartiesClaims”); provided, however, that this Release does not apply to, and the Released Claims do not include: (i) any claims arising solely and specifically under the U.S. Age Discrimination in Employment Act of and from 1967 after the date this Agreement is executed by Employee; (ii) any and all claimsclaim for indemnification (including under MII’s or the Company’s organizational documents or insurance policies) whether known or unknown, actionsforeseen or unforeseen, causes of matured or unmatured, accrued or not accrued, which arises directly or indirectly out of, or is based on or related in any way to any action, complaintswhether legal, chargesequitable or administrative, demandsin any forum or jurisdiction, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known, unknown, suspected or unsuspected which instituted by a third party against Employee, individually in his capacity as an officer, director, manager, employee, agent or as a member other representative of a class, now has, owns MII or holds, the Company or has at any time heretofore had, owned or held, against any Released Party (an “Action”)of their affiliates, including, without limitation, arising out of from any and all positions or in connection capacities with Employee’s service as an employee, officer and/or director respect to any member of the Company Affiliated Group (employee benefit plan sponsored or the predecessors thereof), including (i) the termination of such service in maintained by any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort entity and (iv) for any violation of applicable state and local labor and employment laws (specifically including, without limitation, all laws concerning harassment(1) a class action complaint that Local 210 United Pension and Welfare Funds filed on August 15, discrimination2013, retaliation in the United States District Court for the Southern District of Texas against the Company, Xxxxxxx X. Xxxxxxx and other unlawful or unfair labor and employment practices)Employee, any and all Actions based on seeking remedies under the Employee Retirement Income Security Securities Exchange Act of 1974 1934, as amended (the ERISAExchange Act”), and any Rule 10b-5 promulgated thereunder (the “Local 210 Case”); and all Actions arising (2) a class action complaint that Xxxxx Xxxxx filed on August 20, 2013, in the United States District Court for the Southern District of Texas against the Company, Xxxxxxx X. Xxxxxxx and Employee, seeking remedies under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of Exchange Act and Rule 10b-5 promulgated thereunder (the Civil Rights Act of 1964 (Title VIIFlood Case”), together with any similar complaints containing substantially similar allegations that may hereafter be filed (the Americans with Disabilities Act (ADAClass Action Lawsuits”), Sections 503 including the defense of Employee with respect to the Class Action Lawsuits pursuant to the terms and 504 conditions of that certain letter dated August 21, 2013, between Xxxxx Xxxxx, L.L.P. and Employee (the “Xxxxx Xxxxx Letter”) and the Company’s obligation to advance Employee’s legal fees in connection with the Class Action Lawsuits pursuant to Section 3 of Article VI of the Rehabilitation ActAmended and Restated Bylaws of MMI in accordance with the terms and conditions of that certain letter, dated September 23, 2013 from Employee to MMI (the Family and Medical Leave Act and the Age Discrimination in Employment Act (ADEALegal Fees Letter”); (iii) any claims for vested benefits under the Company’s 401(k) plan or vested benefits under the EDCP; (iv) any claims relating to Employee’s eligibility to continue participating in health coverage currently available to Employee in accordance with COBRA. subject to the terms, excepting only:conditions and restrictions of that Act; (v) any claim arising from any breach or failure to perform any provision of this Agreement; or (vi) any claim for worker’s compensation benefits or any other claim that cannot be waived by a general release (the foregoing items (i) – (vi) being collectively referred to as “Reserved Claims”).

Appears in 1 contract

Samples: Separation Agreement (McDermott International Inc)

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