General Release of Claims by Executive. Executive understands that by agreeing to the release provided by this Section 5, Executive is agreeing not to xxx, or otherwise file any claim against, the Company or any of its employees or other agents for any reason whatsoever based on anything that has occurred as of the date Executive signs this Agreement. (a) Executive, on behalf of Executive’s self and Executive’s executors, heirs, administrators, representatives and assigns, hereby agrees to release and forever discharge the Company and all predecessors, successors and their respective parent corporations, affiliates, related, and/or subsidiary entities, and all of their past and present investors, directors, shareholders, officers, general or limited partners, employees, attorneys, agents and representatives, and employee benefit plans in which Executive is or has been a participant by virtue of Executive’s employment with the Company, from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected (collectively, “Claims”), which Executive has or may have had against such entities arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Executive’s employment by the Company or the separation thereof, including any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, claims of any kind that may be brought in any court or administrative agency, any claims arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866; the Equal Pay Act; the Age Discrimination in Employment Act (“ADEA”); the Americans with Disabilities Act; the Fair Labor Standards Act; the Employee Retirement Income Security Act; the Family Medical Leave Act; the California Fair Employment and Housing Act; the California Family Rights Act; the California Labor Code; the California Occupational Safety and Health Act; and Section 17200 of the California Business and Professions Code; Claims under any other local, state or federal law governing employment; Claims for breach of contract; Claims arising in tort, including, without limitation, Claims of wrongful dismissal or discharge, discrimination, harassment, retaliation, fraud,misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the implied covenant of good faith and fair dealing; and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees. Notwithstanding the generality of the foregoing, Executive does not release the following: (i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; (ii) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company; (iii) Claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA; (iv) Claims to any benefit entitlements vested as the date of Executive’s employment termination, pursuant to written terms of any Company employee benefit plan; (v) Claims for indemnification under the Company’s Bylaws, any written agreement for indemnification to which Executive is a party or intended third party beneficiary, California Labor Code Section 2802 or any other applicable law; and (vi) Executive’s right to file a charge with the Equal Employment Opportunity Commission, the Department of Labor, the California Department of Fair Employment and Housing and any other analogous state or federal agency; provided, however, that Executive does release Executive’s right to recover any damages in connection with any claim released by Executive under this Agreement. (b) EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. BEING AWARE OF SAID CODE SECTION, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. (c) In accordance with the Older Workers Benefit Protection Act of 1990, Executive acknowledges that Executive is aware of the following: (i) This section and this Agreement are written in a manner calculated to be understood by Executive. (ii) The waiver and release of claims under the ADEA contained in this Agreement does not cover rights or claims that may arise after the date on which Executive signs this Agreement. (iii) This Agreement provides for consideration in addition to anything of value to which Executive is already entitled. (iv) Executive has been advised to consult an attorney before signing this Agreement. (v) Executive has been granted twenty-one (21) days after Executive is presented with this Agreement to decide whether or not to sign this Agreement. If Executive executes this Agreement prior to the expiration of such period, Executive does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period. (vi) Executive has the right to revoke this general release within seven (7) days of signing this Agreement. In the event this general release is revoked, this Agreement will be null and void in its entirety, and Executive will not receive the benefits of this Agreement set forth in Section 3 above. If Executive wishes to revoke this Agreement, Executive must deliver written notice stating that intent to revoke to [insert name/address/phone/fax number of person responsible for receipt of notice on behalf of the Company], on or before 5:00 p.m. Pacific Standard Time on or before the Effective Date.
Appears in 1 contract
Samples: Employment Agreement (Conceptus Inc)
General Release of Claims by Executive. Executive understands that by agreeing to In consideration for and contingent upon the release provided by this Section 5, Executive is agreeing not to xxx, or otherwise file any claim against, the Company or any of its employees or other agents for any reason whatsoever based on anything that has occurred as Executive’s receipt of the date Executive signs this Agreement.
payments and benefits set forth in Paragraph 4, Sections (a) — (d) above, the Executive, on behalf of Executive’s self and Executive’s executorsfor himself, his attorneys, heirs, executors, administrators, representatives successors, and assigns, does hereby agrees to fully and forever release and forever discharge the Company and all its past, current and future affiliated entities, as well as its and their predecessors, successors successors, assigns, and its and their respective parent corporationspast, affiliates, related, and/or subsidiary entities, current and all of their past and present investors, former directors, shareholders, officers, general or limited partners, agents, employees, attorneys, agents and representativesadministrators from all suits, and employee benefit plans causes of action, and/or claims, demands or entitlements of any nature whatsoever, whether known, unknown, or unforeseen, which the Executive has or may have against any of them arising out of or in which Executive is or has been a participant connection with his employment by virtue the Company, the Employment Agreement, the termination of Executive’s his employment with the Company, from or any event, transaction, or matter occurring or existing on or before the date of his signing this General Release, except that the Executive is not releasing any claims arising under Section 7 of the Employment Agreement, any other right to indemnification that the Executive may otherwise have, or any claims arising after the date of his signing this General Release. The Executive agrees not to file or otherwise institute any claim, demand or lawsuit seeking damages or other relief and not to otherwise assert any claims, demands or entitlements that are released herein. The Executive further hereby irrevocably and unconditionally waives any and all rights to recover any relief or damages concerning the claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility demands or entitlements that are released herein. The Executive represents and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law warrants that he has not previously filed or equity, known or unknown, asserted or unasserted, suspected or unsuspected (collectively, “Claims”), which Executive has or may have had against such entities arising directly or indirectly out of, relating to, or joined in any other way involving in any manner whatsoever Executive’s employment by such claims, demands or entitlements against the Company or the separation thereofother persons or entities released herein and that he will indemnify and hold them harmless from all liabilities, claims, demands, costs, expenses and/or attorney’s fees incurred as a result of any such claims, demands or lawsuits. This General Release specifically includes, but is not limited to, all claims of breach of contract, employment discrimination (including any claims coming within the scope of Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Equal Pay Act, the Americans with Disabilities Act, the Family and Medical Leave Act, all claims arising under as amended, or any other applicable federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tortlaw), claims of any kind that may be brought in any court or administrative agency, any claims arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866; the Equal Pay Act; the Age Discrimination in Employment Act (“ADEA”); the Americans with Disabilities Act; the Fair Labor Standards Act; the Employee Retirement Income Security Act; , as amended, claims under the Family Medical Leave Fair Labor Standards Act; the California Fair Employment and Housing Act; the California Family Rights Act; the California Labor Code; the California Occupational Safety and Health Act; and Section 17200 of the California Business and Professions Code; Claims under , as amended (or any other localapplicable federal, state or federal law governing employment; Claims for breach local statute relating to payment of contract; Claims arising in tortwages), includingwage orders, without limitationclaims concerning recruitment, Claims of wrongful dismissal hiring, termination, salary rate, severance pay, stock options, wages or dischargebenefits due, discriminationsick leave, harassmentholiday pay, retaliationvacation pay, fraud,misrepresentationlife insurance, group medical insurance, any other fringe benefits, worker’s compensation, termination, employment status, libel, slander, defamation, libel, intentional or negligent misrepresentation and/or infliction of emotional distress, violation of public policytogether with any and all tort, and/or breach of the implied covenant of good faith and fair dealing; and Claims for damages contract, or other remedies claims which might have been asserted by the Executive or on his behalf in any suit, charge of any sortdiscrimination, including, without limitation, compensatory damages, punitive damages, injunctive relief or claim against the Company or the persons or entities released herein. The Executive and attorney’s fees. Notwithstanding the generality of the foregoing, Executive does not release the following:
(i) Claims for unemployment compensation Company acknowledge that different or any state disability insurance benefits pursuant to the terms of applicable state law;
(ii) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company;
(iii) Claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA;
(iv) Claims to any benefit entitlements vested as the date of Executive’s employment termination, pursuant to written terms of any Company employee benefit plan;
(v) Claims for indemnification under the Company’s Bylaws, any written agreement for indemnification to which Executive is a party or intended third party beneficiary, California Labor Code Section 2802 or any other applicable law; and
(vi) Executive’s right to file a charge with the Equal Employment Opportunity Commission, the Department of Labor, the California Department of Fair Employment and Housing and any other analogous state or federal agency; provided, however, that Executive does release Executive’s right to recover any damages in connection with any claim released by Executive under this Agreement.
(b) EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. BEING AWARE OF SAID CODE SECTION, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.
(c) In accordance with the Older Workers Benefit Protection Act of 1990, Executive acknowledges that Executive is aware of the following:
(i) This section and this Agreement are written in a manner calculated to additional facts may be understood by Executive.
(ii) The waiver and release of claims under the ADEA contained in this Agreement does not cover rights or claims that may arise after the date on which Executive signs this Agreement.
(iii) This Agreement provides for consideration discovered in addition to anything of value what the Executive and the Company now know or believe to which Executive is already entitled.
(iv) Executive has been advised to consult an attorney before signing this Agreement.
(v) Executive has been granted twenty-one (21) days after Executive is presented be true with this Agreement to decide whether or not to sign this Agreement. If Executive executes this Agreement prior respect to the expiration of such period, matters released in this General Release and the Executive does so voluntarily and after having had the opportunity to consult with an attorney, Company agree that this General Release shall be and hereby waives the remainder remain in effect in all respects as a complete and final release of the twenty-one (21) day periodmatters released, notwithstanding any different or additional facts.
(vi) Executive has the right to revoke this general release within seven (7) days of signing this Agreement. In the event this general release is revoked, this Agreement will be null and void in its entirety, and Executive will not receive the benefits of this Agreement set forth in Section 3 above. If Executive wishes to revoke this Agreement, Executive must deliver written notice stating that intent to revoke to [insert name/address/phone/fax number of person responsible for receipt of notice on behalf of the Company], on or before 5:00 p.m. Pacific Standard Time on or before the Effective Date.
Appears in 1 contract
Samples: Separation and General Release Agreement (Regal Entertainment Group)
General Release of Claims by Executive. In consideration of the covenants from Company to Executive understands that by agreeing set forth herein and in the Employment Agreement and Change of Control Agreement, the receipt and sufficiency of which is hereby acknowledged, Executive, on his behalf and on behalf of his heirs, devisees, legatees, executors, administrators, personal and legal representatives, assigns and successors in interest (collectively, the "Derivative Claimants" and each a "Derivative Claimant"), hereby IRREVOCABLY, UNCONDITIONALLY AND GENERALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES, to the release provided fullest extent permitted by this Section 5, Executive is agreeing not to xxx, or otherwise file any claim againstlaw, the Company, PRG-Schultz International, Inc. ("Parent") and each of Parent's axx xxx Company's directors, officers, employees, representatives, stockholders, predecessors, successors, assigns, agents, attorneys, divisions, subsidiaries and affiliates (and agents, directors, officers, employees, representatives and attorneys of such stockholders, predecessors, successors, assigns, divisions, subsidiaries and affiliates), and all persons acting by, through, under or in concert with any of them (collectively, the "Company Releasees" and each a "Company Releasee"), or any of its employees or other agents for any reason whatsoever based on anything that has occurred as of the date Executive signs this Agreement.
(a) Executive, on behalf of Executive’s self and Executive’s executors, heirs, administrators, representatives and assigns, hereby agrees to release and forever discharge the Company and all predecessors, successors and their respective parent corporations, affiliates, related, and/or subsidiary entities, and all of their past and present investors, directors, shareholders, officers, general or limited partners, employees, attorneys, agents and representatives, and employee benefit plans in which Executive is or has been a participant by virtue of Executive’s employment with the Companythem, from any and all charges, complaints, claims, debtsdamages, demands, accounts, judgments, rightsactions, causes of action, equitable reliefsuits, damagesrights, demands, grievances, costs, chargeslosses, complaintsdebts, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever expenses (including attorneys’ ' fees and costscosts incurred), whether in law or equityof any nature whatsoever, known or unknown, asserted that Executive now has, owns, or unassertedholds, suspected or unsuspected (collectivelyclaims to have, “Claims”)own, or hold, or which Executive has at any time heretofore had, owned, or may have had against such entities arising directly held, or indirectly out ofclaimed to have, relating own, or hold from the beginning of time to the date that Executive signs this Agreement, including, but not limited to, those claims arising out of or in relating to (i) any agreement, commitment, contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or arrangement, whether written or oral, or any other way relationship, involving in Executive and/or any manner whatsoever Executive’s employment by the Company or the separation thereofReleasee, including any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, (ii) breach of any express or implied contract, fraud, misrepresentation, defamation, or liability in tort, claims of any kind that may be brought in any court or administrative agency, any claims arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866; the Equal Pay Act; the Age Discrimination in Employment Act (“ADEA”); the Americans with Disabilities Act; the Fair Labor Standards Act; the Employee Retirement Income Security Act; the Family Medical Leave Act; the California Fair Employment and Housing Act; the California Family Rights Act; the California Labor Code; the California Occupational Safety and Health Act; and Section 17200 of the California Business and Professions Code; Claims under any other local, state or federal law governing employment; Claims for breach of contract; Claims arising in tort, including, without limitation, Claims of wrongful dismissal or discharge, discrimination, harassment, retaliation, fraud,misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the implied covenant of good faith and fair dealing; , misrepresentation, interference with contractual or business relations, personal injury, slander, libel, assault, battery, negligence, negligent or intentional infliction of emotional distress or mental suffering, false imprisonment, wrongful termination, wrongful demotion, wrongful failure to promote, wrongful deprivation of a career opportunity, discrimination (including disparate treatment and Claims for damages disparate impact), hostile work environment, sexual harassment, retaliation, any request to submit to a drug or other remedies of any sortpolygraph test, includingand/or whistleblowing, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees. Notwithstanding the generality of the foregoing, Executive does not release the following:
(iwhether said claim(s) Claims for unemployment compensation or any state disability insurance benefits are brought pursuant to the terms of applicable AGE DISCRIMINATION IN EMPLOYMENT ACT (29 U.S.C. SECTIONS 621-634), TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED, THE EQUAL PAY ACT, 42 U.S.C. SECTIONS 1981, 1983, OR 1985, THE VOCATIONAL REHABILITATION ACT OF 1977, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT OR THE FAIR CREDIT REPORTING ACT or any other constitutional, federal, regulatory, state or local law;
(ii) Claims for workers’ compensation insurance benefits , or under the terms of any worker’s compensation insurance policy common law or fund of the Company;
in equity, and (iii) Claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA;
(iv) Claims to any benefit entitlements vested as the date of Executive’s employment termination, pursuant to written terms of any Company employee benefit plan;
(v) Claims for indemnification under the Company’s Bylaws, any written agreement for indemnification to which Executive is a party or intended third party beneficiary, California Labor Code Section 2802 or any other applicable law; and
matter (vi) Executive’s right each of which is referred to file herein as a charge with the Equal Employment Opportunity Commission, the Department of Labor, the California Department of Fair Employment and Housing and any other analogous state or federal agency"Claim"); provided, however, that Executive does nothing contained herein shall operate to release Executive’s right to recover any damages in connection with any claim released by Executive under this Agreement.
(b) EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. BEING AWARE OF SAID CODE SECTION, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.
(c) In accordance with the Older Workers Benefit Protection Act of 1990, Executive acknowledges that Executive is aware obligations of the following:
(i) This section and this Agreement are written in a manner calculated to be understood by Executive.
(ii) The waiver and release of Company, its successors or assigns arising under any claims under the ADEA contained in this Employment Agreement, the Change of Control Agreement does not cover rights or claims that may arise after under any written Company benefit plans, any 401(k) plan, any pension plan and any similar plan, to the date on which Executive signs this Agreement.
(iii) This Agreement provides for consideration in addition to anything of value to which extent Executive is already entitledentitled to benefits under the respective terms thereof.
(iv) Executive has been advised to consult an attorney before signing this Agreement.
(v) Executive has been granted twenty-one (21) days after Executive is presented with this Agreement to decide whether or not to sign this Agreement. If Executive executes this Agreement prior to the expiration of such period, Executive does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period.
(vi) Executive has the right to revoke this general release within seven (7) days of signing this Agreement. In the event this general release is revoked, this Agreement will be null and void in its entirety, and Executive will not receive the benefits of this Agreement set forth in Section 3 above. If Executive wishes to revoke this Agreement, Executive must deliver written notice stating that intent to revoke to [insert name/address/phone/fax number of person responsible for receipt of notice on behalf of the Company], on or before 5:00 p.m. Pacific Standard Time on or before the Effective Date.
Appears in 1 contract
Samples: Separation and Release Agreement (PRG Schultz International Inc)
General Release of Claims by Executive. Executive understands that by agreeing to the release provided by this Section 5, Executive is agreeing not to xxx, or otherwise file any claim against, the Company or any of its employees or other agents for any reason whatsoever based on anything that has occurred as of the date Executive signs this Agreement.
(a) Executive, on behalf of Executive’s self and Executive’s executors, heirs, administrators, representatives and assigns, hereby agrees to release and forever discharge the Company and all predecessors, successors and their respective parent corporations, affiliates, related, and/or subsidiary entities, and all of their past and present investors, directors, shareholders, officers, general or limited partners, employees, attorneys, agents and representatives, and employee benefit plans in which Executive is or has been a participant by virtue of Executive’s employment with the Company, from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected (collectively, “Claims”), which Executive has or may have had against such entities arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Executive’s employment by the Company or the separation thereof, including any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, claims of any kind that may be brought in any court or administrative agency, any claims arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866; the Equal Pay Act; the Age Discrimination in Employment Act (“ADEA”); the Americans with Disabilities Act; the Fair Labor Standards Act; the Employee Retirement Income Security Act; the Family Medical Leave Act; the California Fair Employment and Housing Act; the California Family Rights Act; the California Labor Code; the California Occupational Safety and Health Act; and Section 17200 of the California Business and Professions Code; Claims under any other local, state or federal law governing employment; Claims for breach of contract; Claims arising in tort, including, without limitation, Claims of wrongful dismissal or discharge, discrimination, harassment, retaliation, fraud,, misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the implied covenant of good faith and fair dealing; and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees. Notwithstanding the generality of the foregoing, Executive does not release the following:
(i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law;
(ii) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company;
(iii) Claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA;
(iv) Claims to any benefit entitlements vested as the date of Executive’s employment termination, pursuant to written terms of any Company employee benefit plan;
(v) Claims for indemnification under the Company’s Bylaws, any written agreement for indemnification to which Executive is a party or intended third party beneficiary, California Labor Code Section 2802 or any other applicable law; and
(vi) Executive’s right to file a charge with the Equal Employment Opportunity Commission, the Department of Labor, the California Department of Fair Employment and Housing and any other analogous state or federal agency; provided, however, that Executive does release Executive’s right to recover any damages in connection with any claim released by Executive under this Agreement.
(b) EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. BEING AWARE OF SAID CODE SECTION, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.
(c) In accordance with the Older Workers Benefit Protection Act of 1990, Executive acknowledges that Executive is aware of the following:
(i) This section and this Agreement are written in a manner calculated to be understood by Executive.
(ii) The waiver and release of claims under the ADEA contained in this Agreement does not cover rights or claims that may arise after the date on which Executive signs this Agreement.
(iii) This Agreement provides for consideration in addition to anything of value to which Executive is already entitled.
(iv) Executive has been advised to consult an attorney before signing this Agreement.
(v) Executive has been granted twenty-one (21) days after Executive is presented with this Agreement to decide whether or not to sign this Agreement. If Executive executes this Agreement prior to the expiration of such period, Executive does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period.
(vi) Executive has the right to revoke this general release within seven (7) days of signing this Agreement. In the event this general release is revoked, this Agreement will be null and void in its entirety, and Executive will not receive the benefits of this Agreement set forth in Section 3 above. If Executive wishes to revoke this Agreement, Executive must deliver written notice stating that intent to revoke to [insert name/address/phone/fax number of person responsible for receipt of notice on behalf of the Company], on or before 5:00 p.m. Pacific Standard Time on or before the Effective Date.
Appears in 1 contract
Samples: Employment Agreement (Thoratec Corp)
General Release of Claims by Executive. Executive understands that by agreeing to the release provided by this Section 5, Executive is agreeing not to xxx, or otherwise file any claim against, the Company or any of its employees or other agents for any reason whatsoever based on anything that has occurred as of the date Executive signs this Agreement.
(a) Except as otherwise set forth in this Release, Executive, on behalf of Executive’s self himself and Executive’s his executors, heirs, administrators, representatives and assigns, hereby agrees to release and forever discharge the Company and all predecessors, successors and their respective parent corporations, affiliates, related, related and/or subsidiary entities, and all of their past and present investors, directors, shareholders, officers, general or limited partners, employees, attorneys, agents and representatives, and the employee benefit plans in which Executive is or has been a participant by virtue of Executive’s his employment with or service to the CompanyCompany (collectively, the “Company Releasees”), from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected (collectively, “Claims”)unsuspected, which Executive has or may have had against such entities the Company Releasees based on any events or circumstances arising or occurring on or prior to the date Executive signs this Release (the “Released Claims”). The Released Claims include, but are not limited to: (i) all claims arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Executive’s employment by or service to the Company or the separation termination thereof; (ii) all claims related to Executive’s compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any and other ownership interests in the Company; (iii) all claims arising under for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (iv) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (v) all federal, state, or and local laws relating to employmentstatutory claims, including without limitation claims of wrongful dischargefor discrimination, breach of express or implied contractharassment, fraudretaliation, misrepresentation, defamationattorneys’ fees, or liability in tort, claims of any kind that may be brought in any court or administrative agency, any other claims arising under Title VII of the federal Civil Rights Act of 1964, the Civil Rights Act of 1866; the Equal Pay federal Americans with Disabilities Act; the federal Rehabilitation Act of 1973; the federal Age Discrimination in Employment Act (“ADEA”); the Americans with Disabilities federal Equal Pay Act; the federal Family and Medical Leave Act (“FMLA”); the federal Fair Labor Standards ActAct of 1938; the federal Employee Retirement Income Security Act; the California Family Medical Leave ActRights Act (“CFRA”); the California Labor Code; and the California Fair Employment and Housing Act; the California Family Rights Act; the California Labor Code; the California Occupational Safety and Health Act; and Section 17200 of the California Business and Professions Code; Claims under any other local, state or federal law governing employment; Claims for breach of contract; Claims arising in tort, including, without limitation, Claims of wrongful dismissal or discharge, discrimination, harassment, retaliation, fraud,misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the implied covenant of good faith and fair dealing; and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees. Notwithstanding the generality of the foregoing, Executive does understands that the following rights or claims are not release included in the following:Release (the “Excluded Claims”):
(i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law;
(ii) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company;
(iii) Claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of the federal law known as COBRA;
(iv) Claims for indemnity under the bylaws of the Company, as provided for by California law or under any applicable insurance policy with respect to any benefit entitlements vested as the date of Executive’s employment terminationliability as an employee, pursuant to written terms director or officer of any Company employee benefit planthe Company;
(v) Claims for indemnification under based on any right Executive may have to enforce the Company’s Bylaws, any written agreement for indemnification to which Executive is a party or intended third party beneficiary, California Labor Code Section 2802 or any other executory obligations under the Agreement;
(vi) Claims that are not waivable under applicable law; and
(vivii) Executive’s right Claims Executive may have to file a charge with vested or earned compensation and benefits. In addition, Executive understands that nothing in this Release prevents Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, the California Department of Fair Employment and Housing and or any other analogous state or federal government agency; provided, however, except that Executive does release hereby waives Executive’s right to recover any damages monetary benefits in connection with any claim released by such claim, charge or proceeding. Executive under this Agreementhereby represents and warrants that, other than the Excluded Claims, Executive is not aware of any claims Executive has or might have against the Released Parties that are not included in the Released Claims.
(b) EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542In giving the releases set forth in this Release, WHICH PROVIDES AS FOLLOWSwhich include claims which may be unknown or unsuspected by Executive at present, Executive acknowledges that Executive has read and understands Section 1542 of the California Civil Code which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASEExecutive hereby expressly waives and relinquishes all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction with respect to the releases granted herein, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. BEING AWARE OF SAID CODE SECTION, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECTincluding but not limited to the release of unknown or suspected claims granted in this Release.
(c) In accordance with the Older Workers Benefit Protection Act of 1990, Executive acknowledges that Executive is aware knowingly and voluntarily waiving and releasing any rights Executive may have under the ADEA, and that the consideration given for the waiver and release herein is in addition to anything of value to which Executive was already entitled. Executive further acknowledges that Executive has been advised by this writing, as required by the following:
ADEA, that: (i) This section and this Agreement are written in a manner calculated to be understood by Executive.
(ii) The ’s waiver and release of claims under the ADEA contained in this Agreement does do not cover apply to any rights or claims that may arise after the date on which Executive signs this Agreement.
Release; (ii) Executive should consult with an attorney prior to signing this Release (although Executive may choose voluntarily not do so); (iii) This Agreement provides for consideration in addition to anything of value to which Executive is already entitled.
(iv) Executive has been advised to consult an attorney before signing this Agreement.
(v) Executive has been granted twenty-one (21) days after to consider this Release (although Executive is presented with this Agreement to decide whether or not may choose voluntarily to sign this Agreement. If Executive executes this Agreement prior to the expiration of such period, Executive does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one Release earlier); (21) day period.
(viiv) Executive has the right to revoke this general release within seven (7) days following the date Executive signs this Release to revoke the Release by providing written notice of signing Executive’s revocation to the Board; and (v) this Agreement. In Release will not be effective until the event this general release is revokeddate upon which the revocation period has expired, this Agreement which will be null and void in its entirety, and the eighth day after Executive will not receive signs this Release (the benefits of this Agreement set forth in Section 3 above. If Executive wishes to revoke this Agreement, Executive must deliver written notice stating that intent to revoke to [insert name/address/phone/fax number of person responsible for receipt of notice on behalf of the Company], on or before 5:00 p.m. Pacific Standard Time on or before the “Effective Date”).
Appears in 1 contract
Samples: Offer Letter and Change in Control Agreement (Oportun Financial Corp)
General Release of Claims by Executive. Executive understands that by agreeing to the release provided by this Section 5, Executive is agreeing not to xxx, or otherwise file any claim against, the Company or any of its employees or other agents for any reason whatsoever based on anything that has occurred as of the date Executive signs this Agreement.
(a) Executive, on behalf of Executive’s self and Executive’s executors, heirs, administrators, representatives and assigns, hereby agrees to release and forever discharge the Company and all predecessors, successors and their respective parent corporations, affiliates, related, and/or subsidiary entities, and all of their past and present investors, directors, shareholders, officers, general or limited partners, employees, attorneys, agents and representatives, and employee benefit plans in which Executive is or has been a participant by virtue of Executive’s employment with the Company, from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected (collectively, “Claims”), which Executive has or may have had against such entities based on any events or circumstances arising or occurring on or prior to the date hereof or on or prior to the Termination Date, arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Executive’s employment by the Company or the separation thereof, including and any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, claims of any kind that may be brought in any court or administrative agency, any claims arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866; the Equal Pay Act; the Age Discrimination in Employment Act (“ADEA”); the Americans with Disabilities Act; the Fair Labor Standards Act; the Employee Retirement Income Security Act; the Family Medical Leave Act; the California Fair Employment and Housing Act; the California Family Rights Act; the California Labor Code; the California Occupational Safety and Health Act; and Section 17200 of the California Business and Professions Code; Claims under any other local, state or federal law governing employment; Claims for breach of contract; Claims arising in tort, including, without limitation, Claims of wrongful dismissal or discharge, discrimination, harassment, retaliation, fraud,, misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the implied covenant of good faith and fair dealing; and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees. Notwithstanding the generality of the foregoing, Executive does not release the following:
(i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law;
(ii) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company;
(iii) Claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA;
(iv) Claims to any benefit entitlements vested as the date of Executive’s employment termination, pursuant to written terms of any Company employee benefit plan;
(v) Claims for indemnification under the Company’s Bylaws, any written agreement for indemnification to which Executive is a party or intended third party beneficiary, California Labor Code Section 2802 or any other applicable law; and
(vi) Executive’s right to file a charge with bring to the attention of the Equal Employment Opportunity Commission, the Department Commission claims of Labor, the California Department of Fair Employment and Housing and any other analogous state or federal agencydiscrimination; provided, however, that Executive does release Executive’s right to recover secure any damages in connection with any claim released by Executive under this Agreementfor alleged discriminatory treatment.
(b) EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. BEING AWARE OF SAID CODE SECTION, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.
(c) In accordance with the Older Workers Benefit Protection Act of 1990, Executive acknowledges that Executive is aware of the following:
(i) This section and this Agreement are written in a manner calculated to be understood by Executive.
(ii) The waiver and release of claims under the ADEA contained in this Agreement does not cover rights or claims that may arise after the date on which Executive signs this Agreement.
(iii) This Agreement provides for consideration in addition to anything of value to which Executive is already entitled.
(iv) Executive has been advised to consult an attorney before signing this Agreement.
(v) Executive has been granted twenty-one (21) days after Executive is presented with this Agreement to decide whether or not to sign this Agreement. If Executive executes this Agreement prior to the expiration of such period, Executive does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period.
(vi) Executive has the right to revoke this general release within seven (7) days of signing this Agreement. In the event this general release is revoked, this Agreement will be null and void in its entirety, and Executive will not receive the benefits of this Agreement set forth in Section 3 above. If Executive wishes to revoke this Agreement, Executive must deliver written notice stating that intent to revoke to [insert name/address/phone/fax number of person responsible for receipt of notice on behalf of the Company]Xxxxx Xxxxxx, 000 X. Xxxxxx Xxxxxx, Mountain View, CA 94041, (000)000-0000 phone/(000)000-0000 fax, on or before 5:00 p.m. Pacific Standard Time on or before the Effective Date.
Appears in 1 contract
Samples: General Release and Separation Agreement (Conceptus Inc)
General Release of Claims by Executive. Executive understands that by agreeing to the release provided by this Section 5, Executive is agreeing not to xxx, or otherwise file any claim against, the Company or any of its employees or other agents for any reason whatsoever based on anything that has occurred as of the date Executive signs this Agreement.
(a) Executive, on behalf of Executive’s self and Executive’s executors, heirs, administrators, representatives and assigns, hereby agrees to release and forever discharge the Company and all predecessors, successors and their respective parent corporations, affiliates, related, and/or subsidiary entities, and all of their past and present investors, directors, shareholders, officers, general or limited partners, employees, attorneys, agents and representativesagents, and employee benefit plans in which Executive is or has been a participant by virtue of Executive’s employment with the Companyattorneys (“Released Parties”), from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected (collectively, “Claims”), which Executive has or may have had against such entities based on any events or circumstances arising directly or indirectly out ofoccurring on or prior to the date on which Executive signs this Agreement, including:
a. any and all Claims relating to, to or in any other way involving in any manner whatsoever arising from Executive’s employment by relationship with the Company or and/or the separation thereoftermination of that relationship, including any claims for compensation, equity or payments other than those specifically set forth herein;
b. any and all claims arising under Claims for wrongful discharge of employment; termination in violation of public policy; retaliation; discrimination of any kind, including but not limited to, gender, age, race, national origin, sexual orientation, and/or disability discrimination; harassment of any kind, including harassment on the basis of gender, age, race, national origin, sexual orientation, and/or disability; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; inducing breach of any contract; promissory estoppel; reformation; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; deceit; concealment; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; breach of fiduciary duty; personal injury; assault; battery; invasion of privacy; false imprisonment; conspiracy; and/or conversion;
c. any and all Claims for violation of any federal, state, state or local laws relating to employmentmunicipal statute, including without limitation claims of wrongful dischargebut not limited to, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, claims of any kind that may be brought in any court or administrative agency, any claims arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866; the Equal Pay Act; 1991, the Age Discrimination in Employment Act (“ADEA”); of 1967, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act; , the Fair Labor Standards Act; , the Equal Pay Act of 1963 and the Xxxxx Xxxxxxxxx Fair Pay Act, the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act; the Family Medical Leave Act; , the California Fair Employment and Housing Act; , the California Family Rights Act; , the California Labor Code; , the California Occupational Safety and Health Act; and Section 17200 of Government Code, the California Business and Professions Code; Claims under , and any other local, state or federal local statute, regulation, law governing employment; Claims for breach of contract; Claims arising in tort, including, without limitation, Claims of wrongful dismissal or discharge, discrimination, harassment, retaliation, fraud,misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the implied covenant of good faith and fair dealing; and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees. Notwithstanding the generality of the foregoing, Executive does not release the following:
(i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state lawordinance;
(ii) Claims for workers’ compensation insurance benefits under d. any other statutory and common law claims arising from Executive’s employment relationship with the terms of Company that may be lawfully waived by agreement; and
e. any workerother applicable federal, state, or local law, ordinance, or regulation with respect to claims relating to Executive’s compensation insurance policy employment or fund of separation from employment with the Company;
(iii) Claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA;
(iv) Claims to any benefit entitlements vested as Company arising up until the date of Executive’s employment terminationexecution of this Agreement. Each of the parties to this Agreement agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to (a) any obligations incurred under this Agreement, pursuant to written terms of (b) any Company employee benefit plan;
vested rights under pension or retirement plans; (vc) Claims for indemnification any obligations which cannot be released under the Company’s Bylaws, any written agreement for indemnification to which Executive is a party or intended third party beneficiary, California Labor Code Section 2802 or any other applicable law; and
, and (vid) Executive’s any right Executive may have to file a charge with the Equal Employment Opportunity Commissioncharge, the Department of Labortestify or participate in an EEOC, the California Department of Fair Employment and Housing and any CRD, SEC, or other analogous federal, state or federal agency; local governmental investigation, hearing or proceeding, provided, however, that Executive does release Executive’s right to recover any damages in connection with any claim released by Executive under this Agreement.
(b) EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. BEING AWARE OF SAID CODE SECTION, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.
(c) In accordance with the Older Workers Benefit Protection Act of 1990, Executive acknowledges that Executive is aware of the following:
(i) This section and this Agreement are written in a manner calculated to be understood by Executive.
(ii) The waiver and release of claims under the ADEA contained in this Agreement does not cover rights or claims that may arise after the date on which Executive signs this Agreement.
(iii) This Agreement provides for consideration in addition to anything of value to which Executive is already entitled.
(iv) Executive has been advised to consult an attorney before signing this Agreement.
(v) Executive has been granted twenty-one (21) days after Executive is presented with this Agreement to decide whether or not to sign this Agreement. If Executive executes this Agreement prior to the expiration of such period, Executive does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period.
(vi) Executive has the right to revoke this general release within seven (7) days of signing this Agreement. In the event this general release is revoked, this Agreement will be null and void in its entirety, and Executive will not receive the benefits of this Agreement set forth in Section 3 above. If Executive wishes to revoke this Agreement, Executive must deliver written notice stating understands and agrees that intent Executive is waiving the right to revoke any personal recovery either in Executive’s own action or one brought by the EEOC or other governmental agency or authority on Executive’s behalf to [insert name/address/phone/fax number of person responsible the extent permitted by law, except to the extent that Executive is permitted by law to recover any monetary amount for receipt of notice on behalf of the Company], on reporting potential violations under an SEC whistleblower program or before 5:00 p.m. Pacific Standard Time on or before the Effective Dateother applicable law.
Appears in 1 contract
General Release of Claims by Executive. Executive understands that by agreeing to the release provided by this Section 5, Executive is agreeing not to xxx, or otherwise file any claim against, the Company or any of its employees or other agents for any reason whatsoever based on anything that has occurred as of the date Executive signs this Agreement.
(a) In consideration of the Company’s covenants in the Separation Agreement, and contingent upon the Company making the payments and providing the benefits set forth in Section 3(a) of the Separation Agreement, Executive, on behalf of Executive’s self himself and Executive’s his executors, heirs, administrators, representatives and assigns, hereby agrees to release and forever discharge the Company and all predecessors, successors and their respective parent corporations, affiliates, related, and/or subsidiary entities, and all of their past and present investors, directors, shareholders, officers, general or limited partners, employees, attorneys, agents and representatives, and the employee benefit plans in which Executive is or has been a participant by virtue of Executive’s his employment with the CompanyCompany (collectively, the “Company Releasees”), from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected (collectively, “Claims”), which Executive has or may have had against such entities based on any events or circumstances arising or occurring on or prior to the date hereof or on or prior to the Separation Date, arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Executive’s employment by or service to the Company or the separation termination thereof, including any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, and claims of any kind that may be brought in any court or administrative agencyagency including, any without limitation, claims arising under the Worker Adjustment and Retraining Notification Act of 1989, 29 U.S.C. § 2101 et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 USC Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; the Equal Pay Act42 USC Section 1981, et seq.; the Age Discrimination in Employment Act (“ADEA”Act, as amended, 29 USC Section 621, et seq.; the Equal Pay Act, as amended, 29 USC Section 206(d); regulations of the Americans with Disabilities Office of Federal Contract Compliance, 41 CFR Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards ActAct of 1938, as amended, 29 U.S.C. § 201 et seq.; the Employee The Executive Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Family Medical Leave California Worker Adjustment and Retraining Notification Act; , California Labor Code Section 1400, et seq. and the California Fair Employment and Housing Act; the , California Family Rights Act; the California Labor Code; the California Occupational Safety and Health Act; and Government Code Section 17200 of the California Business and Professions Code; Claims under any other local12940, state or federal law governing employment; Claims for breach of contract; Claims arising in tort, including, without limitation, Claims of wrongful dismissal or discharge, discrimination, harassment, retaliation, fraud,misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the implied covenant of good faith and fair dealing; and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s feeset seq. Notwithstanding the generality of the foregoing, Executive does not release the followingfollowing claims:
(i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law;
(ii) Claims for workers’ worker’s compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company;
(iii) Claims to continued participation in certain of the Company’s group medical, dental, vision, and life insurance benefit plans pursuant to the terms and conditions of the federal law known as COBRA;
(iv) Claims for indemnity under the bylaws of the Company, as provided for by Delaware law or under any applicable insurance policy with respect to any benefit entitlements vested as the date of Executive’s employment terminationliability as an employee or officer of the Company or that certain Indemnification Agreement dated May 25, pursuant to written terms of any Company employee benefit plan;2007 between Executive and the Company; and
(v) Claims for indemnification under based on any right Executive may have to enforce the Company’s Bylaws, any written agreement for indemnification executory obligations under the Separation Agreement or agreements related to which stock awards granted to Executive is a party or intended third party beneficiary, California Labor Code Section 2802 or any other applicable law; and
(vi) Executive’s right to file a charge with by the Equal Employment Opportunity Commission, the Department of Labor, the California Department of Fair Employment and Housing and any other analogous state or federal agency; provided, however, that Executive does release Executive’s right to recover any damages in connection with any claim released by Executive under this AgreementCompany.
(ba) EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HE HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. BEING AWARE OF SAID CODE SECTION, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.
(c) In accordance with the Older Workers Benefit Protection Act of 1990, Executive acknowledges that Executive is aware of the following:
(i) This section and this Agreement are written in a manner calculated to be understood by Executive.
(ii) The waiver and release of claims under the ADEA contained in this Agreement does not cover rights or claims that may arise after the date on which Executive signs this Agreement.
(iii) This Agreement provides for consideration in addition to anything of value to which Executive is already entitled.
(iv) Executive has been advised to consult an attorney before signing this Agreement.
(v) Executive has been granted twenty-one (21) days after Executive is presented with this Agreement to decide whether or not to sign this Agreement. If Executive executes this Agreement prior to the expiration of such period, Executive does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period.
(vi) Executive has the right to revoke this general release within seven (7) days of signing this Agreement. In the event this general release is revoked, this Agreement will be null and void in its entirety, and Executive will not receive the benefits of this Agreement set forth in Section 3 above. If Executive wishes to revoke this Agreement, Executive must deliver written notice stating that intent to revoke to [insert name/address/phone/fax number of person responsible for receipt of notice on behalf of the Company], on or before 5:00 p.m. Pacific Standard Time on or before the Effective Date.
Appears in 1 contract
Samples: Separation Agreement (Tivo Inc)
General Release of Claims by Executive. Executive understands that by agreeing to the release provided by this Section 5, Executive is agreeing not to xxx, or otherwise file any claim against, the Company or any of its employees or other agents for any reason whatsoever based on anything that has occurred as of the date Executive signs this Agreement.
(a) Executive, on his own behalf and on behalf of Executive’s self and Executive’s his heirs, executors, heirsadministrators, administratorsbeneficiaries, representatives and assigns, and all others connected with or claiming through him (the “Executive Releasing Parties”), hereby agrees to release releases and forever discharge discharges the Company and all predecessors, successors and their respective parent corporations, affiliates, related, and/or subsidiary entitiesCompany, and all of their past its past, present and present investorsfuture owners, officers, directors, shareholdersmembers, officersmanagers, employees, agents, general or and limited partners, employeesjoint venturers, attorneys, agents and representatives, successors and employee benefit plans in which Executive is or has been a participant by virtue assigns of Executive’s employment with the Company, its subsidiaries and other affiliates, each of the foregoing both individually and in their official capacities (collectively, the “Company Released Parties”), from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility rights and liability claims of every kind and character whatsoever (including attorneys’ fees and costs)any type or description, whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected (collectively, “Claims”), which that Executive has or may have had against such entities arising directly or indirectly out ofin the past, relating tonow has, or might now have, from the beginning of time through the date hereof, including without limitation any and all causes of action, rights and claims in any other way involving in any manner whatsoever resulting from, arising out of or connected with Executive’s employment by the Company or the separation thereof, including termination of that employment or arising out of or pursuant to any and all claims arising under federal, state, state or local laws relating to employmentlaw, regulation or other requirement, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, claims of any kind that may be brought in any court or administrative agency, any claims arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866; the Equal Pay Act; the Age Discrimination in Employment Act (“ADEA”); , the Americans with Disabilities Act; , the Fair Labor Standards New Jersey Conscientious Employee Protection Act; , the Employee Retirement Income Security Millville Dallas Airmotive Plant Loss Job Notification Act; , the Family Medical Leave Worker Adjustment and Retraining Notification Act; , and the California Fair Employment and Housing Act; the California Family Rights Act; the California Labor Code; the California Occupational Safety and Health Act; and Section 17200 fair employment practices laws of the California Business and Professions Code; Claims under any other local, state or federal law governing employment; Claims for breach of contract; Claims arising states in tortwhich Executive has provided services to the Company, each as amended from time to time. Executive expressly acknowledges and agrees that, by entering into this Agreement, Executive is releasing and waiving any and all rights or claims, including, without limitation, Claims of wrongful dismissal claims that Executive may have arising under ADEA, which have arisen on or discharge, discrimination, harassment, retaliation, fraud,misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the implied covenant of good faith and fair dealing; and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees. Notwithstanding the generality of the foregoing, Executive does not release the following:
(i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law;
(ii) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company;
(iii) Claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA;
(iv) Claims to any benefit entitlements vested as before the date of Executive’s employment terminationexecution and delivery of this Agreement to the Company. Notwithstanding the foregoing, excluded from the scope of the release set forth in this Section 2 is (i) any claim arising under the terms of this Agreement, (ii) any right of indemnification or contribution that Executive may have pursuant to written terms the articles of incorporation, by-laws or other governing document of the Company or any of its subsidiaries or other affiliates, any contracts executed by or on behalf of the Company employee benefit plan;
or any such subsidiary or affiliate, and any applicable directors and officers liability insurance policy (viii) Claims for indemnification any right Executive may have under the Company’s Bylaws, any written agreement for indemnification to which Executive is a party tax-qualified retirement plans or intended third party beneficiary, California Labor Code Section 2802 or any other applicable law; and
(vi) Executive’s right to file a charge with 601-608 of the Equal Employment Opportunity Commission, the Department of Labor, the California Department of Fair Employment and Housing and any other analogous state or federal agency; provided, however, that Executive does release Executive’s right to recover any damages in connection with any claim released by Executive under this Agreement.
(b) EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. BEING AWARE OF SAID CODE SECTION, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.
(c) In accordance with the Older Workers Benefit Protection Employee Retirement Income Security Act of 19901974, Executive acknowledges that Executive is aware of the following:
as amended, popularly known as COBRA; and (iiv) This section and this Agreement are written in a manner calculated to be understood by Executive.
(ii) The waiver and release of claims under the ADEA contained in this Agreement does not cover rights or any claims that may arise after the date on which Executive signs executes this Agreement.
(iii) This Agreement provides for consideration in addition to anything of value to which Executive is already entitled.
(iv) Executive has been advised to consult an attorney before signing this Agreement.
(v) Executive has been granted twenty-one (21) days after Executive is presented with this Agreement to decide whether or not to sign this Agreement. If Executive executes this Agreement prior to the expiration of such period, Executive does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period.
(vi) Executive has the right to revoke this general release within seven (7) days of signing this Agreement. In the event this general release is revoked, this Agreement will be null and void in its entirety, and Executive will not receive the benefits of this Agreement set forth in Section 3 above. If Executive wishes to revoke this Agreement, Executive must deliver written notice stating that intent to revoke to [insert name/address/phone/fax number of person responsible for receipt of notice on behalf of the Company], on or before 5:00 p.m. Pacific Standard Time on or before the Effective Date.
Appears in 1 contract
Samples: Resignation and Release Agreement (Kid Brands, Inc)
General Release of Claims by Executive. Executive understands that by agreeing to hereby voluntarily, knowingly and willingly releases, acquits and forever discharges the release provided by this Section 5Company, Executive is agreeing not to xxx, or otherwise file any claim against, the Company or any of its employees or other agents for any reason whatsoever based on anything that has occurred as including all of the date Executive signs this Agreement.
(a) Executive, on behalf of ExecutiveCompany’s self and Executive’s executors, heirs, administrators, representatives and assigns, hereby agrees to release and forever discharge the Company and all predecessors, successors and their respective parent corporations, affiliates, related, and/or subsidiary affiliated entities, and all of their past former, current and present investorsfuture agents, managers, employees, officers, directors, shareholders, officersinvestors, general or limited partners, employeesjoint ventures, attorneys, agents and representatives, predecessors, successors, assigns, owners and employee benefit plans in which Executive is or has been a participant by virtue of Executive’s employment with the Company, servants from any and all claims, debts, demands, accounts, judgments, rights, causes costs or expenses of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every any kind and character whatsoever (including attorneys’ fees and costs)or nature whatsoever, whether in law or equity, known or unknown, asserted foreseen or unasserted, suspected or unsuspected (collectively, “Claims”), which Executive has or may have had against such entities arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Executive’s employment by the Company or the separation thereof, including any and all claims arising under federal, state, or local laws relating to employmentunforeseen, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, claims of any kind that may be brought in any court or administrative agencylimitation, any contract or tort claims arising or any claims under the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964Act, the Civil Rights Act of 1866; the Equal Pay Family and Medical Leave Act; the Age Discrimination in Employment Act (“ADEA”); the Americans with Disabilities Act; the Fair Labor Standards Act; , the Employee Retirement Income Security Act; , the Family Medical Leave Age Discrimination in Employment Act; , any constitution or statute, or under common law, which against any or all of them Executive ever had, now has or hereinafter may have, up to and including the California Fair Employment and Housing Act; the California Family Rights Act; the California Labor Code; the California Occupational Safety and Health Act; and Section 17200 date of the California Business and Professions Code; Claims under any other local, state or federal law governing employment; Claims for breach Executive’s execution of contract; Claims arising in tortthis Agreement, including, without limitation, Claims those arising out of wrongful dismissal or dischargein any way related to Executive’s employment at the Company, discriminationservice on the Board, harassment, retaliation, fraud,misrepresentation, defamation, libel, infliction the termination of emotional distress, violation Executive’s employment from the Company or termination of public policy, and/or breach of service on the implied covenant of good faith and fair dealing; and Claims for damages or other remedies of any sortBoard, including, without limitationlimitation any claim to options, compensatory damages, punitive damages, injunctive relief and attorney’s feesstock or shares in the Company. Notwithstanding the generality of the foregoing, Executive does not the following claims are excluded from release under this Section 2: Claims pursuant to this Agreement, claims under benefit plans, any right to indemnification (including advancement of expenses), any right to insurance maintained by the following:
(i) Claims for unemployment compensation Company or otherwise, and any state disability insurance benefits right to exercise stock options or receive restricted stock units pursuant to the terms of applicable state law;
(ii) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund relevant provisions of the Company;
(iii) Claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA;
(iv) Claims to any benefit entitlements vested as the date of Executive’s employment termination, pursuant to written terms of any Company employee benefit plan;
(v) Claims for indemnification under the Company’s Bylaws, any written agreement for indemnification to which Executive is a party or intended third party beneficiary, California Labor Code Section 2802 or any other applicable law; and
(vi) Executive’s right to file a charge with the Equal Employment Opportunity Commission, the Department of Labor, the California Department of Fair Employment and Housing and any other analogous state or federal agency; provided, however, that Executive does release Executive’s right to recover any damages in connection with any claim released by Executive under this Agreement.
(b) EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORequity agreements. BEING AWARE OF SAID CODE SECTION, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.
(c) In accordance with the Older Workers Benefit Protection Act of 1990, Executive acknowledges that Executive is aware of the following:
(i) This section and this Agreement are written in a manner calculated to be understood by Executive.
(ii) The waiver and release of claims under the ADEA contained Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses or contribution that Executive would otherwise have, including, but not limited to, by agreement, insurance or under applicable law. Nothing in this Agreement prevents Executive from filing a charge or complaint with or from participating in an investigation or proceeding conducted by any federal, state or local agency charged with the enforcement of any employment laws, although by signing this Agreement Executive waives rights to individual relief based on claims asserted in such a charge or complaint. This waiver does not cover rights or claims that may arise after the date on which Executive signs this Agreement.
(iii) This Agreement provides for consideration in addition to anything of value to which Executive apply if it is already entitled.
(iv) Executive has been advised to consult an attorney before signing this Agreement.
(v) Executive has been granted twenty-one (21) days after Executive is presented with this Agreement to decide whether or not to sign this Agreement. If Executive executes this Agreement prior to the expiration of such periodotherwise prohibited by law, Executive does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder including whistleblower awards under Section 21F of the twenty-one (21) day periodSecurities Exchange Act.
(vi) Executive has the right to revoke this general release within seven (7) days of signing this Agreement. In the event this general release is revoked, this Agreement will be null and void in its entirety, and Executive will not receive the benefits of this Agreement set forth in Section 3 above. If Executive wishes to revoke this Agreement, Executive must deliver written notice stating that intent to revoke to [insert name/address/phone/fax number of person responsible for receipt of notice on behalf of the Company], on or before 5:00 p.m. Pacific Standard Time on or before the Effective Date.
Appears in 1 contract
Samples: Executive Separation Agreement (Eastside Distilling, Inc.)
