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: (a) rights of Employee under the Separation Agreement; (b) the right of Employee to receive benefits required to be provided in accordance with applicable law; (c) rights to indemnification (and/or advancement of expenses and/or contribution) Employee may have (i) under applicable corporate law, (ii) under the by-laws, certificate of incorporation or other corporate documents of the Company, the Parent, Holdco or any of their affiliates or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force; (d) claims for benefits under any health, disability, retirement, supplemental retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of the Company Affiliated Group, excluding severance pay or termination benefits except as provided in the Separation Agreement; (e) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable policy of the Company Affiliated Group; (f) claims that cannot be waived as a matter of law.

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:: ​ (a) rights of Employee Executive under the Separation Transition Agreement; (b) rights of Executive to receive shares upon the vesting, exercise and/or settlement of any outstanding equity awards granted to him under the April 0000 XXX Agreement, the December 0000 XXX Agreement or the 2021 Plan (as such terms are defined in the Transition Agreement) in accordance with the terms of such awards; (c) the right of Employee Executive to receive benefits required to be provided in accordance with applicable law; (cd) rights to indemnification (and/or advancement of expenses and/or contribution) Employee Executive may have (i) under applicable corporate law, (ii) under the by-laws, laws or certificate of incorporation or other corporate documents of the CompanyHoldings, the Parent, Holdco Company or any of their respective affiliates or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force; (de) claims for benefits under any health, disability, retirement, supplemental retirement, deferred compensation, life insurance or other, similar employee Executive benefit plan or arrangement of the Company Affiliated Group, excluding severance pay or termination benefits except as provided in the Separation Agreementbenefits; (ef) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable policy of the Company Affiliated Group; (fg) claims that cannot be waived as a matter of law.

General Release by Employee. In This Section shall be referred to herein as the “Release.” For and in consideration of the payments Separation Payment described in Section 2 above, and benefits to be made under the Separation other terms and conditions described in this Agreement: A. Except for the obligations undertaken in this Agreement, dated as in consideration for all of February 28the foregoing, 2020 (the “Separation Agreement”)which Employee acknowledges is consideration in addition to that to which Employee is otherwise entitled, Employee hereby releases and between Xxxxx Xxxxxxxxxx (“Employee”)discharges forever Company and all of its past, 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 future agents, employees, servants, officers, directors, executivespartners, agentstrustees, representatives, shareholders, stockholders, members, managing agents, owners (both direct and indirect), attorneys, employeesparents, subsidiaries, equity sponsors, related corporations, their parents, subsidiaries, and affiliates, divisions, joint venturers, assigns, predecessors, successors, service providers, temporary staffing agencies, insurers, consultants, subcontractors, joint employers, potential and alleged joint employers, potential and alleged dual employers, potential and alleged common law employers, affiliates, employee benefits benefit plans (and the fiduciaries thereof), affiliated organizations, any person and/or entity with alleged joint liability, and the successorsall persons and/or entities acting under, predecessors and assigns by, through or in concert with any of each of the foregoing them (collectively, hereinafter referred to collectively as the “Released Parties”), and each and all of and them, from any and all claims, actionsliabilities, causes of action, charges, complaints, chargesobligations, demandscosts, rightslosses, damages, debts, sums of money, accounts, financial obligations, suits, expensesinjuries, attorneys’ fees fees, and liabilities other legal responsibilities, of whatever kind or nature in law, equity or otherwiseany form whatsoever, whether accrued, absolute, contingent, unliquidated known or otherwise and whether now known, unknown, suspected or unsuspected which Employeeunforeseen, individually or as a member of a classunanticipated, now has, owns or holdsunsuspected, or has latent, which Employee or Employee’s heirs, administrators, executors, successors in interest, and/or assigns (the “Releasing Parties”) have incurred or expect to incur, or now own or hold, or have at any time heretofore had, owned or held, or may at any time own, hold, or claim to hold by reason of any matter or thing arising from any cause whatsoever prior to the date of Employee’s execution of this Agreement. B. Employee represents and acknowledges that the consideration contained in this Agreement shall constitute the entire consideration provided to Employee and Employee will not seek any further compensation for any claim, damage, cost, or attorney’s fees in connection with the matters encompassed in the Release and/or Agreement. Employee represents and acknowledges that the consideration contained in this Agreement constitutes a full satisfaction and accord of any claims Employee has or may have against any of the Released Party (an “Action”)Parties. Without limiting the generality of the foregoing, includingand by way of example only, without limitationEmployee fully releases and discharges each and all of the Released Parties from any and all claims, arising out disputes, rights, and causes of action that have been or could be alleged against any of said Released Parties in connection with Employee’s service as an employeeemployment with Company, officer and/or director or the termination thereof; and in connection with any and all matters pertaining to Employee’s employment by any member of the Company Affiliated Group (or the predecessors thereof)Released Parties, 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)but not limited to, any and all Actions based on the Employee Retirement Income Security Act of 1974 (“ERISA”)compensation, salaries, wages, meal and rest period premiums, bonuses, commissions, overtime, monies, pay, allowances, expenses, benefits, sick pay, severance pay, retention pay, or benefits, paid leave benefits, vacation, penalties, interest, damages, and promises on any and all Actions arising of the above. Without limiting the scope of this Release in any way, Employee also certifies that this Release constitutes a knowing and voluntary waiver of any and all rights or claims that exist or that Employee has or may claim to have 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 Federal Age Discrimination in Employment Act (“ADEA”), excepting only: as amended by the Older Workers Benefit Protection Act of 1990 (a) “OWBPA”), which is set forth at 29 U.S.C. § § 621, et seq. This Release does not govern any rights of Employee or claims that may arise under the Separation Agreement; (b) ADEA after the right of Employee date this Release is signed by Employee. This Release extends to receive benefits required to be provided in accordance with applicable law; (c) rights to indemnification (and/or advancement of expenses and/or contribution) Employee may have any and all claims including, but not limited to, any alleged (i) under applicable corporate lawviolation of the National Labor Relations Act, Title VII of the Civil Rights Act, the Americans With Disabilities Act of 1990, the ADEA, as amended by the OWBPA, the Fair Labor Standards Act, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act, the New Jersey State Wage and Hour Law, the New Jersey Family Leave Act, the New Jersey Earned Sick Leave Law, the New Jersey Civil Rights Act, the New Jersey Equal Pay Act, the New Jersey Worker and Community Right to Know Act, the Occupational Safety and Health Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Employee Retirement Income Security Act (excluding vested benefits), the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, and any state law equivalent; (ii) under harassment and/or discrimination on the by-basis of age, race, color, ancestry, national origin, caste, citizenship, religious creed, sex (which includes pregnancy, childbirth, breastfeeding and medical conditions related to pregnancy, childbirth or breastfeeding), marital status, domestic partnership status, sexual orientation, gender, gender identity or gender expression, veteran status, military status, political affiliation, family care or medical leave status or the denial of family and medical care leave, physical or mental disability, medical condition (including cancer and genetic characteristics), genetic information or any other basis protected by applicable federal, state and/or local laws, certificate of incorporation or other corporate documents of the Companyregulations, the Parentrules, Holdco or any of their affiliates or ordinances and/or orders; (iii) as an insured under any director’s whistleblower or retaliation claims on the basis of any protected activity or other protected basis; (iv) breach of any express or implied promise, contract or agreement (express or implied), or breach of the implied covenant of good faith and officer’s liability insurance policy now fair dealing; (v) any tort or previously in force; common law claims, including wrongful discharge, intentional or negligent infliction of emotional distress, negligence, fraud, misrepresentation, defamation, libel, slander, interference with prospective economic advantage, or other tort or common law actions; (dvi) claims for benefits under misclassification, wage and hour, or other claims related to hours, conditions, or compensation related to work, or failure to pay wages due or other monies owed; and (vii) any healthother violation of local, disabilitystate, retirementor federal law, supplemental retirementconstitution, deferred compensationstatute, life insurance regulation or otherordinance, similar employee benefit plan public policy, contract, or arrangement tort or common law claim, whether for legal or equitable relief, having any bearing whatsoever on the terms and conditions of employment, or association or working relationship, with any of the Company Affiliated GroupReleased Parties, excluding severance pay including but not limited to any allegations for penalties, interest, costs and fees, including attorneys’ fees, incurred in any of these matters, which Employee ever had, now has, or termination benefits except may have as provided in the Separation Agreement; (e) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable policy this release. All such claims, liabilities or causes of action (including, without limitation, claims for related attorneys’ fees and costs) are forever barred by this Agreement regardless of the Company Affiliated Group;forum in which they may be brought. The Parties acknowledge and agree that the Release shall be interpreted to be as broad as allowed under applicable law. To the maximum extent permitted by law, Employee waives any right or ability to be a class, collective action or PAGA representative, or to otherwise knowingly and voluntarily participate in any putative or certified class, collective, representative, or multi-party action or proceedings in which any of the Released Parties is a party. (f) claims C. It is a condition hereof, and it is Employee’s intention in the execution of the Agreement and the Release herein, that cannot the same shall be waived effective as a bar to each and every claim hereinabove specified, including both known and unknown claims. Employee acknowledges and is aware that Employee may hereafter discover facts in addition to or different from those that are known or believed by Employee to be true with respect to the subject matter of law.this Agreement, but it is Employee’s intention to fully, finally and forever release all released matters, disputes and differences, known or unknown, suspected or unsuspected, which do now exist, may exist or have existed. In furtherance of this intention, Employee hereby expressly waives any and all rights and benefits conferred upon him by Section 1542 of the California Civil Code, or the equivalent in any other jurisdiction, which provides as follows:

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: (a) rights of Employee under the Separation Agreement; (b) the right of Employee to receive benefits required to be provided in accordance with applicable law; (c) rights to indemnification (and/or advancement of expenses and/or contribution) Employee may have (i) under applicable corporate law, (ii) under the by-laws, certificate of incorporation or other corporate documents of the Company, the Parent, Holdco or any of their affiliates or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force; (d) claims for benefits under any health, disability, retirement, supplemental retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of the Company Affiliated Group, excluding severance pay or termination benefits except as provided in the Separation Agreement; (e) claims for the reimbursement of unreimbursed business expenses incurred prior to the date of termination pursuant to applicable policy of the Company Affiliated Group; (f) claims that cannot be waived as a matter of lawinsurers.