General Release by Executive. Subject to Section 6 below, Executive hereby releases and discharges forever the Company, and each of its parents, affiliates and subsidiaries, and each of their present and former directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assigns, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the “Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent, which Executive now has or may hereafter have against the Executive Released Parties, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way arising out of, based upon, or related to his or her employment by or service as a director to any of the Executive Released Parties, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, and the Employee Retirement Income Security Act, the California Consumer Credit Reporting Agencies Act, the California Fair Employment and Housing Act, the California Family Rights Act, the California WARN Act, the California Labor Code, California Business & Professions Code Section 17200, and the California Family Military Leave Law.
Appears in 3 contracts
Samples: Employment Agreement (William Lyon Homes), Employment Agreement (William Lyon Homes), Employment Agreement (William Lyon Homes)
General Release by Executive. Subject In consideration of the benefits provided under Section 13 or 14, as applicable of the Employment Agreement by and between [Executive Name] (“Executive”)and DineEquity, Inc., a Delaware corporation, and subject to Section 6 2 below, Executive hereby releases and discharges forever the CompanyCorporation, and each of its parentsdivisions, affiliates and subsidiaries, and each of their present and former directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, divisions, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assigns, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the “Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include any and all manner of action or actionsliabilities, cause or claims, demands, liens, causes of action, in law or in equitycharges, suits, debtscomplaints, liensgrievances, contracts, agreements, promises, liabilityobligations, claimscosts, demandslosses, damages, losses, costsinjuries, attorneys’ fees or expensesfees, and other legal responsibilities (collectively referred to as “Claims”), of any nature form whatsoever, known or unknownincluding, fixed or contingentbut not limited to, which Executive now has or may hereafter have against the Executive Released Partiesany claims in law, equity, contract, tort, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way arising out of, based upon, or related to his or her employment by or service as a director to any of the Executive Released Parties, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims arising under the Age Discrimination in California Labor Code, the California Civil Code, the California Business and Professions Code, the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, and as amended, the Americans With Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), as amended by the Older Workers Benefit Protection Act of 1990 (29 U.S.C. §§ 621, et seq.), the Xxxxxxxx-Xxxxx Act of 2002, the Employee Retirement Income Security ActAct of 1974, or any other local ordinance or federal or state statute, regulation or constitution, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, which Executive or Executive’s successors in interest now own or hold, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter or thing arising from any cause whatsoever prior to the California Consumer Credit Reporting Agencies Act, the California Fair Employment and Housing Act, the California Family Rights Act, the California WARN Act, the California Labor Code, California Business & Professions Code Section 17200date of execution of this Agreement, and without limiting the California Family Military Leave Lawgenerality of the foregoing, from all claims, demands and causes of action based upon, relating to, or arising out of: (a) Executive’s employment relationship with the Corporation and/or any of the Executive Released Parties and the termination of that relationship; (b) Executive’s relationship as a shareholder, optionholder or holder of any interest whatsoever in any of the Executive Released Parties; (c) Executive’s relationship with any of the Executive Released Parties as a member of any boards of directors; and (d) any other type of relationship (business or otherwise) between Executive and any of the Executive Released Parties.
Appears in 3 contracts
Samples: Employment Agreement (DineEquity, Inc), Employment Agreement (DineEquity, Inc), Employment Agreement (DineEquity, Inc)
General Release by Executive. Subject to Section 6 belowExecutive unconditionally, Executive hereby irrevocably and absolutely releases and discharges forever the Company, and each any parent and subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of its parentsthe Company, affiliates past and subsidiariespresent, and each of their present and former directorsas well as the Company’s employees, officers, employees, trusteesdirectors, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assignsassigns (collectively, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the “Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include claims related in any way to the transactions or occurrences between them to date, to the fullest extent permitted by law, including, but not limited to, Executive’s employment with the Company, the termination of Executive’s employment, and all manner of action or actionsother losses, cause or liabilities, claims, charges, demands and causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed suspected or contingentunsuspected, which Executive now has arising directly or may hereafter have against the Executive Released Parties, indirectly out of or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way connected with Executive’s employment with the Company. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims arising out ofunder local state or federal law, based uponincluding, or related but not limited to his or her employment by or service as a director to any alleged violations of the Executive Released PartiesCalifornia Labor Code, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; California Fair Employment and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims arising under the Age Discrimination in Employment Housing Act, Title VII of the Civil Rights Act of 1964, and the Employee Retirement Income Security Americans with Disabilities Act, the California Consumer Credit Reporting Agencies Act, the California Fair Employment and Housing Act, the California Family Rights Act, the California WARN Act, the California Labor Code, California Business & Professions Code Section 17200, and the California Family Military Leave LawAge Discrimination in Employment Act of 1967, as amended, and all claims for attorneys’ fees, costs and expenses. Executive expressly waives Executive’s right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by Executive or on Executive’s behalf, related in any way to the matters released herein. However, this general release is not intended to bar any claims that, by statute, may not be waived, such as claims for workers’ compensation benefits, unemployment insurance benefits, statutory indemnity, any challenge to the validity of Executive’s release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this Separation Agreement; any claims for payment or benefits under the Separation Agreement; any claim or cause of action for indemnification pursuant to any applicable indemnification agreement, any D&O insurance policy applicable to Executive and/or the Company’s certificates of incorporation, charter and by-laws or any claim for contribution or any rights Executive may have to vested benefits under any health and welfare plans or other employee benefit plans or programs sponsored by the Company. Executive acknowledges that Executive may discover facts or law different from, or in addition to, the facts or law that Executive knows or believes to be true with respect to the claims released in this Separation Agreement and agrees, nonetheless, that this Separation Agreement and the release contained in it shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them. Executive declares and represents that Executive intends this Separation Agreement to be complete and not subject to any claim of mistake, and that the release herein expresses a full and complete release and Executive intends the release herein to be final and complete. Executive executes this release with the full knowledge that this release covers all possible claims against the Released Parties, to the fullest extent permitted by law.
Appears in 3 contracts
Samples: Executive Employment Agreement (Neothetics, Inc.), Executive Employment Agreement (Neothetics, Inc.), Executive Employment Agreement (Neothetics, Inc.)
General Release by Executive. Subject to Section 6 below, Executive hereby releases and discharges forever the Company, and each of its parents, affiliates and subsidiaries, and each of their present and former directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assigns, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the “Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent, which Executive now has or may hereafter have against the Executive Released Parties, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way arising out of, based upon, or related to his or her employment by or service as a director to any of the Executive Released Parties, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims arising under under: the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq. (the “ADEA”); Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; the Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq. the California Consumer Credit Reporting Agencies Fair Labor Standards Act, 29 U.S.C. § 215 et seq., the Xxxxxxxx-Xxxxx Act of 2002; the California Fair Employment and Housing Act, as amended, Cal. Lab. Code § 12940 et seq.; the California Equal Pay Law, as amended, Cal. Lab. Code §§ 1197.5(a),1199.5; the Xxxxx-Xxxxx-Xxxxxxx Family Rights ActAct of 1991, as amended, Cal. Gov’t Code §§12945.2, 19702.3; the California Labor Code; the California WARN Act, Cal. Lab. Code § 1400 et seq.; the California Labor CodeFalse Claims Act, California Business & Professions Cal. Gov’t Code Section 17200, and § 12650 et seq.; the California Family Military Leave LawCorporate Criminal Liability Act, Cal. Penal Code § 387; Arizona Revised Statute 41-1461 et seq. (race, color, religion, sex, age, disability or national origin discrimination); Nevada Rev. Statute § 613.010 (Solicitation of Employees by Misrepresentation); Nevada Rev. Statute § 613.310 et seq. (race, color, religion, sex, sexual orientation, age, disability or national origin discrimination) or any other federal, state or local law.
Appears in 2 contracts
Samples: Employment Agreement (William Lyon Homes), Employment Agreement (William Lyon Homes)
General Release by Executive. Subject to Section 6 below, Executive hereby releases and discharges forever the Company, and each of its parents, affiliates and subsidiaries, and each of their present and former directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assigns, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the “Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent, which Executive now has or may hereafter have against the Executive Released Parties, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way arising out of, based upon, or related to his or her employment by or service as a director to any of the Executive Released Parties, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims arising under the under: Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; the Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the California Consumer Credit Reporting Agencies Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq. the Fair Labor Standards Act, 29 U.S.C. § 215 et seq., the Xxxxxxxx-Xxxxx Act of 2002; the California Fair Employment and Housing Act, as amended, Cal. Lab. Code § 12940 et seq.; the California Equal Pay Law, as amended, Cal. Lab. Code §§ 1197.5(a),1199.5; the Xxxxx-Xxxxx-Xxxxxxx Family Rights ActAct of 1991, as amended, Cal. Gov’t Code §§12945.2, 19702.3; California Labor Code; the California WARN Act, Cal. Lab. Code § 1400 et seq.; the California False Claims Act, Cal. Gov’t Code § 12650 et seq.; the California Corporate Criminal Liability Act, Cal. Penal Code § 387; the California Labor Code, California Business & Professions Code Section 17200Arizona Revised Statute 41-1461 et seq. (race, and the California Family Military Leave Lawcolor, religion, sex, age, disability or national origin discrimination); Nevada Rev. Statute § 613.010 (Solicitation of Employees by Misrepresentation); Nevada Rev. Statute § 613.310 et seq. (race, color, religion, sex, sexual orientation, age, disability or national origin discrimination) or any other federal, state or local law.
Appears in 2 contracts
Samples: Employment Agreement (William Lyon Homes), Employment Agreement (William Lyon Homes)
General Release by Executive. Subject Except with respect to (i) the vesting and payments provided in Section 6 below2(b), Executive (ii) the Accrued Benefits and Excluded Benefits and (iii) Company’s obligations otherwise set forth in this Agreement, the Executive, on behalf of herself, her heirs, beneficiaries, personal representatives and assigns, hereby releases releases, acquits and forever discharges forever the Company, and each of its parents, affiliates and subsidiaries, and each of their present and former directorsowners, officers, employeesExecutives, trusteesshareholders, agentsdirectors, partners, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related agents and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assignsassignees, and all persons acting byother persons, throughfirms, partnerships, or corporations in control of, under the direction of, or in concert any way presently or formerly associated with them the Company (hereinafter each, a “Released Party” and collectively referred to as the “Executive Released Parties”), of, from and against all “Claims.” The “Claims” released herein include any and all manner of action or claims, charges, complaints, liabilities, obligations, promises, agreements, contracts, damages, actions, cause or causes of action, suits, accrued benefits or other liabilities she has or may have as of the date she executes this Release Agreement of any kind or character, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, whether known or unknown, fixed foreseen or unforeseen, vested or contingent, which Executive matured or unmatured, suspected or unsuspected, that may now has or may hereafter have at any time be made or brought against the Executive any Released PartiesParty, arising from or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way arising out of, based upon, connected with or related to his or her the Executive’s employment by or service as a director to any with the Company and/or the Executive’s termination of employment with the Executive Released PartiesCompany, or any including, but not limited to, allegations of themwrongful termination, or the termination thereof; any claim for wagesdiscrimination, salaryretaliation, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of contract, anticipatory breach, fraud, conspiracy, promissory estoppel, retaliatory discharge, constructive discharge, discharge in violation of any express law, statute, regulation or implied contract ordinance providing whistleblower protection, discharge in violation of employment; public policy, intentional infliction of emotional distress, negligent infliction of emotional distress, defamation, harassment, sexual harassment, invasion of privacy, any alleged torts action in tort or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and contract, any alleged violation of any federal, state state, or local statute or ordinance law, including, without limitationbut not limited to, Claims arising under the Age Discrimination in Employment Act, any violation of Title VII of the Civil Rights Act of 1964, and as amended, 42 U.S.C. § 2000e et seq., the Civil Rights Act of 1866, 42 U.S.C. § 1981, the Equal Pay Act, 29 U.S.C. § 206, the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq., the Americans with Disabilities Act, 29 U.S.C. § 621, et seq., the California Consumer Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Fair Credit Reporting Agencies Act, 15 U.S.C. § 1681, et seq., the California Fair Employment Xxxxxxxx-Xxxxx Xxx, 00 X.X.X. § 0000X et seq., the Worker Adjustment and Housing Retraining Notification Act, 29 U.S.C. §§ 2101-2109, the California Family Texas Commission on Human Rights Act, TEX. LAB. CODE § 21.001, et. seq., the California WARN Texas Workers’ Compensation Act, TEX. LAB. CODE §§ 451.001 - 451.003, the California Labor CodeTexas Payday Act, California Business & Professions Code Section 17200TEX. LAB. CODE § 61.011, et seq., or any other employment or civil rights act, and any and all claims for severance pay, vacation pay, paid time off or benefits under any compensation, cash award, bonus, stock grant, equity grants or awards, or Executive benefit plan, program, policy, contract, agreement, but excluding any claim for unemployment compensation, any claim for workers’ compensation benefits; and any benefits which the California Family Military Leave LawExecutive is entitled to receive under any Company plan that is a qualified plan under IRC §401(a) or is a group health plan subject to COBRA. COBRA continuation coverage is available to participants and their beneficiaries who participate in the Company’s group health plan, to the extent the participant properly elects and pays for such COBRA continuation coverage. Excluded from the General Release in this Section 3 are claims arising under the Age Discrimination in Employment Act (“ADEA”) and those claims which cannot be waived by law.
Appears in 2 contracts
Samples: Release Agreement, Release Agreement (Cheniere Energy Inc)
General Release by Executive. Subject to Section 6 below, Executive hereby releases and discharges forever the Company, and each of its parents, affiliates and subsidiaries, and each of their present and former directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assigns, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the “Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent, which Executive now has or may hereafter have against the Executive Released Parties, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way arising out of, based upon, or related to his or her employment by or service as a director to any of the Executive Released Parties, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims arising under the under: Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; the Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq. the California Consumer Credit Reporting Agencies Fair Labor Standards Act, 29 U.S.C. § 215 et seq., the Xxxxxxxx-Xxxxx Act of 2002; the California Fair Employment and Housing Act, as amended, Cal. Lab. Code § 12940 etseq.; the California Equal Pay Law, as amended, Cal. Lab. Code §§ 1197.5(a),1199.5; the Xxxxx-Xxxxx-Xxxxxxx Family Rights ActAct of 1991, as amended, Cal. Gov’t Code §§12945.2, 19702.3; California Labor Code; the California WARN Act, Cal. Lab. Code § 1400 et seq.; the California False Claims Act, Cal. Gov’t Code § 12650 et seq.; the California Corporate Criminal Liability Act, Cal. Penal Code § 387; the California Labor Code, California Business & Professions Code Section 17200Arizona Revised Statute 41-1461 et seq. (race, and the California Family Military Leave Lawcolor, religion, sex, age, disability or national origin discrimination); Nevada Rev. Statute § 613.010 (Solicitation of Employees by Misrepresentation); Nevada Rev. Statute § 613.310 et seq. (race, color, religion, sex, sexual orientation, age, disability or national origin discrimination) or any other federal, state or local law.
Appears in 2 contracts
Samples: Employment Agreement (William Lyon Homes), Employment Agreement (William Lyon Homes)
General Release by Executive. Subject to Section 6 belowExecutive unconditionally, Executive hereby irrevocably and absolutely releases and discharges forever the Company, and each any parent and subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of its parentsthe Company, affiliates past and subsidiariespresent, and each of their present and former directorsas well as the Company’s employees, officers, employees, trusteesdirectors, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assignsassigns (collectively, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the “Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include claims related in any way to the transactions or occurrences between them to date, to the fullest extent permitted by law, including, but not limited to, Executive’s employment with the Company, the termination of Executive’s employment, and all manner of action or actionsother losses, cause or liabilities, claims, charges, demands and causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed suspected or contingentunsuspected, which Executive now has arising directly or may hereafter have against the Executive Released Parties, indirectly out of or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way connected with Executive’s employment with the Company. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims arising out ofunder local state or federal law, based uponincluding, or related but not limited to his or her employment by or service as a director to any alleged violations of the Executive Released PartiesCalifornia Labor Code, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; California Fair Employment and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims arising under the Age Discrimination in Employment Housing Act, Title VII of the Civil Rights Act of 1964, and the Employee Retirement Income Security Americans with Disabilities Act, the California Consumer Credit Reporting Agencies Act, the California Fair Employment and Housing Act, the California Family Rights Act, the California WARN Act, the California Labor Code, California Business & Professions Code Section 17200, and the California Family Military Leave LawAge Discrimination in Employment Act of 1967, as amended, and all claims for attorneys’ fees, costs and expenses. Executive expressly waives Executive’s right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by Executive or on Executive’s behalf, related in any way to the matters released herein. However, this general release is not intended to bar any claims that, by statute, may not be waived, such as claims for workers’ compensation benefits, unemployment insurance benefits, statutory indemnity, any challenge to the validity of Executive’s release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this General Release Agreement; any claims for payment or benefits under the Executive Employment Agreement made effective as of ________, 2017 by and between the Company and the Executive; any claim or cause of action for indemnification pursuant to any applicable indemnification agreement, any D&O insurance policy applicable to Executive and/or the Company's certificates of incorporation, charter and by-laws or any claim for contribution or any rights Executive may have to vested benefits under any health and welfare plans or other employee benefit plans or programs sponsored by the Company. Executive acknowledges that Executive may discover facts or law different from, or in addition to, the facts or law that Executive knows or believes to be true with respect to the claims released in this General Release and agrees, nonetheless, that this General Release shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them. Executive declares and represents that Executive intends this General Release to be complete and not subject to any claim of mistake, and that the release herein expresses a full and complete release and Executive intends the release herein to be final and complete. Executive executes this release with the full knowledge that this release covers all possible claims against the Released Parties, to the fullest extent permitted by law and the terms of this General Release.
Appears in 1 contract
Samples: Executive Employment Agreement (REVA Medical, Inc.)
General Release by Executive. Subject to Section 6 below(i) In exchange for and in consideration of the covenants and promises contained herein, Executive hereby releases Executive, on behalf of himself and discharges forever the Companyhis spouse, domestic partner, children, agents, assignees, heirs, executors, administrators, beneficiaries, trustees, legal representatives, and each of assigns, hereby waives, discharges and releases the Corporation and its current and former parents, affiliates and subsidiaries, divisions, branches, assigns and each of affiliated and related entities, and their respective predecessors, successors, employee benefit plans, and present and former directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entitiespartners, shareholders, membersfiduciaries, partnersemployees, representatives, predecessorsagents and attorneys, successors in their individual and assigns, and all persons acting by, through, under or in concert with them representative capacities (hereinafter collectively referred to as the “Executive Released PartiesCompany Releasees”), from and against all “Claims.” The “Claims” released herein include any and all manner of action or actions, cause or causes of action, in law or in equityobligations, suitsliabilities, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoeverclaims and demands Executive may have, known or unknown, fixed contingent or contingentotherwise, which Executive now has and whether specifically mentioned or may hereafter have against the Executive Released Partiesnot, or any regardless of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to when they accrued until the date hereof. Without limiting the generality of the foregoingExecutive signs this Agreement, Claims shall includesubject to Section 3(a)(iii).
(ii) This release includes, but is not limited to: (A) any claims in any way arising out of, based upon, or related to his or her on Executive’s employment by or service as a director to any of with the Executive Released Parties, or any of them, Corporation or the termination thereof; of such employment, including without limitation the release of any claim claims for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay wrongful discharge or other employee benefits; any alleged breach of contract (express, implied or otherwise), including any express or implied contract of employment; any alleged torts or other alleged legal restrictions claims based on the CompanyEmployment Agreement; (B) any claims of alleged employment discrimination, harassment or retaliation on any basis, including age, race, color, ethnicity, national origin, gender, religion, disability (or perceived disability), sexual orientation, veteran’s rights to terminate his status, whistleblower status or her employmentmarital status; and (C) any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims arising claims Executive may have under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, and ; the Age Discrimination in Employment Act; the Equal Pay Act; the Employee Retirement Income Security Act; the Americans With Disabilities Act; the Illinois Human Rights Act; the Illinois Wage Payment & Collection Act; or any other federal, state, or local laws or regulations, including any and all laws or regulations prohibiting employment discrimination, harassment, or retaliation; and (D) any claims for negligence, defamation or intentional tort. Executive hereby waives any right that he may have to seek or to share in any relief, monetary or otherwise, relating to any claim released herein, whether such claim was initiated by Executive or not.
(iii) This release does not include a release of any rights Executive may have to unemployment benefits. This release does not apply to any claims regarding, arising from or in any manner relating to any rights Executive has under (A) the Contingent Payment Agreement, (B) the Registration Rights Agreement, dated as of September 19, 2006, among Holdings and the parties identified therein (the “Registration Rights Agreement”), (C) the Stock Purchase Agreement, dated as of September 19, 2006, among Holdings, Addus Management, Addus Acquisition, the California Consumer Credit Reporting Agencies ActCorporation, the California Fair Employment and Housing ActExecutive, the California Family Rights Act, the California WARN Act, the California Labor Code, California Business & Professions Code Section 17200as Sellers’ Representative, and the California Family Military Leave Lawother persons identified therein (the “Purchase Agreement”), or (D) this Agreement (including any breach hereof), in each case, arising from and after the date Executive signs this Agreement.
Appears in 1 contract
Samples: Separation and General Release Agreement (Addus HomeCare Corp)
General Release by Executive. Subject to Section 6 belowExecutive unconditionally, Executive hereby irrevocably and absolutely releases and discharges forever the Company, and each any parent and subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of its parentsthe Company, affiliates past and subsidiariespresent, and each of their present and former directorsas well as the Company’s employees, officers, employees, trusteesdirectors, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assignsassigns (collectively, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the “Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include claims related in any way to the transactions or occurrences between them to date, to the fullest extent permitted by law, including, but not limited to, Executive’s employment with the Company, the termination of Executive’s employment, and all manner of action or actionsother losses, cause or liabilities, claims, charges, demands and causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed suspected or contingentunsuspected, which Executive now has arising directly or may hereafter have against the Executive Released Parties, indirectly out of or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way connected with Executive’s employment with the Company. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims arising out ofunder local state or federal law, based uponincluding, or related but not limited to his or her employment by or service as a director to any alleged violations of the Executive Released PartiesCalifornia Labor Code, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; California Fair Employment and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims arising under the Age Discrimination in Employment Housing Act, Title VII of the Civil Rights Act of 1964, and the Employee Retirement Income Security Americans with Disabilities Act, the California Consumer Credit Reporting Agencies Act, the California Fair Employment and Housing Act, the California Family Rights Act, the California WARN Act, the California Labor Code, California Business & Professions Code Section 17200, and the California Family Military Leave LawAge Discrimination in Employment Act of 1967, as amended, and all claims for attorneys’ fees, costs and expenses. Executive expressly waives Executive’s right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by Executive or on Executive’s behalf, related in any way to the matters released herein. However, this general release is not intended to bar any claims that, by statute, may not be waived, such as claims for workers’ compensation benefits, unemployment insurance benefits, statutory indemnity, any challenge to the validity of Executive’s release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this General Release Agreement; any claims for payment or benefits under the Executive Employment Agreement made effective as of August 28, 2017 by and between the Company and the Executive; any claim or cause of action for indemnification pursuant to any applicable indemnification agreement, any D&O insurance policy applicable to Executive and/or the Company's certificates of incorporation, charter and by-laws or any claim for contribution or any rights Executive may have to vested benefits under any health and welfare plans or other employee benefit plans or programs sponsored by the Company. Executive acknowledges that Executive may discover facts or law different from, or in addition to, the facts or law that Executive knows or believes to be true with respect to the claims released in this General Release and agrees, nonetheless, that this General Release shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them. Executive declares and represents that Executive intends this General Release to be complete and not subject to any claim of mistake, and that the release herein expresses a full and complete release and Executive intends the release herein to be final and complete. Executive executes this release with the full knowledge that this release covers all possible claims against the Released Parties, to the fullest extent permitted by law and the terms of this General Release.
Appears in 1 contract
Samples: Executive Employment Agreement (REVA Medical, Inc.)
General Release by Executive. Subject In consideration of the benefits provided under Section 13 or 14, as applicable of the Employment Agreement by and between Xxxxx X. Xxxxx (“Executive”) and Dine Brands Global, Inc., a Delaware corporation (the “Corporation”), and subject to Section 6 2 below, Executive hereby releases and discharges forever the CompanyCorporation, and each of its parentsdivisions, affiliates and subsidiaries, and each of their present and former directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, divisions, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assigns, and all persons acting by, through, under or in concert with them (together with the Corporation, hereinafter collectively referred to as the “Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include any and all manner of action or actionsliabilities, cause or claims, demands, liens, causes of action, in law or in equitycharges, suits, debtscomplaints, liensgrievances, contracts, agreements, promises, liabilityobligations, claimscosts, demandslosses, damages, losses, costsinjuries, attorneys’ fees or expensesfees, and other legal responsibilities (collectively referred to as “Claims”), of any nature form whatsoever, known or unknownincluding, fixed or contingentbut not limited to, which Executive now has or may hereafter have against the Executive Released Partiesany claims in law, equity, contract, tort, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way arising out of, based upon, or related to his or her employment by or service as a director to any of the Executive Released Parties, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims arising under the Age Discrimination in California Labor Code, the California Civil Code, the California Business and Professions Code, the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, and as amended, the Americans With Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), as amended by the Older Workers Benefit Protection Act of 1990 (29 U.S.C. §§ 621, et seq.), the Xxxxxxxx-Xxxxx Act of 2002, the Employee Retirement Income Security ActAct of 1974, or any other local ordinance or federal or state statute, regulation or constitution, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, which Executive or Executive’s successors in interest now own or hold, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter or thing arising from any cause whatsoever prior to the California Consumer Credit Reporting Agencies Act, the California Fair Employment and Housing Act, the California Family Rights Act, the California WARN Act, the California Labor Code, California Business & Professions Code Section 17200date of execution of this release, and without limiting the California Family Military Leave Lawgenerality of the foregoing, from all claims, demands and causes of action based upon, relating to, or arising out of: (a) Executive’s employment relationship with the Corporation and/or any of the Executive Released Parties and the termination of that relationship; (b) Executive’s relationship as a shareholder, optionholder or holder of any interest whatsoever in any of the Executive Released Parties; (c) Executive’s relationship with any of the Executive Released Parties as a member of any boards of directors; and (d) any other type of relationship (business or otherwise) between Executive and any of the Executive Released Parties.
Appears in 1 contract
General Release by Executive. Subject to Section 6 below, (a) Executive hereby releases acquits, withdraws, retracts and forever discharges forever the Company, and each of its parents, affiliates and subsidiaries, and each of their present and former directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assigns, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the “Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include any and all claims, manner of action or actions, cause or causes of action, action (in law or in equity), suits, judgments, debts, liens, contracts, agreements, promises, liability, claimsliabilities, demands, damages, losses, costs, attorneys’ fees expenses or expenses, of any nature whatsoeverdisputes, known or unknown, fixed or contingent, which Executive now has directly or may hereafter have indirectly, personally or in a representative capacity, at any time against the Executive Released Parties, Company or any of themits agents, attorneys, assigns, heirs, executors, executives, administrators, committees, subsidiaries, affiliates, fiduciaries, trustees, beneficiaries, participants, personal and/or legal representatives and any benefit plans sponsored by the Company (the “Company Released Parties”) by reason of any act, omission, matter, cause, cause or thing whatsoever whatsoever, from the beginning of time to and including the date hereof. Without limiting the generality of the foregoingthis Agreement, Claims shall include: any claims in any way arising out ofwhether based on a constitution, based uponstatute, or related to his or her employment by or service as a director to any of the Executive Released Partiesregulation, or any of them, agreement or the termination thereofcommon law (“Company General Release”); any claim for wagesprovided, salaryhowever, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on nothing herein shall release the Company Released Parties from the Company’s rights to terminate his or her employment; and any alleged violation of any federal, state or local statute or ordinance includingobligations under this Agreement. This Company General Release includes, without limitation, Claims arising all claims, manner of actions, causes of action (in law or in equity), suits or requests for attorney’s fees and/or costs under the Age Discrimination in Employment Act, Executive Retirement Income Security Act of 1974; Title VII of the Civil Rights Act of 1964; the Americans with Disabilities Act; the Age Discrimination in Employment Act of 1967 (the “ADEA”); the Older Worker’s Benefits Protection Act (the “OWBPA”); the Rehabilitation Act of 1973; COBRA; the Occupational Safety and Health Act; the National Labor Relations Act; 42 U.S.C. §§ 1981 through 1988; any Federal, state or local law regarding retaliation for protected activity or interference with protected rights; and any state or local law, including, without limitation, the Georgia Constitution; and all claims under Georgia public policy or common law, including, without limitation, common law claims of outrageous conduct, intentional or negligent infliction of emotional distress, negligent hiring, breach of contract, breach of the covenant of good faith and fair dealing, promissory estoppel, negligence, wrongful termination of employment, interference with employment relationship, civil rights, fraud and deceit and all other claims of any type or nature, including all claims for damages, wages, compensation, vacation, reinstatement, medical expenses, punitive damages, and claims for attorneys’ fees. Except as set forth herein, Executive and the Employee Retirement Income Security ActCompany intend that this Company General Release shall discharge all claims against the Company and all other Company Released Parties to the full and maximum extent permitted by law, but not in excess of that permitted by law.
(b) Except as necessary to enforce the terms of this Agreement, or as otherwise permitted by law, Executive covenants and agrees not to sxx the Company or any other Company Released Party concerning any of the matters covered by this Agreement.
(c) Executive warrants and represents that Executive has filed no administrative action against the Company or any other Company Released Party with any local, state or Federal agency. Executive further warrants and represents that Executive is not a plaintiff or claimant in any lawsuit or any other action filed in any jurisdiction against the Company or any other Company Released Party.
(d) Executive acknowledges and agrees that, in regard to Executive’s release and waiver of claims under the ADEA and the OWBPA, as set forth in Section 4(a), Executive was informed that Executive does not waive age rights or claims that may arise after the date this Agreement is executed and that Executive has twenty-one (21) days after receiving this Agreement within which to consider this Agreement. If Executive executes this Agreement before the end of such twenty-one (21)-day period, then Executive acknowledges that Executive’s decision to do so was knowing, voluntary and not induced by fraud, misrepresentation or a threat to withdraw, alter or provide different terms prior to the expiration of such twenty-one (21)-day period. Executive further acknowledges that this Agreement is effective and enforceable against Executive upon Execution’s execution hereof, subject to Executive’s revocation of Executive’s release of any claim under the ADEA in accordance with Section 4(e) hereof. Executive further understands and acknowledges that if Executive revokes such release, this Agreement shall become null, void and of no effective, and Executive will lose all benefits under this Agreement, including, without limitation, the California Consumer Credit Reporting Agencies Actpayments and benefits contemplated by Section 2 hereof.
(e) Executive understands that Executive has seven (7) days following Executive’s execution of this Agreement to revoke Executive’s release of any claim under the ADEA in this Agreement. Executive further understands that, if Executive elects to revoke Executive’s release of any claim under the ADEA in this Agreement, Executive must provide notice to the Company as set forth in Section 7.9 hereof within the applicable period for revocation.
(f) Notwithstanding any provision of this Agreement (including the attachments and appendices hereto) which may be to the contrary, the California Fair Employment Company agrees that it will defend and Housing Actindemnify Executive against any legal action, proceeding, claim or charge, action and/or proceeding commenced by a third party (collectively referred to as a “Claim”) against Executive, individually and/or with others, to the California Family Rights Actsame and fullest extent that he would have been entitled to be defended and/or indemnified against same under any law, rule, regulation, statute, or under any Company by-law, policy, practice, rules, regulations or applicable insurance policy(s) in effect and/or applicable to the California WARN Act, period during which Executive was employed by the California Labor Code, California Business & Professions Code Section 17200Company and/or the date on which each such Claim is made or asserted. Provided further, and notwithstanding any other provision in this Agreement or the California Family Military Leave LawCompany General Release given by Executive hereunder to the contrary, nothing in this Agreement is intended to waive or release any rights and benefit entitlements which Executive may otherwise have arising out of his participation, if any, in any employee benefit, pension, retirement, deferred compensation, Savings and Investment or 401(k) plan(s), stock, option, equity plan(s), maintained by the Company during the term of Executive’s employment. The provisions of this Section 4(f) shall survive execution of this Agreement. The indemnification provisions of this Section 4(f) are not intended to enlarge Executive’s rights with respect to indemnification beyond those provided under any law, rule, regulation, statute, or under any Company by-law, policy, practice, rules, regulations or applicable insurance policy(s) in effect and/or applicable to the period during which Executive was employed by the Company and/or the date on which each such Claim is made or asserted.
Appears in 1 contract
Samples: Consulting and Separation Agreement (Verso Technologies Inc)
General Release by Executive. Subject In exchange for and in consideration of certain payments, benefits and other commitments described in this Agreement and in addition to Section 6 Executive’s other consideration expressed herein, Executive, on Executive’s own behalf and on behalf of Executive’s heirs, executors, administrators and assigns, hereby FULLY RELEASES, REMISES, ACQUITS AND FOREVER DISCHARGES the Released Persons (as defined below), jointly and severally, of and from all known and unknown claims, promises, causes of action, charges, complaints, demands, liabilities, obligations, agreements, controversies, damages, suits, entitlements, costs, losses, debts and expenses (including attorneys’ fees and legal expenses) or similar rights of any type that Executive hereby releases and discharges forever the Companycurrently may have (“Claims”) with respect to HFC, and each all of its parents, affiliates and subsidiaries, and each of their present current and former directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporationsparents, subsidiaries, related and affiliated companies and entitiesaffiliates, shareholdersdivisions, memberspartnerships or joint ventures and, partnerswith respect to each of them, representatives, their predecessors, successors and assigns; and, with respect to each such entity, all of its past, present and all future employees, officers, directors, stockholders, owners, representatives, assigns, attorneys, agents, insurers, employee benefit programs (and the trustees, administrators, fiduciaries and insurers of such programs) and any other persons acting by, through, under or in concert with them any of the persons or entities listed in this subsection and their successors (hereinafter collectively referred to as collectively, the “Released Persons”) that Executive Released Parties”)may now have, from and against all “Claims.” The “Claims” released herein include any and all manner has ever had, or hereafter may have, arising out of action or actions, cause relating to Executive’s employment with HFC or causes the termination of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent, which Executive now has or may hereafter have against the Executive Released Partiessuch employment, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time circumstances related thereto up to the date hereofof this Agreement. Without limiting the generality of the foregoingClaims may include, Claims shall include: any but are not limited to, claims in any way arising out of, based upon, or related to his or her employment by or service as a director to any of the Executive Released Parties, or any of them, or the termination thereof; any claim for wages, salaryseverance, back pay, front pay, commissions, bonuses, feesoverrides, incentive paymentsreimbursement, profit-sharing paymentsreinstatement, expense reimbursementsany kind of damages or benefits. Executive also releases any and all Claims Executive may have that arose prior to the date of this Agreement and hereby specifically waives and releases all Claims under the following statutes, leaveall as amended, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and any alleged violation of any and all state or local statutes, ordinances or regulations, including without limitation all Minnesota laws, ordinances and regulations, as well as all Claims arising under federal, state or local statute law, involving any tort, employment law, contract Claim, whether based upon an express or ordinance includingimplied contract, without limitationor statutory claim, Claims arising as well as any Claim under public policy or any other Claim of any nature, including the Age Discrimination in Employment Act, following:
(i) Title VII of the Civil Rights Act of 1964, ;
(ii) the Age Discrimination in Employment Act;
(iii) the Older Workers Benefit Protection Act;
(iv) the Family and Medical Leave Act;
(v) the Employee Americans With Disabilities Act;
(vi) the Equal Pay Act;
(vii) the Executive Retirement Income Security Act (“ERISA”);
(viii) the Civil Rights Act of 1991;
(ix) Section 1981 of U.S.C. Title 42;
(x) the Worker Adjustment and Retraining Notification Act, ;
(xi) the California Consumer National Labor Relations Act;
(xii) the Immigration Reform and Control Act;
(xiii) the Occupational Safety and Health Act;
(xiv) the Fair Credit Reporting Agencies Act, ;
(xv) the California Fair Employment and Housing Act, Genetic Information Nondiscrimination Act of 2008;
(xvi) the California Family Minnesota Human Rights Act;
(xvii) the Minnesota Equal Pay for Equal Work Law;
(xviii) the Minnesota Whistleblower Act;
(xix) the Minnesota Whistleblower Protection Laws;
(xx) the Minnesota Parental Leave Act; and
(xxi) all other state and local laws of Minnesota that may be lawfully waived by agreement. It is the express intent of the Parties that Executive’s waiver and release under this release be as broad and applicable as legally permissible to all aspects of Executive’s relationship to HFC including, but not limited to, Executive’s employment with HFC and Executive’s separation therefrom. The above release does not waive Claims (i) under this Agreement, (ii) for unemployment or workers’ compensation, (iii) for vested rights under ERISA-covered employee benefit plans, (iv) that may arise after Executive signs this Agreement, (v) regarding Executive’s rights to indemnification under HFC’s Bylaws and directors’ and officers’ insurance policies in accordance with their terms as in effect from time to time, (vi) rights in respect of equity awards that are vested on or immediately following the California WARN ActSeparation Date, including equity awards that vest in the California Labor Codeordinary course of business based on Executive’s continued service up to and including the Separation Date, California Business & Professions Code Section 17200which shall be treated in accordance with the terms of the applicable equity awards, and the California Family Military Leave Law(vii) which cannot be released by private agreement, including as set forth in Section 4.d hereof.
Appears in 1 contract
General Release by Executive. Subject to Section 6 belowExecutive unconditionally, Executive hereby irrevocably and absolutely releases and discharges forever the Company, and each any parent and subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of its parentsCompany, affiliates past and subsidiariespresent, and each of their present and former directorsas well as Company’s employees, officers, employees, trusteesdirectors, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assignsassigns (collectively, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the “Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include claims related in any way to the transactions or occurrences between them to date, to the fullest extent permitted by law, including, but not limited to, Executive’s employment with Company, the termination of Executive’s employment, and all manner of action or actionsother losses, cause or liabilities, claims, charges, demands and causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed suspected or contingentunsuspected, which Executive now has arising directly or may hereafter have against the Executive Released Parties, indirectly out of or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way connected with Executive’s employment with Company. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims arising out ofunder local state or federal law, based uponincluding, or related but not limited to his or her employment by or service as a director to any alleged violations of the Executive Released PartiesCalifornia Labor Code, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; California Fair Employment and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims arising under the Age Discrimination in Employment Housing Act, Title VII of the Civil Rights Act of 1964, and the Employee Retirement Income Security Americans with Disabilities Act, the California Consumer Credit Reporting Agencies Act, the California Fair Employment and Housing Act, the California Family Rights Act, the California WARN Act, the California Labor Code, California Business & Professions Code Section 17200, and the California Family Military Leave LawAge Discrimination in Employment Act of 1967, as amended, and all claims for attorneys’ fees, costs and expenses. Executive expressly waives Executive’s right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by Executive or on Executive’s behalf, related in any way to the matters released herein. However, this general release is not intended to bar any claims that, by statute, may not be waived, such as claims for workers’ compensation benefits, unemployment insurance benefits, statutory indemnity, any challenge to the validity of Executive’s release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this Separation Agreement; any claims for payment or benefits under the Separation Agreement; any claim or cause of action for indemnification pursuant to any applicable indemnification agreement, any D&O insurance policy applicable to Executive and/or Company’s certificates of incorporation, charter and by-laws or any claim for contribution or any rights Executive may have to vested benefits under any health and welfare plans or other employee benefit plans or programs sponsored by the Company. Executive acknowledges that Executive may discover facts or law different from, or in addition to, the facts or law that Executive knows or believes to be true with respect to the claims released in this Separation Agreement and agrees, nonetheless, that this Separation Agreement and the release contained in it shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them. Executive declares and represents that Executive intends this Separation Agreement to be complete and not subject to any claim of mistake, and that the release herein expresses a full and complete release and Executive intends the release herein to be final and complete. Executive executes this release with the full knowledge that this release covers all possible claims against the Released Parties, to the fullest extent permitted by law.
Appears in 1 contract
Samples: Executive Employment Agreement (Constellation Alpha Capital Corp.)
General Release by Executive. Subject to A. Executive understands and agrees that, by signing this Release, in exchange for the Separation Benefits that Executive will receive under Section 6 below2 of the Agreement, Executive hereby releases is waiving, releasing and discharges forever the Companydischarging, and promising not to xxx, Western Digital Corporation and each and all of its divisions, subsidiaries, parents, affiliates and subsidiariespredecessors, successors, assigns, and affiliated or related corporations and entities, past and present, including but not limited to Western Digital Technologies, Inc., Western Digital (Fremont), LLC, WD Media, LLC, and HGST, Inc., as well as each and all of its and their present and former directorsowners, trustees, officers, employeesdirectors, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entitiesmanagers, shareholders, members, partners, administrators, fiduciaries, representatives, predecessorsattorneys, successors assignees, successors, insurers, benefit plans, agents and assignsemployees, past and present, and all persons acting by, through, under or in concert with each of them (hereinafter collectively referred to as the collectively, “Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include with respect to any and all manner of action or claims, wages, demands, actions, cause or class actions, rights, liens, agreements, contracts, covenants, suits, causes of action, in law or in equitycharges, suitsgrievances, obligations, debts, lienscosts, contractsexpenses, agreementspenalties, promises, liability, claims, demandsattorneys’ fees, damages, lossesjudgments, costs, attorneys’ fees or expenses, orders and liabilities of any nature whatsoeverkind, known or unknown, fixed suspected or contingentunsuspected, which Executive now has and whether or may hereafter have against not concealed or hidden, arising out of or in any way connected with Executive’s employment relationship with, or the Executive ending of Executive’s employment with, any of the Released Parties, including but in no way limited to, any act or any of them, by reason of any matter, cause, omission committed or thing whatsoever from the beginning of time omitted prior to the date hereofof execution of this Release. Without limiting the generality This general release of the foregoingclaims includes, Claims shall include: but is in no way limited to, any and all wage and hour claims, claims in any way arising out offor wrongful discharge, based uponbreach of contract, violation of public policy, tort, or related to his or her employment by or service as a director to any of the Executive Released Parties, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and any alleged violation of any federalstatute, state constitution or local statute or ordinance includingregulation, without limitation, Claims arising including but not limited to any claim under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, and the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Employee Retirement Income Security ActAct of 1974 (“ERISA”), the Americans with Disabilities Act of 1990, the Older Workers Benefits Protection Act (“OWBPA”), the Fair Labor Standards Act (“FLSA”), the federal Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Cal-COBRA, the Immigration and Nationality Act Section 1324a, the federal Worker Adjustment and Retraining Notification Act (“WARN”), California Consumer Credit Reporting Agencies ActWARN Labor Code Sections 1400 et seq., the California Fair Employment and Housing ActAct (“FEHA”), the Family and Medical Leave Act of 1993 (“FMLA”) , the California Family Rights Act, the California WARN ActAct (“CFRA”), the California Labor CodeCode and Industrial Welfare Commission Wage Orders, California Business & Professions Code Section 17200or any other federal, state or local laws, regulations or ordinances, and any claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, or disability, and every type of relief (legal, equitable and otherwise) available to Executive, from the beginning of time to the date Executive signs this Release.
B. The foregoing release of claims does not extend to Executive’s right to receive (i) any vested rights or benefits under the terms of any “employee benefit plan,” as defined in Section 3(3) of ERISA or any Western Digital nonqualified deferred compensation plan; (ii) Executive’s vested rights, if any, under any stock option grant or stock award pursuant to the terms of such grant agreement or applicable equity award plan; (iii) indemnification under California Family Military Leave LawLabor Code § 2802 California Corporations Code §317, Western Digital’s by-laws, any indemnification agreement between Western Digital and Executive, or any other federal or state statute, law, regulation or provision that confers upon Executive a right to defense or indemnification arising out of the services he performed for Western Digital or any of the Releasees; (iv) claims under the ADEA that may arise after the date Executive signs this Release; or (v) any other rights or claims under applicable federal, state or local law that cannot be waived or released by private agreement as a matter of law. Executive understands that nothing in the Release shall preclude Executive from filing a claim for unemployment or workers compensation insurance. Executive understands that nothing in this Release or the Agreement shall preclude Executive from filing a charge or complaint with any state or federal government agency or to participate or cooperate in such a matter; Executive agrees, however, to waive and release any right to seek or receive monetary damages resulting from any such charge or complaint or any action or proceeding brought by such government agency.
C. This Release applies to claims or rights that Executive may possess either individually or as a class member, and Executive waives and releases any right to participate in or receive money or benefits from any class action settlement or judgment after the date this Release is signed that relates in any way to Executive’s employment with Western Digital.
D. This Release is binding on Executive’s heirs, family members, dependents, beneficiaries, executors, administrators, successors and assigns.
E. The obligations stated in this Release are intended as full and complete satisfaction of any and all claims the Executive has now, or has had in the past. By signing this Release, Executive specifically represents that Executive has made reasonable effort to become fully apprised of the nature and consequences of this Release, and that Executive understands that if any facts with respect to any matter covered by this Release are found to be different from the facts Executive now believes to be true, Executive accepts and assumes that risk and agrees that this Release shall be effective notwithstanding such differences. Executive expressly agrees that this Release shall extend and apply to all unknown, unsuspected and unanticipated injuries and damages.
F. Executive represents and warrants that neither Medicare nor Medicaid has made any payment
Appears in 1 contract
Samples: Separation and General Release Agreement (Western Digital Corp)
General Release by Executive. Subject to Section 6 belowIn exchange for and in consideration of certain payments, Executive hereby releases and discharges forever the Companybenefits, and each of its parents, affiliates and subsidiariesother commitments described in the Agreement, and each in addition to Executive’s other consideration expressed therein, Executive, on Executive’s own behalf and on behalf of their present and former directorsExecutive’s heirs, officers, employees, trustees, agents, attorneysexecutors, administrators, plansand assigns, plan administratorshereby FULLY RELEASES, insurersREMISES, parent corporationsACQUITS AND FOREVER DISCHARGES the Released Parties (as defined below), jointly and severally, of and from all known and unknown claims, promises, causes of action, charges, complaints, demands, liabilities, obligations, agreements, controversies, damages, suits, entitlements, costs, losses, debts and expenses (including attorneys’ fees and legal expenses) or similar rights of any type that Executive currently may have (“Claims”) with respect to Verisk, all of its current and former parents, subsidiaries, related and affiliated companies and entitiesaffiliates, shareholdersdivisions, memberspartnerships, partnersor joint ventures, representativesand, with respect to each of them, their predecessors, successors and assigns; and, with respect to each such entity, all of its past, present, and all future employees, officers, directors, stockholders, owners, representatives, assigns, attorneys, agents, insurers, employee benefit programs (and the trustees, administrators, fiduciaries, and insurers of such programs), and any other persons acting by, through, under or in concert with them any of the persons or entities listed in this subsection, and their successors (hereinafter collectively referred to as collectively, the “Executive Released Parties”)) that Executive may now have, from and against all “Claims.” The “Claims” released herein include has ever had, or hereafter may have, arising out of or relating to Executive’s employment with Verisk or the termination of such employment, or any circumstances related thereto. Claims may include, but are not limited to, Claims for wages, severance, back pay, front pay, commissions, bonuses, overrides, reimbursement, reinstatement, any kind of damages or benefits. Executive also releases any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent, which Claims Executive now has or may hereafter have against the Executive Released Parties, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time that arose prior to the date hereofof this Release, and hereby specifically waives and releases all Claims under the following statutes set forth below, all as amended, and any and all state or local statutes, ordinances, or regulations, including without limitation all New Jersey laws, ordinances, and regulations, as well as all Claims arising under federal, state or local law, involving any tort, employment law, contract Claim, whether based upon an express or implied contract, or statutory Claim, as well as any Claim under public policy or any other Claim of any nature. Without limiting the generality of the foregoing, Executive acknowledges that Executive knowingly and voluntarily waives and releases any and all Claims shall include: any claims in any way arising out of, based upon, or related to his or her employment by or service as a director to any of the Executive Released Parties, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims arising under the Age Discrimination in Employment ActAct (the “ADEA”) and Executive Order 11,141, which prohibit age discrimination in employment, as well as all Claims under the following:
(i) Title VII of the Civil Rights Act of 1964, and ;
(ii) The Civil Rights Act of 1991;
(iii) Sections 1981 through 1988 of Title 42 of the United States Code;
(iv) The Employee Retirement Income Security Act of 1974 (“ERISA”);
(v) The Immigration Reform and Control Act, the California Consumer ;
(vi) The Americans with Disabilities Act of 1990;
(vii) The Workers Adjustment and Retraining Notification Act;
(viii) The Occupational Safety and Health Act;
(ix) The Xxxxxxxx-Xxxxx Act of 2002;
(x) The Fair Credit Reporting Agencies Act, the California ;
(xi) The Fair Employment Labor Standards Act;
(xii) The Family and Housing Medical Leave Act, the California Family ;
(xiii) The Equal Pay Act;
(xiv) The New Jersey Civil Rights Act;
(xv) The New Jersey Law Against Discrimination;
(xvi) The New Jersey Family Leave Act;
(xvii) The New Jersey Fair Credit Reporting Act;
(xviii) The New Jersey Paid Sick Leave Act;
(xix) The New Jersey Smokers’ Rights Law:
(xx) The New Jersey Genetic Privacy Act;
(xxi) The New Jersey Statutory Provision Regarding Retaliation/Discrimination for Filing a Workers’ Compensation Claim;
(xxii) The New Jersey Public Employees’ Occupational Safety and Health Act;
(xxiii) New Jersey laws regarding Political Activities of Employees, the California WARN ActLie Detector Tests, the California Labor CodeJury Duty, California Business & Professions Code Section 17200Employment Protection, and the California Family Military Leave Discrimination;
(xxiv) The New Jersey Minimum Wage Law;
(xxv) Equal Pay Law for New Jersey; or
(xxvi) The New Jersey Conscientious Employee Protection Act.
Appears in 1 contract
General Release by Executive. Subject to Section 6 belowFor valuable consideration, the ---------------------------- receipt and adequacy of which are hereby acknowledged, Executive, acting on behalf of himself and all Executive Releasees, does hereby releases release and discharges forever discharge the Company"Company Releasees" herein, consisting of the Company and each of its parents, affiliates and respective subsidiaries, and each of their present and former affiliates, successors, agents, directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assigns, and all persons acting by, through, under under, or in concert with them (hereinafter collectively referred to as the “Executive Released Parties”)them, or any of them, of and from and against all “Claims.” The “Claims” released herein include any and all manner of action or actions, cause causes or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilityliabilities, claims, demands, damages, losses, costs, attorneys’ fees costs or expenses, of any nature whatsoever, known or unknown, fixed or contingentcontingent (hereinafter called "Claims"), which Executive they now has have or may hereafter have against the Executive Released Parties, or any of them, Company Releasees by reason of any matterand all acts, causeomissions, events or thing whatsoever from the beginning of time facts occurring or existing prior to the date hereof, except as expressly provided herein. Without limiting the generality The Claims released hereunder include, without limitation, any alleged breach of the foregoing, Claims shall include: any claims in any way arising out of, based upon, or related to his or her employment by or service as a director to any of the Executive Released Parties, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefitsagreement; any alleged breach of any covenant of good faith and fair dealing, express or implied contract of employmentimplied; any alleged torts or other alleged legal restrictions on relating to the Company’s rights to terminate his or her employmentExecutive's employment and the termination thereof; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, and the Employee Retirement Income Security Actas amended, the California Consumer Credit Reporting Agencies ActFederal Age Discrimination in Employment Act of 1967, as amended, and the California Fair Employment and Housing Act, the California Family Rights Act, the California WARN Act, . This Release shall not apply to (i) Executive's rights to indemnification under Section 2802 of the California Labor Code, Section 317 of the California Business & Professions Corporations Code Section 17200, and the California Family Military Leave Law.Company's Bylaws, or (ii) Executive's rights under this Agreement, or (iii) Executive's rights as a stockholder of the Company. EXHIBIT 10.22 -------------
Appears in 1 contract
General Release by Executive. Subject In consideration of the benefits provided under Section 13 or 14, as applicable of the Employment Agreement by and between [Executive Name] (“Executive”)and DineEquity, Inc., a Delaware corporation, and subject to Section 6 2 below, Executive hereby releases and discharges forever the CompanyCorporation, and each of its parentsdivisions, affiliates and subsidiaries, and each of their present and former directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, divisions, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assigns, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the “Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include any and all manner of action or actionsliabilities, cause or claims, demands, liens, causes of action, in law or in equitycharges, suits, debtscomplaints, liensgrievances, contracts, agreements, promises, liabilityobligations, claimscosts, demandslosses, damages, losses, costsinjuries, attorneys’ fees or expensesfees, and other legal responsibilities (collectively referred to as “Claims”), of any nature form whatsoever, known or unknownincluding, fixed or contingentbut not limited to, which Executive now has or may hereafter have against the Executive Released Partiesany claims in law, equity, contract, tort, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way arising out of, based upon, or related to his or her employment by or service as a director to any of the Executive Released Parties, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims arising under the Age Discrimination in California Labor Code, the California Civil Code, the California Business and Professions Code, the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, and as amended, the Americans With Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), as amended by the Older Workers Benefit Protection Act of 1990 (29 U.S.C. §§ 621, et seq.), the Xxxxxxxx-Xxxxx Act of 2002, the Employee Retirement Income Security ActAct of 1974, or any other local ordinance or federal or state statute, regulation or constitution, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, which Executive or Executive’s successors in interest now own or hold, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter or thing arising from any cause whatsoever prior to the California Consumer Credit Reporting Agencies Act, the California Fair Employment and Housing Act, the California Family Rights Act, the California WARN Act, the California Labor Code, California Business & Professions Code Section 17200date of execution of this Agreement, and without limiting the California Family Military Leave Lawgenerality of the foregoing, from all claims, demands and causes of action based upon, relating to, or arising out of: (a) Executive’s employment relationship with the Corporation and/or any of the Executive Released Parties and the termination of that relationship; (b) Executive’s relationship as a shareholder, optionholder or holder of any interest whatsoever in any of the Executive Released Parties; and (c) Executive’s relationship with any of the Executive Released Parties as a member of any boards of directors.
Appears in 1 contract
General Release by Executive. Subject Executive, for Executive and for Executive’s heirs, executors, administrators, successors and assigns (referred to Section 6 belowcollectively as “Releasors”) hereby irrevocably and unconditionally, Executive hereby and knowingly and voluntarily, waives, terminates, cancels, releases and discharges forever the Company, and each of its parentssubsidiaries, affiliates and subsidiariesrelated entities, and any and all of their respective predecessors, successors, assigns and employee benefit plans, together with each of their present respective owners, assigns, agents, directors, general and former limited partners, shareholders, directors, officers, employees, attorneys, advisors, trustees, agents, attorneysfiduciaries, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, agents or representatives, predecessors, and any of their predecessors and successors and assignseach of their estates, heirs and all persons acting byassigns (collectively, through, under or in concert with them (hereinafter collectively referred to as the “Executive Released PartiesCompany Releasees”), ) from and against all “Claims.” The “Claims” released herein include any and all manner of action or actionscharges, cause or allegations, complaints, claims, liabilities, obligations, promises, agreements, causes of action, in law or in equityrights, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damagescosts, losses, costs, attorneys’ fees or expenses, debts and expenses of any nature whatsoever, including those arising from or related to the Severance Agreement and/or Executive’s Change in Control and Severance Agreement dated February 13, 2017, known or unknown, fixed suspected or contingentunsuspected (collectively, “Claims”) which Executive or the Releasors ever had, now has have, may have, or hereafter can, will or may hereafter have against the Executive Released Parties(either directly, indirectly, derivatively or in any of them, other representative capacity) by reason of any matter, cause, fact or thing cause whatsoever against the Company or any of the other Company Releasees: (a) from the beginning of time to the date hereof. Without limiting the generality of the foregoingupon which Executive signs this Release/Amendment, Claims shall include: any claims in any way (b) arising out of, based uponor relating to, Executive’s employment with the Company and/or the termination of Executive’s employment; or (c) arising out of or related to his any agreement or her employment by arrangement between Executive and/or any Company Releasees. This Release includes, without limitation, all claims for attorneys’ fees and punitive or service as a director to any of the Executive Released Parties, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; consequential damages and any alleged violation of all claims arising under any federal, state or and/or local statute or ordinance labor, employment, whistleblower and/or anti-discrimination laws and/or regulations, including, without limitation, Claims arising under the Age Discrimination in Employment ActAct of 1967 (“ADEA”), Title VII of the Civil Rights Act of 1964, and the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the California Consumer Credit Reporting Agencies Family and Medical Leave Act, the California Fair Employment and Housing Civil Rights Act of 1991, the Equal Pay Act, the California Family Rights Immigration and Reform Control Act, the California WARN Uniform Services Employment and Re-Employment Act, the California Labor CodeRehabilitation Act of 1973, California Business Executive Order 11246, the Xxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Worker Adjustment Retraining and Notification Act and the Family Medical Leave Act, the Massachusetts Fair Employment Practices Statute (M.G.L. c. 151B § 1, et seq.), the Massachusetts Equal Rights Act (M.G.L. c. 93, §102), the Massachusetts Civil Rights Act (M.G.L. c. 12, §§ 11H & Professions Code Section 1720011I), the Massachusetts Privacy Statute (M.G.L. c. 214, § 1B), the Massachusetts Sexual Harassment Statute (M.G.L. c. 214, § 1C), the Massachusetts Wage Act (M.G.L. c. 149 § 148, et seq.), the Massachusetts Minimum Fair Wages Act (M.G.L. c. 151 § 1, et seq.), the Massachusetts Equal Pay Act (M.G.L. c. 149, § 105A), and any similar Massachusetts or other state or federal statute, including all amendments to any of the California Family Military Leave Lawaforementioned acts or under any common law or equitable theory including, but not limited to, tort, breach of contract, fraud, fraudulent inducement, promissory estoppel or defamation, and violations of any other federal, state, or municipal fair employment statutes or laws, including, without limitation, violations of any other law, rule, regulation, or ordinance pertaining to employment, wages, compensation, hours worked, or any other matters related in any way to the foregoing; provided, however, that nothing in this Release shall release or impair any rights that cannot be waived under applicable law.
Appears in 1 contract
General Release by Executive. Subject to Section 6 belowIn exchange for and in consideration of certain payments, Executive hereby releases and discharges forever the Companybenefits, and each of its parents, affiliates and subsidiariesother commitments described in this Agreement, and each in addition to Executive’s other consideration expressed herein, Executive, on Executive’s own behalf and on behalf of their present and former directorsExecutive’s heirs, officers, employees, trustees, agents, attorneysexecutors, administrators, plansand assigns, plan administratorshereby FULLY RELEASES, insurersREMISES, parent corporationsACQUITS AND FOREVER DISCHARGES the Released Parties (as defined below), jointly and severally, of and from all known and unknown claims, promises, causes of action, charges, complaints, demands, liabilities, obligations, agreements, controversies, damages, suits, entitlements, costs, losses, debts and expenses (including attorneys’ fees and legal expenses) or similar rights of any type that Executive currently may have (“Claims”) with respect to Verisk, all of its current and former parents, subsidiaries, related and affiliated companies and entitiesaffiliates, shareholdersdivisions, memberspartnerships, partnersor joint ventures, representativesand, with respect to each of them, their predecessors, successors and assigns; and, with respect to each such entity, all of its past, present, and all future employees, officers, directors, stockholders, owners, representatives, assigns, attorneys, agents, insurers, employee benefit programs (and the trustees, administrators, fiduciaries, and insurers of such programs), and any other persons acting by, through, under or in concert with them any of the persons or entities listed in this subsection, and their successors (hereinafter collectively referred to as collectively, the “Executive Released Parties”)) that Executive may now have, from and against all “Claims.” The “Claims” released herein include any and all manner has ever had, or hereafter may have, arising out of action or actions, cause relating to Executive’s employment with Verisk or causes the termination of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent, which Executive now has or may hereafter have against the Executive Released Partiessuch employment, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time circumstances related thereto up to the date hereofof this Agreement. Without limiting the generality of the foregoingClaims may include, Claims shall include: any but are not limited to, claims in any way arising out of, based upon, or related to his or her employment by or service as a director to any of the Executive Released Parties, or any of them, or the termination thereof; any claim for wages, salaryseverance, back pay, front pay, commissions, bonuses, feesoverrides, incentive paymentsreimbursement, profit-sharing paymentsreinstatement, expense reimbursementsany kind of damages or benefits. Executive also releases any and all Claims Executive may have that arose prior to the date of this Agreement, leaveand hereby specifically waives and releases all Claims under the following statutes, vacationall as amended, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and any alleged violation of any and all state or local statutes, ordinances, or regulations, including without limitation all New Jersey laws, ordinances, and regulations, as well as all Claims arising under federal, state or local statute law, involving any tort, employment law, contract Claim, whether based upon an express or ordinance includingimplied contract, without limitationor statutory claim, Claims arising as well as any Claim under public policy or any other Claim of any nature, including the Age Discrimination in Employment Act, following:
i) Title VII of the Civil Rights Act of 1964, and ;
ii) The Civil Rights Act of 1991;
iii) Sections 1981 through 1988 of Title 42 of the United States Code;
iv) The Employee Retirement Income Security Act of 1974 (“ERISA”);
v) The Immigration Reform and Control Act, the California Consumer ;
vi) The Americans with Disabilities Act of 1990;
vii) The Age Discrimination in Employment Act of 1967;
viii) The Workers Adjustment and Retraining Notification Act;
ix) The Occupational Safety and Health Act;
x) The Xxxxxxxx-Xxxxx Act of 2002;
xi) The Fair Credit Reporting Agencies Act, the California ;
xii) The Fair Employment Labor Standards Act;
xiii) The Family and Housing Medical Leave Act, the California Family ;
xiv) The Equal Pay Act;
xv) The New Jersey Civil Rights Act;
xvi) The New Jersey Law Against Discrimination;
xvii) The New Jersey Family Leave Act;
xviii) The New Jersey Fair Credit Reporting Act;
xix) The New Jersey Paid Sick Leave Act;
xx) The New Jersey Smokers’ Rights Law:
xxi) The New Jersey Genetic Privacy Act;
xxii) The New Jersey Statutory Provision Regarding Retaliation/Discrimination for Filing a Workers’ Compensation Claim;
xxiii) The New Jersey Public Employees’ Occupational Safety and Health Act;
xxiv) New Jersey laws regarding Political Activities of Employees, the California WARN ActLie Detector Tests, the California Labor CodeJury Duty, California Business & Professions Code Section 17200Employment Protection, and the California Family Military Leave Discrimination;
xxv) The New Jersey Minimum Wage Law;
xxvi) Equal Pay Law for New Jersey; or
xxvii) The New Jersey Conscientious Employee Protection Act.
Appears in 1 contract
General Release by Executive. Subject to Section 6 belowExecutive unconditionally, Executive hereby irrevocably and absolutely releases and discharges forever the Company, and each any parent and subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of its parentsthe Company, affiliates past and subsidiariespresent, and each of their present and former directorsas well as the Company’s employees, officers, employees, trusteesdirectors, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assignsassigns (collectively, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the “Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include claims related in any way to the transactions or occurrences between them to date, to the fullest extent permitted by law, including, but not limited to, Executive’s employment with the Company, the termination of Executive’s employment, and all manner of action or actionsother losses, cause or liabilities, claims, charges, demands and causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed suspected or contingentunsuspected, which Executive now has arising directly or may hereafter have against the Executive Released Parties, indirectly out of or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way connected with Executive’s employment with the Company. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims arising out ofunder local state or federal law, based uponincluding, or related but not limited to his or her employment by or service as a director to any alleged violations of the Executive Released PartiesCalifornia Labor Code, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; California Fair Employment and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims arising under the Age Discrimination in Employment Housing Act, Title VII of the Civil Rights Act of 1964, and the Employee Retirement Income Security Americans with Disabilities Act, the California Consumer Credit Reporting Agencies Act, the California Fair Employment and Housing Act, the California Family Rights Act, the California WARN Act, the California Labor Code, California Business & Professions Code Section 17200, and the California Family Military Leave LawAge Discrimination in Employment Act of 1967, as amended, and all claims for attorneys’ fees, costs and expenses. Executive expressly waives Executive’s right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by Executive or on Executive’s behalf, related in any way to the matters released herein. However, this general release is not intended to bar any claims that, by statute, may not be waived, such as claims for workers’ compensation benefits, unemployment insurance benefits, statutory indemnity, any challenge to the validity of Executive’s release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this General Release Agreement; any claims for payment or benefits under the Executive Employment Agreement made effective as of September 21, 2015 by and between the Company and the Executive; any claim or cause of action for indemnification pursuant to any applicable indemnification agreement, any D&O insurance policy applicable to Executive and/or the Company’s certificates of incorporation, charter and by-laws or any claim for contribution or any rights Executive may have to vested benefits under any health and welfare plans or other employee benefit plans or programs sponsored by the Company. Executive acknowledges that Executive may discover facts or law different from, or in addition to, the facts or law that Executive knows or believes to be true with respect to the claims released in this General Release and agrees, nonetheless, that this General Release shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them. Executive declares and represents that Executive intends this General Release to be complete and not subject to any claim of mistake, and that the release herein expresses a full and complete release and Executive intends the release herein to be final and complete. Executive executes this release with the full knowledge that this release covers all possible claims against the Released Parties, to the fullest extent permitted by law and the terms of this General Release.
Appears in 1 contract
Samples: Executive Employment Agreement (REVA Medical, Inc.)
General Release by Executive. Subject to Section 6 belowIn exchange for and in consideration of certain payments, Executive hereby releases and discharges forever the Companybenefits, and each of its parents, affiliates and subsidiariesother commitments described in the Agreement, and each in addition to Executive’s other consideration expressed therein, Executive, on Executive’s own behalf and on behalf of their present and former directorsExecutive’s heirs, officers, employees, trustees, agents, attorneysexecutors, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assigns, hereby FULLY RELEASES, REMISES, ACQUITS AND FOREVER DISCHARGES Verisk, jointly and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the “Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expensesseverally, of any nature whatsoeverand from all claims that Executive may now have, known has ever had, or unknownhereafter may have, fixed arising out of or contingent, which Executive now has relating to Executive’s employment with Verisk or may hereafter have against the Executive Released Partiestermination of such employment, or any of themcircumstances related thereto. Claims may include, by reason of any matterbut are not limited to, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way arising out of, based upon, or related to his or her employment by or service as a director to any of the Executive Released Parties, or any of them, or the termination thereof; any claim for wages, salaryseverance, back pay, front pay, commissions, bonuses, feesoverrides, incentive paymentsreimbursement, profit-sharing paymentsreinstatement, expense reimbursementsany kind of damages or benefits. Executive also releases any and all claims Executive may have that arose prior to the date of this Release, leaveand hereby specifically waives and releases all claims under the following statutes, vacationall as amended, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and any alleged violation of any and all state or local statutes, ordinances, or regulations, including without limitation all New Jersey laws, ordinances, and regulations, as well as all claims arising under federal, state or local statute law, involving any tort, employment law, contract claim, whether based upon an express or ordinance includingimplied contract, without limitationor statutory claim, Claims arising as well as any claim under the Age Discrimination in Employment Act, public policy or any other claim of any nature:
(i) Title VII of the Civil Rights Act of 1964, and ;
(ii) The Civil Rights Act of 1991;
(iii) Sections 1981 through 1988 of Title 42 of the United States Code;
(iv) The Employee Retirement Income Security Act of 1974;
(v) The Immigration Reform and Control Act, the California Consumer ;
(vi) The Americans with Disabilities Act of 1990;
(vii) The Age Discrimination in Employment Act of 1967;
(viii) The Workers Adjustment and Retraining Notification Act;
(ix) The Occupational Safety and Health Act;
(x) The Xxxxxxxx-Xxxxx Act of 2002;
(xi) The Fair Credit Reporting Agencies Act, the California ;
(xii) The Fair Employment Labor Standards Act;
(xiii) The Family and Housing Medical Leave Act, the California Family ;
(xiv) The Equal Pay Act;
(xv) The New Jersey Civil Rights Act;
(xvi) The New Jersey Law Against Discrimination;
(xvii) The New Jersey Family Leave Act;
(xviii) The New Jersey Fair Credit Reporting Act;
(xix) The New Jersey Paid Sick Leave Act;
(xx) The New Jersey Smokers’ Rights Law:
(xxi) The New Jersey Genetic Privacy Act;
(xxii) The New Jersey Statutory Provision Regarding Retaliation/Discrimination for Filing a Workers’ Compensation Claim;
(xxiii) The New Jersey Public Employees’ Occupational Safety and Health Act;
(xxiv) New Jersey laws regarding Political Activities of Employees, the California WARN ActLie Detector Tests, the California Labor CodeJury Duty, California Business & Professions Code Section 17200Employment Protection, and the California Family Military Leave Discrimination;
(xxv) The New Jersey Minimum Wage Law;
(xxvi) Equal Pay Law for New Jersey; or
(xxvii) The New Jersey Conscientious Employee Protection Act.
Appears in 1 contract
Samples: Transition and Consulting Agreement (Verisk Analytics, Inc.)
General Release by Executive. Subject In consideration of the payments and benefits provided to Section 6 belowthe Executive under this Retirement Agreement, the Executive and each of the Executive’s respective heirs, executors, administrators, legal representatives, agents, successors, beneficiaries, and assigns (collectively, the “Executive Releasors”) hereby releases irrevocably and discharges unconditionally release and forever discharge the CompanyCompany and any of its subsidiaries, affiliates, predecessors and employee benefit plans, and each of its parentsthe foregoing entities’ officers, affiliates and subsidiaries, and each of their present and former directors, officersstockholders, investors, partners, managers, principals, members, committees, administrators, sponsors, executors, trustees, fiduciaries, employees, trustees, agents, assigns, representatives and attorneys, administratorsin their personal and representative capacities (collectively, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assigns, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the “Executive Company Released Parties”)) from, from and against all “Claims.” The “Claims” released herein include waive, any and all manner of action or claims, actions, cause or causes of action, in law or in equitylawsuits, suitscomplaints, debtspetitions, liensrights, contractsjudgments, agreementsobligations, promiseslosses, liabilitydamages, claimscharges, demands, damagesaccountings, lossesliabilities, costs, attorneys’ fees or expensesindebtedness, of any nature whatsoeverwhatever kind or character, whether known or unknownunknown (collectively, fixed or contingentthe “Claims”), which Executive now has or may hereafter have against the Executive Released Parties, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way arising out of, based upon, or related to his or her employment by or service as a director to any of the Executive Released Parties, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and any alleged violation of any federal, state or local statute or ordinance including, including without limitation, any Claims arising under under: (i) the common law (tort, contract or other) of any jurisdiction, (ii) the Rehabilitation Act of 1973, the Age Discrimination in Employment Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, and any other federal, state and local statutes, ordinances, executive orders and regulations prohibiting discrimination or retaliation upon the basis of age, race, sex, national original, religion, disability, or other unlawful factor, (iii) the National Labor Relations Act, (iv) the Employee Retirement Income Security Act, (v) the California Consumer Credit Reporting Agencies Family and Medical Leave Act, (vi) the California Fair Employment and Housing Labor Standards Act, (vii) the California Family Rights Equal Pay Act, (viii) the California WARN Worker Adjustment and Retraining Notification Act, and (ix) any other federal, state or local law; that the California Labor CodeExecutive Releasors may have, California Business & Professions Code Section 17200or in the future may possess, arising from the Executive’s employment with the Company, including the Employment Agreement and the termination thereof, and any other acts or omissions occurring on or before (A) the California Family Military Leave Lawdate the Executive signs this Retirement Agreement and (B) the Retirement Date; provided, however, that this Retirement Agreement shall not operate to release (x) any Claims that the Executive may have to payments or benefits under Section 2, above, (y) any Claims that the Executive may have to indemnification under any indemnification agreement or the bylaws or any directors and officers liability insurance policy of the Company or any of its affiliates, including without limitation that certain Indemnification Agreement dated June 19, 2014 between the Company and the Executive, and (z) any Claims based on acts or omissions occurring after the Retirement Date (collectively, the “Unreleased Executive Claims”). The Executive promises to not bring any Claims (other than Unreleased Executive Claims) against any of the Company Released Parties in or before any court or arbitral authority. Each of the Company Released Parties is an intended beneficiary of the release set forth in this Section 3(a) and Section 3(b).
Appears in 1 contract
Samples: Executive Retirement Agreement (Independence Contract Drilling, Inc.)
General Release by Executive. Subject to Section 6 belowExecutive, Executive for himself and for his heirs, executors, administrators and assigns, does hereby releases knowingly and discharges forever voluntarily, fully and forever, release, acquit and discharge the Company, its subsidiaries and each of its parentstheir respective successors, affiliates and subsidiaries, and each of their present and former directorsassigns, officers, employeesdirectors, trusteesshareholders, agents, attorneysattorneys and employees and the respective heirs, executors, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assignsassigns thereof (collectively, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the “Executive Released "Company Parties”), ") from and against all “Claims.” The “Claims” released herein include any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, liabilities, judgments, actions and causes of any nature whatsoeveraction, known or unknown, fixed or contingentincluding claims for attorneys' fees, which Executive now has or may hereafter in the future have against the Executive Released Parties, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way arising out of, based upon, or related to his or her employment by or service as a director to any of the Executive Released Parties, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and any alleged violation of under any federal, state or local statute statutory or ordinance includingcommon law or agreement or contract, without limitationwhether in law or in equity, Claims whether in any federal or state court or arbitral body or before any administrative agency of any federal, state, county or municipal government, relating directly or indirectly to, or resulting directly or indirectly from, (i) Executive's employment with or service as an officer of the Company or any subsidiary of the Company and the termination of his employment and service as an officer with the Company or any subsidiary; (ii) all claims relating to or arising out of the terms and conditions of any such employment or the terms and conditions of the Employment Agreement, (iii) all alleged wrongful terminations, breaches of contract and/or personal injury claims of any description; or (iv) any other matters relating to Executive's past or present relationship with any of the Company Parties, including but not limited to all claims under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, all claims under the Fair Labor Standards Act, all claims under the Equal Pay Act, all claims under Ohio Revised Code Sections 4112.01 through 4112.99, all claims under the Worker Adjustment and Retraining Notice Act (WARN), all claims under the Americans with Disabilities Act, all claims under the Family and Medical Leave Act, all claims under the Occupational Safety and Health Act, and all claims arising under the Age Discrimination in Employment Act of 1967 and the Employee Retirement Income Security Older Workers' Benefit Protection Act, all as amended. Notwithstanding the California Consumer Credit Reporting Agencies Actforegoing, Executive does not release any of the following claims or rights:
(a) Any right to enforce this Agreement or the option agreements between Executive and the Company;
(b) All rights of Executive under and pursuant to the terms of Company employee benefit plans in which he is or was a participant and has vested rights thereunder, including rights under the Stock Option Agreement dated as of February 19, 2001 pursuant to which he received an option to purchase 88,767 common shares of the Company, the California Fair Employment and Housing ActStock Option Agreement dated as of February 19, 2001 pursuant to which he received an option to purchase 1,325 common shares of the Company, the California Family Rights ActStock Option Agreement dated as of February 19, 2001 pursuant to which he received an option to purchase 100,000 common shares of the California WARN Act, the California Labor Code, California Business & Professions Code Section 17200Company, and the California Family Military Leave Law.Stock Option Agreement dated December 26, 2001 pursuant to which he received an option to purchase 150,000 common shares of the Company; and
(c) Any right to indemnification in accordance with the articles of incorporation, code of regulations, or other corporate governance document of the Company or its subsidiaries or any applicable insurance policy with respect to any liability Executive has or might have incurred as an employee, officer, or director of the Company or its subsidiaries
Appears in 1 contract
Samples: Employment Separation Agreement (Barry R G Corp /Oh/)
General Release by Executive. Subject to Section 6 below, (a) Executive hereby releases acquits, withdraws, retracts and forever discharges forever the Company, and each of its parents, affiliates and subsidiaries, and each of their present and former directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assigns, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the “Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include any and all claims, manner of action or actions, cause or causes of action, action (in law or in equity), suits, judgments, debts, liens, contracts, agreements, promises, liability, claimsliabilities, demands, damages, losses, costs, attorneys’ fees expenses or expenses, of any nature whatsoeverdisputes, known or unknown, fixed or contingent, which Executive now has directly or may hereafter have indirectly, personally or in a representative capacity, at any time against the Executive Released Parties, Company or any of themits agents, attorneys, assigns, heirs, executors, executives, administrators, committees, subsidiaries, affiliates, fiduciaries, trustees, beneficiaries, participants, personal and/or legal representatives and any benefit plans sponsored by the Company (the “Company Released Parties”) by reason of any act, omission, matter, cause, cause or thing whatsoever whatsoever, from the beginning of time to and including the date hereof. Without limiting the generality of the foregoingthis Agreement, Claims shall include: any claims in any way arising out ofwhether based on a constitution, based uponstatute, or related to his or her employment by or service as a director to any of the Executive Released Partiesregulation, or any of them, agreement or the termination thereofcommon law (“Company General Release”); any claim for wagesprovided, salaryhowever, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on nothing herein shall release the Company Released Parties from the Company’s rights to terminate his obligations under this Agreement or her employment; and any alleged violation of any federal, state or local statute or ordinance includingunder the Employment Agreement. This Company General Release includes, without limitation, Claims arising all claims, manner of actions, causes of action (in law or in equity), suits or requests for attorney’s fees and/or costs under the Age Discrimination in Employment Act, Executive Retirement Income Security Act of 1974; Title VII of the Civil Rights Act of 1964; the Americans with Disabilities Act; the Age Discrimination in Employment Act of 1967 (the “ADEA”); the Older Worker’s Benefits Protection Act (the “OWBPA”); the Rehabilitation Act of 1973; COBRA; the Occupational Safety and Health Act; the National Labor Relations Act; 42 U.S.C. §§ 1981 through 1988; any Federal, state or local law regarding retaliation for protected activity or interference with protected rights; and any state or local law, including, without limitation, the Georgia Constitution; and all claims under Georgia public policy or common law, including, without limitation, common law claims of outrageous conduct, intentional or negligent infliction of emotional distress, negligent hiring, breach of contract, breach of the covenant of good faith and fair dealing, promissory estoppel, negligence, wrongful termination of employment, interference with employment relationship, civil rights, fraud and deceit and all other claims of any type or nature, including all claims for damages, wages, compensation, vacation, reinstatement, medical expenses, punitive damages, and claims for attorneys’ fees. Subject to the Employee Retirement Income Security Actforegoing, Executive and the Company intend that this Company General Release shall discharge all claims against the Company and all other Company Released Parties to the full and maximum extent permitted by law, but not in excess of that permitted by law.
(b) Except as necessary to enforce the terms of this Agreement, or as otherwise permitted by law, Executive covenants and agrees not to sxx the Company or any other Company Released Party concerning any of the matters covered by this Agreement.
(c) Executive warrants and represents that Executive has filed no administrative action against the Company or any other Company Released Party with any local, state or Federal agency. Executive further warrants and represents that Executive is not a plaintiff or claimant in any lawsuit or any other action filed in any jurisdiction against the Company or any other Company Released Party.
(d) Executive acknowledges and agrees that, in regard to Executive’s release and waiver of claims under the ADEA and the OWBPA, as set forth in Section 6(a), Executive was informed that Executive does not waive age rights or claims that may arise after the date this Agreement is executed and that Executive has twenty-one (21) days after receiving this Agreement within which to consider this Agreement. If Executive executes this Agreement before the end of such twenty-one (21)-day period, then Executive acknowledges that Executive’s decision to do so was knowing, voluntary and not induced by fraud, misrepresentation or a threat to withdraw, alter or provide different terms prior to the expiration of such twenty-one (21)-day period. Executive further acknowledges that this Agreement is effective and enforceable against Executive upon Execution’s execution hereof, subject to Executive’s revocation of Executive’s release of any claim under the ADEA in accordance with Section 6(e) hereof. Executive further understands and acknowledges that if Executive revokes such release, this Agreement shall become null, void and of no effective, and Executive will lose all benefits under this Agreement to the extent permitted by law.
(e) Executive understands that Executive has seven (7) days following Executive’s execution of this Agreement to revoke Executive’s release of any claim under the ADEA in this Agreement. Executive further understands that, if Executive elects to revoke Executive’s release of any claim under the ADEA in this Agreement, Executive must provide notice to the Company as set forth in Section 10.8 hereof within the applicable period for revocation.
(f) Notwithstanding any provision of this Agreement which may be to the contrary, the California Consumer Credit Reporting Agencies ActCompany agrees that it will defend and indemnify Executive against any legal action, proceeding, claim or charge, action and/or proceeding commenced by a third party (collectively referred to as a “Claim”) against Executive, individually and/or with others, to the California Fair Employment same and Housing Actfullest extent that she would have been entitled to be defended and/or indemnified against same under any law, rule, regulation, statute, or under any Company by-law, policy, practice, rules, regulations, indemnity agreement or applicable insurance policy(s) in effect and/or applicable to the California Family Rights Act, period during which Executive was employed by the California WARN Act, Company and/or the California Labor Code, California Business & Professions Code Section 17200date on which each such Claim is made or asserted. Provided further, and notwithstanding any other provision in this Agreement or the California Family Military Leave LawCompany General Release given by Executive hereunder to the contrary, nothing in this Agreement is intended to waive or release any rights and benefit entitlements which Executive may otherwise have arising out of her participation, if any, in any employee benefit, pension, retirement, deferred compensation, Savings and Investment or 401(k) plan(s), stock, option, equity plan(s), maintained by the Company during the term of Executive’s employment. The provisions of this Section 6(f) shall survive execution of this Agreement. The indemnification provisions of this Section 6(f) are not intended to enlarge Executive’s rights with respect to indemnification beyond those provided under any law, rule, regulation, statute, or under any Company by-law, policy, practice, rules, regulations, indemnity agreement or applicable insurance policy(s) in effect and/or applicable to the period during which Executive was employed by the Company and/or the date on which each such Claim is made or asserted.
Appears in 1 contract
Samples: Consulting and Separation Agreement (Verso Technologies Inc)
General Release by Executive. Subject (a) The Executive agrees that the payments and benefits provided herein are in full satisfaction of all obligations of the Company to Section 6 below, the Executive hereby releases and discharges forever the Company, and each arising out of its parents, affiliates and subsidiaries, and each of their present and former directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assigns, and all persons acting by, through, under or in concert connection with them (hereinafter collectively referred to as the “Executive Released Parties”), from Executive's employment and against all “Claims.” The “Claims” released herein include any and all manner termination of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent, which Executive now has or may hereafter have against the Executive Released Parties, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way arising out of, based upon, or related to his or her employment by or service as a director to any of the Executive Released Parties, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims all salary, bonuses, accrued vacation, sick pay, and reimbursement of expenses and two weeks salary as standard termination notice period, and that the payments and benefits provided herein constitute consideration for the covenants and releases of the Executive as set forth herein. The Executive acknowledges that the Executive has no claims against the Company based on the Executive's employment by the Company or the Executive's separation therefrom and irrevocably, fully and finally releases the Company, its subsidiaries and its affiliates, directors, officers, agents and employees ("Releasees") from all causes of action, claims, suits, demands or other obligations or liabilities, whether known or unknown, that Executive ever had, or now has, including but not limited to, any claims that may be alleged to arise out of or in connection with the Executive's employment with the Company, or separation therefrom, including, not by way of limitation, any claims for wages, bonuses, or expense reimbursement, and any claims that any terms of the Executive's employment with the Company or any circumstances of the Executive's separation were wrongful, in breach of any obligation of the Company or in violation of any rights, contractual, statutory, in tort or otherwise, of the Executive, including but not limited to rights arising under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, and the Employee Retirement Income Security Act, the California Consumer Credit Reporting Agencies Actas amended, the California Fair Employment and Housing Act, the California Family Rights Act, the California WARN Actas amended, the California Labor Code, California Business & Professions Code Section 17200the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act, the Equal Pay Act, the Fair Labor Standards Act, as amended, the Executive Retirement Income and Security Act of 1974, as amended, (except for Executive's rights under COBRA and Executive's rights to the money in Executive's 401(k) plan account and deferred compensation plan account), and any other local, state, or federal law, or law of any country, governing discrimination in employment, the California Family Military Leave Lawpayment of wages or benefits, or any other aspect of employment (collectively, "Claims"). IN THIS REGARD THE EXECUTIVE WAIVES ANY RIGHTS CONFERRED BY CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
(b) The release set forth in section (a) above does not and shall not extend to any obligations of the Company incurred under this Agreement or to any claims, cross-claims or rights of indemnification and/or contribution arising from federal securities laws or their state law counterparts or arising under the Indemnification Agreement referred to in paragraph 7 below.
(c) The Executive understands that he may take twenty-one (21) days to consider this Agreement and that he has been advised that he should consult with an attorney, if he desires to do so, prior to executing this Agreement. The Executive further acknowledges that he understands that he may revoke this Agreement within seven (7) days of his execution of this document and that the consideration to be paid to the Executive pursuant to this Agreement will be paid only after that seven (7) day revocation period.
Appears in 1 contract
Samples: Executive Termination and Release Agreement (Cadence Design Systems Inc)
General Release by Executive. Subject In consideration of the benefits provided under Section 13 or 14, as applicable of the Employment Agreement by and between Xxxxxx Song (“Executive”) and Dine Brands Global, Inc., a Delaware corporation, and subject to Section 6 2 below, Executive hereby releases and discharges forever the CompanyCorporation, and each of its parentsdivisions, affiliates and subsidiaries, and each of their present and former directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, divisions, related and affiliated companies and entities, shareholders, members, partners, representatives, predecessors, successors and assigns, and all persons acting by, through, under or in concert with them (hereinafter collectively referred to as the “Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include any and all manner of action or actionsliabilities, cause or claims, demands, liens, causes of action, in law or in equitycharges, suits, debtscomplaints, liensgrievances, contracts, agreements, promises, liabilityobligations, claimscosts, demandslosses, damages, losses, costsinjuries, attorneys’ fees or expensesfees, and other legal responsibilities (collectively referred to as “Claims”), of any nature form whatsoever, known or unknownincluding, fixed or contingentbut not limited to, which Executive now has or may hereafter have against the Executive Released Partiesany claims in law, equity, contract, tort, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way arising out of, based upon, or related to his or her employment by or service as a director to any of the Executive Released Parties, or any of them, or the termination thereof; any claim for wages, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Claims arising under the Age Discrimination in California Labor Code, the California Civil Code, the California Business and Professions Code, the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, and as amended, the Americans With Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), as amended by the Older Workers Benefit Protection Act of 1990 (29 U.S.C. §§ 621, et seq.), the Xxxxxxxx-Xxxxx Act of 2002, the Employee Retirement Income Security ActAct of 1974, or any other local ordinance or federal or state statute, regulation or constitution, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, which Executive or Executive’s successors in interest now own or hold, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter or thing arising from any cause whatsoever prior to the California Consumer Credit Reporting Agencies Act, the California Fair Employment and Housing Act, the California Family Rights Act, the California WARN Act, the California Labor Code, California Business & Professions Code Section 17200date of execution of this Agreement, and without limiting the California Family Military Leave Lawgenerality of the foregoing, from all claims, demands and causes of action based upon, relating to, or arising out of: (a) Executive’s employment relationship with the Corporation and/or any of the Executive Released Parties and the termination of that relationship; (b) Executive’s relationship as a shareholder, optionholder or holder of any interest whatsoever in any of the Executive Released Parties; (c) Executive’s relationship with any of the Executive Released Parties as a member of any boards of directors; and (d) any other type of relationship (business or otherwise) between Executive and any of the Executive Released Parties.
Appears in 1 contract
General Release by Executive. Subject to A. Executive understands and agrees that, by signing this Agreement, in exchange for the Separation Benefits that Executive will receive under Section 6 below2 above, Executive hereby releases is waiving, releasing and discharges forever the Companydischarging, and promising not to xxx, Western Digital Corporation and each and all of its divisions, subsidiaries, parents, affiliates and subsidiariespredecessors, successors, assigns, and affiliated or related corporations and entities, past and present, including but not limited to Western Digital Technologies, Inc., Western Digital (Fremont), LLC, WD Media, LLC, and HGST, Inc., as well as each and all of its and their present and former directorsowners, trustees, officers, employeesdirectors, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, parent corporations, subsidiaries, related and affiliated companies and entitiesmanagers, shareholders, members, partners, administrators, fiduciaries, representatives, predecessorsattorneys, successors assignees, successors, insurers, benefit plans, agents and assignsemployees, past and present, and all persons acting by, through, under or in concert with each of them (hereinafter collectively referred to as the collectively, “Executive Released Parties”), from and against all “Claims.” The “Claims” released herein include with respect to any and all manner of action or claims, wages, demands, actions, cause or class actions, rights, liens, agreements, contracts, covenants, suits, causes of action, in law or in equitycharges, suitsgrievances, obligations, debts, lienscosts, contractsexpenses, agreementspenalties, promises, liability, claims, demandsattorneys’ fees, damages, lossesjudgments, costs, attorneys’ fees or expenses, orders and liabilities of any nature whatsoeverkind, known or unknown, fixed suspected or contingentunsuspected, which Executive now has and whether or may hereafter have against the Executive Released Partiesnot concealed or hidden, arising out of or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. Without limiting the generality of the foregoing, Claims shall include: any claims in any way arising out of, based upon, or related to his or her connected with Executive’s employment by or service as a director to any of the Executive Released Parties, or any of themrelationship with, or the termination thereof; of Executive’s employment with, any claim of the Released Parties, including but in no way limited to, any act or omission committed or omitted prior to the date of execution of this Agreement. This general release of claims includes, but is in no way limited to, any and all wage and hour claims, claims for wageswrongful discharge, salary, commissions, bonuses, fees, incentive payments, profit-sharing payments, expense reimbursements, leave, vacation, severance pay or other employee benefits; any alleged breach of any express contract, violation of public policy, tort, or implied contract of employment; any alleged torts or other alleged legal restrictions on the Company’s rights to terminate his or her employment; and any alleged violation of any federalstatute, state constitution or local statute or ordinance includingregulation, without limitation, Claims arising including but not limited to any claim under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, and the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), the Employee Retirement Income Security ActAct of 1974 (“ERISA”), the Americans with Disabilities Act of 1990, the Older Workers Benefits Protection Act (“OWBPA”), the Fair Labor Standards Act (“FLSA”), the federal Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and Cal-COBRA, the Immigration and Nationality Act Section 1324a, the federal Worker Adjustment and Retraining Notification Act (“WARN”), California Consumer Credit Reporting Agencies ActWARN Labor Code Sections 1400 et seq., the California Fair Employment and Housing ActAct (“FEHA”), the Family and Medical Leave Act of 1993 (“FMLA”), the California Family Rights Act, the California WARN ActAct (“CFRA”), the California Labor CodeCode and Industrial Welfare Commission Wage Orders, California Business & Professions Code Section 17200or any other federal, state or local laws, regulations or ordinances, and any claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, or disability, and every type of relief (legal, equitable and otherwise) available to Executive, from the beginning of time to the date Executive signs this Agreement.
B. The foregoing release does not extend to Executive’s right to receive (i) any vested rights or benefits under the terms of any “employee benefit plan,” as defined in Section 3(3) of ERISA or any Western Digital nonqualified deferred compensation plan; (ii) Executive’s vested rights, if any, under any stock option grant or stock award pursuant to the terms of such grant agreement or applicable equity award plan; (iii) indemnification under California Family Military Leave LawLabor Code § 2802 California Corporations Code §317, Western Digital’s by-laws, any indemnification agreement between Western Digital and Executive, or any other federal or state statute, law, regulation or provision that confers upon Executive a right to defense or indemnification arising out of the services he performed for Western Digital or any of the Releasees; (iv) claims under the ADEA that may arise after the date Executive signs this Agreement; or (v) any other rights or claims under applicable federal, state or local law that cannot be waived or released by private agreement as a matter of law. Executive understands that nothing in the release shall preclude Executive from filing a claim for unemployment or workers compensation insurance. Executive understands that nothing in this release or agreement shall preclude Executive from filing a charge or complaint with any state or federal government agency or to participate or cooperate in such a matter; Executive agrees, however, to waive and release any right to seek or receive monetary damages resulting from any such charge or complaint or any action or proceeding brought by such government agency.
C. This general release applies to claims or rights that Executive may possess either individually or as a class member, and Executive waives and releases any right to participate in or receive money or benefits from any class action settlement or judgment after the date this Agreement is signed that relates in any way to Executive’s employment with Western Digital.
D. This general release is binding on Executive’s heirs, family members, dependents, beneficiaries, executors, administrators, successors and assigns.
E. The obligations stated in this general release are intended as full and complete satisfaction of any and all claims the Executive has now, or has had in the past. By signing this general release, Executive specifically represents that Executive has made reasonable effort to become fully apprised of the nature and consequences of this general release, and that Executive understands that if any facts with respect to any matter covered by this release are found to be different from the facts Executive now believes to be true, Executive accepts and assumes that risk and agrees that this general release shall be effective notwithstanding such differences. Executive expressly agrees that this release shall extend and apply to all unknown, unsuspected and unanticipated injuries and damages.
F. Executive represents and warrants that neither Medicare nor Medicaid has made any payment for medical services or items pursuant to 42 U.S.C. § 1395y and the corresponding regulations,
Appears in 1 contract
Samples: Separation and General Release Agreement (Western Digital Corp)