Common use of General Release of All Claims Clause in Contracts

General Release of All Claims. (a) For valuable consideration, the adequacy of which is hereby acknowledged, the undersigned Executive, on his own behalf and on behalf of his heirs, executors, administrators, successors, representatives and assigns, does herein knowingly and voluntarily unconditionally release, waive, and fully discharge the Parent, the Company and each of their subsidiaries (including successors and assigns thereof) and all of their respective past, present and future employees, officers, directors, agents, affiliates, parents, predecessors, administrators, representatives, attorneys, and shareholders, and employee benefit plans, from any and all legal claims, liabilities, suits, causes of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands of any nature whatsoever, known or unknown, liquidated or unliquidated, absolute or contingent, at law or in equity, which were or could have been filed with any Federal, state or local court, agency, arbitrator or any other entity, based directly on indirectly on the Executive’s employment with and separation from the Company or based on any other alleged act or omission by or on behalf of the Parent, or the Company prior to the Executive’s signing this Noncompetition Agreement. Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on breach of contract (express or implied), tort, harassment, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful discharge, the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of Title 42 of the United States Code, as amended, 41 U.S.C. Section 1981 (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, the Equal Pay Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act, the Immigration Reforn and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), the Employee Retirement Income Security Act of 1974, as amended, any federal, state or local fair employment, civil or human rights, wage and hour laws and wage payment laws, and any other Federal, state, local or other governmental statutes, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. This Section 5 of the Noncompetition Agreement shall not waive or release any rights or claims that the Executive may have which arise after the date of this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal law) or claims arising under the terms of any applicable plan, program or other arrangement of the Company. (b) The Executive intends this Section 5 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 4 contracts

Samples: Change in Control Agreement (Aon PLC), Change in Control Agreement (Aon PLC), Change in Control Agreement (Aon PLC)

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General Release of All Claims. (a) For valuable considerationIn exchange for the payments and benefits set forth herein, Consultant RELEASES the adequacy of which is hereby acknowledgedCorporation, the undersigned Executive, on his own behalf and on behalf of his heirs, executors, administrators, successors, representatives and assigns, does herein knowingly and voluntarily unconditionally release, waive, and fully discharge the Parent, the Company and each of their subsidiaries (including successors and assigns thereof) and all of their respective past, present and future employeesits affiliates, officers, directors, agentsboard members, affiliates, parents, predecessors, administrators, representatives, attorneys, and shareholders, and employee benefit plans, employees or agents from any and all legal claims, liabilities, suits, causes of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands of any nature whatsoeverANY AND ALL CLAIMS he may have, known or unknown, liquidated or unliquidatedRELATED TO HIS EMPLOYMENT WITH THE CORPORATION OR OTHERWISE, absolute or contingent, at law or in equity, which were or could have been filed with any Federal, state or local court, agency, arbitrator or any other entity, based directly on indirectly on the Executive’s employment with and separation from the Company or based on beginning of time through the date that this Agreement becomes effective. Consultant understands and agrees that he is RELEASING the Corporation, its affiliates, officers, directors, board members, employees and agents from any other alleged act or omission by or on behalf of the Parent, or the Company prior to the Executive’s signing this Noncompetition Agreement. Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims specifically includes for breach of contract, personal injury, wages, benefits, defamation, slander and wrongful discharge, and any and all claims based on any oral or written agreements or promises, including, but not limited to, claims arising under the termsFamily and Medical Leave Act, conditionsthe Fair Labor Standards Act, the Worker Adjustment Retraining and privileges Notification Act, the Employee Retirement Income Security Act of employment1974, the New York State Labor Law and those based the New York Whistleblower statute from the beginning of time through the date that this Agreement becomes effective. Consultant understands and agrees that he is also RELEASING Corporation, its affiliates, officers, directors, board members, employees or agents from any and all claims for discrimination or harassment in employment on breach the basis of contract (express race, color, creed, religion, age, national origin, alienage or implied)citizenship, tortgender, harassmentsexual orientation, intentional infliction disability, marital status, veteran’s status and any other protected grounds, including, but not limited to, any and all rights and claims he may have arising under Title VII of emotional distressthe Civil Rights Act of 1964, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful dischargethe Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”)New York State Human Rights Law, the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of Title 42 of the United States Code, as amended, 41 U.S.C. Section 1981 (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, the Equal Pay Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act, the Immigration Reforn and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), the Employee Retirement Income Security Act of 1974, as amended, any other federal, state or local fair employmentlaws or regulations, civil or human rights, wage and hour laws and wage payment laws, and any other Federal, state, local or other governmental statutes, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. This Section 5 from the beginning of the Noncompetition Agreement shall not waive or release any rights or claims that the Executive may have which arise after time through the date of that this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal law) or claims arising under the terms of any applicable plan, program or other arrangement of the Companybecomes effective. (b) The Executive intends this Section 5 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 3 contracts

Samples: Employment Agreement (Nu Horizons Electronics Corp), Employment Agreement (Nu Horizons Electronics Corp), Employment Agreement (Nu Horizons Electronics Corp)

General Release of All Claims. (a) For valuable considerationAs a material inducement to CUBIC to enter into this Agreement, and in consideration of the adequacy other conditions herein, EMPLOYEE irrevocably and unconditionally releases CUBIC, its parent company, and any of which is hereby acknowledgedtheir subsidiaries, the undersigned Executivedivisions, on his own behalf and on behalf of his heirsaffiliates, executorsstockholders, administratorspredecessors, successors, representatives and assigns, does herein knowingly and voluntarily unconditionally releaseagents, waiveattorneys, and fully discharge the Parent, the Company and each of their subsidiaries (including successors and assigns thereof) and all of their respective past, present and future employeesdirectors, officers, directorsemployees, agentsrepresentatives and all persons acting by, affiliatesthrough, parents, predecessors, administrators, representatives, attorneys, and shareholders, and employee benefit plansunder or in concert with any of them (collectively referred to as “Releasees”), from any and all legal claims, complaints, liabilities, suitsobligations, causes of action (whether before a court or an administrative agency)agreements, damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands actions of any nature whatsoevernature, known or unknown, liquidated suspected or unliquidatedunsuspected, absolute that EMPLOYEE ever had, now has, or contingenthereafter may have arising through the date of this Agreement, at law or in equity, which were or could have been filed with including but not limited to any Federal, state or local court, agency, arbitrator or any other entity, based directly on indirectly on the Executiveclaims arising out of EMPLOYEE’s employment with and separation from the Company or based on any other alleged act or omission by or on behalf of the Parent, relationship or the Company prior to the Executiveseparation of EMPLOYEE’s signing this Noncompetition Agreementemployment relationship with CUBIC. Without Also, without limiting the generality of the foregoing termsforegoing, this Noncompetition Agreement EMPLOYEE agrees to waive any and this Section providing a general release of all claims specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on for breach of contract (express or implied)contract, tort, harassment, intentional infliction breach of emotional distress, defamation, negligence, privacythe covenant of good faith and fair dealing, employment discrimination, retaliationharassment, discharge and retaliation in violation of any California or other state or federal statute or regulation, including but not limited to, claims for just causeviolation of Title VII of the Civil Rights Act of 1964, constructive discharge, wrongful dischargethe Family and Medical Leave Act, the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of Title 42 of the United States Code, as amended, 41 U.S.C. Section 1981 (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, the Equal Pay Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act, the Immigration Reforn California Fair Employment and Control Housing Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), the Employee Retirement Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification (“WARN”) Act of 1988, the California WARN Act, the National Labor Relations Act, as amended, any federal, well as claims for violation of California public policy or similar state or local fair employmentfederal laws, civil or human violation of constitutional rights, wage as well as intentional and hour laws and wage payment lawsnegligent infliction of emotional distress, defamation, fraud, and any other Federal, state, local violation of the California Labor Code or other governmental statutes, similar state or federal laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. This Section 5 of the Noncompetition Agreement shall not waive or release any rights or claims that the Executive may have which arise after the date of this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal law) or claims arising under the terms of any applicable plan, program or other arrangement of the Company. (b) The Executive intends this Section 5 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release General Release provision does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: to: (1) claims by EMPLOYEE for workers’ compensation benefits or unemployment insurance benefits, except claims for wrongful termination or discrimination under the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with Workers’ Compensation Act or the Older Workers Benefit Protection Act of 1990 (“OWBPA”); Unemployment Insurance Code; (2) any action to enforce or challenge the Executive understands the terms enforceability of this Section 5 of the Noncompetition Agreement; ; or (3) the consideration offered any other claims that, by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitledstatute, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will cannot be effective; and (7) released by this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 3 contracts

Samples: Employment Transition Agreement, Employment Transition Agreement (Cubic Corp /De/), Separation Agreement (Cubic Corp /De/)

General Release of All Claims. (a) For valuable considerationExcept as otherwise set forth in this Agreement, the adequacy of which is hereby acknowledgedEmployee, the undersigned Executive, on his own behalf for himself and on behalf of his heirs, executors, administrators, successors, representatives and assigns, does herein knowingly hereby releases, acquits and voluntarily unconditionally releaseforever discharges the Company, waivevTv, TriNet HR Corporation and fully discharge the Parenttheir affiliates, the Company and each of their subsidiaries (including successors and assigns thereof) and all of their respective past, present and future employeessubsidiaries, officers, directors, agents, affiliates, parents, predecessors, administrators, representativesservants, employees, attorneys, successors, parent, subsidiaries, assigns and shareholdersaffiliates (the “Released Party” or “Released Parties” and the Company, together with vTv and employee benefit planseach of their respective subsidiaries and affiliates, the “Company Group”), of and from any and all legal claims, liabilities, suitsdemands, causes of action (whether before a court or an administrative agency)action, costs, expenses, attorneys' fees, damages, costsindemnities and obligations of every kind and nature, attorneys’ feesin law, interest, injuries, expenses, debtsequity, or demands of any nature whatsoeverotherwise, known or and unknown, liquidated or unliquidatedsuspected and unsuspected, absolute or contingentdisclosed and undisclosed, at law arising out of or in equityany way related to agreements, which were events, acts, omissions, or could have been filed conduct at any time prior to and including the date Employee signs this Agreement. This general release includes, but is not limited to: (i) claims and demands arising out of or in any way connected with Employee’s employment with the Company Group, or the termination of that employment; (ii) claims or demands related to Employee’s compensation or benefits with the Company Group, including but not limited to, wages, salary, bonuses, commissions, vacation pay, fringe benefits, expense reimbursements, incentive pay, severance pay, or any Federalother form of compensation; (iii) claims pursuant to any federal, state or local courtlaw, agency, arbitrator or any other entity, based directly on indirectly on the Executive’s employment with and separation from the Company or based on any other alleged act or omission by or on behalf of the Parentstatute, or the Company prior to the Executive’s signing this Noncompetition Agreement. Without limiting the generality cause of the foregoing termsaction including, this Noncompetition Agreement and this Section providing a general release of all but not limited to, claims specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on breach of contract (express or implied), tortfor discrimination, harassment, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just causeattorneys’ fees or other claim arising under the federal Civil Rights Act of 1964, constructive dischargeas amended; the federal Americans with Disabilities Act of 1990, wrongful discharge, as amended; the federal Age Discrimination in Employment Act of 1967, as amended (the “ADEA”); the federal Family Medical Leave Act, as amended; the Older Workers Benefit Protection Act of 1990, the federal Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of Title 42 of the United States Code, as amended, 41 U.S.C. Section 1981 (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, the Equal Pay Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act, the Immigration Reforn and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), ; the Employee Retirement Income Security Act of 1974, as amended; North Carolina Equal Employment Practices Act (N.C. Gen. Stat. §143-422.1 (et seq.), as amended; North Carolina Persons With Disabilities Protection Act” (N.C. Gen. Stat. §163A-1 et seq.), as amended; North Carolina Retaliatory Employment Discrimination Law (N.C. Gen. Stat. §95-240 et seq.), as amended; (iv) all tort claims, including without limitation, claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (v) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, including claims arising out of an Employment Agreement, sales commission plan or incentive compensation plan applicable to Employee’s employment with the Company. To the extent permitted by law, Employee also promises never directly or indirectly to bring or participate in an action against any Released Party under California Business & Professions Code Section 17200 or any unfair competition law of any jurisdiction. Excluded from this Agreement are any claims which by law cannot be waived in a private agreement between an employer and employee. Moreover, this Release does not prohibit Employee from filing a charge with the Equal Employment Opportunity Commission (the “EEOC”) or equivalent state agency in Employee’s state or participating in an EEOC or state agency investigation. Employee agrees to waive Employee’s right to monetary or other recovery should any claim be pursued with the EEOC, state agency, or any other federal, state or local fair employment, civil administrative agency on Employee’s behalf arising out of or human rights, wage and hour laws and wage payment laws, and any other Federal, state, local or other governmental statutes, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. This Section 5 of the Noncompetition Agreement shall not waive or release any rights or claims that the Executive may have which arise after the date of this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal law) or claims arising under the terms of any applicable plan, program or other arrangement of related to Employee’s employment with and/or separation from the Company. (b) The Executive intends this Section 5 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 2 contracts

Samples: Separation Agreement (vTv Therapeutics Inc.), Retirement Agreement (vTv Therapeutics Inc.)

General Release of All Claims. (a) For valuable considerationIn exchange for the Company’s payment and provision of the amounts and benefits described in your offer letter, as amended from time to time, you voluntarily, fully and unconditionally release and forever discharge the adequacy of which is hereby acknowledgedCompany and its past and present parents, the undersigned Executivesubsidiaries, on his own behalf and on behalf of his heirsaffiliates, executors, administratorspredecessors, successors, representatives and assigns, does herein knowingly and voluntarily unconditionally release, waive, and fully discharge the Parent, the Company and each of their subsidiaries (including successors and assigns thereof) and all of their respective past, present and future employees, officers, directors, agentsemployees, affiliates, parents, predecessors, agents and plan administrators, representatives, attorneys, in their individual and shareholders, and employee benefit plans, corporate capacities (hereinafter collectively referred to as “Releasees”) from any and all legal claimscharges, actions, causes of action, demands, debts, dues, bonds, accounts, covenants, contracts, liabilities, suits, causes of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands damages of any nature whatsoever, whether now known or unknown, liquidated or unliquidated, absolute or contingent, at law or in equityto whomever made, which were you have or could may have been filed with against any Federalor all of the Releasees for or by reason of any cause, state nature or local court, agency, arbitrator thing whatsoever arising out of or any other entity, based directly on indirectly on the Executive’s related to your employment with and separation from the Company or based on any other alleged act or omission by or on behalf of the ParentCompany, or the Company prior termination of such employment, from the beginning of time up to and including the Executive’s signing date on which you sign this Noncompetition Agreement, except as otherwise specifically stated in this Agreement. Without limiting the generality of the foregoing termsSuch claims, this Noncompetition Agreement and this Section providing a general release of all obligations, or liabilities include, but are not limited to: claims specifically includes all for compensation allegedly due or owing; claims based on the termssounding in contract or implied contract; claims for wrongful dismissal; claims sounding in tort; claims arising under common law, conditionscivil law, and privileges of employmentequity, and those based on breach of contract (express or implied)federal, tortstate, harassmentor local statutes or ordinances, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge including but not for just cause, constructive discharge, wrongful dischargelimited to, the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), ; Title VII of the Civil Rights Act of 1964, as amended, ; the Civil Rights Act of 1991, ; Section 1981 of the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of Title 42 of the United States Code, as amended, 41 U.S.C. Section 1981 (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, 1866; the Equal Pay Act of 1993, Act; the Americans with Disabilities Act and/or the Rehabilitation Act of 1990, 1973; the Occupational Safety and Health Employee Retirement Income Security Act, as amended, ; the WARN Act; the Consolidated Omnibus Budget Reconciliation Act; the Family Medical Leave Act, as amended; the Immigration Reforn and Control Genetic Information Nondiscrimination Act of 2008; state statutes governing the payment of wages, discrimination in the workplace, or any other statute or laws governing the employer-employee relationship, including but not limited to, the New York State Human Rights Law, the New York Labor Law, the New York State Constitution, the New York Civil Rights Law, the New York wage-hour laws, the New York City Human Rights Law; the Virginia Human Rights Act; the North Carolina Equal Employment Practices Act, as amendedthe North Carolina Persons with Disabilities Protection Act, the Vietnam Era Veterans Readjustment Assistance North Carolina Retaliatory Employment Discrimination Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), the Employee Retirement Income Security Act of 1974, as amended, North Carolina Wage & Hour Act; any other claim pursuant to any other federal, state or local fair employmentemployment laws, civil statutes, standards or human rightsrights legislation; or any claim for severance pay, wage and hour laws and wage payment lawsnotice, and pay in lieu of notice, salary, bonus, incentive or additional compensation, vacation pay, insurance, other benefits, interest, and/or attorney’s fees. You acknowledge that this general release is not made in connection with any other Federal, state, local exit incentive or other governmental statutesemployment termination program offered to a group or class of employees. Notwithstanding the foregoing, lawsnothing in this Agreement waives your right to (a) pursue a claim that cannot be released by private agreement, ordinancesincluding, regulations and ordersworkers compensation claims, under common law, and under any Company policy, procedure, bylaw or rule. This Section 5 of the Noncompetition Agreement shall not waive or release any rights or claims that the Executive may have which arise arising after the date of on which you sign this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal law) or claims arising under the terms of any applicable plan, program or other arrangement of the Company. your right to file administrative charges with certain government agencies; (b) The Executive intends this Section 5 of challenge the Noncompetition Agreement Company’s failure to be binding on his successors, and the Executive specifically agrees not to file or continue any claim comply with its obligation in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. Paragraph 1 above; (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his your vested and accrued rights under any other statute Company qualified retirement, health, or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. welfare plans; and (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive rights you may have as to indemnification or the protection of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing directors’ and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceableofficers’ liability insurance. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 2 contracts

Samples: Non Disclosure, Non Solicitation, Non Competition Agreement (Chinos Holdings, Inc.), Non Disclosure, Non Solicitation, Non Competition Agreement (J Crew Group Inc)

General Release of All Claims. (a) For valuable considerationIn exchange for the Company's payments and benefits under this Agreement, you release the adequacy of which is hereby acknowledgedCompany, the undersigned ExecutiveCadapult Graphic Systems, on his own behalf Inc., Media Sciences International, Inc., and on behalf of his heirsits and/or their past and/or present parents, executorssubsidiaries, administratorsaffiliates, predecessors, successors, representatives and assigns, does herein knowingly and voluntarily unconditionally release, waive, and fully discharge the Parent, the Company and each of their subsidiaries (including successors and assigns thereof) and all of their respective past, present and future employees, officers, directors, agents, affiliates, parents, predecessors, administrators, representatives, attorneys, employees and shareholders, and employee benefit plans, agents (hereinafter collectively referred to as "Releasees") from any and all legal claims, liabilities, suits, causes of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands of any nature whatsoeverclaims that you may have which may be legally waived by private agreement, known or unknown, liquidated including but not limited to those related to your employment, your separation from employment or unliquidatedotherwise, absolute or contingent, at law or in equityfrom the beginning of time through the date that this Agreement becomes effective, which were or could have been filed with is eight (8) days after you sign this Agreement ("Effective Date"). You understand and agree that you are releasing Releasees from any Federal, state or local court, agency, arbitrator or any other entity, based directly on indirectly on the Executive’s employment with and separation from the Company or based on any other alleged act or omission by or on behalf of the Parent, or the Company prior to the Executive’s signing this Noncompetition Agreement. Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims specifically includes which may be legally waived by private agreement, including but not limited to claims for breach of contract, personal injury, wages, benefits, defamation, slander and wrongful discharge, and any and all claims based on any oral or written agreements or promises, whether arising under statute (including but not limited to, claims arising under the termsEmployee Retirement Income Security Act of 1974, conditionsthe New Jersey Conscientious Employee Protection Act, and privileges of employmentany other federal, and those based on breach of state, local, or foreign laws or regulations), contract (express or implied), tortconstitutional provision, harassmentcommon law or otherwise, intentional infliction from the beginning of emotional distresstime through the Effective Date of this Agreement. You understand and agree that you are releasing Releasees from any and all claims which may be legally waived by private agreement, defamationincluding but not limited to claims for discrimination or harassment in employment, negligence, privacy, employment discrimination, or retaliation, discharge on the basis of race, color, creed, religion, age, national origin, alienage or citizenship, gender, sexual orientation, disability, marital status, veteran's status, and any other protected grounds including, but not for just causelimited to, constructive dischargeany and all rights and claims you may have arising under Title VII of the Civil Rights Act of 1964, wrongful dischargethe Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of Title 42 of the United States Code, as amended, 41 U.S.C. Section 1981 (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, the Equal Pay Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act, the Immigration Reforn and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), the Employee Retirement Income Security Act of 1974, as amended, any federal, state or local fair employment, civil or human rights, wage and hour laws and wage payment lawsNew Jersey Law Against Discrimination, and any other Federalfederal, state, local local, or other governmental statutesforeign laws or regulations, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. This Section 5 from the beginning of time through the Noncompetition Agreement shall not waive or release any rights or claims that the Executive may have which arise after the date Effective Date of this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal law) or claims arising under the terms of any applicable plan, program or other arrangement of the Company. (b) The Executive intends this Section 5 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 2 contracts

Samples: Separation Agreement (Media Sciences International Inc), Separation Agreement (Media Sciences International Inc)

General Release of All Claims. (aa. In consideration for the payment(s) For valuable considerationand other benefits to be provided me pursuant to the Severance Summary and this Agreement, the adequacy of which is hereby acknowledgedI, the undersigned Executive, on his own behalf for myself and on behalf of his for my heirs, executors, administrators, successorsand assigns (hereinafter referred to collectively as “Releasors”), representatives forever release and assigns, does herein knowingly and voluntarily unconditionally release, waive, and fully discharge the Parent, the Company MBIA Entities and each of their subsidiaries (including successors and assigns thereof) and all of their respective past, present and future employees, officers, directors, agents, affiliates, parents, predecessors, administrators, representatives, attorneys, and shareholders, and employee benefit plansPersons, from any and all legal claims, liabilities, suitsdemands, causes of action (whether before a court or an administrative agency)action, damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands fees and liabilities of any nature kind whatsoever, whether known or unknown, liquidated or unliquidatedwhich I ever had, absolute or contingent, at law or in equity, which were or could have been filed with any Federal, state or local court, agency, arbitrator or any other entity, based directly on indirectly on the Executive’s employment with and separation from the Company or based on any other alleged act or omission by or on behalf of the Parentnow have, or may have against the Company prior MBIA Entities and Persons by reason of any actual or alleged act, omission, transaction, practice, conduct, statement, occurrence, or other matter up to and including the Executive’s signing date on which I sign this Noncompetition Agreement. . b. Without limiting the generality of the foregoing termsforegoing, this Noncompetition Agreement is intended to and this Section providing a general shall release the MBIA Entities and Persons from any and all claims, whether known or unknown, which Releasors ever had, now have, or may have against the MBIA Entities and Persons arising out of all claims specifically includes all claims based on the terms, conditions, and privileges of my employment, and those based on breach of contract and/or my separation from that employment, including, but not limited to: (express or implied), tort, harassment, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful discharge, i) any claim under the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 ; (age discrimination), ii) any claim under Title VII of the Civil Rights Act of 1964, as amended, Act; (iii) any claim under the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section American with Disabilities Act; (iv) any claim under Sections 1981 through 1988 of Title 42 of the United States Code; (v) any claim under the Families First Coronavirus Response Act or the Coronavirus Aid, as amended, 41 U.S.C. Section 1981 Relief and Economic security (discriminationCARES) Act; (vi) any claim under the New York State Human Rights Law; (vii) any claim under any other federal state or local law (statutory or decisional), 29 U.S.C. Section 206(d)(1regulation ordinance relating to and/or prohibiting employment discrimination, harassment and/or retaliation; (viii) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, the Equal Pay Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act, the Immigration Reforn and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), any claim under the Employee Retirement Income Security Act (“ERISA”) (excluding claims for accrued, vested benefits under any employee benefit pension plan of 1974, as amended, MBIA in accordance with the terms and conditions of such plan and applicable law); (ix) any federal, state or local fair employment, civil or human rights, wage claim under the Family and hour laws Medical Leave Act (“FMLA”); (x) any claim under the Worker Adjustment and wage payment laws, and Retraining Notification (“WARN”) Act of 1988; (xi) any claim under the New York State WARN Act; (xii) any claim under the New York State Labor Law; (xiii) any claim under the New York State Paid Family Leave law; (xiv) any other Federalclaim (whether based on federal, state, or local or other governmental statutes, laws, ordinances, regulations and orders, under common law, statutory or decisional) relating to or arising out of my employment, the terms and under conditions of such employment, the separation from such employment, and/or any Company policy, procedure, bylaw or rule. This Section 5 of the Noncompetition Agreement shall not waive events relating directly or release any rights indirectly to or claims surrounding the separation from that the Executive may have which arise after the date of this Noncompetition Agreement or that arise under or are preserved by the Agreement, employment; and shall not waive any claims for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal lawxv) or claims arising under the terms of any applicable plan, program or other arrangement of the Company. (b) The Executive intends this Section 5 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suitfor attorneys’ fees, complaintcosts, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company disbursements and/or the Parentlike. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 2 contracts

Samples: Separation Agreement (Mbia Inc), Separation Agreement (Mbia Inc)

General Release of All Claims. (a) For valuable consideration, the adequacy of which is hereby acknowledged, the undersigned Executive, on his own behalf and on behalf of his heirs, executors, administrators, successors, representatives and assigns, does herein knowingly and voluntarily unconditionally release, waive, and fully discharge the Parent, the Company and each of their its subsidiaries (including successors and assigns thereof) and all of their respective past, present and future employees, officers, directors, agents, affiliates, parents, predecessors, administrators, representatives, attorneys, and shareholders, and employee benefit plans, from any and all legal claims, liabilities, suits, causes of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands of any nature whatsoever, known or unknown, liquidated or unliquidated, absolute or contingent, at law or in equity, which were or could have been filed with any Federal, state or local court, agency, arbitrator or any other entity, based directly on indirectly on the Executive’s employment with and separation from the Company or based on any other alleged act or omission by or on behalf of the Parent, or the Company prior to the Executive’s signing this Noncompetition Agreement. Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on breach of contract (express or implied), tort, harassment, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful discharge, the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of Title 42 of the United States Code, as amended, 41 U.S.C. Section 1981 (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, the Equal Pay Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act, the Immigration Reforn Reform and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), the Employee Retirement Income Security Act of 1974, as amended, any federal, state or local fair employment, civil or human rights, wage and hour laws and wage payment laws, and any other Federal, state, local or other governmental statutes, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. This Section 5 3 of the Noncompetition Agreement shall not waive or release any rights or claims (i) that the Executive may have which arise after the date of this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal law) or claims arising under the terms of any applicable plan, program or other arrangement of the Company; (ii) for payments and benefits under Sections 3 and 4 of the Agreement; (iii) for indemnification (including advancement of attorneys’ fees) and directors and officers liability insurance; (iv) any rights to the payment of the Transition RSUs (as defined in the Employment Agreement) and any dividend equivalents credited with respect to the Transition RSUs; (v) any tax gross-up payment in connection with any excise taxes imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, in connection with the Company’s (or one of its wholly-owned subsidiaries) corporate transaction with Xxxxxx Associates, Inc. that was completed on , 2010; and (vi) for any rights for any equity awards pursuant to the terms of such equity grant, including, but not limited, to any rights for accelerated vesting and extended exercise periods of exercisable equity awards. (b) The Executive intends this Section 5 3 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters covered released herein. The Executive further agrees agrees, with respect of matters released herein, never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 3 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 53. Nothing in this Section 5 3 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the ParentCompany. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such partiesthe Company, to the extent set forth in this Section 53, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 3 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 3 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 3 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable. (f) This Section 5 3 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 3 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 2 contracts

Samples: Employment Agreement (Aon Corp), Change in Control Agreement (Aon Corp)

General Release of All Claims. (a) For valuable consideration, the adequacy of which is hereby acknowledged, the undersigned Executive, on his own behalf and on behalf of his heirs, executors, administrators, successors, representatives and assigns, does herein knowingly and voluntarily unconditionally release, waive, and fully discharge the Parent, the Company and each of their its subsidiaries (including successors and assigns thereof) and all of their respective past, present and future employees, officers, directors, agents, affiliates, parents, predecessors, administrators, representatives, attorneys, and shareholders, and employee benefit plans, from any and all legal claims, liabilities, suits, causes of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands of any nature whatsoever, known or unknown, liquidated or unliquidated, absolute or contingent, at law or in equity, which were or could have been filed with any Federal, state or local court, agency, arbitrator or any other entity, based directly on indirectly on the Executive’s employment with and separation from the Company or based on any other alleged act or omission by or on behalf of the Parent, or the Company prior to the Executive’s signing this Noncompetition Agreement. Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on breach of contract (express or implied), tort, harassment, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful discharge, the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of Title 42 of the United States Code, as amended, 41 U.S.C. Section 1981 (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, the Equal Pay Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act, the Immigration Reforn and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), the Employee Retirement Income Security Act of 1974, as amended, any federal, state or local fair employment, civil or human rights, wage and hour laws and wage payment laws, and any other Federal, state, local or other governmental statutes, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. This Section 5 of the Noncompetition Agreement shall not waive or release any rights or claims that the Executive may have which arise after the date of this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal law) or claims arising under the terms of any applicable plan, program or other arrangement of the Company. (b) The Executive intends this Section 5 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the ParentCompany. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such partiesthe Company, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 2 contracts

Samples: Change in Control Agreement (Aon Corp), Change in Control Agreement (Aon Corp)

General Release of All Claims. (a) For valuable consideration, the adequacy of which is hereby acknowledged, the undersigned ExecutiveEmployee, on his Employee’s own behalf and on behalf of his heirsanyone who could claim by or through Employee, executorsfully and finally releases, administratorsacquits and forever discharges Company, successors, representatives its subsidiaries and assigns, does herein knowingly affiliates and voluntarily unconditionally release, waive, and fully discharge the Parent, the Company and each of their subsidiaries (including successors and assigns thereof) and all of their respective past, present and future employeesdirectors, officers, directors, agents, affiliates, parents, predecessors, administrators, representativesexecutives, attorneys, agents and shareholdersrepresentatives, Employee benefit programs/plans/trusts and their respective successors and assigns, and employee benefit plansall persons acting by, through, under or in concert with any of them (collectively the “Releasees”) to the fullest extent permitted by law from any and all legal claims, liabilitiesactions, suits, causes of action claims, costs and expenses (whether before a court or an administrative agency), damages, costs, including but not limited to attorneys’ fees), interestdamages (including but not limited to liquidated damages or punitive damages), injuries, expenses, debts, or demands and liabilities of any nature whatsoever, known or unknown, liquidated suspected or unliquidatedunsuspected, absolute fixed or contingent, at which Employee ever had or now has, by reason of any matter, cause or thing whatsoever up through the date Employee executes this Agreement(except any claims under federal and state law that may not be released as a matter of law) (a “Claim” or in equitycollectively “Claims”) against each or any of the Releasees, which were or could have been filed with including, without limitation, (1) any FederalClaim under the Mosaic Employment Dispute Resolution Program; (2) any Claims arising from rights under federal, state or and/or local courtlaws, agencyincluding but not limited to those related to claims for salary, arbitrator or wages, compensation, monetary relief, employment, benefits, including but not limited to any other entity, based directly on indirectly on the Executive’s employment with and separation from the Company or based on any other alleged act or omission by or on behalf of the Parentclaims for benefits under, or the Company prior to the Executive’s signing this Noncompetition Agreement. Without limiting the generality of the foregoing termscontribution to, this Noncompetition Agreement bonuses, merit and this Section providing a general release longevity increases, and all other benefits of all claims specifically includes all claims based on the termskind, conditionsearnings, back pay, front pay, compensatory damages, punitive damages, damage to character, damage to reputation, liquidated and privileges of employmentother damages, and those based on breach of contract (express or implied), tort, harassment, intentional infliction of emotional distress, defamationmental anguish, negligencedepression, privacyinjury, employment discriminationimpairment in locating employment, financial loss, pain and suffering, injunctive and declaratory relief, interest, attorneys’ fees and costs, any form of whistleblower reprisal, retaliation, discharge harassment or discrimination on any basis, or any related cause of action, and any labor code provisions, including but not for just causelimited to, constructive discharge, wrongful discharge, the Age Discrimination in Employment Act any alleged violation of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 199142 U.S.C. §2000e et seq., the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of Title 42 of the United States CodeAge Discrimination in Employment Act, as amended, 41 U.S.C. Section 1981 (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination“ADEA”), the National Labor Relations Older Worker Benefit Protection Act, the Equal Pay Act of 1993as amended (“OWBPA”), the Americans with Disabilities Act as amended, (“ADA”) the Genetic Information Nondiscrimination Act of 19902008 (“XXXX”), the Occupational Safety and Health Act (“OSHA”), the Equal Pay Act, as amended (“EPA”), the Family and Medical Leave Act, as amended (“FMLA”), the Federal False Claims Act, as amended (“FFCA”), the Fair Credit Reporting Act, as amended, the Family Medical Leave ActConsolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Immigration Reforn Xxxxxxxx-Xxxxx Act of 2002 (“SOX”), the Health Insurance Portability and Control Accountability Act of 1996, as amended (“HIPAA”), the Fair Labor Standards Act (“FLSA”), the Florida Health Insurance Coverage Continuation Act, as amendedamended (“FHICCA”), the Vietnam Era Veterans Readjustment Assistance ActFlorida Civil Rights Act (Florida Statute § 760.01-760.11), Sections 503-504 of the Rehabilitation Florida’s Whistleblower Act of 1973 (handicap rehabilitationFlorida Statute § 448.102), the Employee Retirement Income Security Act of 1974Act, as amended29 U.S.C. § 1001 et seq. (this release does not release the employee’s rights to benefits earned under a benefit plan but does release all fiduciary and administrative claims with respect to such plan, any federalthe plan fiduciaries, state or local fair employment, civil or human rights, wage and hour laws and wage payment lawsthe Company), and any other Federal, state, local provision of any state or other governmental statutes, laws, ordinances, regulations and orders, under United States constitutions; (3) any Claims grounded in contract or tort theories or otherwise rooted in common law; and/or (4) any other Claim of any kind whatsoever, and under including but not limited to any Company policy, procedure, bylaw claim for damages or rule. This Section 5 declaratory or injunctive relief of the Noncompetition any kind. (b) Nothing in this Agreement shall not waive or is intended to: (1) release any rights or claims that the Executive may have which arise after the date that this Agreement and Release is signed; (2) constitute an unlawful waiver of this Noncompetition Agreement or that arise any of Employee’s rights under or are preserved by any laws; (3) waive Employee’s right to file an administrative charge with the Agreement, and shall not waive any claims for benefits required by applicable law Equal Employment Opportunity Commission (including post-termination health-continuation insurance benefits required by state or Federal law“EEOC”) or claims arising administrative agency under the terms of any applicable plan, program or other arrangement of the Company. (b) The Executive intends this Section 5 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating including a challenge to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement Agreement, or participate in any agency investigation, although Employee does waive and release their right to recover any monetary or other damages from Released Parties under the ADEA such applicable law; or respecting any matters not covered herein(4) prevent or interfere with Employee’s right to provide truthful testimony, if under subpoena or court order to do so, or respond as otherwise provided by law. (c) The Executive is further waiving his right to receive money Employee understands and agrees that, except as expressly stated in this Agreement and Release, any and all claims which Employee has, had, or other relief in might have had against any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered the Releasees occurring up through the date Employee signs this Agreement are fully released and discharged by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceableRelease. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 2 contracts

Samples: Senior Management Severance and Change in Control Agreement (Mosaic Co), Senior Management Severance and Change in Control Agreement (Mosaic Co)

General Release of All Claims. (a) For valuable considerationEMPLOYEE unconditionally, irrevocably and absolutely releases and discharges the adequacy of which is hereby acknowledgedREGENTS, the undersigned Executive, on his own behalf and on behalf of his heirs, executors, administrators, successors, representatives and assigns, does herein knowingly and voluntarily unconditionally release, waive, and fully discharge the Parent, the Company and each of their subsidiaries (including successors and assigns thereof) and all of their respective past, as well as any other present and future or former employees, officers, directorsagents, agentsattorneys, affiliates, parentssuccessors, predecessorsassigns and all other representatives of the REGENTS (collectively, administrators, representatives, attorneys, and shareholders, and employee benefit plans“RELEASED PARTIES”), from any and all legal claimscauses of action, judgments, liens, indebtedness, damages, losses, claims (including attorneys’ fees and costs), liabilities and demands of whatsoever kind and character that EMPLOYEE may now or hereafter have against the RELEASED PARTIES arising from incidents or events occurring on or before the EFFECTIVE DATE of this AGREEMENT, and these claims shall collectively be referred to hereafter as “RELEASED CLAIMS.” To the extent permitted by law, this release is intended to be interpreted broadly to apply to all transactions and occurrences between EMPLOYEE and any of the RELEASED PARTIES, including but not limited to any and all claims related to EMPLOYEE’S employment with the REGENTS, including the employment conditions, and all other losses, liabilities, suitsclaims, charges, demands and causes of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands of any nature whatsoeveraction, known or unknown, liquidated suspected or unliquidatedunsuspected, absolute arising directly or contingent, at law indirectly out of or in equityany way connected with the ACTION and/or these transactions or occurrences. RELEASED CLAIMS include, which were without limitation, any claims under the laws of contract or could have been filed with any Federaltort, the common law, the state or local courtfederal Constitution, agencyany state or federal statutes including, arbitrator or any other entity, based directly on indirectly on the Executive’s employment with and separation from the Company or based on any other alleged act or omission by or on behalf of the Parent, or the Company prior to the Executive’s signing this Noncompetition Agreement. Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on breach of contract (express or implied), tort, harassment, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful dischargewithout limitation, the Age Discrimination in California Fair Employment Act of 1967, as amended (the “ADEA”)and Housing Act, the Older Workers Benefit Protection Act of 1990California Civil Code, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination)California Government Code, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of Title 42 of the United States Code, as amended, 41 U.S.C. Section 1981 (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, the Equal Pay Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act, the Immigration Reforn and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), the Employee Retirement Income Security Act of 1974, as amended, any federal, state or local fair employment, civil or human rights, wage and hour laws and wage payment laws, and any other Federal, state, local or other governmental statutes, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. This Section 5 of the Noncompetition Agreement shall not waive or release any rights or claims that the Executive may have which arise after the date of this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal law) or claims arising under the terms of any applicable plan, program or other arrangement of the Company. (b) The Executive intends this Section 5 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file Age Discrimination in Employment Act, any policy of the REGENTS or continue any claim in respect the University of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equityCalifornia, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5collective bargaining agreement. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from RELEASED CLAIMS include all claims the Executive may have as of the date of this Noncompetition Agreementfor physical injuries, whether known illness, damage or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreementdeath, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revokeclaims for attorneys’ fees, costs, and if expenses. Notwithstanding the Executive chooses foregoing, RELEASED CLAIMS shall not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable. (f) This Section 5 does not waive rights or include any other claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred cannot lawfully be waived or released by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreementprivate agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 1 contract

Samples: Settlement Agreement

General Release of All Claims. (a) For valuable consideration, the adequacy of which is hereby acknowledged, the undersigned ExecutiveEmployee, on his Employee’s own behalf and on behalf of his Employee’s heirs, executors, administrators, successors, representatives and assigns knowingly and voluntarily release and forever discharge Employer, its direct and indirect parent corporations, affiliates, subsidiaries, divisions, predecessors, insurers, reinsurers, professional employment organizations, representatives, successors and assigns, does herein knowingly and voluntarily unconditionally releasetheir current and former employees, waive, and fully discharge the Parent, the Company and each of their subsidiaries (including successors and assigns thereof) and all of their respective past, present and future employeesattorneys, officers, directorsdirectors and agents thereof, agents, affiliates, parents, predecessors, administrators, representatives, attorneysboth individually and in their business capacities, and shareholders, and their employee benefit plansplans and programs and their administrators and fiduciaries, both individually and in their business capacities (collectively referred to throughout the remainder of this Agreement as “Releasees”), of and from any and all legal claims, liabilities, suits, causes of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands of any nature whatsoever, known or and unknown, liquidated asserted or unliquidated, absolute or contingent, at law or in equityunasserted, which were the Employee has or could may have been filed with any Federal, state or local court, agency, arbitrator or any other entity, based directly on indirectly on the Executive’s employment with and separation from the Company or based on any other alleged act or omission by or on behalf against Releasees as of the Parentdate of execution of this Agreement, or the Company prior to the Executive’s signing this Noncompetition Agreement. Without limiting the generality including, but not limited to, any alleged violation of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on breach of contract (express or implied), tort, harassment, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful discharge, the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Actfollowing, as amended, Executive Order 11,141 (age discrimination), : Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section ; Sections 1981 through 1988 of Title 42 of the United States Code, as amended, 41 U.S.C. Section 1981 (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, the Equal Pay ; The Age Discrimination in Employment Act of 1993, the 1967; The Older Workers’ Benefit Protection Act of 1990; The Americans with Disabilities Act of 1990, the Occupational Safety ; The Worker Adjustment and Health Retraining Notification Act, as amended, the ; The Fair Credit Reporting Act; The Family and Medical Leave Act, the Immigration Reforn and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation ; The Genetic Information Nondiscrimination Act of 1973 (handicap rehabilitation), the Employee Retirement Income Security 2008; The Uniformed Services Employment and Reemployment Rights Act of 1974, as amended, 1994 (USERRA); any other federal, state or local fair employmentlaw, civil rule, regulation, or human rightsordinance; any claims sounding in tort, wage and hour laws and wage payment lawscontract (express or implied); claims for wrongful discharge, and harassment of any other Federalkind, statevacation or sick leave pay, local intentional or negligent infliction of emotional distress, any basis for recovering costs, fees, or other governmental statutesexpenses including attorneys’ fees incurred in these matters. In addition, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. This Section 5 of the Noncompetition Agreement shall not waive or release any rights or claims Employee acknowledges that the Executive may have which arise after the date of by signing this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal law) or claims arising under the terms of any applicable plan, program or other arrangement of the Company. (b) The Executive intends this Section 5 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive Employee is further also waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his his/her rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims local laws in any of the states in which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with Employee worked for the Company and/or the Parent. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration during his/her employment. A list of the promises made by the Company various state and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent local laws is set forth in Exhibit A attached to this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 1 contract

Samples: Separation Agreement (BigBear.ai Holdings, Inc.)

General Release of All Claims. (a) For valuable considerationThe purpose of this Agreement is to resolve any dispute Employee has or might ever have claimed arising from or relating to Employee’s employment or separation of employment from the Company, and to facilitate Employee’s transition to other employment. Accordingly, in exchange for the adequacy of which is hereby acknowledgedconsideration set forth in Section 1 above, the undersigned ExecutiveEmployee, on his Employee’s own behalf and on behalf of his Employee’s heirs, administrators, executors, administrators, successors, representatives and assigns, does herein knowingly hereby irrevocably and voluntarily unconditionally releasewaives, waivereleases, and fully discharge discharges the ParentCompany, and any and all of the Company Company’s affiliates, parents, partnerships, divisions, and subsidiaries, and each of their subsidiaries (including successors the Company’s and assigns thereof) and all of their respective pastits existing, present former and future employeesdirectors, managers, members, officers, directors, shareholders, employees, representatives, agents, affiliatesattorneys, parentsinsurers, predecessors, administrators, representatives, attorneyssuccessors, and shareholdersassigns (collectively, and employee benefit plansthe “Released Parties”), to the full extent permitted by law, from any and all legal claims, demands, actions, causes of action, judgments, rights, fees, damages, debts, obligations, liabilities, suits, causes and expenses (inclusive of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands ) of any nature kind whatsoever, whether known or unknown, liquidated that Employee may have or unliquidatedhas ever had against the Released Parties arising out of, absolute or contingent, at law or in equityany way related to Employee’s hire, which were benefits, employment, or could have been filed with any Federal, state or local court, agency, arbitrator or any other entity, based directly on indirectly on the Executive’s separation from employment with and separation the Company by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter from the Company or based on beginning of time up to and including the date of Employee’s execution of this Agreement, including, but not limited to any other alleged act or omission by or on behalf of the Parent, or the Company prior to the Executive’s signing this Noncompetition Agreement. Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on breach of contract (express or implied), tort, harassment, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful discharge, under: a. [the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), ADEA”),]3 Title VII of the Civil Rights Act of 19641964 (Title VII), as amendedthe Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA), the Families First Coronavirus Response Act (FFCRA), the Fair Labor Standards Act (FLSA), the Equal Pay Act, the Employee Retirement Income Security Act (ERISA) (regarding unvested benefits), the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of U.S.C. Title 42 of 42, the United States Code, as amended, 41 U.S.C. Section 1981 Worker Adjustment and Retraining Notification Act (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discriminationWARN), the National Labor Relations ActUniform Services Employment and Reemployment Rights Act (USERRA), the Equal Pay Genetic Information Nondiscrimination Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act(XXXX), the Immigration Reforn Reform and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitationIRCA), the Employee Retirement Income Security Act of 1974New York State Human Rights Law (NYSHRL), as amendedthe New York Labor Law (including but not limited to the Retaliatory Action by Employers Law, any federalthe New York State Worker Adjustment and Retraining Notification Act, state or local fair employmentall provisions prohibiting discrimination and retaliation, civil or human rights, and all provisions regulating wage and hour laws law), the New York Civil Rights Law, Section 125 of the New York Workers’ Compensation Law, Article 23-A of the New York Correction Law, the New York City Human Rights Law (NYCHRL), and wage payment lawsthe New York City Earned Sick Leave Law, all including any amendments and their respective implementing regulations, and any other Federalfederal, state, local local, or other governmental statutes, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. This Section 5 of the Noncompetition Agreement shall not waive or release any rights or claims that the Executive may have which arise after the date of this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable foreign law (including post-termination health-continuation insurance benefits required by state statutory, regulatory, or Federal lawotherwise) or that may be legally waived and released; b. any and all claims arising under the terms tort, contract, and quasi-contract law, including, but not limited to, claims of any applicable planbreach of an express or implied contract, program tortious interference with contract or other arrangement prospective business advantage, breach of the Company. (b) The Executive intends this Section 5 covenant of the Noncompetition Agreement to be binding on his successorsgood faith and fair dealing, and the Executive specifically agrees not to file promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States sickness or any stateother harm, county wrongful or municipalityretaliatory discharge, or before any other tribunalfraud, public or private, against 3 Insert if Employee is over the Company arising from or relating to his employment with or his termination age of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 540. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or reDocuSign Envelope ID: 22BDBD4C-7EA9-employment with the Company, and he agrees that any application for re4655-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty9425-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.2C39E2311B34

Appears in 1 contract

Samples: Executive Employment Agreement (Pagaya Technologies Ltd.)

General Release of All Claims. (a) For valuable consideration, In consideration for the adequacy of which is hereby acknowledged, the undersigned Executive, on his own behalf and on behalf of his heirs, executors, administrators, successors, representatives and assigns, does herein knowingly and voluntarily unconditionally release, waivepayments described in Paragraphs 1, and fully discharge 2 and the Parentother benefits provided for in this Separation Agreement, which are in excess of the Company compensation and each of their subsidiaries (including successors and assigns thereof) and all of their respective pastbenefits that Employee would normally receive upon her termination from Magellan, present and future employees, officers, directors, agents, affiliates, parents, predecessors, administrators, representatives, attorneys, and shareholders, and employee benefit plans, Employee hereby releases Magellan from any and all legal claims, liabilitiesdemands, actions, suits, causes of action (whether before a court or an administrative agency)injuries, damages, costsor liabilities that Employee had, attorneys’ fees, interest, injuries, expenses, debtshas, or demands of any nature whatsoevermay have against Magellan, known or unknown, liquidated from the beginning of time up to the later of the Effective Date of this Separation Agreement or unliquidatedthe Termination Date, absolute or contingentexcepting only those claims, at law or in equityif any, which were or could have been filed with any FederalEmployee is prohibited by law from waiving. This release includes, state or local courtbut is not limited to, agency, arbitrator or any other entity, based directly on indirectly on the Executive’s employment with and separation from the Company or based on any other alleged act or omission by or on behalf of the Parent, or the Company prior to the Executive’s signing this Noncompetition Agreement. Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims specifically includes all claims based on under the terms, conditions, and privileges of employment, and those based on breach of contract (express or implied), tort, harassment, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful discharge, the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination)Agreement, Title VII of the Civil Rights Act of 1964, as amendedthe Rehabilitation Act of 1973, the Civil Rights Act of 1991Americans with Disabilities Act, the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of Title 42 of the United States Code, as amended, 41 U.S.C. Section 1981 (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination)Employment Retirement Insurance Security Act, the National Age Discrimination in Employment Act, the Fair Labor Relations Standards Act, the Family and Medical Leave Act, the Equal Pay Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act, the Immigration Reforn and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), the Employee Retirement Income Security Act of 1974, as amended, any all other federal, state or local fair employment, civil or human rights, wage and hour laws and wage payment laws, and any other Federal, state, and local laws related to employment practices or other governmental statutesotherwise. However, lawsnotwithstanding the foregoing: (i) Employee does not release or waive any rights to her vested and accrued amounts under Employer’s 401(k) plan and vested stock options, ordinances(ii) subject to the provisions and requirements of such law, regulations and ordersEmployee does not release or waive her rights, if any, to indemnification in her capacity as an officer of Employer under the corporate law of the State of Delaware, (iii) Employee does not release or waive her rights, if any, under common lawany applicable officers insurance coverage of Employer and officers in effect at the Termination Date, and under any Company policy, procedure, bylaw or rule. This Section 5 of the Noncompetition (iv) nothing in this Separation Agreement shall be construed to waive any right that is not waive subject to waiver by private agreement, including, without limitation, any claims arising under state unemployment insurance or release any workers compensation laws or California Labor Code section 2802. Employee understands that rights or claims under the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621, et seq.) that the Executive may have which arise after the date of Employee executes this Noncompetition Separation Agreement or that arise are not waived. Employee also agrees to waive and relinquish all rights and benefits afforded under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal law) or claims arising under the terms of any applicable planfederal, program or other arrangement of the Company. (b) The Executive intends this Section 5 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or local law which provides in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides substance that a general release does shall not extend to claims or injuries which the Executive does not know are unknown or suspect unsuspected to exist in his favor at the time of executive the release is executed. Magellan expressly denies that it has any liability to Employee, and this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. (d) The Executive agrees that he shall Separation Agreement should not be eligible construed as an admission of such liability. For purposes of this Paragraph, Magellan shall include its past and shall not seek or apply for reinstatement or re-employment with the Companypresent directors, officers, agents, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreementemployees, the Executive specifically waives and releases such partiesas well as its corporate parents, to the extent set forth in this Section 5subsidiaries, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitledaffiliates, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreementsuccessors, and all payments their past and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revokepresent directors, officers, agents, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceableemployees. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 1 contract

Samples: Separation Agreement (Magellan Health Inc)

General Release of All Claims. (a) For valuable considerationThe purpose of this Agreement is to resolve any dispute Employee has or might ever have claimed arising from or relating to Employee’s employment or separation of employment from the Company, and to facilitate Employee’s transition to other employment. Accordingly, in exchange for the adequacy of which is hereby acknowledgedconsideration set forth in Section 1 above, the undersigned ExecutiveEmployee, on his Employee’s own behalf and on behalf of his Employee’s heirs, administrators, executors, administrators, successors, representatives and assigns, does herein knowingly hereby irrevocably and voluntarily unconditionally releasewaives, waivereleases, and fully discharge discharges the ParentCompany, and any and all of the Company Company’s affiliates, parents, partnerships, divisions, and subsidiaries, and each of their subsidiaries (including successors the Company’s and assigns thereof) and all of their respective pastits existing, present former and future employeesdirectors, managers, members, officers, directors, shareholders, employees, representatives, agents, affiliatesattorneys, parentsinsurers, predecessors, administrators, representatives, attorneyssuccessors, and shareholdersassigns (collectively, and employee benefit plansthe “Released Parties”), to the full extent permitted by law, from any and all legal claims, demands, actions, causes of action, judgments, rights, fees, damages, debts, obligations, liabilities, suits, causes and expenses (inclusive of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands ) of any nature kind whatsoever, whether known or unknown, liquidated that Employee may have or unliquidatedhas ever had against the Released Parties arising out of, absolute or contingent, at law or in equityany way related to Employee’s hire, which were benefits, employment, or could have been filed with any Federal, state or local court, agency, arbitrator or any other entity, based directly on indirectly on the Executive’s separation from employment with and separation the Company by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter from the Company or based on beginning of time up to and including the date of Employee’s execution of this Agreement, including, but not limited to any other alleged act or omission by or on behalf of the Parent, or the Company prior to the Executive’s signing this Noncompetition Agreement. Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on breach of contract (express or implied), tort, harassment, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful discharge, under: a. [the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), ADEA”),]4 Title VII of the Civil Rights Act of 19641964 (Title VII), as amendedthe Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA), the Families First Coronavirus Response Act (FFCRA), the Fair Labor Standards Act (FLSA), the Equal Pay Act, the Employee Retirement Income Security Act (ERISA) (regarding unvested benefits), the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of U.S.C. Title 42 of 42, the United States Code, as amended, 41 U.S.C. Section 1981 Worker Adjustment and Retraining Notification Act (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discriminationWARN), the National Labor Relations ActUniform Services Employment and Reemployment Rights Act (USERRA), the Equal Pay Genetic Information Nondiscrimination Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act(XXXX), the Immigration Reforn Reform and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitationIRCA), the Employee Retirement Income Security Act of 1974New York State Human Rights Law (NYSHRL), as amendedthe New York Labor Law (including but not limited to the Retaliatory Action by Employers Law, any federalthe New York State Worker Adjustment and Retraining Notification Act, state or local fair employmentall provisions prohibiting discrimination and retaliation, civil or human rights, and all provisions regulating wage and hour laws law), the New York Civil Rights Law, Section 125 of the New York Workers’ Compensation Law, Article 23-A of the New York Correction Law, the New York City Human Rights Law (NYCHRL), and wage payment lawsthe New York City Earned Sick Leave Law, all including any amendments and their respective implementing regulations, and any other Federalfederal, state, local local, or other governmental statutes, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. This Section 5 of the Noncompetition Agreement shall not waive or release any rights or claims that the Executive may have which arise after the date of this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable foreign law (including post-termination health-continuation insurance benefits required by state statutory, regulatory, or Federal lawotherwise) or that may be legally waived and released; b. any and all claims arising under the terms tort, contract, and quasi-contract law, including, but not limited to, claims of any applicable planbreach of an express or implied contract, program tortious interference with contract or other arrangement prospective business advantage, breach of the Company. (b) The Executive intends this Section 5 covenant of the Noncompetition Agreement to be binding on his successorsgood faith and fair dealing, and the Executive specifically agrees not to file promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States sickness or any stateother harm, county wrongful or municipalityretaliatory discharge, or before any other tribunalfraud, public or private, against 4 Insert if Employee is over the Company arising from or relating to his employment with or his termination age of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 540. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or reDocuSign Envelope ID: 934EA4BF-4E63-employment with the Company, and he agrees that any application for re4656-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty92D3-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.A8A6BA95BB09

Appears in 1 contract

Samples: Executive Employment Agreement (Pagaya Technologies Ltd.)

General Release of All Claims. (a) For valuable considerationIn exchange for the Severance Payment, the adequacy of which is hereby acknowledged, the undersigned Executive, on his own behalf you agree to waive and on behalf of his heirs, executors, administrators, successors, representatives release any and assigns, does herein knowingly all claims to relief from AudioEye and voluntarily unconditionally release, waiveits affiliated entities, and fully discharge the Parent, the Company and each of their subsidiaries (including successors and assigns thereof) and all of their respective past, present current and future employees, former officers, directors, agentsstockholders, employees, owners, partners, members, parents, affiliates, parentssubsidiaries, predecessorsdivisions, administratorsrelated entities, representativesagents, attorneys, and shareholdersinsurers, and employee benefit plans(collectively, from the “Released Parties”), including without limitation, any and all legal claims, demands, liabilities, suitsobligations, causes, and causes of action (of whatever kind or nature, whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands of any nature whatsoever, known or unknown, liquidated past or unliquidatedpresent, absolute suspected or contingentunsuspected including, at law without limitation, those that arise out of or in equity, which were or could have been filed with any Federal, state or local court, agency, arbitrator or any other entity, based directly on indirectly on the Executive’s that relate to: your employment with and separation from AudioEye; the Company termination of your employment with AudioEye; all statements or based on any other alleged act or omission by or on behalf actions of the Parent, or the Company prior to the Executive’s signing this Noncompetition Agreement. Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of Released Parties; all claims specifically includes all claims based on that arise under the termsCivil Rights Act of 1964, conditions, and privileges of employment, and those based on breach of contract (express or implied), tort, harassment, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful dischargethe Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment Family and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of Title 42 of the United States Code, as amended, 41 U.S.C. Section 1981 (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, the Equal Pay Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act, the Immigration Reforn and Control Arizona Employment Protection Act, as amended, and the Vietnam Era Veterans Readjustment Assistance Arizona Civil Rights Act, Sections 503-504 ; all claims for wrongful discharge; all claims for retaliation; all claims for breach of the Rehabilitation Act any implied or express contract; all claims for intentional or negligent infliction of 1973 (handicap rehabilitation), the Employee Retirement Income Security Act of 1974, as amended, emotional distress; all claims for defamation; all claims for relief or other benefits under any federal, state or local fair employment, civil or human rights, wage and hour laws and wage payment laws, and any other Federal, state, local or other governmental statutes, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. This Section 5 of the Noncompetition Agreement shall not waive or release any rights or claims that the Executive may have which arise after the date of this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal law) or claims arising under the terms of any applicable plan, program or other arrangement of the Company. (b) The Executive intends this Section 5 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any statelocal statute, county or municipalityordinance, regulation, or before rule of decision; all claims for benefits, wages, bonuses, commissions, compensation, expense reimbursements, disbursements, renewals, severance pay, attorneys’ fees, liquidated damages, punitive damages, and costs; and all other known and unknown claims (collectively, the “Released Claims”). The Released Claims do not include a release of any other tribunal, public claims or private, against the Company arising from or relating to his employment with or his termination of employment rights that cannot be waived by law. Also excluded from the Company and/or any other occurrences Released Claims is your right to file: (i) a lawsuit to challenge the date effectiveness of this Noncompetition Agreement, other than a claim challenging the validity release of this Section 5 of the Noncompetition Agreement claims under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 Act, or (“OWBPA”); (2ii) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf a charge filed with an administrative agency, but you acknowledge and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange agree that you cannot recover any monetary or injunctive relief pursuant to such charge. It is important for the general release of all claims in this Section 5 represents consideration over and above you to understand that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to if you sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance you will be the “effective date” of this Noncompetition Agreementreleasing legal claims, whether those claims are valid or not.

Appears in 1 contract

Samples: Severance Agreement (Audioeye Inc)

General Release of All Claims. (a) For valuable consideration, the adequacy of which is hereby acknowledged, the undersigned Executive, on his own behalf and on behalf of his heirs, executors, administrators, successors, representatives and assigns, does herein knowingly and voluntarily unconditionally release, waive, and fully discharge the Parent, the Company and each of their its subsidiaries (including successors and assigns thereof) and all of their respective past, present and future employees, officers, directors, agents, affiliates, parents, predecessors, administrators, representatives, attorneys, and shareholders, and employee benefit plans, from any and all legal claims, liabilities, suits, causes of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands of any nature whatsoever, known or unknown, liquidated or unliquidated, absolute or contingent, at law or in equity, which were or could have been filed with any Federal, state or local court, agency, arbitrator or any other entity, based directly on indirectly on the Executive’s employment with and separation from the Company or based on any other alleged act or omission by or on behalf of the Parent, or the Company prior to the Executive’s signing this Noncompetition Agreement. Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on breach of contract (express or implied), tort, harassment, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful discharge, the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of Title 42 of the United States Code, as amended, 41 U.S.C. Section 1981 (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, the Equal Pay Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act, the Immigration Reforn Reform and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), the Employee Retirement Income Security Act of 1974, as amended, any federal, state or local fair employment, civil or human rights, wage and hour laws and wage payment laws, and any other Federal, state, local or other governmental statutes, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. This Section 5 3 of the Noncompetition Agreement shall not waive or release any rights or claims (i) that the Executive may have which arise after the date of this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal law) or claims arising under the terms of any applicable plan, program or other arrangement of the Company; (ii) for payments and benefits under Sections 3 and 4 of the Agreement; (iii) for indemnification (including advancement of attorneys’ fees) and directors and officers liability insurance; and (iv) for any rights for any equity awards pursuant to the terms of such equity grant, including, but not limited, to any rights for accelerated vesting and extended exercise periods of exercisable equity awards. (b) The Executive intends this Section 5 3 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters covered released herein. The Executive further agrees agrees, with respect of matters released herein, never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 3 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 53. Nothing in this Section 5 3 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the ParentCompany. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such partiesthe Company, to the extent set forth in this Section 53, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 3 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 3 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 3 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable. (f) This Section 5 3 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 3 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 1 contract

Samples: Change in Control Agreement (Aon Corp)

General Release of All Claims. (a) For valuable consideration, the adequacy of which is hereby acknowledged, the undersigned (“Executive”), on his own behalf and on behalf of his heirs, executors, administrators, successors, representatives and assigns, does herein knowingly and voluntarily unconditionally release, waive, and fully discharge the ParentMxxxx & McLennan Companies, the Company Inc. and each of their its subsidiaries (including successors and assigns thereof) (collectively, the “Company”), and all of their respective past, present and future employees, officers, directors, agents, affiliates, parents, predecessors, administrators, representatives, attorneys, and shareholders, and employee benefit plans, from any and all legal claims, liabilities, suits, causes of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands of any nature whatsoever, known or unknown, liquidated or unliquidated, absolute or contingent, at law or in equity, which were or could have been filed with any Federal, state state, or local court, agency, arbitrator or any other entity, based directly on or indirectly on the Executive’s employment with and separation from the Company or based on any other alleged act or omission by or on behalf of the Parent, or the Company prior to the Executive’s signing this Noncompetition AgreementGeneral Release. Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims General Release specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on breach of contract (express or implied), tort, harassment, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful discharge, the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section Sections 1981 through 1988 of Title 42 of the United States Codecode, as amended, 41 U.S.C. Section §1981 (discrimination), 29 U.S.C. Section §206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, the Equal Pay Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act, the Immigration Reforn Reform and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections §§503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), the Employee Retirement Income Security Act of 1974, as amended, any federal, state or local fair employment, civil or human rights, wage and hour laws and wage payment laws, and any and all other Federal, state, local or other governmental statutes, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. This Section 5 of the Noncompetition Agreement General Release shall not waive or release any rights or claims that the Executive may have which arise after the date of this Noncompetition Agreement or that arise under or are preserved by the Agreement, General Release and shall not waive any claims for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal law) or claims arising under the terms of any applicable plan, program or other arrangement of the Company. (b) The Executive intends this Section 5 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 1 contract

Samples: Employment Agreement (Marsh & McLennan Companies, Inc.)

General Release of All Claims. (a) For valuable considerationMxxxxx, the adequacy of which is hereby acknowledgedhis beneficiaries, the undersigned Executive, on his own behalf and on behalf of his heirstrustees, executors, administrators, agents, representatives, heirs, successors, representatives and assigns, does herein knowingly both past and present, do hereby knowingly, voluntarily unconditionally releaseand completely release without limitation and forever discharge Company and its affiliated, waiverelated or subsidiary entities, and fully discharge the Parent, the Company and each of its or their subsidiaries (including successors and assigns thereof) and all of their respective past, present and future employeesformer shareholders, officers, directors, employees, managers, agents, affiliates, parents, predecessors, administrators, representatives, attorneys, and shareholderssuccessors, and employee benefit plansassigns (hereinafter collectively referred to as “Company”), individually and collectively, from any and all legal claims, rights, demands, actions, obligations, liabilities, suits, and causes of action (of any and every kind, nature, and character whatsoever, whether before a court known or an administrative agency)unknown, suspected or unsuspected, that Mxxxxx may now have, may ever have had, may ever in the future have, or may ever believe he has against Company, based upon any transaction or occurrence involving the Company or any act or omission by Company prior to and including the date of execution of this Agreement by Mxxxxx, including, but not limited to, any and all claims for damages, costsbenefits, compensation, declaratory or injunctive relief or attorneys’ fees, interestwhether in a direct action in Mxxxxx’x own behalf or in a derivative action on behalf of the Company, injuriesarising from or in any way related to Mxxxxx’x employment by Company, expensesthe termination thereof, debtsany other transaction or occurrence involving the Company, or demands of any nature whatsoever, known or unknown, liquidated or unliquidated, absolute or contingent, at law or in equity, which were or could have been filed with any Federal, state or local court, agency, arbitrator or any other entity, based directly on indirectly on the Executive’s employment with and separation from the Company or based on any other alleged act or omission by any officer, director, employee, or on behalf agent of the ParentCompany, or the Company prior to the Executive’s signing this Noncompetition Agreement. Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims specifically includes all claims whether based on the termstort, conditions, and privileges of employment, and those based on breach of contract (express or implied), tortor any federal, harassmentstate, intentional infliction or local law, statute or regulation, including, but not limited to, any claim arising under or related to (i) any of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful discharge, the following statutes or any state counterparts – the federal Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of Title 42 of the United States Code, as amended, 41 U.S.C. Section 1981 (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, the Equal Pay Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act, the Immigration Reforn and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), the Employee Retirement Income Security Act Act, Fair Labor Standards Act, Older Workers Benefit Protection Act, or the Texas Commission on Human Rights Act, and any amendments to any of 1974such statutes, as amended, (ii) any other federal, state or local fair employment, civil or human rights, wage and hour laws and wage payment laws, and any other Federal, state, local or other governmental statutes, laws, ordinances, regulations and orders, under common rights law, and under or (iii) any Company public policy, procedure, bylaw or rule. This Section 5 of the Noncompetition Agreement shall not waive or release any rights or claims that the Executive may have which arise after the date of this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal law) or claims arising under the terms of any applicable plan, program or other arrangement of the Company. (b) The Executive intends this Section 5 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equitycontract, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agencycommon law claim, including without limitationany tort claims (e.g., the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute negligent or regulationintentional infliction of emotional distress, state or federaldefamation, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreementwrongful termination, which if known to him must have materially affected his settlement with the Company and/or the Parent. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Companyfraud, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreementmisrepresentation), whether known based on common law or unknownotherwise (collectively, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (OWBPAReleased Claims”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 1 contract

Samples: Severance Agreement (Azz Inc)

General Release of All Claims. (a) For valuable consideration, the adequacy of which is hereby acknowledged, the undersigned (“Executive”), on his own behalf and on behalf of his heirs, executors, administrators, successors, representatives and assigns, does herein knowingly and voluntarily unconditionally release, waive, and fully discharge the ParentMxxxx & McLennan Companies, the Company Inc. and each of their its subsidiaries (including successors and assigns thereof) (collectively, the “Company”), and all of their respective past, present and future employees, officers, directors, agents, affiliates, parents, predecessors, administrators, representatives, attorneys, and shareholders, and employee benefit plans, from any and all legal claims, liabilities, suits, causes of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands of any nature whatsoever, known or unknown, liquidated or unliquidated, absolute or contingent, at law or in equity, which were or could have been filed with any Federal, state state, or local court, agency, arbitrator or any other entity, based directly on or indirectly on the Executive’s employment with and separation from the Company or based on any other alleged act or omission by or on behalf of the Parent, or the Company prior to the Executive’s signing this Noncompetition AgreementGeneral Release. Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims General Release specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on breach of contract (express or implied), tort, harassment, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful discharge, the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section Sections 1981 through 1988 of Title 42 of the United States Codecode, as amended, 41 U.S.C. Section §1981 (discrimination), 29 U.S.C. Section §206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, the Equal Pay Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act, the Immigration Reforn Reform and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections §§503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), the Employee Retirement Income Security Act of 1974, as amended, any federal, state or local fair employment, civil or human rights, wage and hour laws and wage payment laws, and any and all other Federal, state, local or other governmental statutes, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. This Section 5 of the Noncompetition Agreement General Release shall not waive or release any rights or claims that the Executive may have which arise after the date of this Noncompetition Agreement General Release or that arise under or are preserved by Article 5 of the Employment Agreement, effective as of November 1, 2005, by and between Company and the Executive (the “Employment Agreement”) and shall not waive any claims for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal law) or claims arising under the terms of any applicable plan, program or other arrangement of the Company. (b) The Executive intends this Section 5 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 1 contract

Samples: Employment Agreement (Marsh & McLennan Companies, Inc.)

General Release of All Claims. (a) For valuable consideration, the adequacy of which is hereby acknowledged, the undersigned (“Executive”), on his her own behalf and on behalf of his her heirs, executors, administrators, successors, representatives and assigns, does herein knowingly and voluntarily unconditionally release, waive, and fully discharge the ParentMxxxx & MxXxxxxx Companies, the Company Inc. and each of their its subsidiaries (including successors and assigns thereof) (collectively, the “Company”), and all of their respective past, present and future employees, officers, directors, agents, affiliates, parents, predecessors, administrators, representatives, attorneys, and shareholders, and employee benefit plans, from any and all legal claims, liabilities, suits, causes of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands of any nature whatsoever, known or unknown, liquidated or unliquidated, absolute or contingent, at law or in equity, which were or could have been filed with any Federal, state state, or local court, agency, arbitrator or any other entity, based directly on or indirectly on the Executive’s employment with and separation from the Company or based on any other alleged act or omission by or on behalf of the Parent, or the Company prior to the Executive’s signing this Noncompetition AgreementGeneral Release. Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims General Release specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on breach of contract (express or implied), tort, harassment, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful discharge, the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section Sections 1981 through 1988 of Title 42 of the United States Codecode, as amended, 41 U.S.C. Section §1981 (discrimination), 29 U.S.C. Section §206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, the Equal Pay Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act, the Immigration Reforn Reform and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections §§503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), the Employee Retirement Income Security Act of 1974, as amended, any federal, state or local fair employment, civil or human rights, wage and hour laws and wage payment laws, and any and all other Federal, state, local or other governmental statutes, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. This Section 5 of the Noncompetition Agreement General Release shall not waive or release release: (i) any rights or claims that the Executive may have which arise after the date of this Noncompetition Agreement General Release; including the right to enforce the terms of the Employment Agreement, (ii) Executive’s eligibility for indemnification or coverage under any insurance policy, (iii) any right that arise under or are preserved Executive may have to assert an affirmative defense to a claim by the Agreement, and shall not waive Company (or any claims for benefits required other entity that is released by applicable law this release of claims) or (including iv) any rights to post-termination health-continuation insurance benefits required by state or Federal law) or claims arising under the terms of any applicable plan, program or other arrangement of the Company. (b) The Executive intends this Section 5 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States law or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceableother vested benefits. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 1 contract

Samples: Employment Agreement (Marsh & McLennan Companies, Inc.)

General Release of All Claims. (a) For valuable considerationThe purpose of this Agreement is to resolve any dispute Employee has or might ever have claimed arising from or relating to Employee’s employment or separation of employment from the Company, and to facilitate Employee’s transition to other employment. Accordingly, in exchange for the adequacy of which is hereby acknowledgedconsideration set forth in Section 1 above, the undersigned ExecutiveEmployee, on his Employee’s own behalf and on behalf of his Employee’s heirs, administrators, executors, administrators, successors, representatives and assigns, does herein knowingly hereby irrevocably and voluntarily unconditionally releasewaives, waivereleases, and fully discharge discharges the ParentCompany, and any and all of the Company Company’s affiliates, parents, partnerships, divisions, and subsidiaries, and each of their subsidiaries (including successors the Company’s and assigns thereof) and all of their respective pastits existing, present former and future employeesdirectors, managers, members, officers, directors, shareholders, employees, representatives, agents, affiliatesattorneys, parentsinsurers, predecessors, administrators, representatives, attorneyssuccessors, and shareholdersassigns (collectively, and employee benefit plansthe “Released Parties”), to the full extent permitted by law, from any and all legal claims, demands, actions, causes of action, judgments, rights, fees, damages, debts, obligations, liabilities, suits, causes and expenses (inclusive of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands ) of any nature kind whatsoever, whether known or unknown, liquidated that Employee may have or unliquidatedhas ever had against the Released Parties arising out of, absolute or contingent, at law or in equityany way related to Employee’s hire, which were benefits, employment, or could have been filed with any Federal, state or local court, agency, arbitrator or any other entity, based directly on indirectly on the Executive’s separation from employment with and separation the Company by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter from the Company or based on beginning of time up to and including the date of Employee’s execution of this Agreement, including, but not limited to any other alleged act or omission by or on behalf of the Parent, or the Company prior to the Executive’s signing this Noncompetition Agreement. Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on breach of contract (express or implied), tort, harassment, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful discharge, under: a. [the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), ADEA”),]3 Title VII of the Civil Rights Act of 19641964 (Title VII), as amendedthe Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA), the Families First Coronavirus Response Act (FFCRA), the Fair Labor Standards Act (FLSA), the Equal Pay Act, the Employee Retirement Income Security Act (ERISA) (regarding unvested benefits), the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of U.S.C. Title 42 of 42, the United States Code, as amended, 41 U.S.C. Section 1981 Worker Adjustment and Retraining Notification Act (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discriminationWARN), the National Labor Relations ActUniform Services Employment and Reemployment Rights Act (USERRA), the Equal Pay Genetic Information Nondiscrimination Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act(XXXX), the Immigration Reforn Reform and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitationIRCA), the Employee Retirement Income Security Act of 1974New York State Human Rights Law (NYSHRL), as amendedthe New York Labor Law (including but not limited to the Retaliatory Action by Employers Law, any federalthe New York State Worker Adjustment and Retraining Notification Act, state or local fair employmentall provisions prohibiting discrimination and retaliation, civil or human rights, and all provisions regulating wage and hour laws law), the New York Civil Rights Law, Section 125 of the New York Workers’ Compensation Law, Article 23-A of the New York Correction Law, the New York City Human Rights Law (NYCHRL), and wage payment lawsthe New York City Earned Sick Leave Law, all including any amendments and their respective implementing regulations, and any other Federalfederal, state, local local, or other governmental statutes, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. This Section 5 of the Noncompetition Agreement shall not waive or release any rights or claims that the Executive may have which arise after the date of this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable foreign law (including post-termination health-continuation insurance benefits required by state statutory, regulatory, or Federal lawotherwise) or that may be legally waived and released; b. any and all claims arising under the terms tort, contract, and quasi-contract law, including, but not limited to, claims of any applicable planbreach of an express or implied contract, program tortious interference with contract or other arrangement prospective business advantage, breach of the Company. (b) The Executive intends this Section 5 covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical 3 Insert if Employee is over the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect age of matters covered herein40. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or reDocuSign Envelope ID: 17DEE07E-employment with the Company, and he agrees that any application for reA5D1-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty4BBD-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.BAE5-76CF0EB7DF5D

Appears in 1 contract

Samples: Executive Employment Agreement (Pagaya Technologies Ltd.)

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General Release of All Claims. (a) For valuable considerationThe purpose of this Agreement is to resolve any dispute Employee has or might ever have claimed arising from or relating to Employee’s employment or separation of employment from the Company, and to facilitate Employee’s transition to other employment. Accordingly, in exchange for the adequacy of which is hereby acknowledgedconsideration set forth in Section 2 above, the undersigned ExecutiveEmployee, on his Employee’s own behalf and on behalf of his Employee’s heirs, administrators, executors, administrators, successors, representatives and assigns, does herein knowingly hereby irrevocably and voluntarily unconditionally releasewaives, waivereleases, and fully discharge discharges the ParentCompany, and any and all of the Company Company’s affiliates, parents, partnerships, divisions, and subsidiaries, and each of their subsidiaries (including successors the Company’s and assigns thereof) and all of their respective pastits existing, present former and future employeesdirectors, managers, members, officers, directors, shareholders, employees, representatives, agents, affiliatesattorneys, parentsinsurers, predecessors, administrators, representatives, attorneyssuccessors, and shareholdersassigns (collectively, and employee benefit plansthe “Released Parties”), to the full extent permitted by law, from any and all legal claims, demands, actions, causes of action, judgments, rights, fees, damages, debts, obligations, liabilities, suits, causes and expenses (inclusive of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands ) of any nature kind whatsoever, whether known or unknown, liquidated that Employee may have or unliquidatedhas ever had against the Released Parties arising out of, absolute or contingent, at law or in equityany way related to Employee’s hire, which were benefits, employment, or could have been filed with any Federal, state or local court, agency, arbitrator or any other entity, based directly on indirectly on the Executive’s separation from employment with and separation the Company by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter from the Company or based on beginning of time up to and including the date of Employee’s execution of this Agreement, including, but not limited to any other alleged act or omission by or on behalf of the Parent, or the Company prior to the Executive’s signing this Noncompetition Agreement. Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on breach of contract (express or implied), tort, harassment, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful discharge, under: a. the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), Title VII of the Civil Rights Act of 19641964 (Title VII), as amendedthe Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA), the Families First Coronavirus Response Act (FFCRA), the Fair Labor Standards Act (FLSA), the Equal Pay Act, the Employee Retirement Income Security Act (ERISA) (regarding unvested benefits), the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of U.S.C. Title 42 of 42, the United States Code, as amended, 41 U.S.C. Section 1981 Worker Adjustment and Retraining Notification Act (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discriminationWARN), the National Labor Relations ActUniform Services Employment and Reemployment Rights Act (USERRA), the Equal Pay Genetic Information Nondiscrimination Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act(XXXX), the Immigration Reforn Reform and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitationIRCA), the Employee Retirement Income Security Act of 1974New York State Human Rights Law (NYSHRL), as amendedthe New York Labor Law (including but not limited to the Retaliatory Action by Employers Law, any federalthe New York State Worker Adjustment and Retraining Notification Act, state or local fair employmentall provisions prohibiting discrimination and retaliation, civil or human rights, and all provisions regulating wage and hour laws law), the New York Civil Rights Law, Section 125 of the New York Workers’ Compensation Law, Article 23-A of the New York Correction Law, the New York City Human Rights Law (NYCHRL), and wage payment lawsthe New York City Earned Sick Leave Law, all including any amendments and their respective implementing regulations, and any other Federalfederal, state, local local, or other governmental statutes, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. This Section 5 of the Noncompetition Agreement shall not waive or release any rights or claims that the Executive may have which arise after the date of this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable foreign law (including post-termination health-continuation insurance benefits required by state statutory, regulatory, or Federal lawotherwise) or that may be legally waived and released; b. any and all claims arising under the terms tort, contract, and quasi-contract law, including, but not limited to, claims of any applicable planbreach of an express or implied contract, program tortious interference with contract or other arrangement prospective business advantage, breach of the Company. (b) The Executive intends this Section 5 covenant of the Noncompetition Agreement to be binding on his successorsgood faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, and the Executive specifically agrees negligent or intentional infliction of emotional distress; and c. any and all claims for monetary or equitable relief, including, but not to file or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access limited to, cooperation attorneys’ fees, back pay, front pay, reinstatement, experts’ fees, medical fees or participation with any governmental agencyexpenses, including without limitationcosts, and disbursements, punitive damages, liquidated damages, and penalties. Notwithstanding the foregoing, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides Parties agree that a this general release does not extend apply to any claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. (d) The Executive agrees that he shall cannot be eligible released under applicable law, or any vested benefits accrued by Employee prior to the Separation Date under any compensation or benefit plans, programs and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made arrangements maintained by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release benefit of all claims in this Section 5 represents consideration over its employees and above that subject to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceableERISA. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 1 contract

Samples: Confidential General Release and Separation Agreement (Pagaya Technologies Ltd.)

General Release of All Claims. (a) For valuable considerationThe purpose of this Agreement is to resolve any dispute Employee has or might ever have claimed arising from or relating to Employee’s employment or separation of employment from the Company, and to facilitate Employee’s transition to other employment. Accordingly, in exchange for the adequacy of which is hereby acknowledgedconsideration set forth in Section 1 above, the undersigned ExecutiveEmployee, on his Employee’s own behalf and on behalf of his Employee’s heirs, administrators, executors, administrators, successors, representatives and assigns, does herein knowingly hereby irrevocably and voluntarily unconditionally releasewaives, waivereleases, and fully discharge discharges the ParentCompany, and any and all of the Company Company’s affiliates, parents, partnerships, divisions, and subsidiaries, and each of their subsidiaries (including successors the Company’s and assigns thereof) and all of their respective pastits existing, present former and future employeesdirectors, managers, members, officers, directors, shareholders, employees, representatives, agents, affiliatesattorneys, parentsinsurers, predecessors, administrators, representatives, attorneyssuccessors, and shareholdersassigns (collectively, and employee benefit plansthe “Released Parties”), to the full extent permitted by law, from any and all legal claims, demands, actions, causes of action, judgments, rights, fees, damages, debts, obligations, liabilities, suits, causes and expenses (inclusive of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands ) of any nature kind whatsoever, whether known or unknown, liquidated that Employee may have or unliquidatedhas ever had against the Released Parties arising out of, absolute or contingent, at law or in equityany way related to Employee’s hire, which were benefits, employment, or could have been filed with any Federal, state or local court, agency, arbitrator or any other entity, based directly on indirectly on the Executive’s separation from employment with and separation the Company by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter from the Company or based on beginning of time up to and including the date of Employee’s execution of this Agreement, including, but not limited to any other alleged act or omission by or on behalf of the Parent, or the Company prior to the Executive’s signing this Noncompetition Agreement. Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on breach of contract (express or implied), tort, harassment, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful discharge, under: a. [the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), ADEA”),]4 Title VII of the Civil Rights Act of 19641964 (Title VII), as amendedthe Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA), the Families First Coronavirus Response Act (FFCRA), the Fair Labor Standards Act (FLSA), the Equal Pay Act, the Employee Retirement Income Security Act (ERISA) (regarding unvested benefits), the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of U.S.C. Title 42 of 42, the United States Code, as amended, 41 U.S.C. Section 1981 Worker Adjustment and Retraining Notification Act (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discriminationWARN), the National Labor Relations ActUniform Services Employment and Reemployment Rights Act (USERRA), the Equal Pay Genetic Information Nondiscrimination Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act(XXXX), the Immigration Reforn Reform and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitationIRCA), the Employee Retirement Income Security Act of 1974New York State Human Rights Law (NYSHRL), as amendedthe New York Labor Law (including but not limited to the Retaliatory Action by Employers Law, any federalthe New York State Worker Adjustment and Retraining Notification Act, state or local fair employmentall provisions prohibiting discrimination and retaliation, civil or human rights, and all provisions regulating wage and hour laws law), the New York Civil Rights Law, Section 125 of the New York Workers’ Compensation Law, Article 23-A of the New York Correction Law, the New York City Human Rights Law (NYCHRL), and wage payment lawsthe New York City Earned Sick Leave Law, all including any amendments and their respective implementing regulations, and any other Federalfederal, state, local local, or other governmental statutes, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. This Section 5 of the Noncompetition Agreement shall not waive or release any rights or claims that the Executive may have which arise after the date of this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable foreign law (including post-termination health-continuation insurance benefits required by state statutory, regulatory, or Federal lawotherwise) or that may be legally waived and released; b. any and all claims arising under the terms tort, contract, and quasi-contract law, including, but not limited to, claims of any applicable planbreach of an express or implied contract, program tortious interference with contract or other arrangement prospective business advantage, breach of the Company. (b) The Executive intends this Section 5 covenant of the Noncompetition Agreement to be binding on his successorsgood faith and fair dealing, and the Executive specifically agrees not to file promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States sickness or any stateother harm, county wrongful or municipalityretaliatory discharge, or before any other tribunalfraud, public or private, against 4 Insert if Employee is over the Company arising from or relating to his employment with or his termination age of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 540. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or reDocuSign Envelope ID: AD28D6FA-7E5A-4F24-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.BF0A-156DB9A59E2C

Appears in 1 contract

Samples: Executive Employment Agreement (Pagaya Technologies Ltd.)

General Release of All Claims. (a) For valuable considerationEmployee knowingly and voluntarily releases and forever discharges CNSI, the adequacy of which is hereby acknowledgedits affiliates, the undersigned Executivesubsidiaries, on his own behalf and on behalf of his heirsdivisions, executorspredecessors, administratorsinsurers, successors, representatives successors and assigns, does herein knowingly and voluntarily unconditionally releasetheir current and former employees, waive, and fully discharge the Parent, the Company and each of their subsidiaries (including successors and assigns thereof) and all of their respective past, present and future employeesattorneys, officers, directorsdirectors and agents thereof, agentsboth individually and in their business capacities, affiliates(collectively referred to throughout the remainder of this Agreement as “CNSI Parties”), parents, predecessors, administrators, representatives, attorneys, of and shareholders, and employee benefit plans, from any and all legal claimsdemands, liabilities, suits, claims and causes of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands of any nature whatsoeveraction, known or and unknown, liquidated asserted or unliquidatedunasserted, absolute or contingent, at in law or in equity, which were the Employee has or could may have been filed against CNSI Parties arising out of, or in any way related to Employee’s employment with any FederalCNSI or termination therefrom, state or local court, agency, arbitrator or any other entitymatter or claim which occurred, based directly on indirectly on arose or existed as of the Executive’s employment with and separation from the Company or date of execution of this Agreement based on any other alleged act or omission by or on behalf violation of federal law, including, but not limited to claims under Title VII of the Parent1964 Civil Rights Act, or the Company prior to the Executive’s signing this Noncompetition Agreement. Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on breach of contract as amended (express or implied“Title VII”), tortFair Labor Standards Act (“FLSA”), harassmentthe Equal Pay Act (“EPA”), intentional infliction of emotional distressthe Americans with Disabilities Act (“ADA”), defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful dischargeNational Labor Relations Act (“NLRA”), the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Benefits Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of Title 42 of the United States Code, as amended, 41 U.S.C. Section 1981 (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, the Equal Pay Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act, the Immigration Reforn and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation“OWBPA”), the Employee Retirement Income Security Act of 1974(“ERISA”), as amendedthe Family and Medical Leave Act (”FMLA”), and the False Claims Act, any federal, alleged violation of state or and local fair employment, civil or human rights, wage and hour laws and wage payment laws, including but not limited to all state False Claims Acts, the Maryland Fair Employment Practices Act, Xxxx Xxxxxxxxx Civil Rights Restoration Act of 2009, Maryland Law on Equal Pay, Maryland Law on Discrimination on the Basis of Medical Information, Maryland Minimum Wage and Overtime Laws, and Maryland’s Flexible Leave Law; and any alleged violation of other Federalfederal, state, or local laws, rules, regulations, ordinances or orders, or public policy provisions, including but not limited to claims of defamation; false imprisonment; intentional or negligent infliction of emotional distress; breach of the covenant of good faith and fair dealing; promissory estoppel; negligence; claims based upon contract, tort or other governmental statutes, laws, ordinances, regulations common law theories; and orders, under common law, and under any Company policy, procedure, bylaw all other claims or rule. This Section 5 causes of the Noncompetition Agreement shall not waive or release any rights or claims that the Executive action Employee may have which arise after the date of this Noncompetition Agreement or that arise under or are preserved by the Agreementagainst CNSI Parties, and shall not waive including any claims basis for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal law) or claims arising under the terms of any applicable planrecovering costs, program fees, or other arrangement of the Companyexpenses including attorneys' fees incurred in these matters. (b) The Executive intends this Section 5 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 1 contract

Samples: Separation Agreement

General Release of All Claims. (a) For In consideration of the agreements set forth herein and other good and valuable consideration, the adequacy of which is hereby acknowledged, the undersigned Executiveyou, on his your own behalf and on behalf of his your successors, heirs, executorsbeneficiaries, administratorsagents, successorsassigns, and representatives (collectively, the “Releasors”) voluntarily, knowingly, and willingly covenant not to xxx or bring any action or other proceeding of any nature against, and fully release, the Company, and its parents, subsidiaries, predecessors, affiliated entities, successors and assigns, does herein knowingly and voluntarily unconditionally release, waive, and fully discharge the Parent, the Company and together with each of their subsidiaries (including successors those entities’ respective current and assigns thereof) and all of their respective past, present and future employeesformer owners, officers, directors, partners, shareholders, employees, agents, affiliates, parents, predecessors, administrators, representatives, attorneysfiduciaries, insurers and shareholdersreinsurers, franchisees and employee benefit plansadministrators, both individually and in their business capacity (collectively, the “Releasees”), from any and all legal known and unknown claims, liabilities, suitscomplaints, causes of action (whether before a court action, demands or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands rights of any nature whatsoeverwhatsoever which any Releasor now has or in the future may have against any Releasee (“Actions”) of whatever kind or nature arising out of any actions, inactions, conduct, decisions, behavior, or events occurring on or prior to the date Employee signs this Agreement, whether known or unknown, liquidated or unliquidated, absolute or contingent, at law or in equity, which were or could have been filed with any Federal, state or local court, agency, arbitrator or any other entity, based directly on indirectly on the Executive’s employment with and separation from the Company or based on any other alleged act or omission by or on behalf of the Parent, or the Company prior to the Executive’s signing this Noncompetition Agreement. Without including without limiting the generality of the foregoing termsforegoing, this Noncompetition Agreement any and this Section providing a general release of all claims specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on breach of contract (express or implied), tortdiscrimination, harassment, intentional infliction of emotional distresswhistle blowing or retaliation in employment (whether based on federal, defamationstate or local law, negligencestatutory or decisional), privacyincluding without limitation, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful discharge, the all claims under The Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Reconstruction Era Civil Rights Act of 1866 and 18711866, Section 1981 through 1988 of Title 42 of the United States Code, as amended, 41 U.S.C. Section 1981 (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, the Equal Pay Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health ActUSC §§ 1981-86, as amended, the Rehabilitation Act of 1973, the Equal Pay Act, the Family and Medical Leave Act, the Immigration Reforn and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), the Employee Retirement Income Security Act (“ERISA”) (except for any vested benefits under any tax qualified benefit plan), the Worker Adjustment and Retraining Notification Act, the employee (whistleblower) civil protection provisions of 1974the Corporate and Criminal Fraud Accountability Act (Xxxxxxxx-Xxxxx Act), as amendedthe Florida Civil Rights Act of 1992 f/k/a Human Rights Act of 1977, the Florida Private Whistle-Blower Act (Fla. Stat. § 448.101 et seq), the Florida Public Whistle-Blower Act (Fla. Stat. § 112.3187 et seq.), the Florida Equal Pay Act, unpaid wages under Fla. Stat. § 448.08, retaliation claims under the Workers’ Compensation Law (Fla. Stat. § 440.205), and waivable rights under the Florida Constitution, any other federal, state or local fair employment, civil or human rights, wage and hour laws and wage payment laws, and any other Federal, state, or local or other governmental statutes, laws, ordinances, regulations and orders, under common law, regulation or ordinance; and under any Company policytheory of libel, procedureslander, bylaw breach of contract (oral or rule. This Section 5 written, express or implied), wrongful discharge, detrimental reliance, intentional infliction of the Noncompetition Agreement shall not waive emotional distress, tort, or release any rights or claims that the Executive may have which arise after the date of this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal law) or claims arising other theory under the terms of any applicable plan, program common law or other arrangement of the Company. (b) The Executive intends this Section 5 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity; and any actions for uncompensated expenses, severance pay, incentive pay, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public form of compensation or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered hereinbenefits. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 1 contract

Samples: Separation Agreement (Burger King Worldwide, Inc.)

General Release of All Claims. (a) For valuable considerationThe purpose of this Agreement is to resolve any dispute Employee has or might ever have claimed arising from or relating to Employee’s employment or separation of employment from the Company, and to facilitate Employee’s transition to other employment. Accordingly, in exchange for the adequacy of which is hereby acknowledgedconsideration set forth in Section 1 above, the undersigned ExecutiveEmployee, on his Employee’s own behalf and on behalf of his Employee’s heirs, administrators, executors, administrators, successors, representatives and assigns, does herein knowingly hereby irrevocably and voluntarily unconditionally releasewaives, waivereleases, and fully discharge discharges the ParentCompany, and any and all of the Company Company’s affiliates, parents, partnerships, divisions, and subsidiaries, and each of their subsidiaries (including successors the Company’s and assigns thereof) and all of their respective pastits existing, present former and future employeesdirectors, managers, members, officers, directors, shareholders, employees, representatives, agents, affiliatesattorneys, parentsinsurers, predecessors, administrators, representatives, attorneyssuccessors, and shareholdersassigns (collectively, and employee benefit plansthe “Released Parties”), to the full extent permitted by law, from any and all legal claims, demands, actions, causes of actions, judgments, rights, fees, damages, debts, obligations, liabilities, suits, causes and expenses (inclusive of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands ) of any nature kind whatsoever, whether known or unknown, liquidated that Employee may have or unliquidatedhas ever had against the Released Parties arising out of, absolute or contingent, at law or in equityany way related to Employee’s hire, which were benefits, employment, or could have been filed with any Federal, state or local court, agency, arbitrator or any other entity, based directly on indirectly on the Executive’s separation from employment with and separation the Company by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter from the Company or based on beginning of time up to and including the date of Employee’s execution of this Agreement, including, but not limited to any other alleged act or omission by or on behalf of the Parent, or the Company prior to the Executive’s signing this Noncompetition Agreement. Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on breach of contract (express or implied), tort, harassment, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful discharge, the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), under: a. Title VII of the Civil Rights Act of 19641964 (Title VII), as amendedthe Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA), the Families First Coronavirus Response Act (FFCRA), the Fair Labor Standards Act (FLSA), the Equal Pay Act, the Employee Retirement Income Security Act (ERISA) (regarding unvested benefits), the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of U.S.C. Title 42 of 42, the United States Code, as amended, 41 U.S.C. Section 1981 Worker Adjustment and Retraining Notification Act (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discriminationWARN), the National Labor Relations ActUniform Services Employment and Reemployment Rights Act (USERRA), the Equal Pay Genetic Information Nondiscrimination Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act(XXXX), the Immigration Reforn Reform and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitationIRCA), the Employee Retirement Income Security Act of 1974New York State Human Rights Law (NYSHRL), as amendedthe New York Labor Law (including but not limited to the Retaliatory Action by Employers Law, any federalthe New York State Worker Adjustment and Retraining Notification Act, state or local fair employmentall provisions prohibiting discrimination and retaliation, civil or human rights, and all provisions regulating wage and hour laws law), the New York Civil Rights Law, Section 125 of the New York Workers’ Compensation Law, Article 23-A of the New York Correction Law, the New York City Human Rights Law (NYCHRL), and wage payment lawsthe New York City Earned Sick Leave Law, all including any amendments and their respective implementing regulations, and any other Federalfederal, state, local local, or other governmental statutes, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. This Section 5 of the Noncompetition Agreement shall not waive or release any rights or claims that the Executive may have which arise after the date of this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable foreign law (including post-termination health-continuation insurance benefits required by state statutory, regulatory, or Federal lawotherwise) or that may be legally waived and released; a. any and all claims arising under the terms tort, contract, and quasi-contract law, including, but not limited to, claims of any applicable planbreach of an express or implied contract, program tortious interference with contract or other arrangement prospective business advantage, breach of the Company. (b) The Executive intends this Section 5 covenant of the Noncompetition Agreement to be binding on his successorsgood faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, and the Executive specifically agrees negligent or intentional infliction of emotional distress; b. any and all claims for monetary or equitable relief, including, but not limited, to file attorneys’ fees, back pay, front pay, reinstatement, experts’ fees, medical fees or continue expenses, costs, and disbursements, punitive damages, liquidated damages, and penalties; and c. any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, indemnification rights Employee has against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under Released Parties. Notwithstanding the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitationforegoing, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides Parties agree that a this general release does not extend apply to any claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. (d) The Executive agrees that he shall cannot be eligible released under applicable law, or any vested benefits accrued by Employee prior to the Separation Date under any compensation or benefit plans, programs and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made arrangements maintained by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release benefit of all claims in this Section 5 represents consideration over its employees and above that subject to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceableERISA. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 1 contract

Samples: Confidential General Release and Separation Agreement (Pagaya Technologies Ltd.)

General Release of All Claims. (a) For valuable considerationIn exchange for the Company’s payment of the benefits described in Paragraph 1 above, you voluntarily, fully and unconditionally release and forever discharge the adequacy of which is hereby acknowledgedCompany and its past and present parents, the undersigned Executivesubsidiaries, on his own behalf and on behalf of his heirsaffiliates, executors, administratorspredecessors, successors, representatives and assigns, does herein knowingly and voluntarily unconditionally release, waive, and fully discharge the Parent, the Company and each of their subsidiaries (including successors and assigns thereof) and all of their respective past, present and future employees, officers, directors, agentsemployees, affiliates, parents, predecessors, agents and plan administrators, representatives, attorneys, in their individual and shareholders, and employee benefit plans, corporate capacities (hereinafter collectively referred to as “Releasees”) from any and all legal claimscharges, actions, causes of action, demands, debts, dues, bonds, accounts, covenants, contracts, liabilities, suits, causes of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands damages of any nature whatsoever, whether now known or unknown, liquidated to whomever made, which you have or unliquidatedmay have against any or all of the Releasees for or by reason of any cause, absolute nature or contingentthing whatsoever arising out of or related to your employment with the Company, at law the termination of such employment or otherwise, from the beginning of time up to and including the date on which you sign this Agreement, except as otherwise specifically stated in this Agreement. Such claims, obligations, or liabilities include, but are not limited to: claims for compensation allegedly due or owing; claims sounding in contract or implied contract; claims for wrongful dismissal; claims sounding in tort; claims arising under common law, civil law, equity, which were or could have been filed with any Federalfederal, state state, or local courtstatutes or ordinances, agency, arbitrator or any other entity, based directly on indirectly on the Executive’s employment with and separation from the Company or based on any other alleged act or omission by or on behalf of the Parent, or the Company prior to the Executive’s signing this Noncompetition Agreement. Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on breach of contract (express or implied), tort, harassment, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge including but not for just cause, constructive discharge, wrongful dischargelimited to, the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), ; Title VII of the Civil Rights Act of 1964, as amended, ; the Civil Rights Act of 1991, ; Section 1981 of the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of Title 42 of the United States Code, as amended, 41 U.S.C. Section 1981 (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, 1866; the Equal Pay Act of 1993, Act; the Americans with Disabilities Act and/or the Rehabilitation Act of 1990, 1973; the Occupational Safety and Health Employee Retirement Income Security Act, as amended, ; the WARN Act; the Consolidated Omnibus Budget Reconciliation Act; the Family Medical Leave Act, as amended; the Immigration Reforn and Control Genetic Information Nondiscrimination Act of 2008; state statutes governing the payment of wages, discrimination in the workplace, or any other statute or laws governing the employer-employee relationship, including but not limited to, the New York State Human Rights Law, the New York Labor Law, the New York State Constitution, the New York Civil Rights Law, the New York wage-hour laws, the New York City Human Rights Law; the Virginia Human Rights Act; the North Carolina Equal Employment Practices Act, as amendedthe North Carolina Persons with Disabilities Protection Act, the Vietnam Era Veterans Readjustment Assistance North Carolina Retaliatory Employment Discrimination Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), the Employee Retirement Income Security Act of 1974, as amended, North Carolina Wage & Hour Act; any other claim pursuant to any other federal, state or local fair employmentemployment laws, civil statutes, standards or human rightsrights legislation; or any claim for severance pay, wage and hour laws and wage payment lawsnotice, and pay in lieu of notice, salary, bonus, incentive or additional compensation, vacation pay, insurance, other benefits, interest, and/or attorney’s fees. You acknowledge that this general release is not made in connection with any other Federal, state, local exit incentive or other governmental statutesemployment termination program offered to a group or class of employees. Notwithstanding the foregoing, lawsnothing in this Agreement waives your right to (a) pursue a claim that cannot be released by private agreement, ordinancesincluding workers compensation claims, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. This Section 5 of the Noncompetition Agreement shall not waive or release any rights or claims that the Executive may have which arise arising after the date of on which you sign this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal law) or claims arising under the terms of any applicable plan, program or other arrangement of the Company. your right to file administrative charges with certain government agencies; and (b) The Executive intends this Section 5 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with challenge the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant ’s failure to this provisioncomply with its obligation in Paragraph 1 above. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 1 contract

Samples: Separation Agreement and General Release (J Crew Group Inc)

General Release of All Claims. (a) For valuable considerationThe purpose of this Agreement is to resolve any dispute Employee has or might ever have claimed arising from or relating to Employee’s employment or separation of employment from the Company, and to facilitate Employee’s transition to other employment. Accordingly, in exchange for the adequacy of which is hereby acknowledgedconsideration set forth in Section 2 above, the undersigned ExecutiveEmployee, on his Employee’s own behalf and on behalf of his Employee’s heirs, administrators, executors, administrators, successors, representatives and assigns, does herein knowingly hereby irrevocably and voluntarily unconditionally releasewaives, waivereleases, and fully discharge discharges the ParentCompany, and any and all of the Company Company’s affiliates, parents, partnerships, divisions, and subsidiaries, and each of their subsidiaries (including successors the Company’s and assigns thereof) and all of their respective pastits existing, present former and future employeesdirectors, managers, members, officers, directors, shareholders, employees, representatives, agents, affiliatesattorneys, parentsinsurers, predecessors, administrators, representatives, attorneyssuccessors, and shareholdersassigns (collectively, and employee benefit plansthe “Released Parties”), to the full extent permitted by law, from any and all legal claims, demands, actions, causes of action, judgments, rights, fees, damages, debts, obligations, liabilities, suits, causes and expenses (inclusive of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands ) of any nature kind whatsoever, whether known or unknown, liquidated that Employee may have or unliquidatedhas ever had against the Released Parties arising out of, absolute or contingent, at law or in equityany way related to Employee’s hire, which were benefits, employment, or could have been filed with any Federal, state or local court, agency, arbitrator or any other entity, based directly on indirectly on the Executive’s separation from employment with and separation the Company by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter from the Company or based on beginning of time up to and including the date of Employee’s execution of this Agreement, including, but not limited to any other alleged act or omission by or on behalf of the Parent, or the Company prior to the Executive’s signing this Noncompetition Agreement. Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on breach of contract (express or implied), tort, harassment, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful discharge, the under: a. The Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), Title VII of the Civil Rights Act of 19641964 (Title VII), as amendedthe Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA), the Families First Coronavirus Response Act (FFCRA), the Fair Labor Standards Act (FLSA), the Equal Pay Act, the Employee Retirement Income Security Act (ERISA) (regarding unvested benefits), the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of U.S.C. Title 42 of 42, the United States Code, as amended, 41 U.S.C. Section 1981 Worker Adjustment and Retraining Notification Act (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discriminationWARN), the National Labor Relations ActUniform Services Employment and Reemployment Rights Act (USERRA), the Equal Pay Genetic Information Nondiscrimination Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act(XXXX), the Immigration Reforn Reform and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitationIRCA), the Employee Retirement Income Security Act of 1974New York State Human Rights Law (NYSHRL), as amendedthe New York Labor Law (including but not limited to the Retaliatory Action by Employers Law, any federalthe New York State Worker Adjustment and Retraining Notification Act, state or local fair employmentall provisions prohibiting discrimination and retaliation, civil or human rights, and all provisions regulating wage and hour laws law), the New York Civil Rights Law, Section 125 of the New York Workers’ Compensation Law, Article 23-A of the New York Correction Law, the 35835818.4 New York City Human Rights Law (NYCHRL), and wage payment lawsthe New York City Earned Sick Leave Law, all including any amendments and their respective implementing regulations, and any other Federalfederal, state, local local, or other governmental statutes, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. This Section 5 of the Noncompetition Agreement shall not waive or release any rights or claims that the Executive may have which arise after the date of this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable foreign law (including post-termination health-continuation insurance benefits required by state statutory, regulatory, or Federal lawotherwise) or that may be legally waived and released; b. any and all claims arising under the terms tort, contract, and quasi-contract law, including, but not limited to, claims of any applicable planbreach of an express or implied contract, program tortious interference with contract or other arrangement prospective business advantage, breach of the Company. (b) The Executive intends this Section 5 covenant of the Noncompetition Agreement to be binding on his successorsgood faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm, wrongful or retaliatory discharge, fraud, defamation, slander, libel, false imprisonment, and the Executive specifically agrees negligent or intentional infliction of emotional distress; and c. any and all claims for monetary or equitable relief, including, but not to file or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access limited to, cooperation attorneys’ fees, back pay, front pay, reinstatement, experts’ fees, medical fees or participation with any governmental agencyexpenses, including without limitationcosts, and disbursements, punitive damages, liquidated damages, and penalties. Notwithstanding the foregoing, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides Parties agree that a this general release does not extend apply to any claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. (di) The Executive agrees that he shall cannot be eligible released under applicable law, (ii) in respect of or any vested benefits accrued by Employee prior to the Separation Date under any compensation or benefit plans, programs and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made arrangements maintained by the Company for the benefit of its employees and subject to ERISA. (iii) in connection with the terms, conditions and enforcement of this Agreement, and (iv) in connection with any obligations of the Company or Company Parent in this Noncompetition to indemnify and insure Employee as an officer or director, whether pursuant to any agreement (including, without limitation, Section 4(d) of the Employment Agreement, the Executive specifically waives and releases such partiescovenants of which, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release avoidance of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitleddoubt, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period shall survive any termination of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm Employee on the seventh day following the ExecutiveSeparation Date), statute, applicable governing documents, policy or otherwise, or Employee’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreementright to seek such indemnification or insurance coverage in connection therewith.

Appears in 1 contract

Samples: Separation Agreement (Pagaya Technologies Ltd.)

General Release of All Claims. (In consideration of the benefits provided under this Settlement Agreement, and subject to full satisfaction of the terms of this Settlement Agreement: a) For valuable considerationThe Commission, the adequacy of which is hereby acknowledged, the undersigned Executive, on his own behalf for itself and on behalf of his its employees, agents, Commissioners, officers (in their individual and representative capacities), predecessors, successors, assigns, executors, administrators and trustees (“Commission Releasors”), hereby fully release and forever discharge DVREDF and its past and present employees, agents, shareholders, officers, attorneys, directors (in their individual and representative capabilities), subsidiaries, predecessors, affiliates, parent corporations, if any, joint ventures, successors, assigns, heirs, executors, administrators, successors, representatives and assigns, does herein knowingly and voluntarily unconditionally release, waive, and fully discharge the Parent, the Company and each of their subsidiaries trustees (including successors and assigns thereof“DVREDF Releasees”) and all of their respective past, present and future employees, officers, directors, agents, affiliates, parents, predecessors, administrators, representatives, attorneys, and shareholders, and employee benefit plans, from any and all legal rights, claims, liabilities, suitsactions, causes of action (whether before a court or an administrative agency)action, damages, costsobligations, attorneys’ feeslosses and expenses of whatsoever kind or nature arising out of the matters alleged and any matters related thereto, interest, injuries, expenses, debts, whether or demands of any nature whatsoever, not now known or unknownsuspected or claimed, liquidated whether in law, admiralty, arbitration, administrative, equity or unliquidatedotherwise, absolute and whether accrued or contingent, at law or in equity, which were or could have been filed with any Federal, state or local court, agency, arbitrator or any other entity, based directly on indirectly on the Executive’s employment with hereafter maturing and separation from the Company or based on any other alleged act or omission by or on behalf of the Parent, or the Company arising prior to the Executive’s signing this Noncompetition Agreement. Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on breach of contract (express or implied), tort, harassment, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful discharge, the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of Title 42 of the United States Code, as amended, 41 U.S.C. Section 1981 (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, the Equal Pay Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act, the Immigration Reforn and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), the Employee Retirement Income Security Act of 1974, as amended, any federal, state or local fair employment, civil or human rights, wage and hour laws and wage payment laws, and any other Federal, state, local or other governmental statutes, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. This Section 5 of the Noncompetition Agreement shall not waive or release any rights or claims that the Executive may have which arise after the date of this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal law) or claims arising under the terms of any applicable plan, program or other arrangement of the CompanyEffective Date. (b) The Executive intends this Section 5 of the Noncompetition Agreement to be binding on his successorsDVREDF, and the Executive specifically agrees not to file or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf themselves and on behalf of their employees, agents, shareholders, officers, directors (in their individual and representative capacities), subsidiaries, predecessors, affiliates, parent corporations, if any, joint ventures, successors, assigns, heirs, executors, administrators and trustees (“DVREDF Releasors”), hereby fully release and forever discharge the Parent under this Noncompetition Agreement Commission and the Agreement its past and present Commissioners (in exchange for the general release of all claims in this Section 5 represents consideration over their personal and above that to which the Executive would otherwise be entitledrepresentative capacities), employees, agents, officers, attorneys, predecessors, successors, assigns, executors, administrators, and that trustees (“Commission Releasees”) from any and all rights, claims, actions, causes of action, damages, obligations, losses and expenses of whatsoever kind or nature arising out of the consideration would matters alleged and any matters related thereto, whether or not have been provided had the Executive no agreed to sign this Noncompetition Agreement now known or suspected or claimed, whether in law, admiralty, arbitration, administrative, equity or otherwise, and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company whether accrued or hereafter maturing and arising prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceableEffective Date. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 1 contract

Samples: Settlement Agreement

General Release of All Claims. (a) For valuable consideration, the adequacy of which is hereby acknowledged, the undersigned Executive, on his own behalf and on behalf of his heirs, executors, administrators, successors, representatives and assigns, does herein Hoffnung knowingly and voluntarily unconditionally releasereleases and forever discharges, waive, and fully discharge to the Parentfullest extent permitted by law, the Company and each of their subsidiaries (including its related entities, parent companies, owners, members, managers, affiliates, subsidiaries, divisions, predecessors, insurers and reinsurers, successors and assigns thereof) assigns, and all of their respective pastthe current and former employees, present and future employeesattorneys, officers, directorsdirectors and agents thereof, agents, affiliates, parents, predecessors, administrators, representatives, attorneysboth individually and in their business capacities, and shareholders, and their employee benefit plansplans and programs and their administrators and fiduciaries, all of whom are intended third-party beneficiaries of this Agreement (collectively referred to throughout the remainder of this Agreement as the “Released Parties”), of and from any and all legal claims, liabilities, suits, causes of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands of any nature whatsoever, known or and unknown, liquidated asserted or unliquidated, absolute or contingent, at law or in equityunasserted, which were Hoffnung has or could may have been filed with against any Federalof the Releasees as of the date of execution of this Agreement, including, but not limited to, any alleged violation of: · Any federal, state or local courtlaw, agencyrule, arbitrator or any other entity, based directly on indirectly on the Executive’s employment with and separation from the Company or based on any other alleged act or omission by or on behalf of the Parentregulation, or the Company prior to the Executive’s signing this Noncompetition Agreement. Without limiting the generality of the foregoing termsordinance; · Any public policy, this Noncompetition Agreement and this Section providing a general release of all claims specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on breach of contract (express or implied)contract, tort, harassmentor common law; or · Any basis for recovering costs, intentional infliction of emotional distressfees, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful discharge, the or other expenses including attorneys' fees incurred in these matters; · The Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), ; · Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section ; · Sections 1981 through 1988 of Title 42 of the United States Code, as amended, 41 U.S.C. Section 1981 ; · The Employee Retirement Income Security Act of 1974 (discrimination"ERISA") (except for any vested benefits under any tax qualified benefit plan), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex including any claims for benefits under Company’s health insurance plans; · The Immigration Reform and national origin discrimination), the National Labor Relations Control Act, the Equal Pay Act of 1993, the ; · The Americans with Disabilities Act of 1990, the ; · The Fair Credit Reporting Act; · The Xxxxxxxx-Xxxxx Act of 2002; · The Occupational Safety and Health Act, as amended, the ; · The Equal Pay Act; · The Fair Labor Standards Act; · The Immigration Reform and Control Act; · The Family Medical Leave Act of 1993 · The Workers Adjustment and Retraining Notification Act · The New York State Human Rights Law; · The New York Labor Law (including without limitation the Retaliatory Action by Employers Law, the New York State Worker Adjustment and Retraining Notification Act, the Immigration Reforn all provisions prohibiting discrimination and Control Actretaliation, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), the Employee Retirement Income Security Act of 1974, as amended, any federal, state or local fair employment, civil or human rights, and all provisions regulating wage and hour laws and wage payment laws, and any other Federal, state, local or other governmental statutes, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. This ); · The New York Civil Rights Law; · Section 5 125 of the Noncompetition Agreement shall not waive or release any rights or claims that the Executive may have which arise after the date of this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal law) or claims arising under the terms of any applicable plan, program or other arrangement of the Company. (b) The Executive intends this Section 5 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”)New York Workers’ Compensation Law; (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 1 contract

Samples: Confidential Separation and Transition Services Agreement, Waiver and Release (Vireo Health International, Inc.)

General Release of All Claims. (a) For valuable considerationIn consideration of the payments and other benefits set forth above, the adequacy of which is hereby acknowledged, the undersigned Executiveyou, on his your own behalf and on behalf of his your successors, heirs, executorsbeneficiaries and representatives (collectively, administratorsthe “Releasors”) voluntarily, successorsknowingly and willingly release and forever discharge the Company and its respective parent entities, representatives shareholders, predecessors, subsidiaries, joint ventures, affiliates, successors and assigns, does herein knowingly and voluntarily unconditionally release, waive, and fully discharge the Parent, the Company and together with each of their subsidiaries (including successors and assigns thereof) and all of their those entities’ respective past, present and future employeesowners, officers, directors, agentspartners, affiliates, parents, predecessors, administrators, representatives, attorneys, and shareholders, and employee benefit plans, employee benefit administrators, employees, and agents (collectively, the “Releasees”), from any and all legal claims, liabilities, suits, causes of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands claims and rights of any nature whatsoever, known or unknown, liquidated or unliquidated, absolute or contingent, at law whatsoever which any Releasor now has or in equity, which were or could have been filed with any Federal, state or local court, agency, arbitrator or any other entity, based directly on indirectly on the Executive’s employment with and separation from the Company or based on any other alleged act or omission by or on behalf of the Parent, or the Company prior to the Executive’s signing this Noncompetition Agreement. Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on breach of contract (express or implied), tort, harassment, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful discharge, the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of Title 42 of the United States Code, as amended, 41 U.S.C. Section 1981 (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, the Equal Pay Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act, the Immigration Reforn and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), the Employee Retirement Income Security Act of 1974, as amended, any federal, state or local fair employment, civil or human rights, wage and hour laws and wage payment laws, and any other Federal, state, local or other governmental statutes, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. This Section 5 of the Noncompetition Agreement shall not waive or release any rights or claims that the Executive future may have which arise after the date of this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive against any claims for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal law) or claims arising under the terms of any applicable plan, program or other arrangement of the Company. (b) The Executive intends this Section 5 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences Releasee up to the date of upon which you fully execute this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown. This release, arising includes, but is not limited to, any rights or claims relating to your employment relationship with the Company, any rights or claims relating to the termination of your employment relationship with the Company, any contract claims (expressed or implied, written or oral), any rights or claims based on wages, bonuses, commissions, expense reimbursements, holiday pay, benefits (except for any accrued pension rights), defamation, slander, wrongful discharge, tort law (except for unknown personal injury claims), contract law, or any rights or claims, whether at common law, statutory, pursuant to European Union law or otherwise (other than claims under the ADEA. The Executive further agrees that:this Agreement), including, without limitation, (1a) the Executive’s waiver any claim for salary, holiday pay, bonuses or other related payments, pay in lieu of rights under Section 5 notice or damages for termination of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written contract without notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7b) this Noncompetition Agreement, the Agreement, and all payments and benefits under either any claim for damages for breach of contract (whether brought before an Employment Tribunal or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable.otherwise); and (fc) This Section 5 does not waive rights any statutory claims which you have or claims that may arise have for: (i) unfair dismissal; (ii) a redundancy payment; (iii) sex discrimination; (iv) race discrimination; (v) disability discrimination; (vi) a claim for unlawful deductions under Part II of the Employment Rights Axx 0000; and (vii) a claim under the ADEA after Working Time Regulations 1998; and (d) any claim under or in respect of the date the Executive signs this Noncompetition Employment Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to The claims under the ADEA that challenge the validity of specified in this Section 5 8 (together the “Employee Claims”) are claims which you recognize you or another Releasor may have arising out of the Noncompetition Agreementcircumstances surrounding your employment and/or its termination. Employee represents and warrants that he is not aware of any personal injury claim as of the Separation Date. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 1 contract

Samples: Compromise Agreement (Polymer Holdings LLC)

General Release of All Claims. For and in consideration of the promises made in the Executive Employment Agreement (a) For valuable considerationdefined below), the adequacy of which is hereby acknowledged, the undersigned (“Executive”), on his own behalf and on behalf of for himself, his heirs, administrators, legal representatives, executors, administrators, successors, representatives and assigns, and all other persons claiming through Executive, if any (collectively, “Releasers”), does herein knowingly and voluntarily unconditionally hereby release, waive, and fully forever discharge Xxxxxx Inc. (the Parent“Company”), the Company and each of their subsidiaries (including successors and assigns thereof) and all of their respective pastCompany’s subsidiaries, present and future parents, affiliates, related organizations, employees, officers, directors, agents, affiliates, parents, predecessors, administrators, representatives, attorneys, and shareholderssuccessors, and employee benefit plansassigns (collectively, from the “Releasees”) from, and does fully waive any obligations of Releasees to Releasers for, any and all legal claimsliability, liabilitiesactions, suitscharges, causes of action (whether before a court or an administrative agency)action, demands, damages, costsor claims for relief, remuneration, sums of money, accounts or expenses (including attorneys’ feesfees and costs) of any kind whatsoever, interestwhether known or unknown or contingent or absolute, injurieswhich heretofore has been or which hereafter may be suffered or sustained, expensesdirectly or indirectly, debtsby Releasers in consequence of, arising out of, or demands of in any nature whatsoever, known or unknown, liquidated or unliquidated, absolute or contingent, at law or in equity, which were or could have been filed with any Federal, state or local court, agency, arbitrator or any other entity, based directly on indirectly on the way relating to Executive’s employment with and separation from the Company or based on any other alleged act or omission by or on behalf of the Parent, its affiliates or the Company prior to the termination of Executive’s signing this Noncompetition Agreementemployment. Without limiting the generality of the The foregoing termsrelease and discharge, this Noncompetition Agreement waiver and this Section providing a general release of covenant not to xxx includes, but is not limited to, all claims specifically includes all claims based on the termsand any obligations or causes of action arising from such claims, conditionsunder common law including wrongful or retaliatory discharge, and privileges of employment, and those based on breach of contract (express including, but not limited to, any claims under the Employment Agreement between the Company and Executive, dated as of June 11, 2007, as amended (the “Employment Agreement”)) and any claims under any stock option and restricted stock units agreements between Executive and the Company and any action arising in tort including libel, slander, defamation or implied), tort, harassment, intentional infliction of emotional distress, defamationand claims under any federal, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful discharge, the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), state or local statute including Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of Title 1871 (42 of the United States Code, as amended, 41 U.S.C. Section 1981 (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination§ 1981), the National Labor Relations Act, the Equal Pay Age Discrimination in Employment Act of 1993(ADEA), the Fair Labor Standards Act, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act, the Immigration Reforn and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 1973, the Missouri Human Rights Act (handicap rehabilitationR.S. MO Section 213.010 et seq.), or the Employee Retirement Income Security Act discrimination or employment laws of 1974, as amended, any federal, state or local fair employmentmunicipality, civil or human rights, wage and hour laws and wage payment laws, and any other Federal, state, local or other governmental statutes, laws, ordinances, regulations and orders, under common law, and claims under any Company policy, procedure, bylaw express or ruleimplied contract which Releasers may claim existed with Releasees. This Section 5 of the Noncompetition Agreement shall release and waiver does not waive apply to any claims or release any rights or claims that the Executive may have which arise after the date Executive signs this General Release. The foregoing release does not apply to any claims of this Noncompetition indemnification under the Employment Agreement or that arise a separate indemnification agreement with the Company or rights of coverage under or are preserved by the Agreementdirectors and officers liability insurance, and shall the foregoing release does not waive apply to any claims for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal law) or claims arising with respect to rights of Executive under the terms Employment Agreement and rights of Executive under any applicable plan, program employee benefit plans or other arrangement programs of the Company. (b) The Executive intends this Section 5 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 1 contract

Samples: Executive Employment Agreement (Belden Inc.)

General Release of All Claims. (a) For valuable considerationExcept as otherwise specifically stated in paragraph 12 of this Agreement: a. You, in exchange for the adequacy of which is hereby acknowledgedCompany’s payments and other Consideration as set forth in this Agreement, release the undersigned ExecutiveCompany, on his own behalf and on behalf of his heirsits current and former parents, executorssubsidiaries, administratorsaffiliates, successorspredecessors, representatives successors and assigns, does herein knowingly and voluntarily unconditionally release, waive, its and fully discharge the Parent, the Company and each of their subsidiaries (including successors and assigns thereof) and all of their respective past, present and future employees, officers, directors, agentstrustees, affiliates, parents, predecessors, administratorsemployees, representatives, attorneysagents, and shareholders, and employee trustees of any benefit plansfunds administered on their behalf (hereinafter collectively referred to as “Releasees”), from any and all legal claims, liabilities, suits, causes of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands of any nature whatsoeverclaims that may legally be waived by private agreement, known or unknown, liquidated including but not limited to those related to your employment or unliquidatedotherwise, absolute or contingent, at law or in equity, which were or could have been filed with any Federal, state or local court, agency, arbitrator or any other entity, based directly on indirectly on the Executive’s employment with and separation from the Company or based on beginning of time through the date that you sign this Agreement. b. You understand and agree that you are releasing Releasees from any other alleged act or omission by or on behalf of the Parent, or the Company prior to the Executive’s signing this Noncompetition Agreement. Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims specifically includes that may legally be waived by private agreement, including but not limited to claims for breach of contract, retaliation or whistleblowing, personal injury, wages, benefits, defamation, wrongful discharge, and any and all claims based on any oral or written agreements or promises, whether arising under statute (including, but not limited to, claims arising under the termsEmployee Retirement Income Security Act of 1974; the Equal Pay Act; the Family and Medical Leave Act; the Genetic Information Non-Discrimination Act; the Occupational Safety and Health Act; the National Labor Relations Act; the Worker Adjustment and Retraining Notification Act; the Consolidated Omnibus Budget Reconciliation Act; and any other federal, conditionsstate, and privileges of employmentlocal or foreign laws or regulations, and those based on breach of all as amended), executive or court order, contract (express or implied), constitutional provision, common law, tort, harassmentpublic policy or otherwise, intentional infliction from the beginning of emotional distresstime through the date that you sign this Agreement. c. You understand and agree that you are also releasing Releasees from any and all claims that may legally be waived by private agreement, defamation, negligence, privacy, employment discrimination, including but not limited to claims for retaliation, discharge discrimination and/or harassment in employment on the basis of race, color, creed, religion, national origin, alienage or citizenship, gender, sexual orientation, disability, genetic information, marital status, veteran’s status and any other protected grounds, including, but not for just causelimited to, constructive discharge, wrongful discharge, the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment any and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), all rights and claims you may have arising under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section 1981 through 1988 of Title 42 of the United States Code, as amended, 41 U.S.C. Section 1981 (discrimination), 29 U.S.C. Section 206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, the Equal Pay Act of 1993, ; the Americans with Disabilities Act; the Age Discrimination in Employment Act of 1990, 1967; the Occupational Safety California Fair Employment and Health Housing Act, as amended, the Family Medical Leave Act, the Immigration Reforn and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections 503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), the Employee Retirement Income Security Act of 1974, as amended, any federal, state or local fair employment, civil or human rights, wage and hour laws and wage payment laws, ; and any other Federalfederal, state, local or other governmental statutesforeign laws or regulations, lawsall as amended, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. This Section 5 from the beginning of the Noncompetition Agreement shall not waive or release any rights or claims that the Executive may have which arise after time through the date of this Noncompetition Agreement or that arise under or are preserved by the Agreement, and shall not waive any claims for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal law) or claims arising under the terms of any applicable plan, program or other arrangement of the Company. (b) The Executive intends this Section 5 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to you sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 1 contract

Samples: Separation Agreement (Sweetgreen, Inc.)

General Release of All Claims. (a) For valuable consideration, the adequacy of which is hereby acknowledged, the undersigned (“Executive”), on his her own behalf and on behalf of his her heirs, executors, administrators, successors, representatives and assigns, does herein knowingly and voluntarily unconditionally release, waive, and fully discharge the ParentXxxxx & McLennan Companies, the Company Inc. and each of their its subsidiaries (including successors and assigns thereof) (collectively, the “Company”), and all of their respective past, present and future employees, officers, directors, agents, affiliates, parents, predecessors, administrators, representatives, attorneys, and shareholders, and employee benefit plans, from any and all legal claims, liabilities, suits, causes of action (whether before a court or an administrative agency), damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands of any nature whatsoever, known or unknown, liquidated or unliquidated, absolute or contingent, at law or in equity, which were or could have been filed with any Federal, state state, or local court, agency, arbitrator or any other entity, based directly on or indirectly on the Executive’s employment with and separation from the Company or based on any other alleged act or omission by or on behalf of the Parent, or the Company prior to the Executive’s signing this Noncompetition AgreementGeneral Release. Without limiting the generality of the foregoing terms, this Noncompetition Agreement and this Section providing a general release of all claims General Release specifically includes all claims based on the terms, conditions, and privileges of employment, and those based on breach of contract (express or implied), tort, harassment, intentional infliction of emotional distress, defamation, negligence, privacy, employment discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful discharge, the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act, as amended, Executive Order 11,141 (age discrimination), Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and 1871, Section Sections 1981 through 1988 of Title 42 of the United States Codecode, as amended, 41 U.S.C. Section §1981 (discrimination), 29 U.S.C. Section §206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and national origin discrimination), the National Labor Relations Act, the Equal Pay Act of 1993, the Americans with Disabilities Act of 1990, the Occupational Safety and Health Act, as amended, the Family Medical Leave Act, the Immigration Reforn Reform and Control Act, as amended, the Vietnam Era Veterans Readjustment Assistance Act, Sections §§503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation), the Employee Retirement Income Security Act of 1974, as amended, any federal, state or local fair employment, civil or human rights, wage and hour laws and wage payment laws, and any and all other Federal, state, local or other governmental statutes, laws, ordinances, regulations and orders, under common law, and under any Company policy, procedure, bylaw or rule. This Section 5 of the Noncompetition Agreement General Release shall not waive or release any rights or claims that the Executive may have which arise after the date of this Noncompetition Agreement General Release or that arise under or are preserved by Article 5 of the Employment Agreement, effective as of March 1, 2006, by and between Company and the Executive (the “Employment Agreement”) and shall not waive any claims for benefits required by applicable law (including post-termination health-continuation insurance benefits required by state or Federal law) or claims arising under the terms of any applicable plan, program or other arrangement of the Company. (b) The Executive intends this Section 5 of the Noncompetition Agreement to be binding on his successors, and the Executive specifically agrees not to file or continue any claim in respect of matters covered herein. The Executive further agrees never to institute any suit, complaint, proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of the United States or in any state, or in any administrative agency of the United States or any state, county or municipality, or before any other tribunal, public or private, against the Company arising from or relating to his employment with or his termination of employment from the Company and/or any other occurrences to the date of this Noncompetition Agreement, other than a claim challenging the validity of this Section 5 of the Noncompetition Agreement under the ADEA or respecting any matters not covered herein. (c) The Executive is further waiving his right to receive money or other relief in any action instituted by him or on his behalf by any person, entity or governmental agency in respect of matters covered by this Section 5. Nothing in this Section 5 shall limit the rights of any governmental agency or his right of access to, cooperation or participation with any governmental agency, including without limitation, the United States Equal Employment Opportunity Commission. The Executive further agrees to waive his rights under any other statute or regulation, state or federal, with provides that a general release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executive this Noncompetition Agreement, which if known to him must have materially affected his settlement with the Company and/or the Parent. (d) The Executive agrees that he shall not be eligible and shall not seek or apply for reinstatement or re-employment with the Company, and he agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision. (e) In further consideration of the promises made by the Company and the Parent in this Noncompetition Agreement, the Executive specifically waives and releases such parties, to the extent set forth in this Section 5, from all claims the Executive may have as of the date of this Noncompetition Agreement, whether known or unknown, arising under the ADEA. The Executive further agrees that: (1) the Executive’s waiver of rights under Section 5 of this Noncompetition Agreement is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”); (2) the Executive understands the terms of this Section 5 of the Noncompetition Agreement; (3) the consideration offered by the Company on its behalf and on behalf of the Parent under this Noncompetition Agreement and the Agreement in exchange for the general release of all claims in this Section 5 represents consideration over and above that to which the Executive would otherwise be entitled, and that the consideration would not have been provided had the Executive no agreed to sign this Noncompetition Agreement and did not sign it; (4) the Company is hereby advising the Executive in writing to consult with an attorney prior to executing this Noncompetition Agreement; (5) the Company is giving the Executive a period of twenty-one (21) days within which to consider this Noncompetition Agreement; (6) following the Executive’s execution of this Noncompetition Agreement, the Executive has seen (7) days in which to revoke this Noncompetition Agreement by written notice. An attempted revocation not actually received by the Company prior to the revocation deadline will not be effective; and (7) this Noncompetition Agreement, the Agreement, and all payments and benefits under either or both of them shall be void and of no force and effect if the Executive chooses to so revoke, and if the Executive chooses not to so revoke this Noncompetition Agreement and the Agreement then become effective and enforceable. (f) This Section 5 does not waive rights or claims that may arise under the ADEA after the date the Executive signs this Noncompetition Agreement. To the extent barred by the OWBPA, the covenant not to xxx contained herein does not apply to claims under the ADEA that challenge the validity of this Section 5 of the Noncompetition Agreement. (g) To revoke this Noncompetition Agreement, the Executive must send a written statement of revocation to: Aon Corporation, 000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60602, 3d Floor, attention General Counsel, with a copy to the Secretary. The revocation must be received no later than 5:00 pm on the seventh day following the Executive’s execution of this Noncompetition Agreement. If the Executive does not revoke, the eighth day following the Executive’s acceptance will be the “effective date” of this Noncompetition Agreement.

Appears in 1 contract

Samples: Employment Agreement (Marsh & McLennan Companies, Inc.)

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