General Release of Claims. Employee knowingly and voluntarily releases and forever discharges the Company from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or unknown, against the Company, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● Title VII of the Civil Rights Act of 1964, as amended; ● The Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● The Employee Retirement Income Security Act of 1974, as amended; ● The Immigration Reform and Control Act, as amended; ● The Americans with Disabilities Act of 1990, as amended; ● The Worker Adjustment and Retraining Notification Act, as amended; ● The Occupational Safety and Health Act, as amended; ● The Family and Medical Leave Act of 1993; ● All other federal, state or local civil or human rights laws, whistleblower laws, or any other local, state or federal law, regulations and ordinances; ● All public policy, contract, tort, or common laws; and ● All allegations for costs, fees, and other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Company.
Appears in 6 contracts
Samples: Severance Agreement (Carmax Inc), Severance Agreement (Carmax Inc), Severance Agreement (Carmax Inc)
General Release of Claims. Employee The Releasing Party knowingly and voluntarily releases and forever discharges the Company Business Parties from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or and unknown, against the CompanyBusiness Parties, that Employee the Releasing Party has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited towithout limitation, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The • the National Labor Relations Act, as amended; ● • the Civil Rights Act of 1866, as amended, Title VII of the Civil Rights Act of 1964, as amended; ● The , and the Civil Rights Act of 1991, as amended; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● The • the Employee Retirement Income Security Act of 1974, as amended; ● The • the Immigration Reform and Control Act, as amended; ● The Americans • the American with Disabilities Act of 1990, as amended; ● The • the Age Discrimination in Employment At of 1967, as amended; • the Older Workers Benefit Protection Act of 1990; • the Worker Adjustment and Retraining Notification Act, as amended; ● The • the Occupational Safety and Health Act, as amended; ● The • the Family and Medical Leave Act of 1993; ● All • the Iowa Civil Rights Act of 1965 (Iowa Code Chapter 216), as amended; • the Iowa Wage Payment Collection Law (Iowa Code Chapter 91A), as amended; • the laws of the State of Iowa concerning wages, employment and discharge or any other law, rule, regulation or ordinance pertaining to employment, terms and conditions of employment, or termination of employment; • any other federal, state or local civil or human rights laws, whistleblower laws, laws or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All • any public policy, contract, tort, or common lawslaw; and ● All allegations or • any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein No reference to the contraryaforementioned causes of action or claims is intended to limit the scope of this Agreement and General Release. Notwithstanding the above, the sole matters to which the Agreement and General Release do not apply are: (i) Employeethe Executive’s rights of indemnification and directors and officers liability insurance coverage pursuant to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director Section 4(k) of the Company (including, without limitation, under Article 15 of the Severance Agreement)Employment Agreement or otherwise; (ii) Employeethe Executive’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedCOBRA; (iii) Employeethe Executive’s rights under Article 7 or Article 11 the provisions of the Severance Agreement, as the case may beEmployment Agreement which are intended to survive termination of employment; and or (iv) Employeethe Executive’s rights as a stockholder of the Companystockholder.
Appears in 5 contracts
Samples: Employment Agreement (Amerus Group Co/Ia), Employment Agreement (Amerus Group Co/Ia), Employment Agreement (Amerus Group Co/Ia)
General Release of Claims. Employee Executive knowingly and voluntarily releases and forever discharges the Company from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or and unknown, against the Company, that Employee Executive has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● • The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Age Discrimination in Employment Act of 1967, as amended; • The Older Workers Benefit Protection Act of 1990; • The Worker Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Family and Medical Leave Act of 1993; ● All • The Minnesota Civil Rights Act, as amended; • The Minnesota Minimum Wage Law, as amended; • Equal Pay Law for Minnesota, as amended; • Any other foreign, federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state state, federal or federal foreign law, regulations and ordinancesregulation or ordinance; ● All • Any public policy, contract, tort, or common lawslaw; and ● All allegations or • Any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the this Agreement and General Release do not apply are: (i) EmployeeExecutive’s rights of indemnification and directors and officers liability insurance coverage coverage, if any, to which the Executive was entitled immediately prior to __________ __, 20__ [INSERT TERMINATION DATE] with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement)Company; (ii) EmployeeExecutive’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedCOBRA; (iii) EmployeeExecutive’s rights under Article 7 or Article 11 the provisions of the Severance Agreement, as the case may beEmployment Agreement which are intended to survive termination of employment; and or (iv) EmployeeExecutive’s rights as a stockholder of the Companystockholder.
Appears in 5 contracts
Samples: Employment Agreement (Virtual Radiologic CORP), Employment Agreement (Virtual Radiologic CORP), Employment Agreement (Virtual Radiologic CORP)
General Release of Claims. Employee knowingly and voluntarily releases and forever discharges the Company from any and all claims, rights, causes of action, demands, fees damages, fees, costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or unknown, against the Company, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● ●The Age Discrimination in Employment Act of 1967, as amended; ● ●The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● ●Title VII of the Civil Rights Act of 1964, as amended; ● ●The Civil Rights Act of 1991; ● ●Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● ●The Employee Retirement Income Security Act of 1974, as amended; ● ●The Immigration Reform and Control Act, as amended; ● ●The Americans with Disabilities Act of 1990, as amended; ● ●The Worker Adjustment and Retraining Notification Act, as amended; ● ●The Occupational Safety and Health Act, as amended; ● ●The Family and Medical Leave Act of 1993; ● ●All other federal, state or local civil or human rights laws, whistleblower laws, or any other local, state or federal law, regulations and ordinances; ● ●All public policy, contract, tort, or common laws; and ● ●All allegations for costs, fees, and other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Company; (v) Employee’s right to file charges with the Equal Employment Opportunity Commission, or any government agency concerning claims of discrimination, although Employee waives the Executive’s right to recover any damages or other relief in any claim or suit brought by or through the Equal Employment Opportunity Commission or any other federal, state or local agency on behalf of Employee under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964 as amended, the Americans with Disabilities Act, or any other federal or state discrimination law, except where such waivers are prohibited by law; and (vi) Employee’s rights that cannot be released by private agreement under applicable law.
Appears in 5 contracts
Samples: Severance Agreement (Carmax Inc), Severance Agreement (Carmax Inc), Severance Agreement (Carmax Inc)
General Release of Claims. Employee knowingly and voluntarily releases and forever discharges the Company from any and all claims, rights, causes of action, demands, fees damages, fees, costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or unknown, against the Company, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● Title VII of the Civil Rights Act of 1964, as amended; ● The Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● The Employee Retirement Income Security Act of 1974, as amended; ● The Immigration Reform and Control Act, as amended; ● The Americans with Disabilities Act of 1990, as amended; ● The Worker Adjustment and Retraining Notification Act, as amended; ● The Occupational Safety and Health Act, as amended; ● The Family and Medical Leave Act of 1993; ● All other federal, state or local civil or human rights laws, whistleblower laws, or any other local, state or federal law, regulations and ordinances; ● All public policy, contract, tort, or common laws; and ● All allegations for costs, fees, and other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Company; (v) Employee’s right to file charges or complaints with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”), although Employee waives the Executive’s right to recover any damages or other relief in any claim or suit brought by or through the Government Agencies on behalf of Employee under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964 as amended, the Americans with Disabilities Act, or any other federal or state discrimination law, except where such waivers are prohibited by law, provided, however, this Agreement and General Release does not limit Employee’s right to receive an award for information provided to any Government Agencies; and (vi) Employee’s rights that cannot be released by private agreement under applicable law.
Appears in 4 contracts
Samples: Severance Agreement (Carmax Inc), Severance Agreement (Carmax Inc), Severance Agreement (Carmax Inc)
General Release of Claims. Employee Executive knowingly and voluntarily releases and forever discharges the Company from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or and unknown, against the Company, that Employee Executive has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● • The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Age Discrimination in Employment Act of 1967, as amended; • The Older Workers Benefit Protection Act of 1990; • The Worker Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Family and Medical Leave Act of 1993; ● All • The Minnesota Civil Rights Act, as amended; • The Minnesota Minimum Wage Law, as amended; • Equal Pay Law for Minnesota, as amended; • Any other foreign, federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state state, federal or federal foreign law, regulations and ordinancesregulation or ordinance; ● All • Any public policy, contract, tort, or common lawslaw; and ● All allegations or • Any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the this Agreement and General Release do not apply are: (i) EmployeeExecutive’s rights of indemnification and directors and officers liability insurance coverage coverage, if any, to which the Executive he was entitled immediately prior to __________ __, 20__ [INSERT TERMINATION DATE] with regard to the Executive’s his service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement)Company; (ii) EmployeeExecutive’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedCOBRA; (iii) EmployeeExecutive’s rights under Article 7 or Article 11 the provisions of the Severance Agreement, as the case may beEmployment Agreement which are intended to survive termination of employment; and or (iv) EmployeeExecutive’s rights as a stockholder of the Companystockholder.
Appears in 3 contracts
Samples: Employment Agreement (Virtual Radiologic CORP), Employment Agreement (Virtual Radiologic CORP), Employment Agreement (Virtual Radiologic CORP)
General Release of Claims. Employee (A) Executive and the Executive’s heirs, executors, administrators, successors and assigns (collectively referred to throughout this Agreement as “Employee”) knowingly and voluntarily releases release and forever discharges discharge the Company and its affiliates, subsidiaries, divisions, benefit plans, successors and assigns in such capacity, and the current, future and former employees, officers, directors, trustees and agents thereof (collectively referred to as “Employer”) from any and all actions, causes of action, contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions, understandings, agreements, promises, claims regarding stock, stock options or other forms of equity compensation, commitments, damages, fees and liabilities, responsibilities and any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, executions and liabilities of any kind whatsoeverwhatsoever kind, whether nature or description, oral or written, known or unknown, matured or unmatured, suspected or unsuspected at the present time, in law or in equity, whether known and unknown, against Employer, which the Company, that Employee has, has ever had or may have as of the date of Executive’s execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● · Title VII of the Civil Rights Act of 1964, as amended; ● · The Civil Rights Act of 1991; ● · Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● · The Employee Retirement Income Security Act of 1974, as amended; ● · The Immigration Reform and Control Act, as amended; ● · The Americans with Disabilities Act of 1990, as amended; ● · The Age Discrimination in Employment Act of 1967, as amended; · The Older Workers Benefit Protection Act of 1990; · The Worker Adjustment and Retraining Notification Act, as amended; ● · The Occupational Safety and Health Act, as amended; ● · The Family and Medical Leave Act of 1993; ● All · Any wage payment and collection, equal pay and other similar laws, acts and statutes of the Commonwealth of Massachusetts; · Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All · Any public policy, contract, tort, or common lawslaw; and ● All allegations or · Any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s express rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company Employer or under COBRA; (ii) Employee’s rights under the Consolidated Omnibus Budget Reconciliation Act provisions of 1985, as amendedthe Employment Agreement which are intended to survive termination of employment; (iii) Employee’s rights under Article 7 as a stockholder; or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s any rights of the Executive to indemnification as a stockholder Director or Officer of the Company.
Appears in 3 contracts
Samples: Executive Employment Agreement (Radius Health, Inc.), Executive Employment Agreement (Radius Health, Inc.), Executive Employment Agreement (Radius Health, Inc.)
General Release of Claims. Employee knowingly and voluntarily releases and forever discharges Employer, its parent corporation, affiliates and subsidiaries, each of their divisions, predecessors, insurers, successors and assigns, and all of their current and former employees, attorneys, officers, directors and agents, whether now in existence or hereafter created, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries (collectively referred to throughout the Company remainder of this Agreement as “Releasees”), of and from any and all claims, complaints, actions, suits, arbitrations, disputes, rights, causes of actionpromises, demandsobligations, fees losses, damages, costs, expensesfees, including attorneys’ fees, and fees or liabilities of any every kind whatsoever, whether in law or in equity known or and unknown, against the Companyasserted or unasserted (“Claims”), that which Employee hasever had, now has ever had or may hereafter claim to have as by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date of execution of the Employee executes this Agreement and General ReleaseAgreement, including, but not limited toto (A) any such Claims relating in any way to Employee’s employment relationship with Employer or any other Releasee, (B) any alleged violation of: ● The such Claims arising under any federal, state, local or foreign statute or regulation, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended; ● The amended by the Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● Title VII of the Civil Rights Act of 1964, as amended; ● The the Civil Rights Act of 1991; ● Sections 1981 through 1988 , the Rehabilitation Act of Title 42 1973, the Americans with Disabilities Act of 1990, the United States Code, as amended; ● The Employee Retirement Income Security Act of 1974, as amended; ● The Immigration Reform and Control Act, as amended; ● The Americans with Disabilities Act of 1990, as amended; ● The the Worker Adjustment and Retraining Notification ActAct of 1988, as amended; ● The 42 U.S.C. Section 1981, the Equal Pay Act of 1963, the Occupational Safety and Health Act of 1970, the Fair Credit Reporting Act of 1970, the Delaware, Discrimination in Employment Act, the Delaware Handicapped Persons Employment Protections Act, each as amended; ● The Family amended and Medical Leave Act including each of 1993; ● All their respective implementing regulations, and/or any other federal, state state, local or local civil foreign law (statutory, regulatory or human rights lawsotherwise) that may be legally waived and released, whistleblower laws, or and (C) any other local, state or federal law, regulations and ordinances; ● All such public policy, contract, tort, or common laws; and ● All allegations for costslaw Claim, fees, and other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 breach of the Severance Agreement)contract, breach of a covenant of good faith and fair dealing, interference with business opportunity or contracts, negligence, misrepresentation, fraud, detrimental reliance, personal injury, assault, battery, defamation, false light, invasion of privacy, infliction of emotional distress, retaliation, constructive discharge, or wrongful discharge; (ii) arising out of or relating to the termination of Employee’s rights under any tax-qualified pension plan employment with Employer or claims for accrued vested benefits under any other employee benefit plan, policy Releasee; or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between Employer or any other Releasee and Employee’s rights under Article 7 or Article 11 of , including, but not limited to, the Severance Employment Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Company.
Appears in 3 contracts
Samples: Employment Agreement (DuPont De Nemours, Inc.), Employment Agreement (DuPont De Nemours, Inc.), Employment Agreement (Dupont E I De Nemours & Co)
General Release of Claims. (A) The Employee knowingly and voluntarily releases and forever discharges the Company Employer from any and all actions, causes of action, contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions, understandings, agreements, promises, claims regarding stock, stock options or other forms of equity compensation, commitments, damages, fees and liabilities, responsibilities and any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, executions and liabilities of any kind whatsoeverwhatsoever kind, whether nature or description, oral or written, known or unknown, matured or unmatured, suspected or unsuspected at the present time, in law or in equity, whether known and unknown, against Employer, which the Company, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● - Title VII of the Civil Rights Act of 1964, as amended; ● - The Civil Rights Act of 1991; ● - Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● - The Employee Retirement Income Security Act of 1974, as amended; ● - The Immigration Reform and Control Act, as amended; ● - The Americans with Disabilities Act of 1990, as amended; ● - The Age Discrimination in Employment Act of 1967, as amended; - The Older Workers Benefit Protection Act of 1990; - The Worker Adjustment and Retraining Notification Act, as amended; ● - The Occupational Safety and Health Act, as amended; ● - The Family and Medical Leave Act of 1993; ● All - Any wage payment and collection, equal pay and other similar laws, acts and statutes of the Commonwealth of Massachusetts; - Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All - Any public policy, contract, tort, or common lawslaw; and ● All allegations or - Any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s express rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company Employer or under COBRA; (ii) Employee’s rights under the Consolidated Omnibus Budget Reconciliation Act provisions of 1985, as amendedthe Employment Agreement which are intended to survive termination of employment; (iii) Employee’s rights under Article 7 as a stockholder; or Article 11 (v) any rights of the Severance Agreement, as the case may be; and (iv) Employee’s rights Executive to indemnification as a stockholder Director or Officer of the Company.
(B) For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the undersigned parties, except as expressly provided under paragraph (C) immediately below, the Company does hereby remise, release, acquit and forever discharge Employee of and from all actions, causes of action, contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions, understandings, agreements, promises, commitments, damages, responsibilities and any and all claims, demands, executions and liabilities of whatsoever kind, nature or description, oral or written, known or unknown, matured or unmatured, suspected or unsuspected at the present time, in law or in equity, including, without limitation, any claims which have heretofore arisen or which may arise out of or are or may be in any way or in any manner connected with or related to Employee’s acts performed for, on behalf and in the name of the Company, any actions taken by Employee in his capacity as an officer or director of the Company, or the Employee’s employment by the Company, which the Releasing Party ever had, now has or hereafter can, shall or may have against the Released Party, from the beginning of the world to the date hereof.
(C) Expressly excluded from the above release of all claims are any and all claims which result from any of the following upon final adjudication thereof by a court of competent jurisdiction after all appeal periods have lapsed or have been waived by the relevant party: (i) theft, embezzlement or forgery by Employee relating to the Company, its clients or former clients or its affiliated companies; (ii) gross negligence or actual or constructive fraud by Employee in the conduct of the Company’s business or in the conduct of the affairs of any client or former client of the Company; and (iii) breach of any duty owed by Employee under applicable law including, but not limited to, breach of any fiduciary duty or breach of any other legal duty by Employee in the conduct of the Company’s business as an officer or director of the Company, or in the conduct of the affairs of any client or former client of the Company.
(D) The parties recognize and agree that the Employee’s right to receive any bonus payment to which the Employee may be entitled under Section 8 of the Executive Employment Agreement, including any bonus-related portion of the Accrued Amount, can only be established after the review and calculations of the applicable fiscal year bonus entitlements are made by the Board of Directors (including any committee thereof). Once such calculations are made by the Board of Directors (including any committee thereof), the Employee’s right to receive any applicable bonus-related portion of the Accrued Amount shall be accrued and paid as promptly as practicable following a determination of the bonus by the Board of Directors (or any committee thereof) in the event the Employee is entitled to be paid such bonus under the provisions of Section 8(a)-(d) of the Executive Employment Agreement. Notwithstanding the foregoing, if the Employee is terminated by the Company without Cause, or by the Executive for Good Reason, the Board of Directors (including any committee thereof) shall use its best efforts to meet as promptly as practicable within 30 days following any notice of such termination by the Company without Cause, or by the Executive for Good Reason, in order to make a good faith determination of any bonus-related portion of the Accrued Amount and to pay such any bonus-related portion of the Accrued Amount (if earned) within 30 days of the determination by the Board of Directors (including any committee thereof).
Appears in 3 contracts
Samples: Executive Employment Agreement (Clinical Data Inc), Executive Employment Agreement (Clinical Data Inc), Executive Employment Agreement (Clinical Data Inc)
General Release of Claims. Employee knowingly and voluntarily releases and forever discharges the Company from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or unknown, against the Company, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● • The Age Discrimination in Employment Act of 1967, as amended; ● • The Older Workers Benefit Protection Act of 1990; ● • The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Worker Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Family and Medical Leave Act of 1993; ● • All other federal, state or local civil or human rights laws, whistleblower laws, or any other local, state or federal law, regulations and ordinances; ● • All public policy, contract, tort, or common laws; and ● • All allegations for costs, fees, and other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ 20 with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Employment Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Employment Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Company.
Appears in 2 contracts
Samples: Employment Agreement (Carmax Inc), Employment Agreement (Carmax Inc)
General Release of Claims. (A) The Employee knowingly and voluntarily releases and forever discharges the Company Employer from any and all actions, causes of action, contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions, understandings, agreements, promises, claims regarding stock, stock options or other forms of equity compensation, commitments, damages, fees and liabilities, responsibilities and any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, executions and liabilities of any kind whatsoeverwhatsoever kind, whether nature or description, oral or written, known or unknown, matured or unmatured, suspected or unsuspected at the present time, in law or in equity, whether known and unknown, against Employer, which the Company, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● - Title VII of the Civil Rights Act of 1964, as amended; ● - The Civil Rights Act of 1991; ● - Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● - The Employee Retirement Income Security Act of 1974, as amended; ● - The Immigration Reform and Control Act, as amended; ● - The Americans with Disabilities Act of 1990, as amended; ● - The Age Discrimination in Employment Act of 1967, as amended; - The Older Workers Benefit Protection Act of 1990; - The Worker Adjustment and Retraining Notification Act, as amended; ● - The Occupational Safety and Health Act, as amended; ● - The Family and Medical Leave Act of 1993; ● All - Any wage payment and collection, equal pay and other similar laws, acts and statutes of the Commonwealth of Massachusetts; - Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All - Any public policy, contract, tort, or common lawslaw; and ● All allegations or - Any allegation for costs, fees, and or other expenses including attorneys’ ' fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s 's express rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company Employer or under COBRA; (ii) Employee's rights under the Consolidated Omnibus Budget Reconciliation Act provisions of 1985, as amendedthe Employment Agreement which are intended to survive termination of employment; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s 's rights as a stockholder stockholder; or (v) any rights of the Executive to indemnification as a Director or Officer of the Company.
(B) For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the undersigned parties, except as expressly provided under paragraph (C) immediately below, the Company does hereby remise, release, acquit and forever discharge Employee of and from all actions, causes of action, contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions, understandings, agreements, promises, commitments, damages, responsibilities and any and all claims, demands, executions and liabilities of whatsoever kind, nature or description, oral or written, known or unknown, matured or unmatured, suspected or unsuspected at the present time, in law or in equity, including, without limitation, any claims which have heretofore arisen or which may arise out of or are or may be in any way or in any manner connected with or related to Employee's acts performed for, on behalf and in the name of the Company, any actions taken by Employee in his capacity as an officer or director of the Company, or the Employee's employment by the Company, which the Releasing Party ever had, now has or hereafter can, shall or may have against the Released Party, from the beginning of the world to the date hereof.
(C) Expressly excluded from the above release of all claims are any and all claims which result from any of the following upon final adjudication thereof by a court of competent jurisdiction after all appeal periods have lapsed or have been waived by the relevant party: (i) theft, embezzlement or forgery by Employee relating to the Company, its clients or former clients or its affiliated companies; (ii) gross negligence or actual or constructive fraud by Employee in the conduct of the Company's business or in the conduct of the affairs of any client or former client of the Company; and (iii) breach of any duty owed by Employee under applicable law including, but not limited to, breach of any fiduciary duty or breach of any other legal duty by Employee in the conduct of the Company's business as an officer or director of the Company, or in the conduct of the affairs of any client or former client of the Company.
(D) The parties recognize and agree that the Employee's right to receive any bonus payment to which the Employee may be entitled under Section 8 of the Executive Employment Agreement, including any bonus-related portion of the Accrued Amount, or the Pro Rata Bonus, can only be established after the review and calculations of the applicable fiscal year bonus entitlements are made by the Board of Directors (including any committee thereof). Once such calculations are made by the Board of Directors (including any committee thereof), the Employee's right to receive the Pro Rata Bonus (or any applicable bonus-related portion of the Accrued Amount) shall be accrued and paid as promptly as practicable following a determination of the bonus by the Board of Directors (or any committee thereof) in the event the Employee is entitled to be paid such bonus under the provisions of Section 8(a)-(d) of the Executive Employment Agreement. Notwithstanding the foregoing, if the Employee is terminated by the Company without Cause, or by the Executive for Good Reason, the Board of Directors (including any committee thereof) shall use its best efforts to meet as promptly as practicable within 30 days following any notice of such termination by the Company without Cause, or by the Executive for Good Reason, in order to make a good faith determination of the Pro Rata Bonus, and to pay such Pro Rata Bonus (if earned) within 30 days of the determination by the Board of Directors (including any committee thereof).
Appears in 2 contracts
Samples: Executive Employment Agreement (Clinical Data Inc), Executive Employment Agreement (Clinical Data Inc)
General Release of Claims. Employee (A) Executive and the Executive’s heirs, executors, administrators, successors and assigns (collectively referred to throughout this Agreement as “Employee”) knowingly and voluntarily releases release and forever discharges discharge the Company and its affiliates, subsidiaries, divisions, benefit plans, successors and assigns in such capacity, and the current, future and former employees, officers, directors, trustees and agents thereof (collectively referred to as “Employer”) from any and all actions, causes of action, contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions, understandings, agreements, promises, claims regarding stock, stock options or other forms of equity compensation, commitments, damages, fees and liabilities, responsibilities and any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, executions and liabilities of any kind whatsoeverwhatsoever kind, whether nature or description, oral or written, known or unknown, matured or unmatured, suspected or unsuspected at the present time, in law or in equity, whether known and unknown, against Employer, which the Company, that Employee has, has ever had or may have as of the date of Executive’s execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● - Title VII of the Civil Rights Act of 1964, as amended; ● - The Civil Rights Act of 1991; ● - Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● - The Employee Retirement Income Security Act of 1974, as amended; ● - The Immigration Reform and Control Act, as amended; ● - The Americans with Disabilities Act of 1990, as amended; ● - The Age Discrimination in Employment Act of 1967, as amended; - The Older Workers Benefit Protection Act of 1990; - The Worker Adjustment and Retraining Notification Act, as amended; ● - The Occupational Safety and Health Act, as amended; ● - The Family and Medical Leave Act of 1993; ● All - The Massachusetts Wage Act; - Massachusetts anti-discrimination laws, M.G.L Chapter 151B- Any wage payment and collection, equal pay and other similar laws, acts and statutes of the Commonwealth of Massachusetts or the United States; - Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All - Any public policy, contract, tort, or common lawslaw; and ● All allegations or - Any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s express rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company Employer or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedCOBRA; (iiiii) Employee’s rights under Article 7 or Article 11 the provisions of the Severance Agreement, as Employment Agreement which are intended to survive termination of employment; ; or (iii) any rights of the case may be; and (iv) Employee’s rights Executive to indemnification as a stockholder Director or Officer of the Company.
Appears in 2 contracts
Samples: Executive Employment Agreement (Eloxx Pharmaceuticals, Inc.), Executive Employment Agreement (Eloxx Pharmaceuticals, Inc.)
General Release of Claims. Employee knowingly and voluntarily releases and forever discharges the Company from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or unknown, against the Company, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● Title VII of the Civil Rights Act of 1964, as amended; ● The Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● The Employee Retirement Income Security Act of 1974, as amended; ● The Immigration Reform and Control Act, as amended; ● The Americans with Disabilities Act of 1990, as amended; ● The Worker Adjustment and Retraining Notification Act, as amended; ● The Occupational Safety and Health Act, as amended; ● The Family and Medical Leave Act of 1993; ● All other federal, state or local civil or human rights laws, whistleblower laws, or any other local, state or federal law, regulations and ordinances; ● All public policy, contract, tort, or common laws; and ● All allegations for costs, fees, and other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive Vice President was entitled immediately prior to __________ __, 20__ with regard to the ExecutiveVice President’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Company.
Appears in 2 contracts
Samples: Severance Agreement (Carmax Inc), Severance Agreement (Carmax Inc)
General Release of Claims. Employee Xx. Xxxxxxxx knowingly and voluntarily releases and forever discharges discharges, to the Company extent permitted by law, E-OIR, Xxxxxxxx, their parent corporation, affiliates, subsidiaries, divisions, insurers, successors and assigns and their current and former employees, officers, directors and agents thereof, individually and in their corporate capacities (collectively referred to throughout the remainder of this Agreement as "Released Parties"), of and from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, known and liabilities of any kind whatsoever, whether known or unknown, against the Companyasserted or unasserted, that Employee has, Xx. Xxxxxxxx has ever had or may have against the Released Parties as of the date of execution of this Agreement, except as noted in this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● Title VII of the Civil Rights Act of 1964, as amended; ● The Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● The Employee Xx. Xxxxxxxx Retirement Income Security Act of 1974, as amended; ● The Immigration Reform and Control Act, as amended; ● The Americans with Disabilities Act of 1990, as amended; ● The Worker Age Discrimination in Employment Act of 1967, as amended; The Workers Adjustment and Retraining Notification Act, as amended; ● The Xxxxxxxx-Xxxxx Act of 2002; The Occupational Safety and Health Act, as amended; ● The Family Virginia Human Rights Act, as amended; The Virginia Statutory Provisions Regarding Retaliation/Discrimination for Filing a Workers' Compensation Claim, as amended; The Virginia Equal Pay Act, as amended; The Virginians With Disabilities Act, as amended; The Virginia AIDS Testing Law, as amended; The Virginia Wage Payment and Medical Leave Act of 1993Hour Laws, as amended; ● All The Virginia Occupational Safety and Health (VOSH) Law, as amended; Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All Any public policy, contract, tort, or common lawslaw; and ● All allegations or Any allegation for costs, fees, and or other expenses including attorneys’ ' fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Company.
Appears in 2 contracts
Samples: Agreement and General Release (Technest Holdings Inc), Agreement and General Release (Markland Technologies Inc)
General Release of Claims. Employee (A) Executive and the Executive’s heirs, executors, administrators, successors and assigns (collectively referred to throughout this Agreement as “Employee”) knowingly and voluntarily releases release and forever discharges discharge the Company and its affiliates, subsidiaries, divisions, benefit plans, successors and assigns in such capacity, and the current, future and former employees, officers, directors, trustees and agents thereof (collectively referred to as “Employer”) from any and all actions, causes of action, contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions, understandings, agreements, promises, claims regarding stock, stock options or other forms of equity compensation, commitments, damages, fees and liabilities, responsibilities and any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, executions and liabilities of any kind whatsoeverwhatsoever kind, whether nature or description, oral or written, known or unknown, matured or unmatured, suspected or unsuspected at the present time, in law or in equity, whether known and unknown, against Employer, which the Company, that Employee has, has ever had or may have as of the date of Executive’s execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● - Title VII of the Civil Rights Act of 1964, as amended; ● - The Civil Rights Act of 1991; ● - Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● - The Employee Retirement Income Security Act of 1974, as amended; ● - The Immigration Reform and Control Act, as amended; ● - The Americans with Disabilities Act of 1990, as amended; ● - The Age Discrimination in Employment Act of 1967, as amended; - The Older Workers Benefit Protection Act of 1990; - The Worker Adjustment and Retraining Notification Act, as amended; ● - The Occupational Safety and Health Act, as amended; ● - The Family and Medical Leave Act of 1993; ● All - Any wage payment and collection, equal pay and other similar laws, acts and statutes of the State of Washington; - Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All - Any public policy, contract, tort, or common lawslaw; and ● All allegations or - Any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s express rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company Employer or under COBRA; (ii) Employee’s rights under the Consolidated Omnibus Budget Reconciliation Act provisions of 1985, as amendedthe Employment Agreement which are intended to survive termination of employment; (iii) Employee’s rights under Article 7 as a stockholder; or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s any rights of the Executive to indemnification as a stockholder Director or Officer of the Company.
Appears in 2 contracts
Samples: Executive Employment Agreement (Biozone Pharmaceuticals, Inc.), Executive Employment Agreement (Biozone Pharmaceuticals, Inc.)
General Release of Claims. Employee knowingly and voluntarily releases and forever discharges the Company from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or unknown, against the Company, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● • The Age Discrimination in Employment Act of 1967, as amended; ● • The Older Workers Benefit Protection Act of 1990; ● • The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Worker Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Family and Medical Leave Act of 1993; ● • All other federal, state or local civil or human rights laws, whistleblower laws, or any other local, state or federal law, regulations and ordinances; ● • All public policy, contract, tort, or common laws; and ● • All allegations for costs, fees, and other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive Senior Vice President was entitled immediately prior to __________ __, 20__ 20 with regard to the ExecutiveSenior Vice President’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Company.
Appears in 2 contracts
Samples: Severance Agreement (Carmax Inc), Severance Agreement (Carmax Inc)
General Release of Claims. Employee (A) Executive and the Executive’s heirs, executors, administrators, successors and assigns (collectively referred to throughout this Agreement as “Employee”) knowingly and voluntarily releases release and forever discharges discharge the Company and its affiliates, subsidiaries, divisions, benefit plans, successors and assigns in such capacity, and the current, future and former employees, officers, directors, trustees and agents thereof (collectively referred to as “Employer”) from any and all actions, causes of action, contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions, understandings, agreements, promises, claims regarding stock, stock options or other forms of equity compensation, commitments, damages, fees and liabilities, responsibilities and any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, executions and liabilities of any kind whatsoeverwhatsoever kind, whether nature or description, oral or written, known or unknown, matured or unrnatured, suspected or unsuspected at the present time, in law or in equity, whether known and unknown, against Employer, which the Company, that Employee has, has ever had or may have as of the date of Executive’s execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● - Title VII of the Civil Rights Act of 1964, as amended; ● - The Civil Rights Act of 1991; ● - Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● - The Employee Retirement Income Security Act of 1974, as amended; ● - The Immigration Reform and Control Act, as amended; ● - The Americans with Disabilities Act of 1990, as amended; ● - The Age Discrimination in Employment Act of 1967, as amended; - The Older Workers Benefit Protection Act of 1990; - The Worker Adjustment and Retraining Notification Act, as amended; ● - The Occupational Safety and Health Act, as amended; ● - The Family and Medical Leave Act of 1993; ● All - Any applicable wage act; - Any applicable anti-discrimination laws; - Any wage payment and collection, equal pay and other similar laws, acts and statutes; - Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All - Any public policy, contract, tort, or common lawslaw; and ● All allegations or - Any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s express rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company Employer or under COBRA; (ii) Employee’s rights under the Consolidated Omnibus Budget Reconciliation Act provisions of 1985, as amendedthe Employment Agreement which are intended to survive termination of employment; (iii) Employee’s rights under Article 7 as a stockholder; or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s any rights of the Executive to indemnification as a stockholder Director or Officer of the Company.
Appears in 2 contracts
Samples: Executive Employment Agreement (INX LTD), Executive Employment Agreement (INX LTD)
General Release of Claims. (A) The Employee knowingly and voluntarily releases and forever discharges the Company Employer from any and all actions, causes of action, contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions, understandings, agreements, promises, claims regarding stock, stock options or other forms of equity compensation, commitments, damages, fees and liabilities, responsibilities and any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, executions and liabilities of any kind whatsoeverwhatsoever kind, whether nature or description, oral or written, known or unknown, matured or unmatured, suspected or unsuspected at the present time, in law or in equity, whether known and unknown, against Employer, which the Company, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Age Discrimination in Employment Act of 1967, as amended; • The Older Workers Benefit Protection Act of 1990; • The Worker Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Family and Medical Leave Act of 1993; ● All • Any wage payment and collection, equal pay and other similar laws, acts and statutes of the Commonwealth of Massachusetts; • Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All • Any public policy, contract, tort, or common lawslaw; and ● All allegations or • Any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s express rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company Employer or under COBRA; (ii) Employee’s rights under the Consolidated Omnibus Budget Reconciliation Act provisions of 1985, as amendedthe Employment Agreement which are intended to survive termination of employment; (iii) Employee’s rights under Article 7 as a stockholder; or Article 11 (v) any rights of the Severance Agreement, as the case may be; and (iv) Employee’s rights Executive to indemnification as a stockholder Director or Officer of the Company.
(B) For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the undersigned parties, except as expressly provided under paragraph (C) immediately below, the Company does hereby remise, release, acquit and forever discharge Employee of and from all actions, causes of action, contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions, understandings, agreements, promises, commitments, damages, responsibilities and any and all claims, demands, executions and liabilities of whatsoever kind, nature or description, oral or written, known or unknown, matured or unmatured, suspected or unsuspected at the present time, in law or in equity, including, without limitation, any claims which have heretofore arisen or which may arise out of or are or may be in any way or in any manner connected with or related to Employee’s acts performed for, on behalf and in the name of the Company, any actions taken by Employee in his capacity as an officer or director of the Company, or the Employee’s employment by the Company, which the Releasing Party ever had, now has or hereafter can, shall or may have against the Released Party, from the beginning of the world to the date hereof.
(C) Expressly excluded from the above release of all claims are any and all claims which result from any of the following upon final adjudication thereof by a court of competent jurisdiction after all appeal periods have lapsed or have been waived by the relevant party: (i) theft, embezzlement or forgery by Employee relating to the Company, its clients or former clients or its affiliated companies; (ii) gross negligence or actual or constructive fraud by Employee in the conduct of the Company’s business or in the conduct of the affairs of any client or former client of the Company; and (iii) breach of any duty owed by Employee under applicable law including, but not limited to, breach of any fiduciary duty or breach of any other legal duty by Employee in the conduct of the Company’s business as an officer or director of the Company, or in the conduct of the affairs of any client or former client of the Company.
(D) The parties recognize and agree that the Employee’s right to receive any bonus payment to which the Employee may be entitled under Section 8 of the Executive Employment Agreement, including any bonus-related portion of the Accrued Amount, can only be established after the review and calculations of the applicable fiscal year bonus entitlements are made by the Board of Directors (including any committee thereof). Once such calculations are made by the Board of Directors (including any committee thereof), the Employee’s right to receive any applicable bonus-related portion of the Accrued Amount shall be accrued and paid as promptly as practicable following a determination of the bonus by the Board of Directors (or any committee thereof) in the event the Employee is entitled to be paid such bonus under the provisions of Section 8(a)-(d) of the Executive Employment Agreement. Notwithstanding the foregoing, if the Employee is terminated by the Company without Cause, or by the Executive for Good Reason, the Board of Directors (including any committee thereof) shall use its best efforts to meet as promptly as practicable within 30 days following any notice of such termination by the Company without Cause, or by the Executive for Good Reason, in order to make a good faith determination of any bonus-related portion of the Accrued Amount and to pay such any bonus-related portion of the Accrued Amount (if earned) within 30 days of the determination by the Board of Directors (including any committee thereof).
Appears in 2 contracts
Samples: Executive Employment Agreement (Clinical Data Inc), Executive Employment Agreement (Clinical Data Inc)
General Release of Claims. Employee (A) Executive and the Executive’s heirs, executors, administrators, successors and assigns (collectively referred to throughout this Agreement as “Employee”) knowingly and voluntarily releases release and forever discharges discharge the Company and its affiliates, subsidiaries, divisions, benefit plans, successors and assigns in such capacity, and the current, future and former employees, officers, directors, trustees and agents thereof (collectively referred to as “Employer”) from any and all actions, causes of action, contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions, understandings, agreements, promises, claims regarding stock, stock options or other forms of equity compensation, commitments, damages, fees and liabilities, responsibilities and any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, executions and liabilities of any kind whatsoeverwhatsoever kind, whether nature or description, oral or written, known or unknown, matured or unmatured, suspected or unsuspected at the present time, in law or in equity, whether known and unknown, against Employer, which the Company, that Employee has, has ever had or may have as of the date of Executive’s execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Age Discrimination in Employment Act of 1967, as amended; • The Older Workers Benefit Protection Act of 1990; • The Worker Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Family and Medical Leave Act of 1993; ● All • The Massachusetts Wage Act; • Massachusetts anti-discrimination laws, M.G.L Chapter 151B- Any wage payment and collection, equal pay and other similar laws, acts and statutes of the Commonwealth of Massachusetts or the United States; • Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All • Any public policy, contract, tort, or common lawslaw; and ● All allegations or • Any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s express rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company Employer or under COBRA; (ii) Employee’s rights under the Consolidated Omnibus Budget Reconciliation Act provisions of 1985, as amendedthe Employment Agreement which are intended to survive termination of employment; or (iii) Employee’s rights under Article 7 as a stockholder; or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s any rights of the Executive to indemnification as a stockholder Director or Officer of the Company.
Appears in 2 contracts
Samples: Executive Employment Agreement, Executive Employment Agreement (Eloxx Pharmaceuticals, Inc.)
General Release of Claims. Employee (A) Executive and the Executive’s heirs, executors, administrators, successors and assigns (collectively referred to throughout this Agreement as “Executive”) knowingly and voluntarily releases release and forever discharges discharge the Company and its affiliates, subsidiaries, divisions, benefit plans, successors and assigns in such capacity, and the current, future and former employees, officers, directors, trustees and agents thereof (collectively referred to as “the Company”) from any and all actions, causes of action, contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions, understandings, agreements, promises, claims regarding stock, stock options or other forms of equity compensation, commitments, damages, fees and liabilities, responsibilities and any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, executions and liabilities of any kind whatsoeverwhatsoever kind, nature or description, oral or written, known or unknown, matured or unmatured, suspected or unsuspected at the present time, in law or in equity, whether known or and unknown, against the Company, that Employee which the Executive has, has ever had or may have as of the date of Executive’s execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● - Title VII of the Civil Rights Act of 1964, as amended; ● - The Civil Rights Act of 1991; ● - Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● - The Employee Retirement Income Security Act of 1974, as amended; ● - The Immigration Reform and Control Act, as amended; ● - The Americans with Disabilities Act of 1990, as amended; ● - The Age Discrimination in Employment Act of 1967, as amended; - The Older Workers Benefit Protection Act of 1990; - The Worker Adjustment and Retraining Notification Act, as amended; ● - The Occupational Safety and Health Act, as amended; ● - The Family and Medical Leave Act of 1993; ● All - Any applicable wage act; - Any applicable anti-discrimination laws; - Any wage payment and collection, equal pay and other similar laws, acts and statutes ; - Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All - Any public policy, contract, tort, or common lawslaw; and ● All allegations or - Any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the this Agreement and General Release do not apply areto: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s express rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under COBRA; (ii) Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act provisions of 1985, as amendedthe Employment Agreement which are intended to survive termination of employment; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) EmployeeExecutive’s rights as a stockholder (if Executive is a stockholder); or (iv) any rights of the Executive to indemnification as a Director or Officer of the Company.
Appears in 2 contracts
Samples: Executive Employment Agreement (INX LTD), Executive Employment Agreement (INX LTD)
General Release of Claims. For and in consideration of the payments and other benefits described in the Employment Agreement dated as of , 2005 (the “Agreement”) by and among Aegerion Pharmaceuticals, Inc. (the “Company”), and (the “Employee”) and for other good and valuable consideration, the Employee knowingly and voluntarily hereby releases and forever discharges the Company and its respective divisions, operating companies, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, officers, directors, trustees, employees, agents, shareholders, administrators, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released Parties”) from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities claims of any kind whatsoeverarising out of or related to the Employee’s employment with the Company, the Employee’s separation from employment with the Company or derivative of the Employee’s employment, which the Employee now has or may have against the Released Parties, whether known or unknownunknown to the Employee, against the Company, that Employee has, has ever had by reason of facts which have occurred on or may have as of prior to the date that the Employee has signed this General Release of execution of this Agreement and General Releaseclaims. Such released claims include, including, but not limited towithout limitation, any alleged violation of: ● The of the Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended, the Older Worker Benefits Protection Act; ● Title VII of the Civil Rights Act of 1964, as amended; ● The Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● The the Civil Rights Act of 1991; the Equal Pay Act; the Americans with Disabilities Act; the Rehabilitation Act; the Family and Medical Leave Act; the Fair Labor Standards Act; the Employee Retirement Income Security Act of 1974, 1974 as amended; ● The Immigration Reform and Control Act, as amended; ● The Americans with Disabilities Act of 1990, as amended; ● The the Worker Adjustment and Retraining Notification Act, as amended; ● The the National Labor Relations Act; the Fair Credit Reporting Act; the Occupational Safety and Health Act, as amended; ● The Family the Uniformed Services Employment and Medical Leave Reemployment Act; the Employee Polygraph Protection Act; the Immigration Reform Control Act; the retaliation provisions of the Xxxxxxxx-Xxxxx Act of 19932002; ● All the Federal False Claims Act; the New Jersey Law Against Discrimination; the New Jersey Domestic Partnership Act; the New Jersey Conscientious Employee Protection Act; the New Jersey Family Leave Act; the New Jersey Wage and Hour Law; the New Jersey Equal Pay Law; the New Jersey Occupational Safety and Health Law; the New Jersey Smokers’ Rights Law; the New Jersey Workers’ Compensation Law (and including any and all amendments to the above) and/or any other alleged violation of any federal, state or local civil law, regulation or human rights lawsordinance, whistleblower laws, and/or contract or any other localalleged violation of any federal, state or federal local law, regulations regulation or ordinance, and/or contract or implied contract or tort law or public policy or whistleblower claim, having any bearing whatsoever on the Employee’s employment by and ordinances; ● All public policythe termination of the Employee’s employment with the Company, contractincluding, tortbut not limited to, any claim for wrongful discharge, back pay, vacation pay, sick pay, wage, commission or common laws; and ● All allegations for bonus payment, money or equitable relief or damages of any kind, attorneys’ fees, costs, feesand/or future wage loss. It is understood that this General Release of Claims is not intended to and does not affect or release any future rights or any claims arising after the date hereof. The Employee understands that the consideration provided to him under the terms of the Agreement or otherwise does not constitute any admission by the Company that it has violated any law or legal obligation. The Employee agrees, to the fullest extent permitted by law, that he will not commence, maintain, prosecute or participate in any action or proceeding of any kind against the Company based on any of the claims waived herein occurring up to and including the date of his signature. The Employee represents and warrants that he has not done so as of the effective date of this General Release of Claims. Notwithstanding the foregoing agreement, representation and warranty, if the Employee violates any of the provisions of this paragraph, the Employee agrees to indemnify and hold harmless the Company from and against any and all costs, attorneys’ fees and other expenses authorized by law which result from, or are incident to, such violation. This paragraph is not intended to preclude the Employee from (1) enforcing the terms of the Agreement; (2) challenging the knowing and voluntary nature of this General Release of Claims; or (3) filing a charge or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission. The Employee further agrees to waive his right to any monetary or equitable recovery should any federal, state or local administrative agency pursue any claims on his behalf arising out of or related to his employment with and/or separation from employment with the company and promises not to seek or accept any award, settlement or other monetary or equitable relief from any source or proceeding brought by any person or governmental entity or agency on his behalf or on behalf of any class of which he is a member with respect to any of the claims he has waived. The Employee acknowledges and agrees that the Employee has read this General Release of Claims carefully, and acknowledges that he has been given at least twenty one (21) days from the date of receipt of this General Release of Claims to consider all of its terms and has been advised to consult with any attorney and any other advisors of the Employee’s choice prior to executing this General Release of Claims. The Employee fully understands that, by signing below, the Employee is voluntarily giving up any right which the Employee may have to xxx or bring any other claims against the Released Parties, including attorneys’ fees incurred any rights and claims under the Age Discrimination in these mattersEmployment Act. Notwithstanding anything herein The terms of this General Release of Claims shall not become effective or enforceable until eight (8) days following the date of its execution by the Employee, during which time the Employee may revoke the Agreement. The Employee may revoke the Agreement by notifying the company in writing (to the contraryattention of the Executive chairman with a copy to the Vice President of Legal Affairs). For the Employee’s revocation to be effective, written notice must be received by the Company no later than the close of business on the eighth (8th) day after the Employee signs this General Release of Claims. The terms of this offer to provide the payments and other benefits described in Section 7(a) of the Agreement, will expire if not accepted during the twenty one (21) day review period. The Employee agrees to keep confidential all information contained in this General Release of Claims and relating to this General Release of Claims, except (1) to the extent the Company consents in writing to such disclosure; (2) if the Employee is required by process of law to make such disclosure and the Employee promptly notifies the Company of his receipt of such process; or (3) because the Employee must disclose certain terms on a confidential basis to his financial consultant, attorney or spouse. This General Release of Claims shall be construed and enforced in accordance with, and governed by, the sole matters laws of the State of New Jersey, without regard to which the Agreement and principles of conflict of laws. If any clause of this General Release do of Claims should ever be determined to be unenforceable, it is agreed that this will not apply are: (i) Employee’s affect the enforceability of any other clause or the remainder of this General Release of Claims. This General Release of Claims is final and binding and may not be changed or modified except as set forth herein or in a writing signed by both parties. The parties have executed this General Release of Claims with full knowledge of any and all rights they may have, and they hereby assume the risk of indemnification and directors and officers liability insurance coverage to which any mistake in fact in connection wit the Executive was entitled immediately prior to __________ __true facts involved, 20__ or with regard to the Executive’s service any facts which are now unknown to them. This CONFIDENTIALITY AGREEMENT (this “Agreement”), effective as an officer and director of the Company date set forth last below, is made by and between the undersigned counter party (including“Recipient”) and Aegerion Pharmaceuticals, without limitation, under Article 15 Inc. (“Aegerion”). In consideration of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any mutual agreements and other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act provisions of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance this Agreement, the parties hereto agree as the case may be; and (iv) Employee’s rights as a stockholder of the Company.follows:
Appears in 2 contracts
Samples: Employment Agreement (Aegerion Pharmaceuticals, Inc.), Employment Agreement (Aegerion Pharmaceuticals, Inc.)
General Release of Claims. Employee knowingly and voluntarily releases and forever discharges discharges, to the Company full extent permitted by law, in all countries, including but not limited to the U.S., U.K. and Germany, the Employer, its parent corporation, affiliates, subsidiaries, divisions, predecessors, successors and assigns and the current and former employees, officers, directors and agents thereof (collectively referred to throughout the remainder of this Agreement as “Employer”), of and from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, known and liabilities of any kind whatsoever, whether known or unknown, against the Companyasserted and unasserted, that Employee has, has ever had or may have against Employer as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Worker Age Discrimination in Employment Act of 1967, as amended; • The Workers Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Family and Medical Leave Xxxxxxxx-Xxxxx Act of 19932002; ● All • The Texas Civil Rights Act, as amended; • The Texas Minimum Wage Law, as amended; • Equal Pay Law for Texas, as amended; • Any other federal, state or local civil or human rights laws, whistleblower lawslaw, or any other local, state or federal law, regulations regulation or ordinance; or any law, regulation or ordinance of a foreign country, including but not limited to the Federal Republic of Germany and ordinances; ● All the United Kingdom. • Any public policy, contract, tort, or common laws; law. • The employment, labor and ● All allegations benefits laws and regulations in all countries in addition to the U.S. including but not limited to the U.K. and Germany. • Any claim for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Company.
Appears in 2 contracts
Samples: Agreement and General Release (Celanese CORP), Agreement and General Release (Celanese CORP)
General Release of Claims. Employee (A) Executive and the Executive’s heirs, executors, administrators, successors and assigns (collectively referred to throughout this Agreement as “Employee”) knowingly and voluntarily releases release and forever discharges discharge the Company and its affiliates, subsidiaries, divisions, benefit plans, successors and assigns in such capacity, and the current, future and former employees, officers, directors, trustees and agents thereof (collectively referred to as “Employer”) from any and all actions, causes of action, contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions, understandings, agreements, promises, claims regarding stock, stock options or other forms of equity compensation, commitments, damages, fees and liabilities, responsibilities and any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, executions and liabilities of any kind whatsoeverwhatsoever kind, whether nature or description, oral or written, known or unknown, matured or unmatured, suspected or unsuspected at the present time, in law or in equity, whether known and unknown, against Employer, which the Company, that Employee has, has ever had or may have as of the date of Executive’s execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● - Title VII of the Civil Rights Act of 1964, as amended; ● - The Civil Rights Act of 1991; ● - Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● - The Employee Retirement Income Security Act of 1974, as amended; ● - The Immigration Reform and Control Act, as amended; ● - The Americans with Disabilities Act of 1990, as amended; ● - The Age Discrimination in Employment Act of 1967, as amended; - The Older Workers Benefit Protection Act of 1990; - The Worker Adjustment and Retraining Notification Act, as amended; ● - The Occupational Safety and Health Act, as amended; ● - The Family and Medical Leave Act of 1993; ● All - Any applicable wage act; - Any applicable anti-discrimination laws; - Any wage payment and collection, equal pay and other similar laws, acts and statutes ; - Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All - Any public policy, contract, tort, or common lawslaw; and ● All allegations or - Any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s express rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company Employer or under COBRA; (ii) Employee’s rights under the Consolidated Omnibus Budget Reconciliation Act provisions of 1985, as amendedthe Employment Agreement which are intended to survive termination of employment; (iii) Employee’s rights under Article 7 as a stockholder; or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s any rights of the Executive to indemnification as a stockholder Director or Officer of the Company.
Appears in 2 contracts
Samples: Consultancy and Employment Agreement (INX LTD), Consultancy and Employment Agreement (INX LTD)
General Release of Claims. (A) The Employee knowingly and voluntarily releases and forever discharges the Company Employer from any and all actions, causes of action, contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions, understandings, agreements, promises, claims regarding stock, stock options or other forms of equity compensation, commitments, damages, fees and liabilities, responsibilities and any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, executions and liabilities of any kind whatsoeverwhatsoever kind, whether nature or description, oral or written, known or unknown, matured or unmatured, suspected or unsuspected at the present time, in law or in equity, whether known and unknown, against Employer, which the Company, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● – Title VII of the Civil Rights Act of 1964, as amended; ● – The Civil Rights Act of 1991; ● – Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● – The Employee Retirement Income Security Act of 1974, as amended; ● – The Immigration Reform and Control Act, as amended; ● – The Americans with Disabilities Act of 1990, as amended; ● – The Age Discrimination in Employment Act of 1967, as amended; – The Older Workers Benefit Protection Act of 1990; – The Worker Adjustment and Retraining Notification Act, as amended; ● – The Occupational Safety and Health Act, as amended; ● – The Family and Medical Leave Act of 1993; ● All – Any wage payment and collection, equal pay and other similar laws, acts and statutes of the Commonwealth of Massachusetts; – Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All – Any public policy, contract, tort, or common lawslaw; and ● All allegations or – Any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s express rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company Employer or under COBRA; (ii) Employee’s rights under the Consolidated Omnibus Budget Reconciliation Act provisions of 1985, as amendedthe Employment Agreement which are intended to survive termination of employment; (iii) Employee’s rights under Article 7 as a stockholder; or Article 11 (v) any rights of the Severance Agreement, as the case may be; and (iv) Employee’s rights Executive to indemnification as a stockholder Director or Officer of the Company.
(B) For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the undersigned parties, except as expressly provided under paragraph (C) immediately below, the Company does hereby remise, release, acquit and forever discharge Employee of and from all actions, causes of action, contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions, understandings, agreements, promises, commitments, damages, responsibilities and any and all claims, demands, executions and liabilities of whatsoever kind, nature or description, oral or written, known or unknown, matured or unmatured, suspected or unsuspected at the present time, in law or in equity, including, without limitation, any claims which have heretofore arisen or which may arise out of or are or may be in any way or in any manner connected with or related to Employee’s acts performed for, on behalf and in the name of the Company, any actions taken by Employee in her capacity as an officer of the Company, or the Employee’s employment by the Company, which the Releasing Party ever had, now has or hereafter can, shall or may have against the Released Party, from the beginning of the world to the date hereof.
(C) Expressly excluded from the above release of all claims are any and all claims which result from any of the following upon final adjudication thereof by a court of competent jurisdiction after all appeal periods have lapsed or have been waived by the relevant party: (i) theft, embezzlement or forgery by Employee relating to the Company, its clients or former clients or its affiliated companies; (ii) gross negligence or actual or constructive fraud by Employee in the conduct of the Company’s business or in the conduct of the affairs of any client or former client of the Company; and (iii) breach of any duty owed by Employee under applicable law including, but not limited to, breach of any fiduciary duty or breach of any other legal duty by Employee in the conduct of the Company’s business as an officer of the Company, or in the conduct of the affairs of any client or former client of the Company.
(D) The parties recognize and agree that the Employee’s right to receive any bonus payment to which the Employee may be entitled under Section 8 of the Executive Employment Agreement, including any bonus-related portion of the Accrued Amount, or the Pro Rata Bonus, can only be established after the review and calculations of the applicable fiscal year bonus entitlements are made by the Board of Directors (including any committee thereof). Once such calculations are made by the Board of Directors (including any committee thereof), the Employee’s right to receive the Pro Rata Bonus (or any applicable bonus-related portion of the Accrued Amount) shall be accrued and paid as promptly as practicable following a determination of the bonus by the Board of Directors (or any committee thereof) in the event the Employee is entitled to be paid such bonus under the provisions of Section 8(a)-(d) of the Executive Employment Agreement. Notwithstanding the foregoing, if the Employee is terminated by the Company without Cause, or by the Executive for Good Reason, the Board of Directors (including any committee thereof) shall use its best efforts to meet as promptly as practicable within 30 days following any notice of such termination by the Company without Cause, or by the Executive for Good Reason, in order to make a good faith determination of the Pro Rata Bonus, and to pay such Pro Rata Bonus (if earned) within 30 days of the determination by the Board of Directors (including any committee thereof).
Appears in 2 contracts
Samples: Executive Employment Agreement (Clinical Data Inc), Executive Employment Agreement (Clinical Data Inc)
General Release of Claims. Employee knowingly and voluntarily releases and forever discharges the Company Employer from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or and unknown, against the CompanyEmployer, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● — The National Labor Relations Act, as amended; ● — Title VII of the Civil Rights Act of 1964, as amended; ● — The Civil Rights Act of 1991; ● — Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● — The Employee Retirement Income Security Act of 1974, as amended; ● — The Immigration Reform and Control Act, as amended; ● — The Americans with Disabilities Act of 1990, as amended; ● — The Age Discrimination in Employment Act of 1967, as amended; — The Older Workers Benefit Protection Act of 1990; — The Worker Adjustment and Retraining Notification Act, as amended; ● — The Occupational Safety and Health Act, as amended; ● — The Family and Medical Leave Act of 1993; ● All — The STATE Civil Rights Act, as amended; — The STATE Minimum Wage Law, as amended; — Equal Pay Law for STATE, as amended; — Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All — Any public policy, contract, tort, or common lawslaw; and ● All allegations or — Any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) the Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive he was entitled immediately prior to __________ __, 20__ DATE with regard to the Executive’s his service as an officer and director of the Company Employer (including, without limitation, under Article 15 Sections 13 and 14 of the Severance Employment Agreement); (ii) the Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company Employer or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedCOBRA; (iii) the Employee’s rights under Article 7 or Article 11 the provisions of the Severance Agreement, as the case may beEmployment Agreement which are intended to survive termination of employment; and or (iv) the Employee’s rights as a stockholder of the Companystockholder.
Appears in 2 contracts
Samples: Executive Employment Agreement (Tyco Healthcare Ltd.), Executive Employment Agreement (Tyco International LTD /Ber/)
General Release of Claims. Employee The Releasing Party knowingly and voluntarily releases and forever discharges the Company Business Parties from any and all claims, rights, causes of actionactions, demands, fees costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or and unknown, against the CompanyBusiness Parties, that Employee the Releasing Party has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited towithout limitation, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The • the National Labor Relations Act, as amended; ● • the Civil Rights Act of 1866, as amended, Title VII of the Civil Rights Act of 1964, as amended; ● The , and the Civil Rights Act of 1991, as amended; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● The • the Employee Retirement Income Security Act of 1974, as amended; ● The • the Immigration Reform and Control Act, as amended; ● The • the Americans with Disabilities Act of 1990, as amended; ● The • the Age Discrimination in Employment Act of 1967, as amended; • the Older Workers Benefit Protection Act of 1990; • the Worker Adjustment and Retraining Notification Act, as amended; ● The • the Occupational Safety and Health Act, as amended; ● The • the Family and Medical Leave Act of 1993; ● All • the Iowa Civil Rights Act of 1965 (Iowa Code Chapter 216), as amended; • the Iowa Wage Payment Collection Law (Iowa Code Chapter 91A), as amended; • the laws of the State of Iowa concerning wages, employment and discharge or any other law, rule, regulation or ordinance pertaining to employment, terms and conditions of employment, or termination of employment; • any other federal, state or local civil or human rights laws, whistleblower laws, laws or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All • any public policy, contract, tort, or common lawslaw; and ● All allegations or • any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein No reference to the contraryaforementioned causes of action or claims is intended to limit the scope of this Agreement and General Release. Notwithstanding the above, the sole matters to which the Agreement and General Release do not apply are: (i) Employeethe Executive’s rights of indemnification and directors and officers liability insurance coverage pursuant to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director Section 4(i) of the Company (including, without limitation, under Article 15 of the Severance Agreement)Employment Agreement or otherwise; (ii) Employeethe Executive’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedCOBRA; (iii) Employeethe Executive’s rights under Article 7 or Article 11 the provisions of the Severance Agreement, as the case may beEmployment Agreement which are intended to survive termination of employment; and or (iv) Employeethe Executive’s rights as a stockholder of the Companystockholder.
Appears in 2 contracts
Samples: Employment Agreement (Renewable Energy Group, Inc.), Employment Agreement (Renewable Energy Group, Inc.)
General Release of Claims. Employee knowingly and voluntarily releases and forever discharges Employer, its parent corporation, affiliates, subsidiaries, divisions, successors and assigns and the Company current and former employees, attorneys, officers, directors and agents thereof (collectively referred to throughout the remainder of this Agreement as “Employer”), of and from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, known and liabilities of any kind whatsoever, whether known or unknown, against which the Company, that Employee has, has ever had or may have against Employer as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● · Title VII of the Civil Rights Act of 1964, as amended; ● · The Civil Rights Act of 1991; ● · Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● · The Employee Retirement Income Security Act of 1974, as amended; ● · The Immigration Reform and Control Act, as amended; ● · The Americans with Disabilities Act of 1990, as amended; ● · The Worker Age Discrimination in Employment Act of 1967, as amended; · The Workers Adjustment and Retraining Notification Act, as amended; ● · The Occupational Safety and Health Act, as amended; ● · The Family California Fair Employment and Medical Leave Act of 1993Housing Act, as amended; ● All · The California Labor Code; · California Equal Pay Law, as amended; · Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All · Any claim based on violation of public policy, breach of contract, tort, or any other common lawslaw claim; and ● All allegations or · Any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Company.
Appears in 2 contracts
Samples: General Release Agreement (Theravance Inc), General Release Agreement (Theravance Inc)
General Release of Claims. Employee knowingly and voluntarily releases and forever discharges the Company from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or unknown, against the Company, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● • The Age Discrimination in Employment Act of 1967, as amended; ● • The Older Workers Benefit Protection Act of 1990; ● • The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Worker Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Family and Medical Leave Act of 1993; ● • All other federal, state or local civil or human rights laws, whistleblower laws, or any other local, state or federal law, regulations and ordinances; ● • All public policy, contract, tort, or common laws; and ● • All allegations for costs, fees, and other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ 20 with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Company.
Appears in 2 contracts
Samples: Severance Agreement (Carmax Inc), Severance Agreement (Carmax Inc)
General Release of Claims. Employee knowingly In exchange for the payments and voluntarily releases benefits set forth herein and forever discharges other good and valuable consideration, you fully release and discharge the Company Company, Foundation Technology Worldwide LLC, Manta Holdings, L.P., f/k/a TPG VII Manta Holdings, L.P., McAfee, LLC and Intel Corporation, and each of their respective predecessors and successors, and the respective present and former directors, managers, officers, shareholders, employees, investors, agents, parents, benefit plans, equity compensation plans, trustees, subsidiaries, affiliates, assigns of all of the foregoing (collectively, the “Releasees”), from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities claims of any kind whatsoever, whether known or unknown, against which arose on or before the CompanyEffective Date, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, including but not limited toto any claim related to your employment with the Company and termination thereof, any alleged violation of: ● except those claims that the law does not permit you to waive. The claims you hereby waive include, without limitation, all common law contract, tort, or other claims you might have, as well as all claims you might have under the Civil Rights Act of 1964 (including Title VII of that Act), the Equal Pay Act of 1963, the Age Discrimination in Employment Act of 1967, as amended; ● The the Older Workers Benefit Benefits Protection Act of 1990; ● The National Labor Relations Act(OWBPA), as amended; ● Title VII of the Civil Rights Americans with Disabilities Act of 19641990 (ADA), as amended; ● The Civil Rights the Family and Medical Leave Act of 1991; ● Sections 1981 through 1988 of Title 42 of 1993 (FMLA), the United States CodeWorker Adjustment and Retraining Notification Act (WARN), as amended; ● The the Employee Retirement Income Security Act of 19741974 (ERISA), as amended; ● The Immigration Reform and Control the National Labor Relations Act (NLRA), all of their amendments, the Xxxxxxxx-Xxxxx Act, as amended; ● The Americans with Disabilities Act of 1990or under any applicable state or local laws or ordinances or any other legal restrictions on the Company’s rights, as amended; ● The Worker Adjustment and Retraining Notification including the Texas Commission on Human Rights Act, as amended; ● The Occupational Safety the Texas Workforce Commission, and Health Act, as amended; ● The Family any and Medical Leave Act of 1993; ● All all other federal, state or and local civil or human rights laws, whistleblower lawsany claims arising out of or relating to the tax treatment of any of the payments you receive pursuant to Section 1 hereof, or any other local, state or federal law, regulations and ordinances; ● All public policy, contract, tort, or common laws; and ● All allegations claims for costs, fees, and other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contraryand costs, the sole matters to which Equity Agreements, the Agreement Plans, the Letter Agreement, and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits arising under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; agreements between you and (iv) Employee’s rights as a stockholder of the Companyany Releasee.
Appears in 1 contract
Samples: Separation Agreement (McAfee Corp.)
General Release of Claims. Employee knowingly and voluntarily releases and forever discharges discharges, to the Company full extent permitted by law, Employer, its parent corporation, affiliates, subsidiaries, divisions, predecessors, successors and assigns and the current and former employees, officers, directors and agents thereof (collectively referred to throughout the remainder of this Agreement as “Employer”), of and from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, known and liabilities of any kind whatsoever, whether known or unknown, against the Companyasserted and unasserted, that Employee has, has ever had or may have against Employer as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Worker Age Discrimination in Employment Act of 1967, as amended; • The Workers Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Sxxxxxxx-Xxxxx Act of 2002; • The Texas Civil Rights Act, as amended; • The Texas Minimum Wage Law, as amended; • Equal Pay Law for Texas, as amended; • The New Jersey Law Against Discrimination • The New Jersey Family and Medical Leave Act of 1993; ● All • The New Jersey Conscientious Employee Protection Act • The New Jersey Wage Payment Law • The New Jersey Wage and Hour Law • Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All • Any public policy, contract, tort, or common lawslaw; and ● All allegations or • Any claim for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Company.
Appears in 1 contract
General Release of Claims. Employee knowingly and voluntarily releases and forever discharges the Company from any and all claims, rights, causes of action, demands, fees damages, fees, costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or unknown, against the Company, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● Title VII of the Civil Rights Act of 1964, as amended; ● The Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● The Employee Retirement Income Security Act of 1974, as amended; ● The Immigration Reform and Control Act, as amended; ● The Americans with Disabilities Act of 1990, as amended; ● The Worker Adjustment and Retraining Notification Act, as amended; ● The Occupational Safety and Health Act, as amended; ● The Family and Medical Leave Act of 1993; ● All other federal, state or local civil or human rights laws, whistleblower laws, or any other local, state or federal law, regulations and ordinances; ● All public policy, contract, tort, or common laws; and ● All allegations for costs, fees, and other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Company.
Appears in 1 contract
Samples: Severance Agreement (Carmax Inc)
General Release of Claims. Employee Xx. Xxxxxx (her heirs, executors, administrators, successors, and assigns (collectively referred to throughout this Agreement as “Employee”) knowingly and voluntarily releases and forever discharges Kimco, its owners, affiliates, subsidiaries, divisions, insurers, attorneys, successors and assigns and the Company current and former employees, officers, directors and agents thereof (collectively referred to throughout the remainder of this Agreement as “Employer”), of and from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or and unknown, against the Company, that Employee has, has ever had or may have against Employer as of the date of execution of this Agreement and General ReleaseAgreement, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● · Title VII of the Civil Rights Act of 1964, as amended; ● · The National Labor Relations Act; · The Civil Rights Act of 1991; ● · Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● · The Employee Retirement Income Security Act of 1974, as amended; ● · The Immigration Reform and Control Act, as amended; ● · The Xxxxxxxx-Xxxxx Act of 2002; · The Americans with Disabilities Act of 1990, as amended; ● · The Worker Equal Pay Act; · The Family and Medical Leave Act; · The Age Discrimination in Employment Act of 1967; · The Workers Adjustment and Retraining Notification Act, as amended; ● · The Occupational Safety and Health Act, as amended; ● · The Family Fair Credit Reporting Act; · The New York State Executive Law (including its Human Rights Law); · The New York State Labor Law; · The New York wage and Medical wage–hour laws; · The New York City Administrative Code (including its Human Rights Law); · The North Carolina Equal Employment Practices Act; · The North Carolina Parental Leave Act of 1993for School Involvement; ● All · The North Carolina Smokers’ Rights Law; · The North Carolina Persons With Disabilities Protection Act; · The North Carolina Communicable Disease Law; · The North Carolina Genetic Testing Law; · The North Carolina Retaliatory Employment Discrimination Law; · The North Carolina Occupational Safety and Health Act; · The North Carolina wage and wage–hour laws; · Any other federal, state or local civil civil, human rights, bias, whistleblower, discrimination, retaliation, compensation, employment, labor or human rights laws, whistleblower laws, or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All · Any amendments to the foregoing laws; · Any benefit, payroll or other plan, policy or program; · Any public policy, contract, tortthird-party beneficiary, tort or common lawslaw claim; and ● All allegations or, · Any claim for costs, fees, and or other expenses including attorneys’ fees incurred in these mattersfees. Notwithstanding anything herein If any claim is not subject to release, to the contraryextent permitted by law, the sole matters Employee waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as Employer is a stockholder of the Companyparty.
Appears in 1 contract
General Release of Claims. Employee knowingly In exchange for the promises contained in this Agreement, you, individually and voluntarily releases on behalf of your respective heirs, executors, beneficiaries, representatives, administrators, successors and forever discharges the Company assigns, hereby fully, forever, irrevocably, and unconditionally release, remise, and discharge Xxxxx Xxxxxx, Xxxxx Xxxxxx’s employee benefit and compensation plans, programs or arrangements, welfare benefit and pension benefit plans and plan administrators, predecessors, successors, and assigns, and any and all of its or their past, present and future directors, officers, shareholders, agents, employees, trustees, fiduciaries, representatives, insurers, and assigns (whether acting as agents for State Street or in their individual capacity) (individually and collectively referred to as “Releasees”) from and with respect to any and all claims, rightsdemands, charges, liabilities, damages, actions, causes of actionaction and suits of every type whatsoever, demandsin law or at equity (collectively, fees costs, expenses“Claims”), including attorneys’ feeswithout limitation Claims related to or arising out of your employment or its termination, and liabilities of any kind whatsoever, whether known or unknown, against the Company, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, including but not limited to: Xxxxxx Transition and Separation Agreement 8
(a) all Claims under any local, state or federal discrimination, fair employment practices and other employment-related statute, regulation or executive order (as they may have been amended) prohibiting discrimination, harassment or retaliation based upon any alleged violation of: ● The protected status including, without limitation, race, ethnicity, national origin, age, gender, pregnancy, marital status, disability, veteran status and sexual orientation. Without limitation, specifically included in this paragraph are any Claims arising under the Age Discrimination in Employment Act of 1967Act, as amended; ● The the Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● Title VII of the Civil Rights Act of 1964, as amended; ● The the Civil Rights Act of 1991; ● Sections 1981 through 1988 , the Americans with Disabilities Act, the Rehabilitation Act of Title 42 1973, Section 806 of the United States CodeCorporate Fraud Accountability Act of 2002, the Equal Pay Act, the Vietnam Era Veterans' Readjustment Assistance Act of 1974, Executive Orders 11246 and 11141, and, to the fullest extent enforceable under applicable law, all similar federal, state or local statutes, regulations and orders; (b) all Claims under any other local, state or federal employment-related statute, regulation or executive order (as they may have been amended; ● The ) relating to any terms and conditions of employment or separation from employment, to the fullest extent enforceable under applicable law. Without limitation, specifically included in this paragraph are any Claims arising under the Family and Medical Leave Act of 1993, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, as amended; ● The Immigration Reform and Control Act, as amended; ● The Americans with Disabilities Act of 1990, as amended; ● The Worker Adjustment and Retraining Notification Act, as amended; ● The Occupational Safety and Health Act, as amended; ● The Family and Medical Leave Act of 1993; ● All other federal, state or local civil or human rights laws, whistleblower laws, or any other local, state or federal law, regulations and ordinances; ● All public policy, contract, tort, or common laws; and ● All allegations for costs, fees, and other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 19851985 (“COBRA”), as amendedthe Worker Adjustment Retraining Notification Act (“WARN”), including any claims regarding advance notice of termination pursuant to WARN, the Fair Credit Reporting Act, and all similar federal, state or local statutes, regulations and orders; (iiic) Employee’s rights all Claims for short-term disability benefits, and Claims to any non-vested ownership interest in State Street provided through participation in a State Street plan or program other than the awards subject to the Award Agreements; (d) all Claims under Article 7 any state or Article 11 federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence; (e) any other Claims, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which you now have, may have or may have had against any of the Severance Releasees, up to the date you sign this Agreement, as the case may beincluding without limitation claims arising out of or in any way related to your employment with or separation from State Street (including claims for retaliation); and (ivf) Employee’s rights as a stockholder all Claims arising under the wage and hour and wage payment laws of the CompanyCommonwealth of Massachusetts.
Appears in 1 contract
Samples: Transition and Separation Agreement (State Street Corp)
General Release of Claims. Employee Executive knowingly and voluntarily releases and forever discharges the Company from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or and unknown, against the Company, that Employee Executive has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● • The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Age Discrimination in Employment Act of 1967, as amended; • The Older Workers Benefit Protection Act of 1990; • The Worker Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Family and Medical Leave Act of 1993; ● All • The Minnesota Civil Rights Act, as amended; • The Minnesota Minimum Wage Law, as amended; • Equal Pay Law for Minnesota, as amended; • Any other foreign, federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state state, federal or federal foreign law, regulations and ordinancesregulation or ordinance; ● All • Any public policy, contract, tort, or common lawslaw; and ● All allegations or • Any allegation for costs, fees, and or other expenses including attorneys’ ' fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the this Agreement and General Release do not apply are: (i) Employee’s Executive's rights of indemnification and directors and officers liability insurance coverage coverage, if any, to which the Executive he was entitled immediately prior to __________ __, 20__ [INSERT TERMINATION DATE] with regard to the Executive’s his service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement)Company; (ii) Employee’s Executive's rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedCOBRA; (iii) Employee’s Executive's rights under Article 7 or Article 11 the provisions of the Severance Agreement, as the case may beEmployment Agreement which are intended to survive termination of employment; and or (iv) Employee’s Executive's rights as a stockholder of the Companystockholder.
Appears in 1 contract
General Release of Claims. Employee knowingly a. Except as otherwise set forth in this Section 6, Xxxxxxxx expressly waives any claims against Starbucks, including its affiliates, subsidiaries, stockholders, directors, officers, managers, representatives, agents, and voluntarily releases employees, past and forever discharges present (the Company “Released Parties”) from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or unknown, against the Company, that Employee has, has ever had which existed or may have as of existed at any time up to the date of execution this Agreement, including claims related in any way to her employment with Starbucks or the ending of this Agreement that relationship. This release is comprehensive and General Releaseincludes any and all claims or causes of action arising under common law or under federal, includingstate, or local statute or ordinance related to her employment, including but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● Title VII of the Civil Rights Act of 1964, as amended; ● The Section 1981 of the Civil Rights Act of 1866; the Age Discrimination in Employment Act of 1967, as amended by the Older Worker’s Benefit Protection Act; the Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of the United States Code, Americans With Disabilities Act as amended; ● The Employee Retirement Income Security Act of 1974, as amended; ● The Immigration Reform the Family and Control Medical Leave Act, as amended; ● The Americans with Disabilities Act of 1990the Employee Retirement Income Security Act, as amended; ● The the Health Insurance Portability and Accountability Act; the Genetic Information Nondiscrimination Act; claims for unpaid salary, wages, commissions, bonuses, unused accrued vacation or sick pay or other compensation under any federal, state or local wage and hour laws or wage claim statutes; claims under laws requiring the advance notification of certain work related reductions, including but not limited to the Worker Adjustment and Retraining Notification Act; any personal injury claims, as amendedincluding without limitation, wrongful discharge, defamation, tortious interference with business expectancy or emotional distress; ● The Occupational Safety and Health Act, as amendedor any claims alleging a breach of express or implied employment contract; ● The Family and Medical Leave Act of 1993; ● All or any other federal, state state, or local civil law governing employment related claims. Xxxxxxxx does not release any claim which may not, by operation of law, be subject to release and she does not waive or human release any rights lawsshe may have to any claim for indemnity, whistleblower lawsincluding reasonable fees and expenses incurred in defense, of any action brought against her regardless of whether such indemnity is through insurance or Company expense. Xxxxxxxx further does not release any claim for payment of final wages through the Separation Date, for payment and services due pursuant to Sections 2 and 3 of this Agreement, for payment of her annual incentive bonus for fiscal 2021, for vested benefits under the Starbucks Corporation 401(k) plan or for payments under any existing deferred compensation plan, the terms of which plans are in no way amended or modified by this Agreement.
x. Xxxxxxxx affirms that she is not aware of any facts that would establish or support any allegation of a violation by Starbucks of the federal False Claims Act (or any other local, similar state or federal qui tam statute) which generally prohibits fraud against the government, any violations of federal or state securities laws, including the Xxxxxxxx-Xxxxx Act of 2002 and the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, or other criminal conduct on the part of Starbucks or its managing agents.
c. This waiver and release shall be construed as broadly and comprehensively as applicable law permits. However, it shall not be construed as releasing or waiving any right that, as a matter of law, regulations and ordinances; ● All public policycannot be released or waived, contract, tort, including without limitation the right to file a charge or common laws; and ● All allegations for costs, fees, and other expenses including attorneys’ fees incurred participate in these matters. Notwithstanding anything herein an investigation or proceeding conducted by the EEOC pursuant to the contraryAge Discrimination in Employment Act (“ADEA”); provided that Xxxxxxxx waives any right to recover monetary remedies on her own behalf. If another individual brings any claim against Starbucks, and/or any government agency conducts an investigation of Starbucks, nothing in this Agreement prohibits Xxxxxxxx from cooperating truthfully in such proceedings. Nothing in this agreement prohibits her from accepting any whistleblower reward(s) for reporting any securities law violation(s) or otherwise limits or contradicts any legally protected whistleblower rights she may have (including under Rule 21F under the sole matters Securities Exchange Act of 1934).
d. Nothing in this Agreement amends or modifies the terms of any equity plan or any grant(s) issued under such plan(s) to which the Agreement and General Release do include but not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard limited to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued time within which Xxxxxxxx has to exercise vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Companyoptions.
Appears in 1 contract
General Release of Claims. Employee (A) Executive and the Executive’s heirs, executors, administrators, successors and assigns (collectively referred to throughout this Agreement as “Employee”) knowingly and voluntarily releases release and forever discharges discharge the Company and its affiliates, subsidiaries, divisions, benefit plans, successors and assigns in such capacity, and the current, future and former employees, officers, directors, trustees and agents thereof (collectively referred to as “Employer”) from any and all actions, causes of action, contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions, understandings, agreements, promises, claims regarding stock, stock options or other forms of equity compensation, commitments, damages, fees and liabilities, responsibilities and any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, executions and liabilities of any kind whatsoeverwhatsoever kind, whether nature or description, oral or written, known or unknown, matured or unmatured, suspected or unsuspected at the present time, in law or in 177505654 v5 equity, whether known and unknown, against Employer, which the Company, that Employee has, has ever had or may have as of the date of Executive’s execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● - Title VII of the Civil Rights Act of 1964, as amended; ● - The Civil Rights Act of 1991; ● - Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● - The Employee Retirement Income Security Act of 1974, as amended; ● - The Immigration Reform and Control Act, as amended; ● - The Americans with Disabilities Act of 1990, as amended; ● - The Age Discrimination in Employment Act of 1967, as amended; - The Older Workers Benefit Protection Act of 1990; - The Worker Adjustment and Retraining Notification Act, as amended; ● - The Occupational Safety and Health Act, as amended; ● - The Family and Medical Leave Act of 1993; ● All - The Massachusetts Wage Act; - Massachusetts anti-discrimination laws, M.G.L Chapter 151B-Any wage payment and collection, equal pay and other similar laws, acts and statutes of the Commonwealth of Massachusetts or the United States; - Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All - Any public policy, contract, tort, or common lawslaw; and ● All allegations or - Any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s express rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company Employer or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedCOBRA; (iiiii) Employee’s rights under Article 7 or Article 11 the provisions of the Severance Agreement, as Employment Agreement which are intended to survive termination of employment; ; or (iii) any rights of the case may be; and (iv) Employee’s rights Executive to indemnification as a stockholder Director or Officer of the Company.
Appears in 1 contract
Samples: Executive Employment Agreement (Eloxx Pharmaceuticals, Inc.)
General Release of Claims. Employee knowingly and voluntarily (a) As consideration for the Severance Benefits described in this Agreement, Executive hereby completely releases and forever discharges the Company Pandora, its subsidiary, predecessor, successor, and related corporations, divisions and entities, and its and each of their current and former officers, directors, executives, agents, investors, attorneys, shareholders, founders, administrators, affiliates, benefit plans, plan administrators, insurers, divisions, successor corporations, and assigns (collectively referred to as “Releasees”) from any and all legally waivable claims, complaints, rights, causes of actionduties, obligations, demands, fees costsactions, expenses, including attorneys’ fees, liabilities and liabilities causes of action of any kind whatsoever, whether presently known or unknown, suspected or unsuspected, which Executive may have or have ever had against Releasees, including without limitation all claims arising from or connected with Executive’s employment by Pandora and Executive’s separation from employment, whether based in common law, tort, or contract (express or implied), or on federal, state or local laws or regulations, and any and all claims for attorneys’ fees and costs. Executive has been advised that Executive’s release does not apply Pandora Media, Inc. – Separation Agreement and Release Michxxx Xxxxxxx to (i) any rights or claims that may arise after the date that Executive executed this Agreement; (ii) claims that cannot be released as a matter of law; (iii) any unemployment insurance claim; (iv) any workers’ compensation insurance benefits, to the extent any applicable state law prohibits the direct release of such benefits without judicial or agency approval; (v) continued participation in certain benefits under COBRA (and any state law counterpart), if applicable; and (vi) any benefit entitlements vested as of Executive’s last day of employment, pursuant to written terms of any applicable Executive benefit plan sponsored by the Company.
(b) Executive understands and agrees that this is a final release and that Executive is waiving (to the extent waivable in accordance with applicable laws) all rights now or in the future to pursue any remedies available under any employment related cause of action against Releasees, that Employee hasincluding without limitation claims of wrongful discharge, has ever had emotional distress, defamation, harassment, discrimination, retaliation, breach of contract or may have as covenant of good faith and fair dealing, claims of violation of the date of execution of this Agreement and General ReleaseCalifornia labor laws, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● claims under Title VII of the Civil Rights Act of 1964, as amended; ● The , the Equal Pay Act of 1963, the Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of the United States Code1866, as amended; ● The Employee Retirement Income Security Act of 1974, as amended; ● The Immigration Reform and Control Act, as amended; ● The the Americans with Disabilities Act of 19901990 (“ADA”), as amended; ● The Worker Adjustment and Retraining Notification Actthe Age Discrimination in Employment Act of 1967 (“ADEA”), as amended; ● The Occupational Safety and Health Act, as amended; ● The the Family and Medical Leave Act of 19931993 (“FMLA”), the California Family Rights Act (“CFRA”), the California Fair Employment and Housing Act (“FEHA”), the Executive Retirement Income Security Act (“ERISA”), the National Labor Relations Act (“NLRA”), the California Constitution; ● All the Genetic Information Nondiscrimination Act of 2008 (“GINA”), the Worker Adjustment and Retraining Notification Act (“WARN”), the Sarbxxxx-Xxxxx Xxx of 2002, the Fair Credit Reporting Act, the California Labor Code, the California Business & Professions Code, the California Government Code, Pandora Media, Inc. – Separation Agreement and Release Michxxx Xxxxxxx and any other laws and regulations relating to employment and that are waivable in accordance with applicable laws.
(c) Executive specifically agrees that this Agreement includes without limitation any and all claims that were raised, or that reasonably could have been raised, under the applicable Wage Order, Labor Code sections 201, 202, 203, 212, 226, 226.3, 226.7, 432.7, 510, 512, 515, 558, 1194, and 1198, as well as claims under the Business & Professions Code sections 17200, et seq. and Labor Code sections 2698, et seq. based on alleged violations of Labor Code provisions. Executive further covenants that Executive will not seek to initiate any proceedings seeking penalties under Labor Code sections 2699, et seq. based upon the Labor Code provisions specified above.
(d) Executive further acknowledges and agrees that Executive has received all leave to which Executive requested and was entitled, if any, under all federal, state or local civil or human rights laws, whistleblower laws, or any other local, state or federal law, regulations and ordinances; ● All public policy, contract, tort, or common laws; and ● All allegations for costs, feesstate, and other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein local laws and regulations related to the contraryleave from employment, including, but not limited to, the sole matters to which FMLA, the Agreement CFRA, and General Release do not apply are: (i) EmployeeCalifornia worker’s rights of indemnification compensation and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Companypaid family leave laws.
Appears in 1 contract
General Release of Claims. In consideration of the Separation Proceeds set forth in Paragraph 4 above, the Employee knowingly irrevocably and voluntarily unconditionally releases and forever discharges the Company Impac and Impac’s Representatives from any and all all, known or unknown, asserted or unasserted, claims, liabilities, losses, agreements, rights, causes of actionaction and expenses of any nature whatsoever based upon any act, demandsomission or occurrence occurring from the beginning of time up to and including the Effective Date of this Separation Agreement. This general release includes, fees costsbut is not limited to, expensesany claims or rights the Employee may have under any federal, state or local laws or regulations affecting the terms and conditions of Employee’s employment or prohibiting employment discrimination on the basis of any protected characteristic under applicable law(s), including attorneys’ feesbut not limited to race, and liabilities of any kind whatsoevercolor, whether known national origin, religion, sex, age, sexual orientation, ancestry, medical condition, marital status, physical or unknownmental disability, against the Company, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, other public policy (including, but not limited to, any alleged violation of: ● The Age Discrimination in those covered by the California constitution; the United States Constitution; the California Fair Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations and Housing Act, as amendedCal. Govt. Code Section 12900, et seq.; ● Title VII of the Civil Rights Act of 19641964 (Title VII), as amended, 42 U.S.C. Section 2000e et seq.; ● The the Civil Rights Act of 1991; ● , Sections 1981 through 1988 of Title 42 of the United States Code; the Fair Labor Standards Act, as amended; ● The the National Labor Relations Act, as amended; the Labor-Management Relations Act, as amended; the Worker Adjustment and Retraining Notification Act of 1988, as amended; the Rehabilitation Act of 1973, as amended; the Age Discrimination of Employment Act, as amended, 29 U.S.C. Section 621 et seq.; the Americans With Disabilities Act of 1990, as amended, 42 U.S.C. Section 12101, et seq.; the Equal Pay Act; the Older Workers Benefit Protection Act; the Pregnancy Discrimination Act; the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. Section 1001, et seq.; ● The Immigration Reform and Control Act, as amended; ● The Americans with Disabilities Act of 1990, as amended; ● The Worker Adjustment and Retraining Notification Act, as amended; ● The Occupational Safety and Health Act, as amended; ● The the Family and Medical Leave Act of 1993, 29 U.S.C. Section 2601, et seq.; ● All other federal, state or local the Fair Credit Reporting Act; the Immigration Reform Control Act; the Occupational Safety and Health Act; the Uniformed Services Employment and Reemployment Rights Act; the Employee Polygraph Protection Act; the employee (whistleblower) civil or human rights laws, whistleblower laws, or any other local, state or federal law, regulations and ordinances; ● All public policy, contract, tort, or common laws; and ● All allegations for costs, fees, and other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director provisions of the Company Criminal Fraud and Accountability Act (including, without limitation, under Article 15 of the Severance AgreementSarbanes Oxley Act); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985California Family Rights Act, as amended, Cal. Govt. Code Section 12945.1, et seq.; (iii) and the California Labor Code; and any personal gain with respect to any claim arising under the qui tarn provisions of the False Xxxxxx Xxx, 00 X.X.X. §0000. This also includes, but is not limited to, a release of any and all claims, allegations, demands and/or rights relating to Employee’s rights prior employment with Impac, the ending or termination of that employment, the vesting or non-vesting of stock, and any other agreements and/or covenants between the Parties, including any claim alleging breach, rescission, non-performance or invalidity, any and all claims or torts arising under Article 7 the statutes and common law of California and/or any other state or Article 11 territory of the Severance United States, excepting any action to enforce any provision(s) of this Separation Agreement. This Separation Agreement, upon full execution by the Employee, shall act as an irrevocable bar to any and all actions, lawsuits or proceedings brought by Employee against Impac and/or Impac’s Representatives arising from or in connection with any matter covered by this Separation Agreement. However, if, notwithstanding this Separation Agreement, Employee brings an action against Impac or Impac’s Representatives, based on any matter covered by this Separation Agreement, the case may be; Employee agrees to pay all costs and (iv) Employeeexpenses incurred by Impac or Impac’s rights as a stockholder of the CompanyRepresentatives in defending against such suit, including reasonable attorney fees.
Appears in 1 contract
Samples: Key Executive Employment Agreement (Impac Mortgage Holdings Inc)
General Release of Claims. Subject to the full satisfaction by the Employer of its obligations under the Employment Agreement, Employee knowingly and voluntarily releases and forever discharges the Company Employer from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or and unknown, against the CompanyEmployer, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● — Title VII of the Civil Rights Act of 1964, as amended; ● — The Civil Rights Act of 1991; ● — Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● — The Employee Retirement Income Security Act of 1974, as amended; ● — The Immigration Reform and Control Act, as amended; ● — The Americans with Disabilities Act of 1990, as amended; ● — The Age Discrimination in Employment Act of 1967, as amended; — The Older Workers Benefit Protection Act of 1990; — The Worker Adjustment and Retraining Notification Act, as amended; ● — The Occupational Safety and Health Act, as amended; ● — The Family and Medical Leave Act of 1993; ● All — Any wage payment and collection, equal pay and other similar laws, acts and statutes of the State of Connecticut; — Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All — Any public policy, contract, tort, or common lawslaw obligation; and ● All allegations for or — Any obligation to pay costs, fees, and or other expenses including attorneys’ fees incurred in these mattersattorney’s fees. Notwithstanding anything herein to the contrary, the sole matters to which the this Agreement and General Release do not apply areaffect: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy policy, payroll practice, or arrangement maintained by the Company Employer or wider COBRA; (ii) Employee’s right to exercise any vested options after employment termination as provided under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedOption Plan; (iii) Employee’s rights as a holder of any units or other form of equity in Colt under Article 7 the Limited Liability Company Agreement or Article 11 of the Severance Agreement, as the case may beapplicable law; and or (iv) Employee’s any rights as a stockholder to defense or indemnification provided for under Paragraph 14 of the CompanyEmployment Agreement.
Appears in 1 contract
General Release of Claims. Employee The Releasing Party knowingly and voluntarily releases and forever discharges the Company Business Parties from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or unknown, against the CompanyBusiness Parties, that Employee the Releasing Party has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited towithout limitation, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The • the National Labor Relations Act, as amended; ● • the Civil Rights Act of 1866, as amended, Title VII of the Civil Rights Act of 1964, as amended; ● The , and the Civil Rights Act of 1991, as amended; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● The • the Employee Retirement Income Security Act of 1974, as amended; ● The • the Immigration Reform and Control Act, as amended; ● The • the Americans with Disabilities Act of 1990, as amended; ● The • the Age Discrimination in Employment Act of 1967, as amended; • the Older Workers Benefit Protection Act of 1990; • the Worker Adjustment and Retraining Notification Act, as amended; ● The • the Occupational Safety and Health Act, as amended; ● The • the Family and Medical Leave Act of 1993; ● All • the Iowa Civil Rights Act of 1965 (Iowa Code Chapter 216), as amended; • the Iowa Wage Payment Collection Law (Iowa Code Chapter 91A), as amended; • the laws of the State of Iowa concerning wages, employment and discharge or any other law, rule, regulation or ordinance pertaining to employment, terms and conditions of employment, or termination of employment; • any other federal, state or local civil or human rights laws, whistleblower laws, laws or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All • any public policy, contract, tort, or common lawslaw; and ● All allegations or • any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein No reference to the contraryaforementioned causes of action or claims is intended to limit the scope of this Agreement and General Release. Notwithstanding the above, the sole matters to which the Agreement and General Release do not apply are: (i) Employeethe Executive’s rights of indemnification and directors and officers liability insurance coverage pursuant to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director Section 11(o) of the Company (including, without limitation, under Article 15 of the Severance Agreement)Employment Agreement or otherwise; (ii) Employeeany rights or claims to contribution the Executive may have in the event of the entry of judgment against him as a result of any act or failure to act for which both he and the Company (or its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent or subsidiary entities, insurers, affiliates or assigns) are jointly responsible; (iii) the Executive’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company Business Parties or under COBRA (including without limitation the Consolidated Omnibus Budget Reconciliation Act of 1985vested RSUs and SARs, as amendeddefined in the Employment Agreement); (iiiiv) Employeethe Executive’s rights under Article 7 or Article 11 the provisions of the Severance Agreement, as Employment Agreement which are intended to survive termination of employment; (v) the case may be; and (iv) EmployeeExecutive’s rights as a stockholder stockholder; or (vi) any claims, causes of action, demands, fees and liabilities arising after the Companyexecution of this Agreement and General Release.
Appears in 1 contract
Samples: Employment Agreement (Renewable Energy Group, Inc.)
General Release of Claims. In exchange for the consideration provided in this Severance Agreement, the Employee knowingly and voluntarily releases the Employee’s heirs, executors, representatives, administrators, agents, and assigns (collectively, the “Releasors”) irrevocably and unconditionally fully and forever discharges waive, release, and discharge REGENXBIO and all of its current and former predecessors, parents, subsidiaries and affiliates (collectively, the Company “Released Entities”), and the Released Entities’ current and former shareholders, directors, officers, employees, accountants, insurers, agents and attorneys, of and from any and all claims, rightsdemands, actions, causes of actionactions, demandsjudgments, fees costsrights, expensesfees, including damages, debts, obligations, liabilities, and expenses (inclusive of attorneys’ fees, and liabilities ) of any kind whatsoever, whether known or unknownunknown (collectively, against the Company“Claims”), that Employee has, has ever had which Releasors have or may have as of the date of execution of this Agreement and General ReleaseSeverance Agreement. Listed below are examples of the statutes under which Employee will not bring any claim. If the law prohibits a waiver of claims under any such statute, includingEmployee acknowledges that Employee has no valid claim under those statutes. The claims released or acknowledged not to exist include, but are not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Worker Age Discrimination in Employment Act of 1967, as amended; • The Workers Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Family and Medical Leave Xxxxxxxx-Xxxxx Act of 19932002; ● All • The Equal Pay Act; • The National Labor Relations Act; • Maryland Human Rights Act, as amended; • Maryland Equal Pay For Equal Work Law, as amended; • Medical Information Discrimination Law; • Any similar county and city laws such as those of Montgomery County, which prohibit employment discrimination; • all including any amendments and their respective implementing regulations; • Any other federal, state, local, or foreign civil or human rights law (statutory, regulatory, or otherwise) or any other federal, state or local civil regulation or human rights lawsordinance that may be legally waived and released; however, whistleblower lawsthe identification of specific statutes is for purposes of example only, and the omission of any specific statute or law shall not limit the scope of this general release in any other local, state or federal law, regulations and ordinancesmanner; ● All • Any public policy, contract, tort, or common lawslaw obligation; • Any and all claims for compensation of any type whatsoever, including but not limited to claims for salary, wages, bonuses, commissions, incentive compensation, vacation, and severance that may be legally waived and released; • Any and all claims arising under tort, contract, and quasi-contract law, including but not limited to claims of breach of an express or implied contract, tortious interference with contract or prospective business advantage, breach of the covenant of good 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 negligent or intentional infliction of emotional distress; • Any and all claims for monetary or equitable relief, including but not limited to attorneys' fees, back pay, front pay, reinstatement, experts' fees, medical fees or expenses, costs and disbursements, punitive damages, liquidated damages, and penalties; and ● All allegations • Any obligation to pay for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Companyexpenses.
Appears in 1 contract
General Release of Claims. Employee I knowingly and voluntarily releases release and forever discharges discharge the Company Released Parties of and from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, known and liabilities of any kind whatsoever, whether known or unknown, against the Company, that Employee has, has ever had 1 have or may have against the Released Parties as of the date of execution of this Agreement and General ReleaseAgreement, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Xxxxx Xxxxxxxxx Fair Pay Act of 2009; • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Worker Age Discrimination in Employment Act of 1967, as amended; • The Older Workers Benefit Protection Act; • The Family and Medical Leave Act of 1993, as amended; • The Workers Adjustment and Retraining Notification Act, . as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Family and Medical Leave Genetic Information Nondiscrimination Act of 19932008; ● All • The Florida Civil Rights Act, as amended; • The Florida Minimum Wage Law, as amended; • Equal Pay Law for Florida, as amended; • State and federal whistleblower laws; • Health Insurance Portability and Accountability Act; • Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All • Any claim based on my employment or the termination of that employment, whether grounded in public policy, contract, tort, or common lawslaw or otherwise; and ● All allegations or • Any allegation for costs, fees, and or other expenses including attorneys’ ' fees incurred in these matters. Notwithstanding anything herein to the contraryBy entering into this Agreement, the sole matters to which the Agreement and General Release Released Parties do not apply are: admit they have violated any of these laws. Released Parties deny any liability to me whatsoever. I understand that this is a general release and nothing in this Agreement (ia) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement)releases any claim that by law cannot be released by private agreement; (iib) Employee’s rights limits my right to any benefit vested under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (ivc) Employee’s rights as a stockholder limits or affects my right to challenge the validity of the Companythis Agreement.
Appears in 1 contract
General Release of Claims. Employee knowingly In consideration for the opportunity to continue the Executive’s employment during the Transition Period and the opportunity to continue his service relationship with the Company during the Advisory Period in order to continue vesting in the Specified Equity Awards and be eligible for the Advisory Fees, to which the Executive acknowledges he would otherwise not be entitled, the Executive voluntarily releases and forever discharges the Company Company, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from any and all claims, rights, causes of action, demands, fees costsdebts, expenses, including attorneys’ fees, damages and liabilities of any kind whatsoeverevery name and nature, whether known or unknownunknown (“Claims”) that, against the Company, that Employee has, has ever had or may have as of the date when the Executive signs this Agreement, the Executive has, ever had, now claims to have or ever claimed to have had against any or all of execution the Releasees. This release includes, without limitation, all Claims: • relating to the Executive’s employment by and termination of this Agreement and General Releaseemployment with the Company; • of wrongful discharge or violation of public policy; • of breach of contract; • of defamation or other torts; • of retaliation or discrimination under federal, state or local law (including, but not limited towithout limitation, any alleged violation of: ● The Claims of discrimination or retaliation under the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● Title VII of the Civil Rights Act of 1964, M.G.L. c. 151B, and The Massachusetts Civil Rights Act); • under any other federal or state statute (including, without limitation, Claims under the Worker Adjustment and Retraining Notification Act or the Fair Labor Standards Act); • for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefits, whether under the Massachusetts Wage Act, M.G.L. c. 149, §§148-150C, the California Labor Code (as amended), or otherwise; ● The Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of • under any the United States Code, as amended; ● The Employee Retirement Income Security Act of 1974, as amended; ● The Immigration Reform California Fair Employment and Control Housing Act, as amended; ● The Americans with Disabilities Act of 1990, as amended; ● The the Worker Adjustment and Retraining Notification Act, as amended; ● The Occupational Safety the California Worker Adjustment and Health Retraining Notification Act, as amended; ● The Family and Medical Leave Act of 1993; ● All other federal, state or local civil or human rights laws, whistleblower laws, or any other local, state or federal law, regulations and ordinances; ● All public policy, contract, tort, or common lawsand/or the Fair Labor Standards Act); and ● All allegations • for costsdamages or other remedies of any sort, fees, and other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release does not release Claims that cannot be released as a matter of law; Claims that arise after the Severance date the Executive signs this Agreement); , including Claims for breach of this Agreement (ii) Employeeincluding, but not limited to, with respect to the Executive’s rights under the Specified Equity Award); the Executive’s rights to any tax-qualified pension vested and nonforfeitable balances in any retirement plan accounts; Claims for indemnification to the extent available under Delaware Law, the Company’s certificate of incorporation, bylaws, or claims for accrued vested benefits applicable liability insurance coverage, including directors and officers liability coverage (in each case, to the extent provided under such insurance or coverage). This release does not extend to any right the Executive may have to unemployment compensation benefits. The release of Claims in the Agreement is intended to be effective as a general release and bar to all Claims, including unknown Claims. Accordingly, the Executive expressly waives all rights under Section 1542 of the California Civil Code and any other employee analogous rule or principle of law. Section 1542 states: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The Executive acknowledges that he may later discover claims or facts in addition to or different from those which he now knows or believes to exist with regards to the subject matter of the Agreement, and which, if known or suspected at the time of executing the Agreement, may have materially affected its terms. Nevertheless, the Executive waives any and all Claims that might arise as a result of such different or additional claims or facts. The Executive agrees not to accept damages of any nature, other equitable or legal remedies for the Executive’s own benefit plan, policy or arrangement maintained attorney’s fees or costs from any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to the Company or under to enter into the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the CompanyExecutive represents that he has not assigned any Claim to any third party.
Appears in 1 contract
Samples: Transitional Services and Advisory Agreement (Cerence Inc.)
General Release of Claims. Employee Executive and Executive’s heirs, executors, administrators, successors and assigns (collectively referred to throughout this Agreement and General Release as “Employee”) knowingly and voluntarily releases release and forever discharges discharge the Company and its affiliates, subsidiaries, divisions, benefit plans, successors and assigns in such capacity, and the current, future and former employees, officers, directors, trustees and agents thereof (collectively referred to as the “Employer”) from any and all actions, causes of action, 1 This number assumes acceleration occurs if Employee satisfies the Conditions set forth in Section 9 of the Employment Agreement. contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions, understandings, agreements, promises, claims regarding stock, stock options or other forms of equity compensation, commitments, damages, fees and liabilities, responsibilities and any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, executions and liabilities of any kind whatsoeverwhatsoever kind, nature or description, oral or written, matured or unmatured, suspected or unsuspected at the present time, in law or in equity, whether known or and unknown, against the CompanyEmployer, that which Employee has, has ever had or may have as of the date of Executive’s execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Age Discrimination in Employment Act of 1967, as amended; • The Older Workers Benefit Protection Act of 1990; • The Worker Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Family and Medical Leave Act of 1993; ● All • Any wage payment and collection, equal pay and other similar laws (including but not limited to the Fair Labor Standards Act and claims for wages, bonuses, incentive compensation, commissions, vacation pay or any other compensation or benefits either under the Massachusetts Wage Act, M.G.L. c. 149, §§ 148-150C, or otherwise), and acts and statutes of the Commonwealth of Massachusetts; • Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All • Any public policy, contract, tort, or common lawslaw; and ● All allegations or • Any allegation or claim for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief, costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s express rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company Employer or under COBRA; (ii) Employee’s rights under the Consolidated Omnibus Budget Reconciliation Act provisions of 1985, as amended; the Employment Agreement which are intended to survive termination of employment; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and a stockholder; (iv) Employee’s any rights of the Executive to indemnification as a stockholder director or officer of the Company; or (v) any rights that cannot be released as a matter of applicable law, but only to the extent such rights may not be released under such applicable law. Employee agrees not to accept damages of any nature, other equitable or legal remedies for Employee’s own benefit or attorney’s fees or costs from the Employer with respect to any claim released by this Agreement and General Release. Employee represents and warrants to the Employer that there has been no assignment or other transfer of any interest in any claim that Employee may have against the Employer. Employee agrees to indemnify and hold harmless the Employer from any liability, claims, demands, damages, costs, expenses and attorneys’ fees incurred as a result of any such assignment or transfer from Employee.
Appears in 1 contract
General Release of Claims. Employee knowingly In consideration of, among other terms, the payments and benefits described in Section 2, the extent to which you acknowledge you would otherwise not be entitled, you voluntarily releases release and forever discharges discharge the Company Company, its affiliated and/or related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from any and all claims, rights, causes of action, demands, fees costsdebts, expenses, including attorneys’ fees, damages and liabilities of any kind whatsoeverevery name and nature, whether known or unknownunknown (“Claims”), against the Companythat, that Employee has, has ever had or may have as of the date when you sign this Agreement, you have, ever had, now claim to have or ever claimed to have had against any or all of execution the Releasees. This release includes, without limitation, all Claims: ● relating to your employment by and retirement from employment with the Company; ● of this Agreement and General Releasewrongful discharge; November 14, 2011 ● of breach of contract; ● of retaliation or discrimination under federal, state or local law (including, but not limited towithout limitation, any alleged violation of: ● The Claims of age discrimination or retaliation under the Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964, as amended1964 and Claims of discrimination or retaliation under Mass. Gen. Laws ch. 151B); ● The Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of under any other federal or state statute (including, but not limited to, the United States Code, as amended; ● The Employee Retirement Income Security Act of 1974, as amended); ● The Immigration Reform and Control Act, as amendedof defamation or other torts; ● The Americans with Disabilities Act of 1990, as amendedviolation of public policy; ● The Worker Adjustment and Retraining Notification Actfor wages, as amended; ● The Occupational Safety and Health Actbonuses, as amended; ● The Family and Medical Leave Act of 1993; ● All other federalincentive compensation, state or local civil or human rights lawsstock, whistleblower lawsstock options, vacation pay or any other local, state compensation or federal law, regulations and ordinances; ● All public policy, contract, tort, or common lawsbenefits; and ● All allegations for costsdamages or other remedies of any sort, fees, and other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement)compensatory damages, punitive damages, injunctive relief and attorney’s fees; (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit planprovided, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985however, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s that this release shall not affect your rights as a stockholder retiree as of the Retirement Date under the Company’s benefit and incentive plans and governing practices or your rights under this Agreement. You agree that you shall not seek or accept damages of any nature, other equitable or legal remedies for your own benefit, attorney’s fees or costs from any of the Releasees with respect to any Claim released by this Agreement. As a material inducement to the Company to enter into this Agreement, you represent that you have not assigned to any third party and you have not filed with any agency or court any Claim released by this Agreement. The Company represents that it is unaware of any claims, demands, debts, damages and liabilities of any kind that the Company may have against you as of the date of this Agreement and that your willingness to enter into this Agreement and provide the release set forth in this Section is in consideration, in part, on that representation.
Appears in 1 contract
Samples: Retirement Agreement (COURIER Corp)
General Release of Claims. Employee knowingly and voluntarily Executive hereby releases and forever discharges CVS Caremark Corporation and each of its divisions, affiliates, subsidiaries and operating companies, and the Company respective officers, directors, employees, agents and affiliates of each of them (collectively, the “Released Parties”) from any and all claims, rights, causes of action, demandslawsuits, fees costsproceedings, expensescomplaints, including attorneys’ feescharges, debts, contracts, judgments, damages, and liabilities of any kind whatsoeverclaims against the Released Parties, whether known or unknown, against the Companywhich Executive ever had, that Employee hasnow has or which Executive or Executive’s heirs, has ever had executors, administrators, successors or assigns may have as of prior to the date this Release is signed by Executive, due to any matter whatsoever relating to Executive’s employment, compensation, benefits, and/or termination of execution Executive’s employment with CVS Caremark and/or any of this Agreement and General Releaseits subsidiaries or predecessors (collectively, includingthe “Released Claims). The Released Claims include, but are not limited to, any alleged violation of: ● The Age Discrimination in Employment Act claim that any of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The the Released Parties violated the National Labor Relations Act, as amended; ● Title VII of the Civil Rights Act of 1964, as amended; ● The Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● The the Employee Retirement Income Security Act of 1974Act, as amended; ● The the Immigration Reform and Control Act, as amended; ● The the Americans with Disabilities Act of 1990, as amended; ● The Worker Adjustment and Retraining Notification Act, as amended; ● The the Age Discrimination in Employment Act, the Family Medical Leave Act, and/or the Occupational Safety and Health Act, as amended; ● The Family and Medical Leave Act any claim that any of 1993; ● All the Released Parties violated any other federal, state or local civil or human rights lawsstatute, whistleblower laws, or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All any claim of unlawful discrimination of any kind; any public policy, contract, tort, or common lawslaw claim; and ● All allegations any claim for costs, fees, and or other expenses including attorneys’ attorney’s fees incurred in these matters. Notwithstanding anything herein to the contraryforegoing, the sole matters to which the Agreement and General Release Released Claims do not apply are: include the release of (i) Employee’s any rights of indemnification and directors and officers liability insurance coverage to which the that Executive was entitled immediately prior to __________ __cannot lawfully waive, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s any claims by Executive that the Company has breached the terms of this Agreement, or (iii) any rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by Executive has to defense and indemnification from the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Companyits insurers.
Appears in 1 contract
General Release of Claims. (A) The Employee knowingly and voluntarily releases and forever discharges the Company Employer from any and all actions, causes of action, contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions, understandings, agreements, promises, claims regarding stock, stock options or other forms of equity compensation, commitments, damages, fees and liabilities, responsibilities and any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, executions and liabilities of any kind whatsoeverwhatsoever kind, whether nature or description, oral or written, known or unknown, matured or unmatured, suspected or unsuspected at the present time, in law or in equity, whether known and unknown, against Employer, which the Company, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● – Title VII of the Civil Rights Act of 1964, as amended; ● – The Civil Rights Act of 1991; ● – Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● – The Employee Retirement Income Security Act of 1974, as amended; ● – The Immigration Reform and Control Act, as amended; ● – The Americans with Disabilities Act of 1990, as amended; ● – The Age Discrimination in Employment Act of 1967, as amended; – The Older Workers Benefit Protection Act of 1990; – The Worker Adjustment and Retraining Notification Act, as amended; ● – The Occupational Safety and Health Act, as amended; ● – The Family and Medical Leave Act of 1993; ● All – Any wage payment and collection, equal pay and other similar laws, acts and statutes of the Commonwealth of Massachusetts; – Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All – Any public policy, contract, tort, or common lawslaw; and ● All allegations or – Any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s express rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company Employer or under COBRA; (ii) Employee’s rights under the Consolidated Omnibus Budget Reconciliation Act provisions of 1985, as amendedthe Employment Agreement which are intended to survive termination of employment; (iii) Employee’s rights under Article 7 as a stockholder; or Article 11 (v) any rights of the Severance Agreement, as the case may be; and (iv) Employee’s rights Executive to indemnification as a stockholder Director or Officer of the Company.
(B) For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the undersigned parties, except as expressly provided under paragraph (C) immediately below, the Company does hereby remise, release, acquit and forever discharge Employee of and from all actions, causes of action, contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions, understandings, agreements, promises, commitments, damages, responsibilities and any and all claims, demands, executions and liabilities of whatsoever kind, nature or description, oral or written, known or unknown, matured or unmatured, suspected or unsuspected at the present time, in law or in equity, including, without limitation, any claims which have heretofore arisen or which may arise out of or are or may be in any way or in any manner connected with or related to Employee’s acts performed for, on behalf and in the name of the Company, any actions taken by Employee in his capacity as an officer or director of the Company, or the Employee’s employment by the Company, which the Releasing Party ever had, now has or hereafter can, shall or may have against the Released Party, from the beginning of the world to the date hereof.
(C) Expressly excluded from the above release of all claims are any and all claims which result from any of the following upon final adjudication thereof by a court of competent jurisdiction after all appeal periods have lapsed or have been waived by the relevant party: (i) theft, embezzlement or forgery by Employee relating to the Company, its clients or former clients or its affiliated companies; (ii) gross negligence or actual or constructive fraud by Employee in the conduct of the Company’s business or in the conduct of the affairs of any client or former client of the Company; and (iii) breach of any duty owed by Employee under applicable law including, but not limited to, breach of any fiduciary duty or breach of any other legal duty by Employee in the conduct of the Company’s business as an officer or director of the Company, or in the conduct of the affairs of any client or former client of the Company.
(D) The parties recognize and agree that the Employee’s right to receive any bonus payment to which the Employee may be entitled under Section 8 of the Executive Employment Agreement, including any bonus-related portion of the Accrued Amount, or the Pro Rata Bonus, can only be established after the review and calculations of the applicable fiscal year bonus entitlements are made by the Board of Directors (including any committee thereof). Once such calculations are made by the Board of Directors (including any committee thereof), the Employee’s right to receive the Pro Rata Bonus (or any applicable bonus-related portion of the Accrued Amount) shall be accrued and paid as promptly as practicable following a determination of the bonus by the Board of Directors (or any committee thereof) in the event the Employee is entitled to be paid such bonus under the provisions of Section 8(a)-(d) of the Executive Employment Agreement. Notwithstanding the foregoing, if the Employee is terminated by the Company without Cause, or by the Executive for Good Reason, the Board of Directors (including any committee thereof) shall use its best efforts to meet as promptly as practicable within 30 days following any notice of such termination by the Company without Cause, or by the Executive for Good Reason, in order to make a good faith determination of the Pro Rata Bonus, and to pay such Pro Rata Bonus (if earned) within 30 days of the determination by the Board of Directors (including any committee thereof).
Appears in 1 contract
General Release of Claims. Employee knowingly and voluntarily releases -------------------------- and forever discharges discharges, to the Company full extent permitted by law, NCRIC, Inc., its parent company, affiliates, subsidiaries, divisions, predecessors, successors and assigns and the current and former employees, officers, directors and agents thereof (collectively referred to throughout the remainder of this Agreement as "Employer"), of and from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, known and liabilities of any kind whatsoever, whether known or unknown, against the Companyasserted and unasserted, that Employee has, has ever had or may have against Employer as of the date of execution of this Agreement and General ReleaseAgreement, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● o Title VII of the Civil Rights Act of 1964, as amended; ● o The Civil Rights Act of 1991; ● o Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● o The Employee Retirement Income Security Act of 1974, as amended; ● o The Immigration Reform and Control Act, as amended; ● o The Americans with Disabilities Act of 1990, as amended; ● o The Worker Age Discrimination in Employment Act of 1967, as amended; o The Workers Adjustment and Retraining Notification Act, as amended; ● o The Occupational Safety and Health Act, as amended; ● o The Sarbanes-Oxley Act of 2002; x The District of Columbia Human Rights Act - D.C. Code ss. 2-1401 et seq.; o The District of Columbia Statutory Provision Regarding Retaliation/ Discrimination for Filing a Workers Compensation Claim - D.C. Code ss. 32-1542; o The District of Columbia Family and Medical Leave Act - D.C. Code ss. 32-501 et seq.; o The District of 1993Columbia Wage Payment and Collection Law - D.C. Code Ann. ss. 32-1301 et seq.; ● All o The District of Columbia Minimum Wage Act - D.C. Code ss. 32-1001 et seq.; o The District of Columbia Smokers' Rights Law - D.C. Code ss. 7-1703.03; o The District of Columbia Parental Leave Act - D.C. Code ss. 32-1201 et seq.; o The District of Columbia Rights of the Blind and Physically Disabled ("White Cane Act") - D.C. Code ss. 7-1001 et seq.; o The D.C. Pregnancy Anti-Discrimination Act - D.C. Code ss. 2.401.05; o Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All o Any claim based on public policy, contract, tort, or common lawslaw; and ● All allegations or o Any claim for costs, fees, and or other expenses including attorneys’ ' fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Company.
Appears in 1 contract
Samples: Advisory Agreement (Ncric Group Inc)
General Release of Claims. Employee knowingly In consideration of and in exchange for the promises and commitments made by the Company in this Agreement, the Executive hereby irrevocably and unconditionally, knowingly, and voluntarily releases releases, acquits, and forever discharges discharges, to the Company maximum extent permitted by law, Haemonetics Corporation, its affiliates, their past and present officers, directors, partners, employees, agents, insurers, reinsurers, attorneys, assigns, and their employee benefit plans and programs and their administrators and fiduciaries (collectively “Releasees”) from any each and all claimsevery cause of action or claim, rightsliability, causes of actionexpense, demands, fees costs, expensesfee and cost, including attorneys’ feesfees and costs, and liabilities of any kind whatsoeverwhich the Executive ever had or now has, whether known or unknown, against asserted or unasserted, which the Company, that Employee has, Executive has ever had or may have against Releasees (whether individually or collectively) as of the date of execution of this Agreement Agreement, relating to or arising out of the Executive’s employment with and General Releaseseparation from the Company, includingor any affiliate thereof, including but not limited to, to any obligation of the Company to issue to the Executive any equity award for or shares of the Company’s capital stock (other than pursuant to the agreements listed on Exhibit A) or any alleged violation ofof any of the following: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code; • The Immigration Reform and Control Act; • The Americans with Disabilities Act of 1990; • The Family and Medical Leave Act of 1993, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended1974 ("ERISA") (except for any vested benefits under any tax qualified benefit plan); ● • The Immigration Reform and Control Fair Credit Reporting Act, as amended; ● • The Americans with Disabilities Act of 1990, as amendedEqual Pay Act; ● • The Worker Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Family Massachusetts Plant Closing Laws, M.G.L. c. 151A, § 71A, as amended; • The Massachusetts Fair Employment Practices Act, M.G.L c. 151B, as amended; • The Massachusetts State Wage and Medical Hour Laws, M.G.L., c. 149-151, et seq., including but not limited to, X.X. x. 149, §§ 148, 148A, 148B, 149, 150150A-150C, 151, 152, 152A, et seq., as amended; • The Massachusetts Occupational Safety and Health Laws; • The Massachusetts Equal Rights Act, M.G.L. c. 93, § 102, as amended; 7022816v13 • The Massachusetts Equal Pay Act, X.X.X. x. 000, § 000X-X, as amended; • The Massachusetts Maternity Leave Act of 1993Act, M.G.L. c. 149, § 105D, as amended; ● All • The Massachusetts Equal Rights for the Elderly and Disabled Law, M.G.L. c. 93, § 103, as amended; • The Massachusetts AIDS Testing Law, X.X.X. x. 000, § 00X, as amended; • The Massachusetts Civil Rights Act, M.G.L. c. 12, 11H & I, as amended; • The Massachusetts Privacy Law, M.G.L. c. 214, § 1B, as amended; • The Massachusetts Sexual Harassment Statute, M.G.L. c. 214, § 1C, as amended; • The Massachusetts Consumer Protection Act, M.G.L. c. 93A, as amended; • The Massachusetts Small Necessities Leave Act, M.G.L. c. 149, § 52D, as amended; • Any other federal, state or local civil or human rights lawslaw, whistleblower lawsrule, regulation, or any other local, state or federal law, regulations and ordinancesordinance; ● All • Any public policy, contract, tort, or common lawslaw; and ● All allegations or • Any claim for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein The Executive agrees and understands that this Agreement provides a full and final general release covering all known and unknown and anticipated and unanticipated injuries, debts, or damages which may have arisen, or which may arise, connected with all matters from the beginning of time to the contrarydate of this Agreement, as well as those injuries, debts, claims or damages now known or disclosed which may have arisen, or which may arise, from the sole matters to which Executive’s employment with or separation from the Agreement and General Release do Company as described above or otherwise, provided that this release does not apply are: to (i) Employeeany claims for workers’ compensation benefits (including disability payments), or unemployment insurance benefits, (ii) any rights pursuant to any qualified retirement or welfare benefit plan maintained by the Company, (iii) any rights to be indemnified by the Company pursuant to the Company’s Articles of Organization or bylaws, applicable law, or rights of indemnification and directors and officers liability under any Company insurance coverage to which the Executive was entitled immediately prior to __________ __policy, 20__ with regard to (iv) the Executive’s service as an officer and director of the Company rights under this Agreement, or (including, without limitation, under Article 15 of the Severance Agreement); (iiv) EmployeeExecutive’s rights under pursuant to the equity award agreements listed on Exhibit A hereto. Additionally, nothing in this Agreement shall be interpreted to prohibit the Executive from filing a discrimination claim with any taxanti-qualified pension plan discrimination agency, or claims for accrued vested benefits under from participating in a discrimination investigation or proceeding conducted by any such agency. However, by signing this Agreement, the Executive acknowledges that he is waiving any and all rights to money damages and any other employee benefit plan, policy relief that might otherwise be available should he or arrangement maintained by the Company or any other entity pursue claims (other than a claim under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iiiAge Discrimination in Employment Act) Employee’s rights under Article 7 or Article 11 of against the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the CompanyReleasees.
Appears in 1 contract
General Release of Claims. Employee knowingly As further specific consideration, and voluntarily in recognition that the terms of this Section 3.1 are a material reason for the Company to enter into this Agreement, Executive releases and forever discharges discharges, to the Company fullest extent permitted by law, any and all Released Parties (defined below) from any and all claims, rightsdemands, causes of action, demandsliabilities, fees costs, expenses, and damages (including attorneys’ fees, fees and liabilities costs actually incurred) of any kind whatsoever, whether known or known, unknown, against the Companyor suspected, that Employee haswhether contingent, has ever had not contingent, asserted or may have as of not asserted, and whether based in common law, tort, contract, or any federal, state, or local law, statute, regulation, or emergency order or proclamation, arising at any time up to the date of execution of Executive signed this Agreement (“Released Claims”). Such Released Claims include, by way of example and General Releasewithout limitation, any claims of breach of contract, violation of public policy, defamation or other torts, mental distress, lost wages, lost benefits, discrimination of any sort, harassment, whistleblower claims, retaliation, or wrongful or constructive discharge, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act the following laws (including any and all amendments Separation Agreement and General Release Page 7 of 1990; ● The National Labor Relations Act, as amended; ● 13 Executive’s Initials KC to them): (a) Title VII of the Civil Rights Act of 1964, as amended; ● The Civil Rights Act of 1991; ● (b) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● The Employee (c) the Executive Retirement Income Security Act of 19741974 (ERISA) (except for claims for any vested benefits which cannot, as amendeda matter of law, be waived); ● The (d) the Immigration Reform and Control Act, as amended; ● The (e) the Americans with Disabilities Act; (f) the Age Discrimination in Employment Act of 1990, 1967 (“ADEA”) as amendedamended and the Older Workers Benefit Protection Act (OWBPA); ● The Worker (g) the Uniform Services Employment and Re-Employment Rights Act (USERRA); (h) the Workers Adjustment and Retraining Notification Act, as amended; ● The Occupational (i) the Fair Credit Reporting Act; (j) the Washington Law Against Discrimination; (k) the Washington Minimum Wage Act; (l) the Washington Equal Pay and Opportunities Act; (m) Washington state laws regarding protected leaves of absence; (n) the retaliation provisions of the Washington Workers’ Compensation Act; (o) the Washington Industrial Safety and Health Act, as amendedAct (WISHA); ● The Family (p) Washington state and Medical Leave Act of 1993local ordinances providing for paid sick leave; ● All (q) any other federal, state state, or local civil or human rights lawslaw, whistleblower lawsrule, regulation, or ordinance; (r) any other local, state or federal law, regulations and ordinances; ● All public policy, contract, tort, or common lawslaw; and ● All allegations or (s) any law, regulation, rule, equitable principle, contractual obligation, or common law provision allowing for damages, costs, attorneys’ fees, and or other fees or expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ connection with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of employment with the Company. Executive acknowledges that this Agreement constitutes a full and final settlement of any and all Released Claims, and this Agreement releases the Released Parties from any further liability to Executive (or to anyone else Executive has power to bind in this Agreement) in connection with any such claims.
Appears in 1 contract
General Release of Claims. Employee knowingly I hereby voluntarily release Company, and voluntarily releases its subsidiaries, partners, affiliates, owners, agents, officers, directors, employees, successors and forever discharges assigns, and all related persons, individually and in their official capacities (hereinafter collectively referred to as the Company “Released Parties”), of and from any and all claims, rightsknown and unknown, causes relating to my employment or cessation of actionemployment that I, demandsmy heirs, fees costsexecutors, expensesadministrators, including attorneys’ feessuccessors, and liabilities of any kind whatsoeverassigns, whether known or unknown, against the Company, that Employee has, has ever had have or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act any of 1990; ● The (a)The National Labor Relations Act, as amended; ● Title VII of the Civil Rights Act of 1964, as amended; ● The Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● Civil Rights Act of 1991; The Employee Retirement Income Security Act of 1974, as amended1974 (“ERISA”); ● The Immigration Reform and Control Act, as amendedAge Discrimination in Employment Act of 1967; ● The Americans with Disabilities Act of 1990, as amended; ● The Worker Adjustment and Retraining Notification Fair Credit Reporting Act, as amended; ● The Fair Labor Standards Act; The Occupational Safety and Health Act, as amended; ● The Family and Medical Leave Act of 1993; ● All Executive Order 11246; The New York Equal Pay Law; The New York Human Rights Law; The New York Civil Rights Law; The New York State Wage and Hour Laws; The New York Labor Law, The New York Executive Law, The New York Occupational Safety and Health Laws, The New York City Administrative Code, The New York City Human Rights Law, and the New York City Earned Safe and Sick Time Act; including any amendment, consolidation or re-enactment of any of the foregoing, or (b) any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All (c) any public policy, contract, tort, or common lawslaw; and ● All allegations or (d) any claims for vacation, sick or personal leave, pay or payment pursuant to any practice, policy, handbook, or manual of Company; or any allegation for costs, fees, and fees or other expenses including attorneys’ fees and expert’s fees incurred in these matters. Notwithstanding anything herein the foregoing, the release set forth in this Section 4 shall not apply to any vested employee benefits accrued by me prior to the contrary, the sole matters to which the Agreement and General effective date of this Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan compensation or claims for accrued vested benefits under any other employee benefit planplans, policy or arrangement programs and arrangements maintained by Company for the Company or under the Consolidated Omnibus Budget Reconciliation Act benefit of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; its employees and (iv) Employee’s rights as a stockholder of the Companysubject to ERISA.
Appears in 1 contract
Samples: Executive Employment Agreement (XpresSpa Group, Inc.)
General Release of Claims. Employee knowingly and voluntarily releases and forever discharges Employer, its parent, affiliates, subsidiaries, divisions, predecessor companies, their successors and assigns, their affiliated and predecessor companies and the Company current and former employees, attorneys, shareholders, members, officers, directors, managers and agents thereof and the current and former trustees or administrators of any pension or other benefit plan applicable to the employees or former employees of Employer (collectively referred to throughout the remainder of this Agreement as "Releasees"), of and from any and all claims, demands, liabilities, obligations, promises, controversies, damages, rights, actions and causes of action, demands, fees costs, expenses, including attorneys’ fees, known and liabilities of any kind whatsoever, whether known or unknown, against which the Company, that Employee has, has ever had or may have against Releasees as of the date of execution of this Agreement and General ReleaseAgreement, includingincluding without limitation any allegations of breach of contract or unlawful discrimination, but not limited to, as well as any alleged violation ofof or claims relating to or arising under: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● Title VII of the Civil Rights Act of 1964, as amended; ● The Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● The Employee Retirement Income Security Act of 1974, as amended; ● The Immigration Reform and Control Act, as amended; ● The Americans with Disabilities Act of 1990, as amended; ● The Worker Adjustment and Retraining Notification Age Discrimination in Employment Act, as amended; ● The Occupational Safety and Health Act, as amended; ● The Family and Medical Leave Consolidated Omnibus Budget Reconciliation Act of 19931985; ● All The Virginia Human Rights Act; Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other federal, local, or state or federal law, regulations and ordinances; ● All cause of action alleging violation of public policy, contract, tort, or common lawslaw; and ● All allegations or Any allegation for costs, fees, and or other expenses including attorneys’ ' fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director all of the Company (includingabove collectively referred to as "Claims"). This release is intended to be a general release, and excludes only those claims under any statute or common law that Employee is legally barred from releasing. Employee is advised to seek independent legal counsel if Employee needs clarification on the scope of this release. The release in this Paragraph 4 is intended to be a general release, and excludes only those claims under any statute or common law that Employee is legally barred from releasing. Nothing in this Agreement is intended to or shall prevent Employee from: a) filing a charge of discrimination with the U.S. Equal Employment Opportunity Commission or any federal, state, or local government agency and/or cooperating with any such agency in any investigation or b) to challenge the knowing and voluntary nature of the waivers and releases contained in this Agreement. Employee, however, explicitly waives any right to file a personal lawsuit, and similarly waives any right to receive monetary damages that the agency may recover against Releasees, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under regard as to who brought any tax-qualified pension plan said complaint or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Companycharge.
Appears in 1 contract
Samples: Separation Agreement (Rock Creek Pharmaceuticals, Inc.)
General Release of Claims. Employee knowingly In return for the Consideration described above, you agree to release us and voluntarily releases and forever discharges the Company our Professional Employer Organization, TriNet Group Inc., from any and all claimsobligations, rightsliabilities, suits, actions, causes of action, demandscontroversies, fees costsagreements, expenses, including attorneys’ feespromises, and liabilities claims in law or equity (“Claims”), which you may now have, ever had, or will ever have against us relating to, or arising out of, your employment by us and all events, acts or omissions of any kind whatsoeverthat have occurred up until the date this Release becomes effective, whether known or unknownnot you now know of any such Claims. By signing this Release, against the Companyyou waive, that Employee hasrelease and forever discharge us from any claims, has ever had suits, charges or may have as of allegations existing on the date you signed the Release, including but not limited to contract claims such as wrongful discharge or breach of execution of this Agreement contract, tort claims such as negligence, fraud, fraudulent inducement, or defamation, and General Releaseanti-discrimination or equal employment opportunity claims you may have, including, but not limited to, any alleged violation of: ● The Age Discrimination federal, state, local or administrative claims arising under the following (in Employment each case as amended to date):
(a) the Civil Rights Acts of 1866, 1870 and 1871;
(b) the Equal Pay Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● 1963;
(c) Title VII of the Civil Rights Act of 1964, as amended; ● ;
(d) The Civil Rights Act of 1991; ● Sections 1981 through 1988 1968;
(e) the Age Discrimination in Employment Act;
(f) the Family and Medical Leave Act;
(g) the Rehabilitation Act of Title 42 1973;
(h) the Vietnam-Era Veterans’ Readjustment Assistance Act of 1974;
(i) the United States Code, as amended; ● The Veteran’s Reemployment Rights Act;
(j) the Immigration Reform and Control Act;
(k) the Americans with Disabilities Act of 1990;
(l) the Employee Retirement Income Security Act of 1974, as amended; ● The Immigration Reform and Control Act, as amended; ● The Americans with Disabilities Act of 1990, as amended; ● The Worker Adjustment and Retraining Notification Act, as amended; ● The Occupational Safety and Health Act, as amended; ● The Family and Medical Leave Act of 1993; ● All other federal, state or local civil or human rights laws, whistleblower laws, or amended (except for any other local, state or federal law, regulations and ordinances; ● All public policy, contract, tort, or common laws; and ● All allegations for costs, fees, and other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee tax qualified benefit plan, policy or arrangement maintained by );
(m) the Company or under the Consolidated Omnibus Budget Reconciliation Civil Rights Act of 19851991;
(n) the Older Workers’ Benefits Protection Act;
(o) the California Fair Employment and Housing Act;
(p) California Labor Code § 1102.5, as amendedrelating to political activity by employees;
(q) any applicable federal, state, or local anti-discrimination or equal employment opportunity statues or regulations; and,
(iiir) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the CompanyCalifornia Labor Code section 970 et. seq.
Appears in 1 contract
Samples: Separation and Release Agreement (BrightSource Energy Inc)
General Release of Claims. (a) In consideration for the Severance provided in this Agreement, Employee knowingly and voluntarily releases and forever discharges City, its elected officials, current and former employees, agents, attorneys, and insurers, both individually and in their business capacities, and their benefit plans and programs and their administrators and fiduciaries (collectively referred to throughout the Company remainder of this Agreement as “Releasees”) of and from any and all claims, rightsdemands, and causes of action, demandsobligations, fees costsjudgments, expensesrights, fees, damages, debts, obligations, liabilities, and expenses (including attorneys’ fees, and liabilities ) of any kind whatsoeverwhatsoever (collectively, “Claims”), whether known or unknown, against the Companyasserted or unasserted, that which Employee has, has ever had or may have against Releasees as of the date of Employee’s execution of this Agreement and General ReleaseAgreement, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended1974 (except for any vested benefits under any tax-qualified benefit plan); ● • The Immigration and Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Worker Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Fair Credit Reporting Act, as amended; ● • The Family and Medical Leave Act; • The Equal Pay Act; • The Genetic Non-Discrimination Act of 19932008; ● All • Any other federal, state state, or local civil or human rights laws, whistleblower laws, or any other local, state or federal law, regulations and ordinancesrule, regulation or ordinance that legally may be released; ● All • Any public policy, contractcontract (express and implied), tort, or common lawslaw, including, but not limited to claims of breach of an expressed or implied contract, tortious interference with contract or prospective business advantage, breach of the covenant of good 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, or negligent or intentional infliction of emotional distress; and ● All allegations or • Any basis for recovering costs, fees, and or other expenses including attorneys’ fees incurred in these matters.
(b) Employee is not waiving any rights Employee may have to: Employee’s own vested accrued retirement benefits under Employee’s participation in State sponsored retirement plans; benefits and/or the right to seek benefits under applicable workers’ compensation and or unemployment compensation statutes; pursue claims which by law cannot be waived by signing this Agreement; enforce this Agreement; and/or challenge the validity of this Agreement.
(c) Nothing in this Agreement prohibits or prevents Employee from filing a charge with or participating, testifying, or assisting in any investigation, hearing, or other proceeding before any federal, state, or local government agency. Notwithstanding anything herein However, to the contrarymaximum extent permitted by law, the sole matters Employee agrees that if such an administrative claim is made, Employee shall not be entitled to which the Agreement and General Release do recover any individual monetary relief or other individual remedies.
(d) If any claim is not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage subject to which the Executive was entitled immediately prior to __________ __release, 20__ with regard to the Executive’s service as an officer and director of the Company (includingextent permitted by law, without limitationEmployee waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any taxcollective, or multi-qualified pension plan party action or claims for accrued vested benefits under proceeding based on such a claim in which City or any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as Releasee identified in this Agreement is a stockholder of the Companyparty.
Appears in 1 contract
Samples: Separation Agreement
General Release of Claims. (A) The Employee knowingly and voluntarily releases and forever discharges the Company Employer from any and all actions, causes of action, contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions, understandings, agreements, promises, claims regarding stock, stock options or other forms of equity compensation, commitments, damages, fees and liabilities, responsibilities and any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, executions and liabilities of any kind whatsoeverwhatsoever kind, whether nature or description, oral or written, known or unknown, matured or unmatured, suspected or unsuspected at the present time, in law or in equity, whether known and unknown, against Employer, which the Company, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Age Discrimination in Employment Act of 1967, as amended; • The Older Workers Benefit Protection Act of 1990; • The Worker Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Family and Medical Leave Act of 1993; ● All • Any wage payment and collection, equal pay and other similar laws, acts and statutes of the Commonwealth of Massachusetts; • Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All • Any public policy, contract, tort, or common lawslaw; and ● All allegations or • Any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s express rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company Employer or under COBRA; (ii) Employee’s rights under the Consolidated Omnibus Budget Reconciliation Act provisions of 1985, as amendedthe Employment Agreement which are intended to survive termination of employment; (iii) Employee’s rights under Article 7 as a stockholder; or Article 11 (v) any rights of the Severance Agreement, as the case may be; and (iv) Employee’s rights Executive to indemnification as a stockholder Director or Officer of the Company.
(B) For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the undersigned parties, except as expressly provided under paragraph (C) immediately below, the Company does hereby remise, release, acquit and forever discharge Employee of and from all actions, causes of action, contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions, understandings, agreements, promises, commitments, damages, responsibilities and any and all claims, demands, executions and liabilities of whatsoever kind, nature or description, oral or written, known or unknown, matured or unmatured, suspected or unsuspected at the present time, in law or in equity, including, without limitation, any claims which have heretofore arisen or which may arise out of or are or may be in any way or in any manner connected with or related to Employee’s acts performed for, on behalf and in the name of the Company, any actions taken by Employee in her capacity as an officer of the Company, or the Employee’s employment by the Company, which the Releasing Party ever had, now has or hereafter can, shall or may have against the Released Party, from the beginning of the world to the date hereof.
(C) Expressly excluded from the above release of all claims are any and all claims which result from any of the following upon final adjudication thereof by a court of competent jurisdiction after all appeal periods have lapsed or have been waived by the relevant party: (i) theft, embezzlement or forgery by Employee relating to the Company, its clients or former clients or its affiliated companies; (ii) gross negligence or actual or constructive fraud by Employee in the conduct of the Company’s business or in the conduct of the affairs of any client or former client of the Company; and (iii) breach of any duty owed by Employee under applicable law including, but not limited to, breach of any fiduciary duty or breach of any other legal duty by Employee in the conduct of the Company’s business as an officer of the Company, or in the conduct of the affairs of any client or former client of the Company.
(D) The parties recognize and agree that the Employee’s right to receive any bonus payment to which the Employee may be entitled under Section 8 of the Executive Employment Agreement, including any bonus-related portion of the Accrued Amount, can only be established after the review and calculations of the applicable fiscal year bonus entitlements are made by the Board of Directors (including any committee thereof). Once such calculations are made by the Board of Directors (including any committee thereof), the Employee’s right to receive any applicable bonus-related portion of the Accrued Amount shall be accrued and paid as promptly as practicable following a determination of the bonus by the Board of Directors (or any committee thereof) in the event the Employee is entitled to be paid such bonus under the provisions of Section 8(a)-(d) of the Executive Employment Agreement. Notwithstanding the foregoing, if the Employee is terminated by the Company without Cause, or by the Executive for Good Reason, the Board of Directors (including any committee thereof) shall use its best efforts to meet as promptly as practicable within 30 days following any notice of such termination by the Company without Cause, or by the Executive for Good Reason, in order to make a good faith determination of any bonus-related portion of the Accrued Amount and to pay such any bonus-related portion of the Accrued Amount (if earned) within 30 days of the determination by the Board of Directors (including any committee thereof).
Appears in 1 contract
General Release of Claims. Employee Matsuyama knowingly and voluntarily releases and forever discharges discharges, to the Company full extent permitted by law, Cascade, its parent corporation, affiliates, subsidiaries, divisions, successors, predecessors and assigns and the current and former employees, attorneys, insurers, partners, owners, officers, directors, shareholders, agents thereof, the employee benefit plan for Cascade, plan fiduciaries and plan administrators (whether internal or external), (collectively referred to as “Releasees”), of and from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, known and liabilities of any kind whatsoever, whether known or unknown, against the Companyasserted and unasserted, that Employee has, Matsuyama has ever had or may have against Releasees as of the date of execution of this Retirement Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Worker Workers Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Xxxxxxxx-Xxxxx Act of 2002; • The Family and Medical Leave Act, as amended to the extent permitted by law; • The Equal Pay Act, as amended; • Washington Law Against Discrimination, as amended, RCW 49.60 et seq.; • The National Labor Relations Act; • The Age Discrimination in Employment Act of 19931967, as amended; ● All • The Older Workers Benefit Protection Act; • The Consolidated Omnibus Budget Reconciliation Act (“COBRA”), to the extent permitted by law; • Any provision of Title 49 of the Revised Code of Washington; • The Washington Minimum Wage Law, as amended, to the extent permitted by law; • Any provision of Title 296 of the Washington Administrative Code; • Any claim for failure to pay wages, bonuses, or commissions, including any claim for liquidated or double damages, to the extent permitted by law; • The Industrial Insurance Act of Washington, as amended, to the extent permitted by law; • The Washington Consumer Protection Act, RCW 19.86 et seq.; • Any claim under a Collective Bargaining Agreement; • Any claim for negligent misrepresentation, intentional misrepresentation or fraud; • Any claim for intentional injury, intentional infliction of emotional distress, negligence, negligent infliction of emotional distress, negligent hiring, supervision or retention, or defamation; • Any claim for disparate impact on any basis; • Any claim for discrimination, harassment, failure to accommodate or retaliation; • Any public policy, contract, tort, or common law, including but not limited to claim(s) for wrongful termination in violation of public policy, wrongful termination for any reason, or constructive discharge; • Any claim for breach of any term or condition of an employee handbook or policy manual, including any claim for breach of any promise of specific treatment in specific circumstances; • Any claim for breach of contract, including but not limited to an employment contract; • Any claim for violation of any legal or equitable duty of good faith and fair dealing; • Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All public policy, contract, tort, or common laws; and ● All allegations • Any claim for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein the foregoing, the release set forth in this section shall not apply to any vested benefits accrued by Matsuyama prior to the contrary, the sole matters to which the effective date of this Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension compensation or benefit plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by Cascade for the Company or under the Consolidated Omnibus Budget Reconciliation Act benefit of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; its employees and (iv) Employee’s rights as a stockholder of the Companysubject to ERISA.
Appears in 1 contract
General Release of Claims. Employee knowingly and voluntarily releases and forever discharges the Company Employer from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or and unknown, against the CompanyEmployer, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● · The National Labor Relations Act, as amended; ● · Title VII of the Civil Rights Act of 1964, as amended; ● · The Civil Rights Act of 1991; ● · Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● · The Employee Retirement Income Security Act of 1974, as amended; ● · The Immigration Reform and Control Act, as amended; ● · The Americans with Disabilities Act of 1990, as amended; ● · The Age Discrimination in Employment Act of 1967, as amended; · The Older Workers Benefit Protection Act of 1990; · The Worker Adjustment and Retraining Notification Act, as amended; ● · The Occupational Safety and Health Act, as amended; ● · The Family and Medical Leave Act of 1993; ● All · The STATE Civil Rights Act, as amended; · The STATE Minimum Wage Law, as amended; · Equal Pay Law for STATE, as amended; · Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All · Any public policy, contract, tort, or common lawslaw; and ● All allegations or · Any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) the Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive he was entitled immediately prior to __________ __September 28, 20__ 2012 with regard to the Executive’s his service as an officer and director of the Company Employer (including, without limitation, under Article 15 Sections 19 and 20 of the Severance Employment Agreement); (ii) the Employee’s rights of indemnification and directors and officers liability insurance coverage to which he will continue to be entitled to as the Chairman of the Board of Directors of Employer; (iii) the Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company Employer or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedCOBRA; (iiiiv) the Employee’s rights under Article 7 or Article 11 the provisions of the Severance Agreement, as the case may beEmployment Agreement which are intended to survive termination of employment; and (ivv) the Employee’s rights as a stockholder of the Companystockholder.
Appears in 1 contract
General Release of Claims. Employee (A) Executive and the Executive’s heirs, executors, administrators, successors and assigns (collectively referred to throughout this Agreement as “Employee”) knowingly and voluntarily releases release and forever discharges discharge the Company and its affiliates, subsidiaries, divisions, benefit plans, successors and assigns in such capacity, and the current, future and former employees, officers, directors, trustees and agents thereof (collectively referred to as “Employer”) from any and all actions, causes of action, contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions, understandings, agreements, promises, claims regarding stock, stock options or other forms of equity compensation, commitments, damages, fees and liabilities, responsibilities and any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, executions and liabilities of any kind whatsoeverwhatsoever kind, whether nature or description, oral or written, known or unknown, matured or unmatured, suspected or unsuspected at the present time, in law or in equity, whether known and unknown, against Employer, which the Company, that Employee has, has ever had or may have as of the date of Executive’s execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● - Title VII of the Civil Rights Act of 1964, as amended; ● - The Civil Rights Act of 1991; ● - Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● - The Employee Retirement Income Security Act of 1974, as amended; ● - The Immigration Reform and Control Act, as amended; ● - The Americans with Disabilities Act of 1990, as amended; ● - The Age Discrimination in Employment Act of 1967, as amended; - The Older Workers Benefit Protection Act of 1990; - The Worker Adjustment and Retraining Notification Act, as amended; ● - The Occupational Safety and Health Act, as amended; ● - The Family and Medical Leave Act of 1993; ● All - The Massachusetts Wage Act; - Massachusetts anti-discrimination laws, M.G.L Chapter 151B- Any wage payment and collection, equal pay and other similar laws, acts and statutes of the Commonwealth of Massachusetts or the United States; - Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All - Any public policy, contract, tort, or common lawslaw; and ● All allegations or - Any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s express rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company Employer or under COBRA; (ii) Employee’s rights under the Consolidated Omnibus Budget Reconciliation Act provisions of 1985, as amendedthe Employment Agreement which are intended to survive termination of employment; (iii) Employee’s rights under Article 7 as a stockholder; or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s any rights of the Executive to indemnification as a stockholder Director or Officer of the Company.
Appears in 1 contract
Samples: Executive Employment Agreement (Eloxx Pharmaceuticals, Inc.)
General Release of Claims. Employee (A) Executive and the Executive’s heirs, executors, administrators, successors and assigns (collectively referred to throughout this Agreement as “Employee”) knowingly and voluntarily releases release and forever discharges discharge the Company and its affiliates, subsidiaries, divisions, benefit plans, successors and assigns in such capacity, and the current, future and former employees, officers, directors, trustees and agents thereof (collectively referred to as “Employer”) from any and all actions, causes of action, contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions, understandings, agreements, promises, claims regarding stock, stock options or other forms of equity compensation, commitments, damages, fees and liabilities, responsibilities and any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, executions and liabilities of any kind whatsoeverwhatsoever kind, nature or description, oral or written, known or 177505654 v5 unknown, matured or unmatured, suspected or unsuspected at the present time, in law or in equity, whether known or and unknown, against Employer, which the Company, that Employee has, has ever had or may have as of the date of Executive’s execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● - Title VII of the Civil Rights Act of 1964, as amended; ● - The Civil Rights Act of 1991; ● - Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● - The Employee Retirement Income Security Act of 1974, as amended; ● - The Immigration Reform and Control Act, as amended; ● - The Americans with Disabilities Act of 1990, as amended; ● - The Age Discrimination in Employment Act of 1967, as amended; - The Older Workers Benefit Protection Act of 1990; - The Worker Adjustment and Retraining Notification Act, as amended; ● - The Occupational Safety and Health Act, as amended; ● - The Family and Medical Leave Act of 1993; ● All - The Massachusetts Wage Act; - Massachusetts anti-discrimination laws, M.G.L Chapter 151B-Any wage payment and collection, equal pay and other similar laws, acts and statutes of the Commonwealth of Massachusetts or the United States; - Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All - Any public policy, contract, tort, or common lawslaw; and ● All allegations or - Any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s express rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company Employer or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedCOBRA; (iiiii) Employee’s rights under Article 7 or Article 11 the provisions of the Severance Agreement, as Employment Agreement which are intended to survive termination of employment; ; or (iii) any rights of the case may be; and (iv) Employee’s rights Executive to indemnification as a stockholder Director or Officer of the Company.. 177505654 v5
Appears in 1 contract
Samples: Executive Employment Agreement (Eloxx Pharmaceuticals, Inc.)
General Release of Claims. For and in consideration of the payments and other benefits described in the Employment Agreement dated as of , 2011 (the “Agreement”) by and among Omthera Pharmaceuticals, Inc. (the “Company”), and Xxxxxxx Xxxxxxxx (the “Employee”) and for other good and valuable consideration, the Employee knowingly and voluntarily hereby releases and forever discharges the Company and its respective divisions, operating companies, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, officers, directors, trustees, employees, agents, shareholders, administrators, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released Parties”) from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities claims of any kind whatsoeverarising out of or related to the Employee’s employment with the Company, the Employee’s separation from employment with the Company or derivative of the Employee’s employment, which the Employee now has or may have against the Released Parties, whether known or unknownunknown to the Employee, against the Company, that Employee has, has ever had by reason of facts which have occurred on or may have as of prior to the date that the Employee has signed this General Release of execution of this Agreement and General Releaseclaims. Such released claims include, including, but not limited towithout limitation, any alleged violation of: ● The of the Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended, the Older Worker Benefits Protection Act; ● Title VII of the Civil civil Rights Act of 1964, as amended; ● The Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● The the Civil Rights Act of 1991; the Equal Pay Act; the Americans with Disabilities Act; the Rehabilitation Act; the Family and Medical Leave Act; the Fair Labor Standards Act; the Employee Retirement Income Security Act of 1974, 1974 as amended; ● The Immigration Reform and Control Act, as amended; ● The Americans with Disabilities Act of 1990, as amended; ● The the Worker Adjustment and Retraining Notification Act, as amended; ● The the National Labor Relations Act; the Fair Credit Reporting Act; the Occupational Safety and Health Act, as amended; ● The Family the Uniformed Services Employment and Medical Leave Reemployment Act; the Employee Polygraph Protection Act; the Immigration Reform control Act; the retaliation provisions of the Xxxxxxxx-Xxxxx Act of 19932002; ● All the Federal False claims Act; the New Jersey Law Against Discrimination; the New Jersey Domestic Partnership Act; the New Jersey Conscientious Employee Protection Act; the New Jersey Family Leave Act; the New Jersey Wage and Hour Law; the New Jersey Equal Pay Law; the New Jersey Occupational Safety and Health Law; the New Jersey Smokers’ Rights Law; the New Jersey Workers’ Compensation Law (and including any and all amendments to the above) and/or any other alleged violation of any federal, state or local civil law, regulation or human rights lawsordinance, whistleblower laws, and/or contract or any other localalleged violation of any federal, state or federal local law, regulations regulation or ordinance, and/or contract or implied contract or tort law or public policy or whistleblower claim, having any bearing whatsoever on the Employee’s employment by and ordinances; ● All public policythe termination of the Employee’s employment with the Company, contractincluding, tortbut not limited to, any claim for wrongful discharge, back pay, vacation pay, sick pay, wage, commission or common laws; and ● All allegations for bonus payment, money or equitable relief or damages of any kind, attorneys’ fees, costs, feesand/or future wage loss. It is understood that this General Release of Claims is not intended to and does not affect or release any future rights or any claims arising after the date hereof. Notwithstanding the foregoing, nothing herein shall release the Company against the benefits of or any claims by the Employee under the indemnification provisions of the Company’s certificate of incorporation as may be amended or restated from time to time. In addition the Company agrees that with respect to any liability arising from Employee’s actions while employed by the Company, the Employee will continue to be covered by the applicable directors and officers insurance generally covering directors and officers of the Company following his last date of employment. Notwithstanding the foregoing provisions of this General Release of Claims, to the extent there is a conflict between this General Release of Claims, on one hand, and the applicable directors and officers insurance, on the other, the Employee’s benefits under the applicable insurance plan/policy will remain in full force and effect control. The Employee understands that the consideration provided to him under the terms of the Agreement or otherwise does not constitute any admission by the Company that it has violated any law or legal obligation. The Employee agrees, to the fullest extent permitted by law, that he will not commence, maintain, prosecute or participate in any action or proceeding of any kind against the Company based on any of the claims waived herein occurring up to and including the date of his signature. The Employee represents and warrants that he has not done so as of the effective date of this General Release of Claims. Notwithstanding the foregoing agreement, representation and warranty, if the Employee violates any of the provisions of this paragraph, the Employee agrees to indemnify and hold harmless the Company from and against any and all costs, attorneys’ fees and other expenses authorized by law which result from, or are incident to, such violation. This paragraph is not intended to preclude the Employee from (1) enforcing the terms of the Agreement; (2) challenging the knowing and voluntary nature of this General Release of Claims; or (3) filing a charge or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission. The Employee further agrees to waive his right to any monetary or equitable recovery should any federal, state or local administrative agency pursue any claims on his behalf arising out of or related to his employment with and/or separation from employment with the company and promises not to seek or accept any award, settlement or other monetary or equitable relief from any source or proceeding brought by any person or governmental entity or agency on his behalf or on behalf of any class of which he is a member with respect to any of the claims he has waived. The Employee acknowledges and agrees that the Employee has read this General Release of Claims carefully, and acknowledges that he has been given at least twenty one (21) days from the date of receipt of this General Release of Claims to consider all of its terms and has been advised to consult with any attorney and any other advisors of the Employee’s choice prior to executing this General Release of Claims. The Employee fully understands that, by signing below, the Employee is voluntarily giving up any right which the Employee may have to xxx or bring any other claims against the Released Parties, including attorneys’ fees incurred any rights and claims under the Age Discrimination in these mattersEmployment Act. Notwithstanding anything herein The terms of this General Release of Claims shall not become effective or enforceable until eight (8) days following the date of its execution by the Employee, during which time the Employee may revoke the Agreement. The Employee may revoke the Agreement by notifying the Company in writing (to the contraryattention of the President and Chief Executive Officer). For the Employee’s revocation to be effective, written notice must be received by the Company no later than the close of business on the eighth (8th) day after the Employee signs this General Release of Claims. The terms of this offer to provide the payments and other benefits described in Section 8(a) of the Agreement will expire if not accepted during the twenty one (21) day review period. The Employee agrees to keep confidential all information contained in this General Release of Claims and relating to this General Release of Claims, except (1) to the extent the Company consents in writing to such disclosure; (2) if the Employee is required by process of law to make such disclosure and the Employee promptly notifies the Company of his receipt of such process; or (3) because the Employee must disclose certain terms on a confidential basis to his financial consultant, attorney or spouse. This General Release of Claims shall be construed and enforced in accordance with, and governed by, the sole matters laws of the State of New Jersey, without regard to which the Agreement and principles of conflict of laws. If any clause of this General Release do of Claims should ever be determined to be unenforceable, it is agreed that this will not apply are: (i) Employee’s affect the enforceability of any other clause or the remainder of this General Release of Claims. This General Release of Claims is final and binding and may not be changed or modified except as set forth herein or in a writing signed by both parties. The parties have executed this General Release of Claims with full knowledge of any and all rights they may have, and they hereby assume the risk of indemnification and directors and officers liability insurance coverage to which any mistake in fact in connection wit the Executive was entitled immediately prior to __________ __true facts involved, 20__ or with regard to the Executive’s service as an officer and director of the Company (includingany facts which are now unknown to them. Date Xxxxxxx Xxxxxxxx, without limitationM.D. Date Omthera Pharmaceuticals, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Company.Inc.
Appears in 1 contract
Samples: Employment Agreement (Omthera Pharmaceuticals, Inc.)
General Release of Claims. Employee knowingly and voluntarily releases Except as stated in Paragraph 7, I hereby release and forever discharges the Company discharge ATK from any all claims and all claims, rights, causes of action, demandswhether I currently have knowledge of such claims and causes of action, fees costsarising, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or unknown, against the Company, that Employee has, has ever had or which may have as arisen, out of the date or in connection with my employment or termination of execution of this Agreement and General Release, includingemployment with ATK. This includes, but is not limited toto claims, demands or actions arising under any alleged violation of: ● The federal or state law such as the Age Discrimination in Employment Act of 1967(“ADEA”), as amended; ● The the Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act(“OWBPA”), as amended; ● Title VII of the Civil Rights Act of 19641964 (“Title VII”), as amended; ● The Civil Rights the Americans with Disabilities Act of 1991; ● Sections 1981 through 1988 of Title 42 of (“ADA”), the United States CodeFamily Medical Leave Act (“FMLA”), as amended; ● The the Employee Retirement Income Security Act of 19741978 (“ERISA”), as amended; ● The Immigration Reform and Control Act, as amended; ● The Americans with Disabilities Act of 1990, as amended; ● The the Worker Adjustment Retraining and Retraining Notification ActAct (“WARN”), as amended; ● The the Fair Labor Standards Act (“FLSA”), the National Labor Relations Act (NLRA”), the Occupational Safety and Health Act (“OSHA”), the Rehabilitation Act, the Utah Antidiscrimination Act, and Minn. Stat. Chap. 181, all as amended; ● The Family and Medical Leave Act of 1993; ● All . This General Release includes any state human rights or fair employment practices act, or any other federal, state or local civil statute, ordinance, regulation or human rights lawsorder regarding conditions of employment, whistleblower lawscompensation for employment, termination of employment, or discrimination or harassment in employment on the basis of age, gender, race, religion, disability, national origin, sexual orientation, or any other localprotected characteristic, state and the common law of any state. I further understand that this General Release extends to all claims which I may have as of this date against ATK based upon statutory or federal law, regulations and ordinances; ● All public policy, common law claims for breach of contract, tortbreach of employee handbooks or other policies, breach of promises, fraud, wrongful discharge, defamation, emotional distress, whistleblower claims, negligence, assault, battery, or common laws; and ● All allegations for costsany other theory, fees, and other expenses including attorneys’ fees incurred in these matterswhether legal or equitable. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and I agree that this General Release do not apply are: (i) Employee’s rights includes all damages available under any theory of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __recovery, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 any compensatory damages (including all forms of the Severance Agreementback-pay or front-pay); (ii) Employee’s , attorneys’ fees, liquidated damages, punitive damages, treble damages, emotional distress damages, pain and suffering damages, consequential damages, incidental damages, statutory fines or penalties, and/or costs or disbursements. Except as stated in Paragraph 7, I am completely and fully waiving any rights under any tax-qualified pension plan the above stated statutes, regulations, laws, or claims for accrued vested benefits under any other employee benefit plan, policy legal or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Companyequitable theories.
Appears in 1 contract
General Release of Claims. In exchange for the consideration and promises set forth in this Agreement, Employee knowingly and voluntarily hereby releases and forever discharges the Company and each of its divisions, affiliates, subsidiaries, operating companies, parent companies (including, but not limited to CVS Health Corporation and CVS Caremark), and their respective officers, directors, employees, supervisors, managers, predecessors, successors, assigns, and affiliates (collectively, the “Released Parties”) from any and all claims, rights, causes of action, demandslawsuits, fees costsproceedings, expensescomplaints, including charges, debts, contracts, judgments, damages, claims, and attorneys’ fees, and liabilities of any kind whatsoeverfees against the Released Parties, whether known or unknown, against the Companywhich Employee ever had, that now has or which Employee hasor Employee’s heirs, has ever had executors, administrators, successors or assigns may have as of prior to the date of execution of this Agreement and General Releaseis signed by Employee, including, without limitation, those due to any matter whatsoever relating to Employee’s employment, compensation, benefits, and/or termination of Employee’s employment with CVS or any of the Released Parties (collectively, the “Released Claims”). The Released Claims include, but are not limited to, any alleged violation of: ● The Age Discrimination in Employment Act claim that any of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The the Released Parties violated the National Labor Relations Act, as amended; ● Title VII of the Civil Rights Act of 1964, as amended; ● The Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● The the Employee Retirement Income Security Act of 1974Act, as amended; ● The the Immigration Reform and Control Act, as amended; ● The the Americans with Disabilities Act of 1990, as amended; ● The Worker Adjustment and Retraining Notification Act, as amended; ● The the Age Discrimination in Employment Act (including, without limitation, the Older Workers’ Benefit Protection Act), the Family and Medical Leave Act, the Occupational Safety and Health Act, as amended; ● The Family and Medical Leave the Consolidated Omnibus Budget Reconciliation Act of 19931985, Executive Order 11246, the federal Workers Adjustment and Retraining Notification Act and/or the Xxxxxxxx-Xxxxx Act of 2002, Public Law 107-204, including whistleblowing claims under 18 U.S.C. §§ 1514A and 1513(e); ● All any claim that any of the Released Parties violated any other federal, state or local civil or human rights lawsstatute, whistleblower laws, or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All any claim of unlawful discrimination of any kind (including, but not limited to the claims asserted in the charge; any public policy, contract, tort, or common lawslaw claim; and ● All allegations any claim for costs, fees, and or other expenses including attorneys’ fees incurred in these matters). Notwithstanding anything herein to the contraryforegoing, the sole matters to which the Agreement this release does not include any rights that Employee cannot lawfully waive, and General Release do shall not apply arerelease any claims or rights Employee has to: (ia) defense and indemnification from CVS or its insurers for actions taken by Employee in the course and scope of Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ employment with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement)CVS; (iib) Employee’s claims, actions, or rights arising under any tax-qualified pension plan or claims for to enforce the terms of this Agreement; (c) accrued vested benefits under any other retirement, employee benefit planbenefit, policy stock, pension or arrangement maintained deferred compensation plan sponsored by the Company or under the Consolidated Omnibus Budget Reconciliation Act CVS; and (d) that cannot be released as a matter of 1985law, as amended; (iii) including Employee’s rights under Article 7 or Article 11 of to COBRA, workers’ compensation, and unemployment insurance (the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of application for which shall not be contested by the Company).
Appears in 1 contract
General Release of Claims. Employee I knowingly and voluntarily releases release and forever discharges discharge the Company Released Parties of and from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, known and liabilities of any kind whatsoever, whether known or unknown, against the Company, that Employee has, has ever had I have or may have against the Released Parties as of the date of execution of this Agreement and General ReleaseAgreement, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Xxxxx Xxxxxxxxx Fair Pay Act of 2009; • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Worker Age Discrimination in Employment Act of 1967, as amended; • The Older Workers Benefit Protection Act; • The Family and Medical Leave Act of 1993, as amended; • The Workers Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Family and Medical Leave Genetic Information Nondiscrimination Act of 19932008; ● All • The Florida Civil Rights Act, as amended; • The Florida Minimum Wage Law, as amended; • Equal Pay Law for Florida, as amended; • State and federal whistleblower laws; • Health Insurance Portability and Accountability Act; • Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All • Any claim based on my employment or the termination of that employment, whether grounded in public policy, contract, tort, or common lawslaw or otherwise; and ● All allegations or • Any allegation for costs, fees, and or other expenses including attorneys’ ' fees incurred in these matters. Notwithstanding anything herein to the contraryBy entering into this Agreement, the sole matters to which the Agreement and General Release Released Parties do not apply are: admit they have violated any of these laws. Released Parties deny any liability to me whatsoever. I understand that this is a general release and nothing in this Agreement (ia) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement)releases any claim that by law cannot be released by private agreement; (iib) Employee’s rights limits my right to any benefit vested under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (ivc) Employee’s rights as a stockholder limits or affects my right to challenge the validity of the Companythis Agreement.
Appears in 1 contract
General Release of Claims. Employee Ball knowingly and voluntarily releases and forever discharges Calgon, its Affiliates (as the Company term is defined in Rule 12b-2 under the Securities Act of 1934, as amended), subsidiaries, divisions, successors and assigns, and the past and present employees, officers, directors and agents thereof (collectively referred to throughout this Second Release as “Releasees”), of and from any and all claims, demands, liabilities, obligations, promises, controversies, damages, rights, actions and causes of action, demandsknown and unknown, fees costswhich Ball, expenseshis heirs, including attorneys’ feesexecutors, administrators, successors, and liabilities of any kind whatsoever, whether known or unknown, against the Company, that Employee has, assigns (referred to collectively throughout this Agreement as “Ball”) has ever had or may have against Releasees as of the date of execution Ball’s signing of this Agreement and General Second Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Worker Adjustment Age Discrimination in Employment Act of 1967, as amended; • The Older Workers Benefit Protection Act; • The Xxxxxxxx-Xxxxx Act of 2002; • The National Labor Relations Act; • The Family and Retraining Notification Medical Leave Act, as amended; ● • Pennsylvania Human Relations Act; • Pennsylvania Wage Payment and Collection Law; • Pittsburgh City Code, Chapters 651-659; • The Occupational Safety and Health Act, as amended; ● • The Family and Medical Leave Equal Pay Act of 19931963; ● All • Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All • Any public policy, contract, tort, tort or common lawslaw; and ● All allegations or • Any claims for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director all of the Company (includingabove collectively referred to as “Claims”). This Second Release is intended to be a general release, without limitationand to cover any period after Ball has executed the Agreement, under Article 15 of the Severance Agreement); (ii) Employee’s rights and excludes only those claims under any tax-qualified pension plan statute or common law that Ball is legally barred from releasing. Ball is advised to seek independent legal counsel if Ball seeks clarification on the scope of this release. This Second Release does not include any claims relating to or arising from Ball’s enforcement of this Second Release or for accrued any benefits vested benefits under any other Calgon-sponsored employee benefit planplan (other than severance benefits), policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Companyfor any unemployment compensation benefits.
Appears in 1 contract
Samples: General Release Agreement (Calgon Carbon Corporation)
General Release of Claims. Employee knowingly and voluntarily releases and forever discharges the Company Employer of and from any and all claimsliabilities, rightsdebts, obligations, promises, covenants, agreements, contracts, controversies, suits, actions, causes of action, demandsjudgments, fees costsexecutions, expensesdamages, including attorneys’ fees, and liabilities and/or claims of any kind nature whatsoever, whether known or and unknown, against the Company, that which Employee has, has ever had or may have against Employer as of the date of Employee's execution of this Agreement and General ReleaseAgreement, includingincluding without limitation any claims for alleged violations of, but not limited or any claims relating to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● - The National Labor Relations Act, as amended; ● - Title VII of the Civil Rights Act of 1964, as amended; ● The Civil Rights Act of 1991; ● - Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● - The Employee Retirement Income Security Act of 1974, as amended; ● - The Immigration Reform and Control Act, as amended; ● - The Americans with With Disabilities Act of 1990, as amended; ● - The Worker Adjustment and Retraining Notification ActAge Discrimination in Employment Act of 1967, as amended; ● - The Family and Medical Leave Act of 1993, as amended; - The Fair Labor Standards Act of 1938, as amended; - The Occupational Safety and Health Act, as amended; ● - The Consolidated Omnibus Budget Reconciliation Act, as amended; - The Connecticut Family and Medical Leave Act of 1993Act; ● All - The Connecticut Human Rights and Opportunities laws, as amended; - The Connecticut Fair Employment Practices Act, as amended; - The Connecticut Minimum Wage Law, as amended; - The Equal Pay Law for Connecticut, as amended; - any other federal, state or local civil or human rights laws, whistleblower laws, law or any other localfederal, state or federal local law, regulations and ordinancesregulation or ordinance; ● All - any public policy, contract, tort, or common lawslaw; and ● All allegations for - any right to recover costs, fees, and or other expenses expenses, including attorneys’ fees ' fees, incurred in these matters. As used in this Section 5, the term "Employer" shall be deemed to include Employer and Employer's affiliates, subsidiaries, divisions, successors and assigns, and the current and former officers, directors, employees, shareholders and agents thereof. Notwithstanding anything herein to the contrarycontrary contained herein, nothing in this Agreement shall be deemed to release or affect in any way the sole matters Employee's rights, if any, with respect to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage any options granted to which Employee under the Executive was entitled immediately prior to __________ __Competitive Technologies, 20__ with regard to Inc. Restated Key Employees' Stock Option Plan or the Executive’s service as an officer and director of the Company (includingCompetitive Technologies, without limitationInc. 1997 Employees' Stock Option Plan As Amended January 24, under Article 15 of the Severance Agreement); 2003, (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit planthe Competitive Technologies, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985Inc. 401(k) Plan; or, as amended; (iii) Employee’s 's rights under Article 7 or Article 11 of pursuant to the Severance Agreement, as the case may be; and Indemnification provisions (ivSection 4.01) Employee’s rights as a stockholder of the Company's By-Laws as amended November 23, 1997.
Appears in 1 contract
General Release of Claims. In consideration of the commitments made in this Agreement, Employee knowingly hereby irrevocably and unconditionally, knowingly, and voluntarily releases releases, acquits, and forever discharges Kimco, its owners, affiliates, subsidiaries, divisions, insurers, reinsurers, attorneys, successors and assigns and the Company current and former employees, officers, directors and agents thereof, and their employee benefit plans and programs and their administrators and fiduciaries (collectively referred to throughout the remainder of this Agreement as “Employer”), from any each and all claimsevery cause of action or claim, rightsliability, causes of actionexpense, demands, fees costs, expensesfee and cost, including attorneys’ feesfees and costs, and liabilities of any kind whatsoeverwhich Employee ever had or now has, whether known or unknown, against the Companyasserted or unasserted, that which Employee has, has ever had or may have against Employer as of the date of execution of this Agreement Agreement, relating to or arising out of Plaintiff’s employment with and General Releaseseparation from the Company, includingor any affiliate thereof, including but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● · Title VII of the Civil Rights Act of 1964, as amended; ● · The Civil Rights Act of 1991; ● · Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● amended · The Employee Retirement Income Security Act of 1974, as amended; ● · The Immigration Reform and Control Act, as amended; ● · The Americans with Disabilities Act of 1990, as amended; ● · The Age Discrimination in Employment Act (“ADEA”); · The Family and Medical Leave Act, as amended; · The Worker Adjustment and Retraining Notification Act, as amended; ● · The Occupational Safety and Health Act, as amended, or the California Occupational Safety and Health Act, as amended; ● · The Family California Fair Employment and Medical Leave Housing Act, as amended; · The Xxxxxxxx-Xxxxx Act of 19932002; ● All · Any other federal, state or local civil or human rights laws, whistleblower laws, or any other local, state or federal law, regulations and ordinancesregulation or ordinance which may lawfully be released; ● All · Any public policy, contract, tort, or common lawslaw; and ● All allegations or · Any claim for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary· Any other federal, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __state or local civil, 20__ with regard to the Executive’s service as an officer and director of the Company (includinghuman rights, without limitationbias, under Article 15 of the Severance Agreement)whistleblower, discrimination, retaliation, compensation, employment, labor or other local, state or federal law, regulation or ordinance; (ii) Employee’s rights under any tax-qualified pension plan · Any benefit, payroll or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained program; · Any public policy, contract, tort, third-party beneficiary, retaliation or common law claim; or · Any claim for costs, fees, or other expenses, including attorneys’ fees. Likewise, Kimco knowingly and voluntarily releases and forever discharges Xx. Xxxxxxxx of and from any and all claims arising from or relating to his employment as of the date of execution of this Agreement. Employee releases any and all claims arising out of or related to any matter, including but not limited to Employee’s employment by or with the Company (hereinafter collectively referred to as "Claim" or under "Claims"), whether known or unknown, which Employee may now have, has ever had, or may in the Consolidated Omnibus Budget Reconciliation Act future have, arising from or in any way connected with any and all matters from the beginning of 1985time to the date of this Agreement. Notwithstanding the foregoing, as amended; the parties agree the scope of this release does not apply to any claims for workers’ compensation benefits (iii) including disability payments), unemployment insurance benefits, or claims for indemnification of Employee’s rights costs or expenses under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the CompanyCalifornia Labor Code Section 2802.
Appears in 1 contract
General Release of Claims. Employee knowingly and voluntarily releases and forever discharges Aspen, its parent corporation, affiliates, subsidiaries, divisions, predecessors, insurers, successors and assigns, and its current and former employees, attorneys, officers, directors and agents thereof, both individually and in their business capacities, and its employee benefit plans and programs and their administrators and fiduciaries (each a “Releasee” and collectively the Company “Releasees”), of and from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, known and liabilities of any kind whatsoever, whether known or unknown, against asserted or unasserted, which the Company, that Employee has, has ever had or may have against Releasees as of the date of execution of this Agreement and General ReleaseExecution Date, including, but not limited to, any alleged violation ofclaims related to the Employee’s employment or termination of employment. This release includes, but is not limited to, the following: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● Title VII of the Civil Rights Act of 1964, as amended; ● The Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● The Employee Retirement Income Security Act of 1974, as amended; ● The Immigration Reform and Control Act, as amended; ● The Americans with Disabilities Act of 1990, as amended; ● The Americans with Disabilities Act Amendments Act of 2008; Genetic Information Nondiscrimination Act of 2008; The Age Discrimination in Employment Act of 1967; The Older Workers Benefit Protection Act of 1990; The Rehabilitation Act of 1973; The Equal Pay Act of 1963; The Worker Adjustment and Retraining Notification Act, as amendedAct of 1988; ● The Occupational Safety and Health Act, as amended; ● The Family and Medical Leave Act of 1993; ● All The Employee Retirement Income Security Act of 1974 (except for any vested benefits under any tax qualified benefit plan); The Immigration Reform and Control Act of 1986; The Fair Credit Reporting Act of 1970; The Massachusetts Fair Employment Practices Statute; The Massachusetts Equal Rights Act; The Massachusetts Civil Rights Act; The Massachusetts Privacy Statute; The Massachusetts Sexual Harassment Statute; The Massachusetts Wage Act; The Massachusetts Minimum Fair Wages Act; The Massachusetts Equal Pay Act; The Massachusetts Paid Family and Medical Leave Law; any and all state or local laws addressing matters similar to those addressed by the foregoing federal and state laws; any other federal, state or local civil or human rights lawslaw, whistleblower lawsrule, regulation, or ordinance; any other local, state or federal law, regulations and ordinances; ● All public policy, contractcontract claim, tort, or common lawslaw; and ● All allegations any basis for recovering costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein This release covers both claims Employee knows about and those Employee may not know about, and is binding upon Employee and Employee’s successors, assigns and heirs. Employee also represents that Employee has not pledged, given or sold any portion of any claim discussed in this Agreement to anyone else. If any claim is not subject to release, to the contraryextent permitted by law, the sole matters Employee waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan Aspen or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as Releasee identified in this Agreement is a stockholder of the Companyparty.
Appears in 1 contract
Samples: Separation and Release Agreement (Aspen Aerogels Inc)
General Release of Claims. Employee knowingly and voluntarily releases and forever discharges discharges, to the Company full extent permitted by law, TPR, its parent corporation, affiliates, subsidiaries, divisions, predecessors, successors and assigns and the current and former employees, officers, directors and agents thereof individually and in their corporate capacities, and TPR’s employee benefit plans and programs and their administrators and fiduciaries (collectively referred to throughout the remainder of this Agreement as “Releasees”), of and from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, known and liabilities of any kind whatsoever, whether known or unknown, against the Companyasserted and unasserted, that Employee has, has ever had or may have against Releasees as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Age Discrimination in Employment Act of 1967, as amended; • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Worker Workers Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Family and Medical Leave Sxxxxxxx-Xxxxx Act of 19932002; ● All • The New York State Civil Rights Act, as amended; • The New York State Human Rights Law, as amended; • The New York Equal Pay Act, as amended; • The New York State Labor Law, as amended; • The New York State Workers’ Compensation Law’s Retaliation provisions, as amended; • The New York State Disability Benefits law’s Retaliation provisions, as amended; • The New York City Administrative Code and Charter, as amended; • The New York City Human Rights Law, as amended; • Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All • Any public policy, contract, tort, or common lawslaw; and ● All allegations or • Any claim for costs, fees, and or other expenses including attorneys’ fees incurred in these matters; • California Family Rights Act — Cal. Notwithstanding anything herein Govt. Code § 12945.2 et seq. • California Fair Employment and Housing Act — Cal. Gov’t Code § 12900 et seq. • Statutory Provision Regarding Retaliation/Discrimination for Filing a Workers Compensation Claim — Cal. Lab. Code §132a (1) to the contrary, the sole matters to which the Agreement (4) • California Uxxxx Civil Rights Act — Civ. Code § 51 et seq. • California Sexual Orientation Bias Law — Cal. Lab. Code §1101 et seq. • California AIDS Testing and General Release do not apply are: (i) Employee’s rights Confidentiality Law — Cal. Health & Safety Code §199.20 et seq. • California Confidentiality of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985Medical Information — Cal. Civ. Code §56 et seq. • California Smokers’ Rights Law — Cal. Lab. Code §96 • California Parental Leave Law — Cal. Lab. Code §230.7 et seq. • California Apprenticeship Program Bias Law — Cal. Lab. Code §3070 et seq. • California Wage Payment Act, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Company• California Equal Pay Law — Cal. Lab. Code §1197.5 et seq.
Appears in 1 contract
Samples: Agreement and General Release (Princeton Review Inc)
General Release of Claims. (a) Employee knowingly and voluntarily releases and forever discharges Employer, its parent, affiliates, subsidiaries, divisions, predecessor companies, their successors and assigns, their affiliated and predecessor companies and the Company current and former employees, attorneys, shareholders, members, officers, directors and agents thereof and the current and former trustees or administrators of any pension or other benefit plan applicable to the employees or former employees of Employer (collectively referred to throughout the remainder of this Agreement as “Releasees”), of and from any and all claims, demands, liabilities, obligations, promises, controversies, damages, rights, actions and causes of action, demands, fees costs, expenses, including attorneys’ fees, known and liabilities of any kind whatsoever, whether known or unknown, against which the Company, that Employee has, has ever had or may have against Releasees as of the date of execution of this Agreement and General ReleaseAgreement, includingexamples include, but are not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Worker Age Discrimination in Employment Act of 1967, as amended; • The Older Workers Benefit Protect Act; • The Workers Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Equal Pay Act of 1963; • The Genetic Information Nondiscrimination Act; • The Family and Medical Leave Act; • Uniformed Services Employment and Reemployment Rights Act • The Consolidated Omnibus Budget Reconciliation Act of 19931985; ● All • Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinances; ● All public policy, contract, tort, or common lawslaw; and ● All allegations or • Any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these mattersmatters (all of the above collectively referred to as “Claims”).
(b) This release is intended to be a general release, and excludes only those claims under any statute or common law that Employee is legally barred from releasing. Notwithstanding anything herein Employee is advised to seek independent legal counsel if Employee seeks clarification on the contrary, the sole matters to which the scope of this release. Signing this Agreement and General Release do does not apply are: (i) waive Employee’s rights of indemnification and directors and officers liability insurance coverage right to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director seek a judicial determination of the Company validity of Employee’s release of rights arising under the Age Discrimination in Employment Act.
(includingc) Nothing herein is intended to or shall preclude Employee from filing a charge with any appropriate federal, state, or local government agency and/or cooperating with said agency in its investigation. Employee, however, explicitly waives any right to file a personal lawsuit or receive monetary damages that the agency may recover against Releasees, without limitation, under Article 15 regard as to who brought any said complaint or charge.
(d) Other than filing suit to determine the validity of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or release under the Consolidated Omnibus Budget Reconciliation Act ADEA as set forth in Paragraph 5(b) or filing a charge consistent with Paragraph 5(c), Employee covenants not to file any lawsuit, charge, complaint, allegation or cause of 1985action in any forum regarding her employment with or her termination of employment from Employer. If Employee breaches this covenant, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance she agrees to forfeit any and all consideration offered to her in this Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Company.
Appears in 1 contract
Samples: General Release Agreement (First Commonwealth Financial Corp /Pa/)
General Release of Claims. Employee In consideration of the payments to be made to you by the Company as set forth in Section 2 above and the promises contained in this separation agreement, you knowingly and voluntarily releases and of your own free will agree to release and forever discharges discharge the Company Company, its affiliates, subsidiaries, divisions, successors and assigns and the current and former employees, officers, directors and agents thereof (collectively referred to throughout the remainder of this Agreement as “Company”), of and from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, known and liabilities of any kind whatsoever, whether known or unknown, against the Company, that Employee has, has ever had you have or may have against the Company as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● amended (“ERISA”), • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Worker Age Discrimination in Employment Act of 1967, as amended; • The Workers Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Family and Medical Leave Xxxxxxxx-Xxxxx Act of 19932002; ● All • The Florida Civil Rights Act, as amended; • The Florida Whistle Blower statute; • Florida Statutory Provision Regarding Retaliation/Discrimination for Filing a Workers Compensation Claim; • Florida Wage Discrimination Law; • Florida OSHA; • Florida Wage Payment Laws; • Equal Pay Law for Florida, as amended; Florida AIDS Act; • Florida Discrimination on the Basis of Sickle Cell Trait Law; • Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All • Any public policy, contract, tort, or common lawslaw; • Any alleged oral or written contract including the 2004 Employment Agreement, the 2003 Employment Agreement, and ● All allegations the Change in Control Agreement between you and the Company made as of December 8, 2004, (except as to the portions of those Agreements which are specifically referred to herein as being intended to survive the termination of your employment or which are exempted from this Release under Section 5 below). • Any claim for costs, fees, and or other expenses including attorneys’ fees, except any fees and costs incurred in these mattersany action regarding the validity of this waiver and release under the Older Worker’s Benefit Protection Act. Notwithstanding anything herein to the contraryYou further affirm that you have been paid and/or have received all leave (paid or unpaid), the sole matters compensation, wages, bonuses, commissions, and/or benefits to which the Agreement you may be entitled and General Release do that no other leave (paid or unpaid), compensation, wages, bonuses, commissions and/or benefits are due to you, except as provided in this letter. You furthermore affirm that you have no known workplace injuries or occupational diseases and have been provided and/or have not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under been denied any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or leave requested under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; Family and (iv) Employee’s rights as a stockholder of the CompanyMedical Leave Act.
Appears in 1 contract
General Release of Claims. Employee knowingly and voluntarily releases and forever discharges the Company from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or unknown, against the Company, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● Title VII of the Civil Rights Act of 1964, as amended; ● The Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● The Employee Retirement Income Security Act of 1974, as amended; ● The Immigration Reform and Control Act, as amended; ● The Americans with Disabilities Act of 1990, as amended; ● The Worker Adjustment and Retraining Notification Act, as amended; ● The Occupational Safety and Health Act, as amended; ● The Family and Medical Leave Act of 1993; ● All other federal, state or local civil or human rights laws, whistleblower laws, or any other local, state or federal law, regulations and ordinances; ● All public policy, contract, tort, or common laws; and ● All allegations for costs, fees, and other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive Senior Vice President was entitled immediately prior to __________ __, 20__ with regard to the ExecutiveSenior Vice President’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Company.
Appears in 1 contract
Samples: Severance Agreement (Carmax Inc)
General Release of Claims. Employee Executive knowingly and voluntarily releases and forever discharges discharges, to the full extent permitted by law, in all countries, including but not limited to the U.S., the People's Republic of China (PRC), The United Kingdom (U.K.), The Netherlands, and The Federal Republic of Germany (FRG), the Company, its parent corporation, affiliates, subsidiaries, divisions, predecessors, successors, and assigns and the current and former employees, officers, directors, and agents thereof (collectively referred to throughout the remainder of this Agreement as the "Company Releasees" and each a "Company Releasee"), of and from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, known and liabilities of any kind whatsoever, whether known or unknown, against the Companyasserted and unasserted, that Employee has, Executive has ever had or may have against the Company Releasees as of the date of execution of this Agreement and General ReleaseAgreement, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • Executive Order 11246, as amended; • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Worker Age Discrimination in Employment Act of 1967, as amended; • The Workers Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, (OSHA) as amended; ● • The Wall Street Reform Act of 2010 (Xxxx-Xxxxx); • The Family and Medical Leave Act of 1993; ● All • The Xxxxxxxx-Xxxxx Act of 2002; • The National Labor Relations Act (NLRA), as amended; • The Texas Civil Rights Act, as amended and related statutes; • The Texas Minimum Wage Law, as amended; • Equal Pay Law for Texas, as amended; • Florida Civil Rights Act and related statutes; • Indiana Civil Rights Act and related statutes; • Kentucky Civil Rights Act and related statutes; • Michigan Xxxxxxx-Xxxxxx Civil Rights Act and related statutes; • Michigan Sales Representatives Commission Act; • Minnesota Human Rights Act and related statutes; • North Carolina Equal Employment Practices Act and related statutes; • North Carolina Retaliatory Employment Discrimination Act; • Ohio Civil Rights Act and related statutes; • South Carolina Human Affairs Law and related statutes; • Virginia Human Rights Act and related statutes; • Delaware Discrimination in Employment Act and related statutes; • California Fair Employment and Housing Act, Cal. Gov't Code § 12900 et seq. and related statutes; • Constitution of the Commonwealth of Puerto Rico; • Puerto Rico Act No. 80 of May 30, 1976 (termination without just cause) including its recall provisions and related statutes; • Puerto Rico Act No. 100 of June 30, 1959 (discrimination based on age, race, sex, color, religion, marriage, political ideas, military status, sexual orientation, gender identity, social condition or origin, national origin, or for being an actual or perceived victim of domestic violence, sexual battery, or stalking) and related statutes; • West Virginia Human Rights Act – W. Va. Code §5-11-1 et seq. and related statutes; • Pennsylvania Human Relations Act, Pennsylvania Whistleblower Law, and related statutes; • New Jersey Law Against Discrimination, New Jersey Conscientious Employee Protection Act, New Jersey Family Leave Act, and related statutes; • Miss. Code Xxx. § 45-9-55 and related statutes; • Georgia Fair Employment Practices Act, Georgia Equal Pay Act, Georgia Prohibition of Age Discrimination in Employment Act, Georgia Equal Employment for Persons with Disabilities Code, and related statutes; • Any other federal, state state, or local civil or human rights lawslaw, whistleblower laws, or including but not limited to any other local, state state, or federal law, regulations and ordinancesregulation, or ordinance in any state in the United States; ● All • Any public policy, contract, tort, or common lawslaw, or a grievance under the applicable collective bargaining agreement; and ● All allegations • Any claim for costs, fees, and or other expenses including attorneys’ ' fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Company.
Appears in 1 contract
Samples: Separation Agreement (Celanese Corp)
General Release of Claims. Employee knowingly Executive hereby irrevocably and voluntarily releases unconditionally releases, acquits and forever discharges the Company Company, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit Clear Separation Agreement 6 April 30, 2008 plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from any and all claims, rights, causes of action, demands, fees costsdebts, expenses, including attorneys’ fees, damages and liabilities of any kind whatsoeverevery name and nature, whether known or unknownunknown (“Claims”) that, against the Company, that Employee has, has ever had or may have as of the date when Executive signs this Agreement, Executive has, ever had, now claims to have or ever claimed to have had against any or all of execution the Releasees. This release includes, without limitation, all Claims: relating to Executive’s employment by and termination of this Agreement and General Releaseemployment with the Company; of wrongful discharge; of breach of contract; of breach of the Executive Agreement; of retaliation or discrimination under federal, state or local law of the United States (including, but not limited towithout limitation, any alleged violation of: ● The Claims of age discrimination or retaliation under the Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● Claims of disability discrimination or retaliation under the Americans with Disabilities Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964); under any other federal or state statute; of defamation or other torts; of violation of public policy; for wages, as amended; ● The Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of the United States Codebonuses, as amended; ● The Employee Retirement Income Security Act of 1974incentive compensation, as amended; ● The Immigration Reform and Control Actstock, as amended; ● The Americans with Disabilities Act of 1990stock options, as amended; ● The Worker Adjustment and Retraining Notification Act, as amended; ● The Occupational Safety and Health Act, as amended; ● The Family and Medical Leave Act of 1993; ● All other federal, state or local civil or human rights laws, whistleblower laws, vacation pay or any other local, state compensation or federal law, regulations and ordinances; ● All public policy, contract, tort, or common lawsbenefits; and ● All allegations for costsdamages or other remedies of any sort, fees, and other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement)compensatory damages, punitive damages, injunctive relief and attorney’s fees; (ii) Employee’s provided, however, that this release shall not affect his rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by this Agreement. As a material inducement to the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance to enter into this Agreement, as the case may be; Executive represents that he has not assigned to any third party and (iv) Employee’s rights as a stockholder of the Companyhas not filed with any agency or court any Claim released by this Agreement.
Appears in 1 contract
Samples: Transitional Services and Departure Agreement (Irobot Corp)
General Release of Claims. Employee The Releasing Party knowingly and voluntarily releases and forever discharges the Company Business Parties from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or unknown, against the CompanyBusiness Parties, that Employee the Releasing Party has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited towithout limitation, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● • The National Labor Relations Act, as amended; ● • The Civil Rights Act of 1866, as amended, Title VII of the Civil Rights Act of 1964, as amended; ● The , and the Civil Rights Act of 1991, as amended; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Age Discrimination in Employment Act of 1967, as amended; • The Older Workers Benefit Protection Act of 1990; • The Worker Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Family and Medical Leave Act of 1993; ● All • The Iowa Civil Rights Act of 1965 (Iowa Code Chapter 216), as amended; • The Iowa Wage Payment Collection Law (Iowa Code Chapter 91A), as amended; • The laws of the State of Iowa concerning wages, employment and discharge or any other law, rule, regulation, or ordinance pertaining to employment, terms and conditions of employment, or termination of employment; • Any other federal, state state, or local civil or human rights laws, whistleblower laws, laws or any other local, state state, or federal law, regulations and ordinancesregulation, or ordinance; ● All • Any public policy, contract, tort, or common lawslaw; and ● All allegations or • Any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein No reference to the contraryaforementioned causes of action or claims is intended to limit the scope of this Agreement and General Release. Notwithstanding the above, the sole matters to which the Agreement and General Release do not apply are: (i) Employeethe Executive’s rights of indemnification and directors and officers liability insurance coverage pursuant to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director Section 11(o) of the Company (including, without limitation, under Article 15 of the Severance Agreement)Employment Agreement or otherwise; (ii) Employeeany rights or claims to contribution the Executive may have in the event of the entry of judgment against him as a result of any act or failure to act for which both he and the Company (or its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent or subsidiary entities, insurers, affiliates or assigns) are jointly responsible; (iii) the Executive’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company Business Parties or under COBRA (including without limitation the Consolidated Omnibus Budget Reconciliation Act of 1985vested RSUs and SARs, as amendeddefined in the Employment Agreement); (iiiiv) Employeethe Executive’s rights under Article 7 or Article 11 the provisions of the Severance Agreement, as Employment Agreement which are intended to survive termination of employment; (v) the case may be; and (iv) EmployeeExecutive’s rights as a stockholder stockholder; or (vi) any claims, causes of action, demands, fees and liabilities arising after the Companyexecution of this Agreement and General Release.
Appears in 1 contract
Samples: Employment Agreement (Renewable Energy Group, Inc.)
General Release of Claims. Employee (a) Executive hereby knowingly and voluntarily releases and forever discharges Employer, its parent, Affiliates, subsidiaries, divisions, predecessor companies, their successors and assigns, their affiliated and predecessor companies and the Company current and former employees, attorneys, shareholders, members, officers, directors and agents thereof and the current and former trustees or administrators of any pension or other benefit plan applicable to the employees or former employees of any Employer Entity (collectively referred to throughout the remainder of this Agreement as “Releasees”), of and from any and all claims, demands, liabilities, obligations, promises, controversies, damages, rights, actions and causes of action, demands, fees costs, expenses, including attorneys’ fees, known and liabilities of any kind whatsoever, whether known or unknown, against which the Company, that Employee has, Executive has ever had or may have as against any Releasee arising out of or by reason of any cause, matter or thing whatsoever from the beginning of the world to the date of execution of Executive executes this Agreement and General ReleaseAgreement, includingexamples include, but are not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Worker Age Discrimination in Employment Act of 1967, as amended; • The Older Workers Benefit Protection Act; • The Workers Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Equal Pay Act of 1963; • The Genetic Information Nondiscrimination Act; • The Family and Medical Leave Act of 1993Act; ● All • Uniformed Services Employment and Reemployment Rights Act; • The Pennsylvania Human Relations Act; • COBRA; • Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinances; ● All public policy, contract, tort, or common lawslaw; and ● All allegations or • Any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these mattersmatters (all of the above collectively referred to as “Claims”).
(b) This release is intended to be a general release, and excludes only those Claims under any statute or common law that Executive is legally barred from releasing. Notwithstanding anything Executive is advised to seek independent legal counsel if Executive seeks clarification on the scope of this release. Signing this Agreement does not waive Executive’s right to seek a judicial determination of the validity of Executive’s release of rights arising under the Age Discrimination in Employment Act
(c) Nothing herein is intended to or shall preclude Executive from filing a charge with any appropriate federal, state, or local government agency and/or cooperating with said agency in its investigation. Executive, however, explicitly waives any right to file a personal lawsuit or receive monetary damages that the contraryagency may recover against Releasees, without regard as to who brought any said complaint or charge.
(d) Other than filing suit to determine the sole matters validity of Executive’s release under the ADEA as set forth in Section 6(b) or filing a charge consistent with Section 6(c), Executive covenants not to which the file any lawsuit, charge, complaint, allegation or cause of action in any forum regarding his employment with or his termination of employment from or any position with any Employer Entity. If Executive breaches this covenant, he agrees to forfeit any and all consideration offered to him in this Agreement.
(e) Employer and Executive agree that this Agreement and General Release do does not apply are: waive any rights or claims that may arise (i) Employee’s rights under the terms of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); this Agreement and/or (ii) Employee’s any rights under any tax-qualified pension plan to indemnification, advancement of expenses or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Companyinsurance coverage currently in effect.
Appears in 1 contract
Samples: Agreement and General Release (First Commonwealth Financial Corp /Pa/)
General Release of Claims. Subject to the full satisfaction by the Employer of its obligations under the Employment Agreement, Employee knowingly and voluntarily releases and forever discharges the Company Employer from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or and unknown, against the CompanyEmployer, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● — Title VII of the Civil Rights Act of 1964, as amended; ● — The Civil Rights Act of 1991; ● — Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● — The Employee Retirement Income Security Act of 1974, as amended; ● — The Immigration Reform and Control Act, as amended; ● — The Americans with Disabilities Act of 1990, as amended; ● — The Age Discrimination in Employment Act of 1967, as amended; — The Older Workers Benefit Protection Act of 1990; — The Worker Adjustment and Retraining Notification Act, as amended; ● — The Occupational Safety and Health Act, as amended; ● — The Family and Medical Leave Act of 1993; ● All — Any wage payment and collection, equal pay and other similar laws, acts and statutes of the State of Connecticut; — Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All — Any public policy, contract, tort, or common lawslaw obligation; and ● All allegations for or — Any obligation to pay costs, fees, and or other expenses including attorneys’ fees incurred in these mattersattorneys fees. Notwithstanding anything herein to the contrary, the sole matters to which the this Agreement and General Release do not apply areaffect: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy policy. payroll practice, or arrangement maintained by the Company Employer or under COBRA; (ii) Employee’s right to exercise any vested options after employment termination as provided under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedOption Plan; (iii) Employee’s rights as a holder of any units or other form of equity in Colt under Article 7 the Limited Liability Company Agreement or Article 11 of the Severance Agreement, as the case may beapplicable law; and or (iv) Employee’s any rights as a stockholder to defense or indemnification provided for under Paragraph 14 of the CompanyEmployment Agreement.
Appears in 1 contract
General Release of Claims. Employee knowingly In consideration for the commitments and voluntarily benefits set forth in Paragraph 2 above, the Consideration which Xx. Xxxxxxx hereby acknowledges is in addition to anything of value to which she is already entitled, Xx. Xxxxxxx releases and forever discharges Northeast Bancorp, Northeast Bank and each of their affiliates, subsidiaries, divisions, successors and assigns, and their respective employee benefit plans and fiduciaries of such plans, and the Company current and former officers, directors, shareholders, employees, attorneys, accountants and agents of each of the foregoing in their official and personal capacities (collectively referred to throughout this Separation Agreement as the “Released Parties”), generally from any and all claims, rights, causes of action, demands, fees costsdebts, expenses, including attorneys’ fees, damages and liabilities of any kind whatsoeverevery name and nature, whether known or unknownunknown (“Claims”) that, against the Company, that Employee has, has ever had or may have as of the date when she signs this Separation Agreement, Xx. Xxxxxxx has, ever had, now claims to have or ever claimed to have had against any or all of execution the Released Parties. This release includes, without limitation, all Claims: · relating to Xx. Xxxxxxx’x employment by and termination of this Agreement and General Releaseemployment with Northeast; · of wrongful discharge or violation of public policy; · of breach of contract; · of defamation or other torts; · of retaliation or discrimination under federal, state or local law (including, but not limited towithout limitation, any alleged violation of: ● The Claims of discrimination or retaliation under the Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● the Americans with Disabilities Act, and Title VII of the Civil Rights Act of 1964, as amended); ● The Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● The Employee Retirement Income Security Act of 1974, as amended; ● The Immigration Reform and Control Act, as amended; ● The Americans with Disabilities Act of 1990, as amended; ● The Worker Adjustment and Retraining Notification Act, as amended; ● The Occupational Safety and Health Act, as amended; ● The Family and Medical Leave Act of 1993; ● All other federal, state or local civil or human rights laws, whistleblower laws, or · under any other local, federal or state or federal law, regulations and ordinances; ● All public policy, contract, tort, or common laws; and ● All allegations for costs, fees, and other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company statute (including, without limitation, Claims under Article 15 of the Severance AgreementFair Labor Standards Act); (ii) Employee· for wages, bonuses, incentive compensation, stock, stock options, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§148-150C, or otherwise; and · for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees; provided, however, that this release shall not affect Xx. Xxxxxxx’x vested rights under any tax-qualified pension Northeast’s Section 401(k) plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s her rights under Article 7 this Separation Agreement. Notwithstanding the foregoing, this release shall not apply to any claim by Xx. Xxxxxxx to enforce this Separation Agreement or Article 11 to recover for any breach of this Separation Agreement. In the Severance event there is any third party action against the Released Parties in which there is a damages award or other equitable or legal remedies, including attorney’s fees or costs. Relating to the released Claims above and benefitting Xx. Xxxxxxx, she agrees not to accept such damages or other award. As a material inducement to Northeast to enter into this Separation Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the CompanyXx. Xxxxxxx represents that she has not assigned any Claim to any third party.
Appears in 1 contract
General Release of Claims. Employee You knowingly and voluntarily releases release, waive and forever discharges the Company discharge Brixmor of and from any and all claims, rights, causes of action, demands, fees costsand liabilities, expensesknown and unknown, including attorneys’ fees, and liabilities of any kind whatsoeveror nature whatsoever which You, whether known or unknownyour heirs, against the Companydependents, that beneficiaries, personal and legal representatives, trustees, executors, administrators, successors and assigns (collectively referred to herein as “Employee hasReleasors”) had, has ever had now have or may have have, arising out of or relating to your employment with Brixmor, the terms and conditions of that employment, or the termination of that employment relationship, as of the date of execution of this Agreement and General Release, including, Agreement. This release includes but is not limited toto all liabilities for the payment of any sums for earnings, bonuses, severance pay, salary, accruals under any vacation, sick leave, or holiday plans, and any employee benefits. Without limiting the generality of the foregoing, this Release includes and forcloses any charge, claim or lawsuit under any federal, state, or local law (including all amendments thereto), including without limitation, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● or claim related to or arising out of:
a. Title VII of the Civil Rights Act of 1964, as amended; ● The the Reconstruction Era Civil Rights Act (also known as the Civil Rights Act of 1866), as amended; the Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● The Employee Retirement Income Security Act of 1974, as amended; ● The Immigration Reform and Control Act, as amended; ● The the Americans with Disabilities Act of 1990, as amended; ● The Worker Adjustment and Retraining Notification Act, as amendedthe ADA Amendments Act of 2008; ● The Occupational Safety and Health Act, as amended; ● The the Family and Medical Leave Act of 1993; ● All other federalthe Age Discrimination in Employment Act of 1967, state or local civil or human rights lawsas amended; the Equal Pay Act; the National Labor Relations Act; the Fair Labor Standards Act; the Immigration Reform and Control Act; the Occupational Safety and Health Act; the Worker Adjustment Retraining and Notification Act; the Uniform Services Employment and Reemployment Rights Act of 1994, whistleblower lawsas amended; the Fair Credit Reporting Act; the Xxxxxxxx-Xxxxx Act of 2002; the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010; the False Claims Act; the Employee Retirement Income Security Act of 1974, or any other local, state or federal law, regulations and ordinances; ● All public policy, contract, tort, or common laws; and ● All allegations for costs, fees, and other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: as amended (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or excluding claims for accrued vested benefits under any other employee benefit planor pension plan of Brixmor, policy or arrangement maintained by if any, in accordance with the Company or under terms and conditions of such plan and applicable law), the Consolidated Omnibus Budget Reconciliation New York State Human Rights Law; the New York Executive Law; the New York Civil Rights Law; the New York City Human Rights Law; the New York City Local Civil Rights Restoration Act of 1985, as amended2005; (iii) Employee’s rights under Article 7 or Article 11 the New York Minimum Wage Act; the New York Worker Adjustment Retraining and Notification Act; the New York Fair Credit Reporting Act; New York Labor Law; the New York City Administrative Code; and/or the retaliation provisions of the Severance AgreementNew York Workers’ Compensation law;
b. any state constitution or any other federal, as state or local law (statutory or decisional), regulation, ordinance or other legal obligation concerning wages, employment, the case may be; terms and (iv) Employee’s rights as a stockholder conditions of employment, the termination of employment, equal pay, wage payment, maximum hours and overtime, meal and rest periods, public holidays, wage deductions, prevailing wages, medical examinations, lie detector tests, fingerprinting, military leave, disaster service volunteer leave, jury duty, time off to vote, whistleblower protection, labor relations, criminal background checks, genetic disorders, apprenticeship programs, disability discrimination, reasonable accommodation for disabilities, political activities, recreational activities, and/or legal use of consumable products outside of working hours;
c. your employment with Brixmor, the terms and conditions of such employment, the termination of such employment and/or any of the Companyevents relating directly or indirectly to or surrounding the termination of that employment including, without limitation, wrongful discharge, constructive discharge, breach of contract (whether express or implied), breach of the covenant of good faith and fair dealing, breach of promise, detrimental reliance, promissory estoppel, equitable estoppel, unjust enrichment, quantum meruit, violation of public policy, tortious conduct, defamation, libel, slander, false light, interference with contract or a prospective economic advantage, fraud, fraud in the inducement, misrepresentation, invasion of privacy, assault, battery, personal injury, harassment, hostile work environment, failure to promote, violation of federal, state, or local whistleblower or anti-retaliation personnel laws, infliction of emotional distress (negligent and intentional), compensatory damages, economic damages, and punitive damages; and
d. claims for attorneys’ fees, costs, disbursements, and the like, which the Employee Releasors ever had, now have, or hereafter can, shall or may have against Brixmor for, upon, or by reason of any act, omission, transaction or occurrence up to and including the date that you sign this Agreement.
Appears in 1 contract
General Release of Claims. Employee Executive knowingly and voluntarily releases and forever discharges discharges, to the Company full extent permitted by law, Cascade, its parent corporation, affiliates, subsidiaries, divisions, successors, predecessors and assigns and the current and former employees, attorneys, insurers, partners, owners, officers, directors, shareholders, agents thereof, the employee benefit plan for Cascade, plan fiduciaries and plan administrators (whether internal or external), (collectively referred to as “Releasees”), of and from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, known and liabilities of any kind whatsoever, whether known or unknown, against the Companyasserted and unasserted, that Employee has, Executive has ever had or may have against Releasees as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Worker Workers Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Xxxxxxxx-Xxxxx Act of 2002; • The Family and Medical Leave Act, as amended to the extent permitted by law; • The Equal Pay Act, as amended; • Washington Law Against Discrimination, as amended, RCW 49.60 et seq.; • The National Labor Relations Act; • The Age Discrimination in Employment Act of 19931967, as amended; ● All • The Older Workers Benefit Protection Act; • The Consolidated Omnibus Budget Reconciliation Act (“COBRA”), to the extent permitted by law; • Any provision of Title 49 of the Revised Code of Washington; • The Washington Minimum Wage Law, as amended, to the extent permitted by law; • Any provision of Title 296 of the Washington Administrative Code; • Any claim for failure to pay wages, bonuses, or commissions, including any claim for liquidated or double damages, to the extent permitted by law; • The Industrial Insurance Act of Washington, as amended, to the extent permitted by law; • The Washington Consumer Protection Act, RCW 19.86 et seq.; • Any claim under a Collective Bargaining Agreement; • Any claim for negligent misrepresentation, intentional misrepresentation or fraud; • Any claim for intentional injury, intentional infliction of emotional distress, negligence, negligent infliction of emotional distress, negligent hiring, supervision or retention, or defamation; • Any claim for disparate impact on any basis; • Any claim for discrimination, harassment, failure to accommodate or retaliation; • Any public policy, contract, tort, or common law, including but not limited to claim(s) for wrongful termination in violation of public policy, wrongful termination for any reason, or constructive discharge; • Any claim for breach of any term or condition of an employee handbook or policy manual, including any claim for breach of any promise of specific treatment in specific circumstances; • Any claim for breach of contract, including but not limited to an employment contract; • Any claim for violation of any legal or equitable duty of good faith and fair dealing; • Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All public policyor Notwithstanding the foregoing, contract, tort, or common laws; and ● All allegations for costs, fees, and other expenses including attorneys’ fees incurred the release set forth in these matters. Notwithstanding anything herein this section shall not apply to any vested benefits accrued by Executive prior to the contrary, effective date of this Agreement under any compensation or benefit plan maintained by Cascade for the sole matters benefit of its employees that is subject to which the section 203 of ERISA or to any claims for payments described in Section 2 of this Agreement and General Release do not apply are: (i) Employee’s rights and Section 6.4 of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Companyemployment agreement with Cascade.
Appears in 1 contract
General Release of Claims. Employee (A) Executive and the Executive’s heirs, executors, administrators, successors and assigns (collectively referred to throughout this Agreement as “Employee”) knowingly and voluntarily releases release and forever discharges discharge the Company and its affiliates, subsidiaries, divisions, benefit plans, successors and assigns in such capacity, and the current, future and former employees, officers, directors, trustees and agents thereof (collectively referred to as “Employer”) from any and all actions, causes of action, contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions, understandings, agreements, promises, claims regarding stock, stock options or other forms of equity compensation, commitments, damages, fees and liabilities, responsibilities and any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, executions and liabilities of any kind whatsoeverwhatsoever kind, whether nature or description, oral or written, known or unknown, matured or unmatured, suspected or unsuspected at the present time, in law or in equity, whether known and unknown, against Employer, which the Company, that Employee has, has ever had or may have as of the date of Executive’s execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● Title VII of the Civil Rights Act of 1964, as amended; ● The Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● The Employee Retirement Income Security Act of 1974, as amended; ● The Immigration Reform and Control Act, as amended; ● The Americans with Disabilities Act of 1990, as amended; ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The Worker Adjustment and Retraining Notification Act, as amended; ● The Occupational Safety and Health Act, as amended; ● The Family and Medical Leave Act of 1993; ● All Any applicable wage act; ● Any applicable anti-discrimination laws; ● Any wage payment and collection, equal pay and other similar laws, acts and statutes ; ● Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All Any public policy, contract, tort, or common lawslaw; and or ● All allegations Any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s express rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company Employer or under COBRA; (ii) Employee’s rights under the Consolidated Omnibus Budget Reconciliation Act provisions of 1985, as amendedthe Employment Agreement which are intended to survive termination of employment; (iii) Employee’s rights under Article 7 as a stockholder; or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s any rights of the Executive to indemnification as a stockholder Director or Officer of the Company.
Appears in 1 contract
General Release of Claims. Employee (A) Executive and the Executive’s heirs, executors, administrators, successors and assigns (collectively referred to throughout this Agreement as “Employee”) knowingly and voluntarily releases release and forever discharges discharge the Company and its affiliates, subsidiaries, divisions, benefit plans, successors and assigns in such capacity, and the current, future and former employees, officers, directors, trustees and agents thereof (collectively referred to as “Employer”) from any and all actions, causes of action, contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions, understandings, agreements, promises, claims regarding stock, stock options or other forms of equity compensation, commitments, damages, fees and liabilities, responsibilities and any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, executions and liabilities of any kind whatsoeverwhatsoever kind, whether nature or description, oral or written, known or unknown, matured or unmatured, suspected or unsuspected at the present time, in law or in equity, whether known and unknown, against Employer, which the Company, that Employee has, has ever had or may have as of the date of Executive’s execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Age Discrimination in Employment Act of 1967, as amended; • The Older Workers Benefit Protection Act of 1990; • The Worker Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Family and Medical Leave Act of 1993; ● All • The Massachusetts Wage Act; • Massachusetts anti-discrimination laws, M.G.L Chapter 151B-Any wage payment and collection, equal pay and other similar laws, acts and statutes of the Commonwealth of Massachusetts or the United States; • Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All • Any public policy, contract, tort, or common lawslaw; and ● All allegations or • Any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s express rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company Employer or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedCOBRA; (iiiii) Employee’s rights under Article 7 or Article 11 the provisions of the Severance Agreement, as Employment Agreement which are intended to survive termination of employment; ; or (iii) any rights of the case may be; and (iv) Employee’s rights Executive to indemnification as a stockholder Director or Officer of the Company.
Appears in 1 contract
Samples: Executive Employment Agreement (Eloxx Pharmaceuticals, Inc.)
General Release of Claims. Employee knowingly and voluntarily releases and forever discharges the Company Employer from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or and unknown, against the CompanyEmployer, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● · The National Labor Relations Act, as amended; ● · Title VII of the Civil Rights Act of 1964, as amended; ● · The Civil Rights Act of 1991; ● · Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● · The Employee Retirement Income Security Act of 1974, as amended; ● · The Immigration Reform and Control Act, as amended; ● · The Americans with Disabilities Act of 1990, as amended; ● · The Age Discrimination in Employment Act of 1967, as amended; · The Older Workers Benefit Protection Act of 1990; · The Worker Adjustment and Retraining Notification Act, as amended; ● · The Occupational Safety and Health Act, as amended; ● · The Family and Medical Leave Act of 1993; ● All · The STATE Civil Rights Act, as amended; · The STATE Minimum Wage Law, as amended; · Equal Pay Law for STATE, as amended; · Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All · Any public policy, contract, tort, or common lawslaw; and ● All allegations or · Any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) the Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive he was entitled immediately prior to __________ __, 20__ DATE with regard to the Executive’s his service as an officer and director of the Company Employer (including, without limitation, under Article 15 Sections 19 and 20 of the Severance Employment Agreement); (ii) the Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company Employer or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedCOBRA; (iii) the Employee’s rights under Article 7 or Article 11 the provisions of the Severance Agreement, as the case may beEmployment Agreement which are intended to survive termination of employment; and or (iv) the Employee’s rights as a stockholder of the Companystockholder.
Appears in 1 contract
Samples: Executive Employment Agreement (Tyco International LTD /Ber/)
General Release of Claims. Employee hereby knowingly and voluntarily releases and forever discharges the Liberty Mutual and its respective subsidiaries, parent, affiliates and related entities, including but not limited to Safeco Insurance Company and Safeco Corporation (collectively, “Liberty Mutual”) and its or their present and former officers, directors, employees, agents, successors and assigns, of and from any and all claims, rightsknown or unknown that Employee (including Employee’s heirs, causes of actionexecutors, demandsadministrators, fees costs, expenses, including attorneys’ feessuccessors, and liabilities of any kind whatsoever, whether known or unknown, against the Company, that Employee has, assigns) has ever had or may have as of the date of Employee’s execution of this Agreement and General Release, including, Agreement. This includes but is not limited to a release of (i) any claims arising out of Employees employment with Liberty Mutual or Employee’s separation from that employment; (ii) all claims brought by Employee or on Employee’s behalf in any pending lawsuits; (iii) any rights or claims that Employee may have pursuant to the Severance Guidelines, other than for the CIC Payment described in Section 2 of this Agreement; (iv) any rights or claims that Employee may have pursuant to the Safeco Long Term Incentive Plan, Safeco Leadership Performance Plan, Safeco Performance Incentive Compensation Plan, Safeco Success Sharing Plan, Safeco Sales Incentive Plan, Surety Plan, and/or any other compensation, incentive and/or bonus plans in which Employee may claim to have participated; and (v) any rights or claims that Employee may have pursuant to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● • The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended, but only with respect to the Safeco Executive Severance Guidelines, the Liberty Mutual Severance Pay Plan, the Liberty Mutual Short-Term Disability Plan, the Liberty Mutual Long-Term Disability Plan, the Liberty Mutual Executive Long-Term Disability Plan; ● Safeco Group Short Term Disability Plan; and Safeco Group Long Term Disability Plan; • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990Occupational Safety and Health Act, as amended; ● • The Americans With Disabilities Act, as amended; • The Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq.; • The federal Equal Pay Act, as amended; • The Uniformed Services Employment and Reemployment Rights Act, as amended; • The Worker Adjustment and Retraining Notification Act, as amended; ● The Occupational Safety • State or municipal wage and Health hour laws or regulations including, but not limited to, laws or regulations pertaining to wages, hours, overtime compensation, meal and/or rest periods, payroll record-keeping, and employee paystubs; • Any federal, state or municipal “unfair practices” “unlawful practices” or “Private Attorneys General Act, as amended” laws that provide the ability to bring claims for violations of other laws or public policies (e.g. California Business and Professions Code Section 17200 et seq. and California Labor Code Section 2698 et seq.); ● The Family and Medical Leave Act of 1993; ● All • Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, ; state or federal law, regulations and ordinancesregulation or ordinance, including without limitation laws authorizing claims based upon race, national origin, gender, age, sexual orientation, pregnancy, color, marital status, religion, creed, veteran status, disability, medical condition, leave of absence requirements, retaliation, or perceived protected class status; ● All • Any company policy, practice or procedure, or any express or implied public policy, contract, tort, or common lawslaw; and ● All allegations • Any claim for penalties; or • Any claim for costs, fees, and or other expenses including attorneys’ fees incurred in these mattersattorney’s fees. Notwithstanding anything herein to the contraryforegoing or Section 5 below, the sole matters to which the Agreement and General Release do Employee is not apply are: waiving (i) Employee’s rights his right to bring claims that cannot be released as a matter of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement)law; (ii) Employeehis rights to receive benefits or payments pursuant to the terms of any Safeco Insurance Company Retirement Plan, Safeco Cash Balance Plan, or Safeco’s rights under any tax-qualified pension plan Deferred Compensation Plan for Executives, or claims for accrued vested benefits under any other employee Liberty Mutual benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreementany claim for workers compensation benefits, as the case may be; and (iv) Employeehis rights under the Liberty Mutual’s certificate of incorporation, By-Laws, insurance policies or other written agreements with respect to indemnification or any similar policy, document or agreement of any affiliate of Liberty Mutual as applicable to him immediately prior to termination; or (v) any claims to enforce rights as a stockholder arising under the ADEA or other civil rights statute after the effective date of the Companythis Agreement.
Appears in 1 contract
Samples: Change in Control Severance Agreement (Liberty Mutual Agency Corp)
General Release of Claims. Employee knowingly and voluntarily releases and forever discharges the Company from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or unknown, against the Company, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● • The Age Discrimination in Employment Act of 1967, as amended; ● • The Older Workers Benefit Protection Act of 1990; ● • The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Worker Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Family and Medical Leave Act of 1993; ● • All other federal, state or local civil or human rights laws, whistleblower laws, or any other local, state or federal law, regulations and ordinances; ● • All public policy, contract, tort, or common laws; and ● • All allegations for costs, fees, and other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20___ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Employment Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Employment Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Company.
Appears in 1 contract
Samples: Employment Agreement (Carmax Inc)
General Release of Claims. Employee knowingly and voluntarily hereby generally releases and forever discharges the Company StoneMor from any and all claims, rightssuits, causes of action, complaints, charges, obligations, demands, fees costs, expenses, including attorneys’ fees, and liabilities or claims of any kind whatsoeverkind, whether in law or in equity, direct or indirect, known or unknownunknown (hereinafter “claims”), against the Company, that which Employee has, has ever had or may have as now has against StoneMor arising out of or relating to any matter, thing or event occurring up to and including the date of this Agreement. Employee also releases StoneMor from any and all claims for wrongful discharge, defamation, unfair treatment, violation of public policy, breach of express or implied contract, intentional or negligent infliction of emotional distress, any and all tort claims or any other claim related to Employee’s employment or service in any office within StoneMor Entities or the termination of that employment and those offices for any and all reasons, up to and including the date of execution of this Agreement and General ReleaseAgreement. Employee specifically releases StoneMor from any claim relating to or arising out of Employee’s employment or service in any office within or termination of employment from StoneMor; any claims for unpaid or withheld wages, includingseverance, but not limited tobenefits, vacation pay, bonuses and/or any alleged violation of: ● The Age Discrimination in Employment Act other compensation of 1967, as amendedany kind; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● any rights or claims Employee may have based upon Title VII of the Civil Rights Act of 1964, as amended, which prohibits discrimination in employment based on race, color, creed, national origin or sex; ● The Civil Rights the Age Discrimination in Employment Act including the Older Workers Benefits Protection Act (“ADEA”), which prohibits discrimination on the basis of 1991age; ● Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● The Employee Retirement Income Security Act of 1974, as amended; ● The Immigration Reform and Control Equal Pay Act, as amendedwhich prohibits paying men and women unequal pay for equal work; ● The the Xxxxx Xxxxxxxxx Fair Pay Act, which prohibits discrimination in pay on the basis of protected characteristics; the Americans with Disabilities Act of 1990, as amended, which prohibits discrimination against disabled persons; ● The Worker Adjustment and Retraining Notification the Family Medical Leave Act, as amended, which permits extended time away from work to handle certain family or medical needs; ● The Occupational Safety and Health the Employee Retirement Income Security Act, as amendedwhich regulates employment benefits; ● The Family the Pennsylvania Human Relations Act and Medical Leave Act of 1993; ● All any and all other federal, state or local civil laws or human rights lawsregulations prohibiting employment discrimination or which otherwise regulate employment terms and conditions, whistleblower lawsexcept as such release is limited by applicable law. This is a general release and covers claims that Employee knows about presently and those that Employee may not know about up through the date of this Agreement. This Agreement specifically includes any and all claims for attorney’s fees and costs which are incurred by Employee for any reason. StoneMor is not waiving its right to any restitution, recoupment or any other local, state or federal law, regulations and ordinances; ● All public policy, contract, tort, or common laws; and ● All allegations for costs, fees, and other expenses including attorneys’ fees incurred setoff against Employee which is permitted by law based on claims released herein. The parties also agree that nothing in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) this release shall affect Employee’s rights right to enforce the terms of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance this Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Company.
Appears in 1 contract
General Release of Claims. Employee knowingly The Corporate Advisor hereby voluntarily, completely and voluntarily releases fully releases, remises, acquits and forever discharges the Company and its respective parents, affiliates, subsidiaries, divisions, branches, units and related entities, and its or their present and former officers, directors, employees, agents, successors and assigns (“Released Parties”), of and from any and all claims, rightsdemands, debts, suits, actions, causes of action, demandsobligations, fees damages, costs, expenseslosses, including attorneys’ feesinterest, expenses and liabilities liabilities, of any kind or nature whatsoever, whether legal, equitable or statutory, liquidated or unliquidated, known or unknown, against the Companysuspected or unsuspected, reasonably discoverable or not, present, fixed or contingent (collectively, “Claims”), that Employee hasthe Corporate Advisor, has ever had her heirs, executors, administrators, successors, and assigns, have or may have as of the date of execution of this Agreement and General Release, Release including, but not limited to, Claims arising out of or resulting from:
(a) any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● • The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● The Worker Adjustment and Retraining Notification Fair Labor Standards Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Family and Medical Leave Act of 1993, as amended; ● All • The Americans With Disabilities Act; • The Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq.; • The Maryland Human Relations Commission Act, The Maryland Fair Employment Practices Act, The Maryland Equal Pay Law, The Maryland Wage & Hour Law, The Texas Commission on Human Rights Act, The Texas Employment Discrimination Law, The Texas Disability Discrimination Law, and The Texas Wage Payment Law; • Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations regulation or ordinance (including those related to taxes); and ordinances; ● All • Any public policy, contract, tort, or common lawslaw;
(b) the Corporate Advisor’s employment, the Company’s decision, if any, to terminate the Corporate Advisor’s employment and/or to enter into this Agreement, or the circumstances of the Corporate Advisor’s departure, including, without limitation, Claims based upon race, national origin, gender, age, sexual orientation, or handicap discrimination, contract or quasi-contract claims, or tax payments or withholdings;
(c) any tax payments, liabilities or obligations, withholding obligations, excise taxes, interest payments or penalties; and ● All allegations or
(d) any allegation for costs, fees, and or other expenses including attorneys’ fees incurred attorney’s fees; provided, however, that nothing in these matters. Notwithstanding anything herein this Release shall be deemed to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan be a waiver or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder release of the Company’s obligations to provide payments and/or benefits under the terms of the Transition Agreement.
Appears in 1 contract
General Release of Claims. Employee Executive knowingly and voluntarily releases and forever discharges discharges, to the Company full extent permitted by law, Cascade, its parent corporation, affiliates, subsidiaries, divisions, successors, predecessors and assigns and the current and former employees, attorneys, insurers, partners, owners, officers, directors, shareholders, agents thereof, the employee benefit plan for Cascade, plan fiduciaries and plan administrators (whether internal or external), (collectively referred to as “Releasees”), of and from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, known and liabilities of any kind whatsoever, whether known or unknown, against the Companyasserted and unasserted, that Employee has, Executive has ever had or may have against Releasees as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Worker Workers Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Xxxxxxxx-Xxxxx Act of 2002; • The Family and Medical Leave Act, as amended to the extent permitted by law; • The Equal Pay Act, as amended; • Washington Law Against Discrimination, as amended, RCW 49.60 et seq.; • The National Labor Relations Act; • The Age Discrimination in Employment Act of 19931967, as amended; ● All • The Older Workers Benefit Protection Act; AND GENERAL RELEASE Executive’s initials • The Consolidated Omnibus Budget Reconciliation Act (“COBRA”), to the extent permitted by law; • Any provision of Title 49 of the Revised Code of Washington; • The Washington Minimum Wage Law, as amended, to the extent permitted by law; • Any provision of Title 296 of the Washington Administrative Code; • Any claim for failure to pay wages, bonuses, or commissions, including any claim for liquidated or double damages, to the extent permitted by law; • The Industrial Insurance Act of Washington, as amended, to the extent permitted by law; • The Washington Consumer Protection Act, RCW 19.86 et seq.; • Any claim under a Collective Bargaining Agreement; • Any claim for negligent misrepresentation, intentional misrepresentation or fraud; • Any claim for intentional injury, intentional infliction of emotional distress, negligence, negligent infliction of emotional distress, negligent hiring, supervision or retention, or defamation; • Any claim for disparate impact on any basis; • Any claim for discrimination, harassment, failure to accommodate or retaliation; • Any public policy, contract, tort, or common law, including but not limited to claim(s) for wrongful termination in violation of public policy, wrongful termination for any reason, or constructive discharge; • Any claim for breach of any term or condition of an employee handbook or policy manual, including any claim for breach of any promise of specific treatment in specific circumstances; • Any claim for breach of contract, including but not limited to an employment contract; • Any claim for violation of any legal or equitable duty of good faith and fair dealing; • Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All public policyor Notwithstanding the foregoing, contract, tort, or common laws; and ● All allegations for costs, fees, and other expenses including attorneys’ fees incurred the release set forth in these matters. Notwithstanding anything herein this section shall not apply to any vested benefits accrued by Executive prior to the contrary, effective date of this Agreement under any compensation or benefit plan maintained by Cascade for the sole matters benefit of its employees that is subject to which the section 203 of ERISA or to any claims for payments described in Section 2 of this Agreement and General Release do not apply are: (i) Employee’s rights and Section 6.4 of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Companyemployment agreement with Cascade.
Appears in 1 contract
General Release of Claims. Subject to the full satisfaction by the Employer of its obligations under the Employment Agreement, Employee knowingly and voluntarily releases and forever discharges the Company Employer from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or and unknown, against the CompanyEmployer, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● · Title VII of the Civil Rights Act of 1964, as amended; ● · The Civil Rights Act of 1991; ● · Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● · The Employee Retirement Income Security Act of 1974, as amended; ● · The Immigration Reform and Control Act, as amended; ● · The Americans with Disabilities Act of 1990, as amended; ● · The Age Discrimination in Employment Act of 1967, as amended; · The Older Workers Benefit Protection Act of 1990; · The Worker Adjustment and Retraining Notification Act, as amended; ● · The Occupational Safety and Health Act, as amended; ● · The Family and Medical Leave Act of 1993; ● All · Any wage payment and collection, equal pay and other similar laws, acts and statutes of the State of Connecticut; · Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All · Any public policy, contract, tort, or common lawslaw obligation; and ● All allegations for or · Any obligation to pay costs, fees, and or other expenses including attorneys’ fees incurred in these mattersattorneys fees. Notwithstanding anything herein to the contrary, the sole matters to which the this Agreement and General Release do not apply areaffect: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy policy. payroll practice, or arrangement maintained by the Company Employer or under COBRA; (ii) Employee’s right to exercise any vested options after employment termination as provided under the Consolidated Omnibus Budget Reconciliation Act Long Term Incentive Plan of 1985, as amendedColt; (iii) Employee’s rights as a holder of any units or other form of equity in Colt under Article 7 the Limited Liability Company Agreement or Article 11 of the Severance Agreement, as the case may beapplicable law; and or (iv) Employee’s any rights as a stockholder to defense or indemnification provided for under Paragraph 14 of the CompanyEmployment Agreement.
Appears in 1 contract
General Release of Claims. Employee (A) Executive and the Executive’s heirs, executors, administrators, successors and assigns (collectively referred to throughout this Agreement as “Employee”) knowingly and voluntarily releases release and forever discharges discharge the Company and its affiliates, subsidiaries, divisions, benefit plans, successors and assigns in such capacity, and the current, future and former employees, officers, directors, trustees and agents thereof (collectively referred to as “Employer”) from any and all actions, causes of action, contributions, indemnities, duties, debts, sums of money, suits, controversies, restitutions, understandings, agreements, promises, claims regarding stock, stock options or other forms of equity compensation, commitments, damages, fees and liabilities, responsibilities and any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, executions and liabilities of any kind whatsoeverwhatsoever kind, whether nature or description, oral or written, known or unknown, matured or unmatured, suspected or unsuspected at the present time, in law or in equity, whether known and unknown, against Employer, which the Company, that Employee has, has ever had or may have as of the date of Executive’s execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Age Discrimination in Employment Act of 1967, as amended; • The Older Workers Benefit Protection Act of 1990; • The Worker Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Family and Medical Leave Act of 1993; ● All • The Massachusetts Wage Act; • Massachusetts anti-discrimination laws, M.G.L Chapter 151B- Any wage payment and collection, equal pay and other similar laws, acts and statutes of the Commonwealth of Massachusetts or the United States; • Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All • Any public policy, contract, tort, or common lawslaw; and ● All allegations or • Any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s express rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company Employer or under COBRA; (ii) Employee’s rights under the Consolidated Omnibus Budget Reconciliation Act provisions of 1985, as amendedthe Employment Agreement which are intended to survive termination of employment; (iii) Employee’s rights under Article 7 as a stockholder; or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s any rights of the Executive to indemnification as a stockholder Director or Officer of the Company.
Appears in 1 contract
Samples: Executive Employment Agreement (Eloxx Pharmaceuticals, Inc.)
General Release of Claims. Employee Ball knowingly and voluntarily releases and forever discharges Calgon, its Affiliates (as the Company term is defined in Rule 12b-2 under the Securities Act of 1934, as amended), subsidiaries, divisions, successors and assigns, and the past and present employees, officers, directors and agents thereof (collectively referred to throughout this Agreement as “Releasees”), of and from any and all claims, demands, liabilities, obligations, promises, controversies, damages, rights, actions and causes of action, demandsknown and unknown, fees costswhich Ball, expenseshis heirs, including attorneys’ feesexecutors, administrators, successors, and liabilities of any kind whatsoever, whether known or unknown, against the Company, that Employee has, assigns (referred to collectively throughout this Agreement as “Ball”) has ever had or may have against Releasees as of the date of execution Ball’s signing of this Agreement and General ReleaseAgreement, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Worker Adjustment Age Discrimination in Employment Act of 1967, as amended; • The Older Workers Benefit Protection Act; • The Xxxxxxxx-Xxxxx Act of 2002; • The National Labor Relations Act; • The Family and Retraining Notification Medical Leave Act, as amended; ● • Pennsylvania Human Relations Act; • Pennsylvania Wage Payment and Collection Law; • Pittsburgh City Code, Chapters 651-659; • The Occupational Safety and Health Act, as amended; ● • The Family and Medical Leave Equal Pay Act of 19931963; ● All • Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All • Any public policy, contract, tort, tort or common lawslaw; and ● All allegations or • Any claims for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director all of the Company (includingabove collectively referred to as “Claims”). This release is intended to be a general release, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights and excludes only those claims under any tax-qualified pension plan statute or common law that Ball is legally barred from releasing. Ball is advised to seek independent legal counsel if Ball seeks clarification on the scope of this release. This release does not include any claims relating to or arising from Ball’s enforcement of this Agreement or for accrued any benefits vested benefits under any other Calgon-sponsored employee benefit planplan (other than severance benefits), policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Companyfor any unemployment compensation benefits.
Appears in 1 contract
Samples: General Release Agreement (Calgon Carbon Corporation)
General Release of Claims. As a condition of qualifying for retirement and in consideration of the payment and benefits described above and for other good and valuable consideration, Employee covenants and agrees as follows:
(a) Employee knowingly and voluntarily releases and forever discharges discharges, to the Company full extent permitted by law, Employer, its parent corporation, affiliates, subsidiaries, divisions, predecessors, successors and assigns and the current and former employees, officers, directors and agents thereof (collectively referred to throughout the remainder of this Agreement as “Employer”), of and from any and all claimsdebts, rightsobligations, promises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of action, demandsjudgments, fees costsdamages, expenses, including attorneys’ feesclaims or demands, in law or in equity, known and liabilities of any kind whatsoever, whether known or unknown, against the Companyasserted and unasserted, that Employee has, has ever had or may have against Employer as of the date of execution of this Agreement and General Release, regarding Employee’s employment at or termination of employment from Employer, any contract (express or implied), any claim for equitable relief or recovery of punitive, compensatory, or other damages or monies, attorneys' fees, any tort, and all claims, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● · Title VII of the Civil Rights Act of 1964, as amended; ● · The Civil Rights Act of 1991; ● · Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● · The Employee Retirement Income Security Act of 1974, as amended; ● · The Immigration Reform and Control Act, as amended; ● · The Age Discrimination in Employment Act of 1967, as amended · The Americans with Disabilities Act of 1990, as amended; ● · The Worker Workers Adjustment and Retraining Notification Act, as amended; ● · The Occupational Safety and Health Act, as amended; ● · The Sxxxxxxx-Xxxxx Act of 2002; · The National Labor Relations Act; · The Genetic Information Nondiscrimination Act of 2008; · The Equal Pay Act of 1963, as amended; · The Family and Medical Leave Act of 1993, as amended; ● All · The Fair Labor Standards Act, as amended; · The Consolidated Omnibus Budget Reconciliation Act, as amended; · The Virginia Human Rights Act – Va. Code § 2.2-3900 et seq.; · Virginia Statutory Provisions Regarding Retaliation/Discrimination for Filing a Workers’ Compensation Claim – Va. Code § 65.2-308(A) and (B); · The Virginia Equal Pay Act – Va. Code § 40.1-28.6; · Virginia Statutory Provisions Regarding Genetic Testing and Genetic Characteristics – Va. Code § 40.1-28.7:1; · The Virginians With Disabilities Act – Va. Code § 51.5-1 et seq.; · AIDS Testing Law – Va. Code Axx. §32.1-36.1; · Virginia Wage Payment and Hour Laws – Va. Code § 40.1-28.8 et seq. and Va. Code § 40.1-29; · Virginia Occupational Safety and Health (VOSH) Law – Va. Code § 40.1-49.3 et seq.; · The Arlington County Human Rights Ordinance; · Any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations regulation or ordinance; and ordinances; ● All · Any public policy, contract, tort, or common lawslaw.
(b) Employee agrees and acknowledges that this Agreement constitutes a knowing and voluntary waiver of all rights or claims he has or may have against Employer as set forth herein, including, but not limited to, all rights or claims arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), including, but not limited to, all claims of age discrimination in employment and all claims of retaliation in violation of the ADEA; and ● All allegations for costs, feesEmployee has no physical or mental impairment of any kind that has interfered with his ability to read and understand the meaning of this Agreement or its terms, and other expenses including that Employee is not acting under the influence of any medication or mind-altering chemical of any type in entering into this Agreement.
(c) Nothing in this Agreement shall prevent Employee (or Employee’s attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: ) from (i) Employee’s rights of indemnification and directors and officers liability insurance coverage commencing an action or proceeding to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); enforce this Agreement or (ii) exercising Employee’s right under the Older Workers Benefit Protection Act of 1990 to challenge the validity of Employee’s waiver of ADEA claims set forth in this paragraph 4 of this Agreement.
(d) Employee understands that, by entering into this Agreement, Employee does not waive rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by that may arise after the Company or under the Consolidated Omnibus Budget Reconciliation Act date of 1985, as amended; (iii) Employee’s execution of this Agreement, including without limitation any rights under Article 7 or Article 11 claims that Employee may have to secure enforcement of the Severance terms and conditions of this Agreement.
(e) Employee acknowledges and agrees that his release of claims prevents him from seeking or recovering any wages, as compensation, damages, penalties, costs, fees or monies of any kind in any class action, representative action or collective action that any individual might file against Employer for matters arising prior to the case may be; execution of this Agreement. Employee further acknowledges and (iv) Employee’s rights as a stockholder agrees that his release of the Companyclaims prevents him from bringing any such an action himself or seeking to represent others in such an action.
Appears in 1 contract
General Release of Claims. Employee knowingly By signing and voluntarily releases and forever discharges the Company not revoking this Agreement, you release IP from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, and liabilities claim of any kind whatsoeverarising out of or related to your employment with IP, the termination of your employment with IP, and any right or claim arising up through the date you sign this Agreement. You also agree that, except as provided in Paragraph 8 below, you will not file or be a party to any legal action, or claim against IP regarding these claims. This Agreement constitutes a “General Release of Claims” and covers all claims under federal, state or local law, whether known based on statute or unknown, against the Companycommon law, that Employee hasrelate to employment, has ever had or may have as of the date of execution of this Agreement and General Release, including, including but not limited to, any alleged violation ofall federal, state, and local discrimination laws, claims, charges, and legal actions under the following: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended(which prohibits age discrimination in employment); ● Title VII of the Civil Rights Act of 1964, as amendedamended (which prohibits harassment or discrimination in employment based on race, color, national origin, religion or sex); ● The Civil Rights Equal Pay Act (which prohibits paying men and women unequal pay for equal work); ● Family and Medical Leave Act (which provides for unpaid leave for family or medical reasons); ● Americans with Disabilities Act (which prohibits discrimination based on disability); ● Genetic Information Nondiscrimination Act of 19912008 (which prohibits use of genetic information to make decisions about health insurance and employment); ● Sections 1981 through 1988 Worker Adjustment and Retraining Notification Act (which requires sixty days’ notice of Title 42 of the United States Code, employment termination in certain situations such as amendedplant closing and mass lay-off); ● The Employee Retirement Income Security Act of 19741974 (“ERISA”), as amendedincluding any claims for breach of fiduciary duty under ERISA; and, ● The Immigration Reform and Control Act, as amended; ● The Americans with Disabilities Act of 1990, as amended; ● The Worker Adjustment and Retraining Notification Act, as amended; ● The Occupational Safety and Health Act, as amended; ● The Family and Medical Leave Act of 1993; ● All Any other federal, state or local civil or human rights laws, whistleblower lawsordinances, or any other localregulations prohibiting employment discrimination or regulating the terms and conditions of employment, state or federal law, regulations and ordinances; ● All public policy, contract, tort, or common laws; and ● All allegations for costs, fees, and other expenses (specifically including attorneys’ fees incurred in these matters. Notwithstanding anything herein but not limited to the contrary, New Jersey Conscientious Employee Protection Act and the sole matters to which the Minnesota Human Rights Act). This Severance Agreement and General Release also includes a release and waiver of any claims for breach of express or implied contract, any claims, whistleblower or anti-retaliation provisions under any federal, state or local statute or common law relating in any way to the employment relationship, and any right to any recovery of money or any other personal remedy. It applies both to claims that you know about and to claims you do not apply are: (i) Employee’s rights of indemnification know about. This Severance Agreement and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard General Release does not release or waive any workers’ compensation or unemployment benefit claims or any other claim to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan extent that those claims cannot be released or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Companywaived according to applicable law.
Appears in 1 contract
General Release of Claims. Employee knowingly and voluntarily releases and forever discharges the Company from any and all claims, rights, causes of action, demands, fees damages, fees, costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or unknown, against the Company, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● Title VII of the Civil Rights Act of 1964, as amended; ● The Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● The Employee Retirement Income Security Act of 1974, as amended; ● The Immigration Reform and Control Act, as amended; ● The Americans with Disabilities Act of 1990, as amended; ● The Worker Adjustment and Retraining Notification Act, as amended; ● The Occupational Safety and Health Act, as amended; ● The Family and Medical Leave Act of 1993; ● All other federal, state or local civil or human rights laws, whistleblower laws, or any other local, state or federal law, regulations and ordinances; ● All public policy, contract, tort, or common laws; and ● All allegations for costs, fees, and other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights rights, if any, of indemnification and directors and officers liability insurance coverage to which the Executive Associate was entitled immediately prior to __________ __, 20__ with regard to the ExecutiveAssociate’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement)Company; (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 7.3 or Article 11 7.5 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Company; (v) Employee’s right to file charges or complaints with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”), although Employee waives the Associate’s right to recover any damages or other relief in any claim or suit brought by or through the Government Agencies on behalf of Employee under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964 as amended, the Americans with Disabilities Act, or any other federal or state discrimination law, except where such waivers are prohibited by law, provided, however, this Agreement and General Release does not limit Employee’s right to receive an award for information provided to any Government Agencies; (vi) Employee’s rights to file charges with the Equal Employment Opportunity Commission, or any government agency concerning claims of discrimination, although Employee waives the Associate’s right to recover any damages or other relief in any claim or suit brought by or through the Equal Employment Opportunity Commission or any other federal, state or local agency on behalf of Employee under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964 as amended, the Americans with Disabilities Act, or any other federal or state discrimination law, except where such waivers are prohibited by law; and (vii) Employee’s rights that cannot be released by private agreement under applicable law.
Appears in 1 contract
Samples: Severance Agreement (Carmax Inc)
General Release of Claims. Employee The Executive, on behalf of himself and his heirs, successors and assigns (the “Releasing Parties”), knowingly and voluntarily releases and forever discharges discharges, to the full extent permitted by law, the Company, its successors and assigns, current and former parents, affiliated and subsidiary corporations of the Company and of their successors and assigns, and the current and former members, shareholders, directors, officers, insurers, attorneys, employees, including without limitation, agents of the Company (collectively referred to as the “Released Parties”), of and from any and all claims, rights, causes of action, demands, fees costs, expenses, including attorneys’ fees, known and liabilities of any kind whatsoever, whether known or unknown, against asserted and unasserted, the Company, that Employee has, has ever had Releasing Parties have or may have against the Company or any of the Released Parties, as of the date of execution of this Agreement Agreement, related to employment with or termination from the Company; except claims the Releasing Parties may have to enforce this Agreement. Listed below are examples of the statutes and General Releasecauses of action under which the Releasing Parties will not bring any claim. If the law prohibits a waiver of claims under any such statute or cause of action, includingthe Releasing Parties hereby acknowledge that the Releasing Parties have no valid claim under those statutes or causes of action. The claims released or acknowledged not to exist include, but are not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● · Title VII of the Civil Rights Act of 1964, as amended; ● The Civil Rights Act of 1991; ● · Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● · The Employee Retirement Income Security Act of 1974, as amendedamended ("ERISA") (except for any vested benefits under any tax qualified benefit plan); ● · The Immigration Reform and Control Act, as amended; ● · The Americans with Disabilities Act of 1990, as amended; ● · The Worker Workers Adjustment and Retraining Notification Act, as amended; ● · The Occupational Safety and Health Act, as amended; ● · The Family and Medical Leave Sxxxxxxx-Xxxxx Act of 19932002; ● All other federal, state or local civil or human rights laws, whistleblower laws, or any other local, state or federal law, regulations and ordinances· The Fair Credit Reporting Act; ● All public policy, contract, tort, or common laws; and ● All allegations for costs, fees, and other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985· The National Labor Relations Act, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Company.;
Appears in 1 contract
Samples: Separation Agreement (Eastern Co)
General Release of Claims. Employee knowingly and voluntarily As a material provision of this Final Release, Executive releases and forever discharges discharges, to the Company fullest extent permitted by law, any and all Released Parties (defined below) from any and all claims, rightsdemands, causes of action, demandsliabilities, fees costs, expenses, and damages (including attorneys’ fees, fees and liabilities costs actually incurred) of any kind whatsoever, whether known or known, unknown, against the Companyor suspected, that Employee haswhether contingent, has ever had not contingent, asserted or may have as of not asserted, and whether based in common law, tort, contract, or any federal, state, or local law, statute, regulation, or emergency order or proclamation, arising at any time up to the date Executive signed this Final Release (“Released Claims”). Such Released Claims include, by way of execution example and without limitation, any claims of this Agreement and General Releasebreach of contract, violation of public policy, defamation or other torts, mental distress, lost wages, lost benefits, discrimination, harassment, whistleblower claims, retaliation, or wrongful or constructive discharge, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● the following laws (including amendments): (a) Title VII of the Civil Rights Act of 1964, as amended; ● The Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of (b) the United States Code, as amended; ● The Employee Retirement Income Security Act of 1974, as amended; ● The Immigration Reform and Control Act, as amended; ● The Americans with Disabilities Act; (c) the Age Discrimination in Employment Act of 19901967 (“ADEA”), as amended(d) the Older Workers’ Benefit Protection Act (OWBPA); ● The Worker Adjustment (e) the Uniform Services Employment and Retraining Notification ActRe-Employment Rights Act (USERRA); (f) federal, as amendedstate, and local wage and hour laws; ● The Occupational Safety (g) federal, state, and Health Actlocal laws related to discrimination, as amendedharassment, retaliation, reasonable accommodations, or protected leaves of absence or time off; ● The Family and Medical Leave Act of 1993; ● All (h) any other federal, state state, or local civil or human rights lawslaw, whistleblower lawsrule, regulation, or ordinance; (i) any other local, state or federal law, regulations and ordinances; ● All public policy, contract, tort, or common lawslaw; and ● All allegations or (j) any law, regulation, rule, equitable principle, contractual obligation, or common law provision allowing for damages, costs, attorneys’ fees, and or other fees or expenses including attorneys’ fees incurred in these mattersconnection with Executive’s employment with the Company. Notwithstanding anything herein to “Released Parties” and “Released Party” are defined as set forth in in Section 3.2 of the contrary, Separation Agreement. Executive acknowledges that the sole matters to which the Separation Agreement and General this Final Release do not apply are: constitute full and final settlement of any and all Released Claims, and this Final Release releases the Released Parties from any further liability to Executive (ior to anyone else Executive has power to bind in this Final Release) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ in connection with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Companysuch claims.
Appears in 1 contract
General Release of Claims. Employee knowingly Executive hereby irrevocably and voluntarily releases unconditionally releases, acquits and forever discharges the Company Company, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of each of the foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from any and all claims, rights, causes of action, demands, fees costsdebts, expenses, including attorneys’ fees, damages and liabilities of any kind whatsoeverevery name and nature, whether known or unknownunknown (“Claims”) that, against the Company, that Employee has, has ever had or may have as of the date when Executive signs this Agreement, Executive has, ever had, now claims to have or ever claimed to have had against any or all of execution the Releasees. This release includes, without limitation, all Claims: relating to Executive’s employment by and termination of this Agreement and General Releaseemployment with the Company; of wrongful discharge; of breach of contract; of retaliation or discrimination under federal, state or local law of the United States (including, but not limited towithout limitation, any alleged violation of: ● The Claims of age discrimination or retaliation under the Age Discrimination in Employment Act of 1967, as amended; ● The and/or the Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● Claims of disability discrimination or retaliation under the Americans with Disabilities Act, and Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964); under any other federal or state statute; of defamation or other torts; of violation of public policy; for wages, as amended; ● The Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of the United States Codebonuses, as amended; ● The Employee Retirement Income Security Act of 1974incentive compensation, as amended; ● The Immigration Reform and Control Actstock, as amended; ● The Americans with Disabilities Act of 1990stock options, as amended; ● The Worker Adjustment and Retraining Notification Act, as amended; ● The Occupational Safety and Health Act, as amended; ● The Family and Medical Leave Act of 1993; ● All other federal, state or local civil or human rights laws, whistleblower laws, vacation pay or any other local, state compensation or federal law, regulations and ordinances; ● All public policy, contract, tort, or common lawsbenefits; and ● All allegations for costsdamages or other remedies of any sort, feesincluding without limitation, compensatory damages, punitive damages, injunctive relief and other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contraryfees; provided, the sole matters to which the Agreement and General Release do however, that this release shall not apply are: affect Executive’s rights (i) Employee’s rights of under this Agreement, (ii) under his existing stock option and restricted stock award agreements, (iii) to indemnification and directors and officers liability insurance coverage to which from the Company for actions or inactions by Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an a director or officer and director of the Company (including, without limitation, under Article 15 pursuant to the by-laws of the Severance Company and that certain Indemnification Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by dated as of November 17, 2003, between the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985and Executive), as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employeeto coverage under the Company’s rights directors and officers insurance policies for actions or inactions by Executive as a stockholder director or officer of the Company, subject to the applicable terms and conditions of such policies. As a material inducement to the Company to enter into this Agreement, Executive represents that he has not assigned to any third party, and has not filed with any agency or court, any Claim released by this Agreement.
Appears in 1 contract
Samples: Retirement Agreement (Mercury Computer Systems Inc)
General Release of Claims. Employee knowingly I hereby voluntarily release Company, and voluntarily releases its subsidiaries, partners, affiliates, owners, agents, officers, directors, employees, successors and forever discharges assigns, and all related persons, individually and in their official capacities (hereinafter collectively referred to as the Company “Released Parties”), of and from any and all claims, rightsknown and unknown, causes relating to my employment or cessation of actionemployment that I, demandsmy heirs, fees costsexecutors, expensesadministrators, including attorneys’ feessuccessors, and liabilities of any kind whatsoeverassigns, whether known or unknown, against the Company, that Employee has, has ever had have or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act any of 1990; ● The (a)The National Labor Relations Act, as amended; ● Title VII of the Civil Rights Act of 1964, as amended; ● The Civil Rights Act of 1991; ● Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● Civil Rights Act of 1991; The Employee Retirement Income Security Act of 1974, as amended1974 (“ERISA”); ● The Immigration Reform and Control Act, as amendedAge Discrimination in Employment Act of 1967; ● The Americans with Disabilities Act of 1990, as amended; ● The Worker Adjustment and Retraining Notification Fair Credit Reporting Act, as amended; ● The Fair Labor Standards Act; The Occupational Safety and Health Act, as amended; ● The Family and Medical Leave Act of 1993; ● All Executive Order 11246; The New York Equal Pay Law; The New York Human Rights Law; The New York Civil RightsLaw; The New York State Wage and Hour Laws; The New York Labor Law, the New York Executive Law ,; The New York Occupational Safety and Health Laws, The New York City Administrative Code, The New York City Human Rights Law, and the New York City Earned Safe and Sick Time Act; including any amendment, consolidation or re-enactment of any of the foregoing, or (b) any other federal, state or local civil or human rights laws, whistleblower laws, law or any other local, state or federal law, regulations and ordinancesregulation or ordinance; ● All (c) any public policy, contract, tort, or common lawslaw; and ● All allegations or (d) any claims for vacation, sick or personal leave, pay or payment pursuant to any practice, policy, handbook, or manual of Company; or any allegation for costs, fees, and fees or other expenses including attorneys’ ' fees and expert's fees incurred in these matters. Notwithstanding anything herein the foregoing, the release set forth in this Section 4 shall not apply to any vested employee benefits accrued by me prior to the contrary, the sole matters to which the Agreement and General effective date of this Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan compensation or claims for accrued vested benefits under any other employee benefit planplans, policy or arrangement programs and arrangements maintained by Company for the Company or under the Consolidated Omnibus Budget Reconciliation Act benefit of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; its employees and (iv) Employee’s rights as a stockholder of the Companysubject to ERISA.
Appears in 1 contract
Samples: Executive Employment Agreement (XpresSpa Group, Inc.)
General Release of Claims. This Section 5 shall supersede and replace Section 8 of the Retention Agreement. Employee knowingly and voluntarily releases and forever discharges Employer, its parent corporation, affiliates, subsidiaries, divisions, successors and assigns and the Company current and former employees, attorneys, officers, directors and agents thereof (collectively referred to throughout this Agreement as “Employer”), of and from any and all claims, rightsarising from any act, causes of actionomission or event that occurred on or before the Effective Date, demands, fees costs, expenses, including attorneys’ fees, known and liabilities of any kind whatsoever, whether known or unknown, against which the Company, that Employee has, has ever had or may have against Employer as of the date of execution Effective Date of this Agreement and General ReleaseAgreement, including, but not limited to, any alleged violation of: ● The Age Discrimination in Employment Act of 1967, as amended; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Worker Age Discrimination in Employment Act of 1967, as amended; • The Family and Medical Leave Act; • The Workers Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● The Family and Medical Leave Act of 1993• Any State or Local Civil Rights laws; ● All • Any State or Local wage law; • Any other federal, state or local civil or human rights laws, whistleblower laws, or any other local, state or federal law, regulations and ordinancesstatute, regulation or ordinance of any kind whatsoever; ● All • Any public policy, contract, tort, or common lawslaw claim; and ● All allegations • Any claim for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contrary, the sole matters this Release shall not release any rights to indemnification which the Employee has in his Indemnification Agreement and General Release do not apply are: dated June 30, 2008 (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance “Indemnification Agreement”); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Company.
Appears in 1 contract
General Release of Claims. Employee knowingly (a) For good and voluntarily releases valuable consideration, including the consideration provided under Section 2 (and any portion thereof), Bxxxxx hereby releases, discharges and forever discharges acquits the Company and Company Parties, from liability for, and Bxxxxx hereby waives, any and all claims, rights, causes of actiondamages, demands, fees costs, expenses, including attorneys’ fees, and liabilities or causes of action of any kind whatsoeverthat Bxxxxx has or could have, whether known or unknown, against any Company Party, including any and all claims, damages, demands, or causes of action relating to Bxxxxx’ employment relationship with any Company Party, the Companytermination of such employment relationship, that Employee has, has ever had or may have as of any other acts or omissions related to any matter occurring or existing on or prior to the date of execution of that Bxxxxx executes this Agreement and General ReleaseAgreement, including, but not limited to, (i) any alleged violation through such date of: ● The Age Discrimination in Employment (A) the Family and Medical Leave Act of 1967, as amended1993; ● The Older Workers Benefit Protection Act of 1990; ● The National Labor Relations Act, as amended; ● (B) Title VII of the Civil Rights Act of 1964, as amended; ● The (C) the Civil Rights Act of 1991; ● (D) Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● The (E) the Americans with Disabilities Act of 1990; (F) the Employee Retirement Income Security Act of 1974, as amended1974 (“ERISA”); ● The (G) the Immigration Reform and Control Act, as amended; ● The (H) the Americans with Disabilities Act of 1990, as amended; ● The Worker Adjustment and Retraining Notification Act, as amended; ● The (I) the Occupational Safety and Health Act, as amended; ● The Family and Medical Leave Act of 1993(J) the National Labor Relations Act; ● All other (K) any federal, state or local civil anti-discrimination or human rights lawsanti-retaliation law; (L) any federal, whistleblower laws, state or local wage and hour law; (M) any other local, state or federal law, regulations regulation or ordinance, including the Arizona Employment Protection Act, the Arizona Civil Rights Act, the Arizona Occupational Health and ordinancesSafety Act, and the Arizona Medical Marijuana Act; ● All and (N) any public policy, contract, tort, or common lawslaw claim; and ● All allegations (ii) any allegation for costs, fees, and or other expenses including attorneys’ fees incurred in these matters. Notwithstanding anything herein to the contraryin, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __or with respect to, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendeda Released Claim; (iii) Employee’s rights any and all rights, benefits or claims Bxxxxx may have under Article 7 any employment contract, incentive compensation plan or Article 11 equity-based plan with any Company Party, including, but not limited to, payment of bonuses for the Severance Agreementfiscal year ending December 31, 2022 or any prior period; (iv) any claim (whether direct or derivative) arising from, or relating to, Bxxxxx’ status as a shareholder or the case may beholder of any interests in the Company or any of its subsidiaries; and (ivv) Employee’s any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.
(b) The Released Claims do not include any claims to the consideration described in Section 2 above or any rights that may first arise after the date that Bxxxxx executes this Agreement. In no event shall the Released Claims include any claim to vested benefits under an employee benefit plan of the Company that is subject to ERISA. Further notwithstanding this release of liability, nothing in this Agreement prevents Bxxxxx from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”) or other governmental agency or participating in any investigation or proceeding conducted by the EEOC, Securities and Exchange Commission, or other governmental agency or cooperating with such agency; provided, however, that Bxxxxx is waiving (to the extent permitted by law) any and all rights to recover any monetary or personal relief from a Company Party as a stockholder result of such EEOC or other governmental agency proceeding or subsequent legal actions. Nothing herein releases Bxxxxx’ right to receive an award for information provided to a governmental agency.
(c) Bxxxxx hereby represents and warrants that, as of the Companytime Bxxxxx executes this Agreement, Bxxxxx has not brought or joined any lawsuit or filed any charge or claim against any of the Company Parties in any court or before any government agency or arbitrator for or with respect to a matter, claim or incident that occurred or arose out of one or more occurrences that took place on or prior to the time at which Bxxxxx signs this Agreement. Bxxxxx hereby further represents that Bxxxxx has not assigned, sold, delivered, transferred or conveyed any rights Bxxxxx has asserted or may have against any of the Company Parties to any person or entity, in each case, with respect to any Released Claims.
Appears in 1 contract
General Release of Claims. Employee knowingly Except as to such rights or claims as may be created by this Agreement, Employee, and voluntarily releases anyone and any entity claiming through Employee, including but limited to Employee’s heirs, administrators, successors in interest, assigns and agents, hereby release and forever discharges discharge Company, and all of its past, present and future employees, officers, directors, members, agents, trustees, administrators, representatives, owners, shareholders, partners, insurers, fiduciaries, attorneys, subsidiaries, parent companies, affiliates, related entities, assigns, predecessors and successors in interest, and each and all of them, jointly and severally (collectively the Company “Released Parties”), from any and all liabilities, claims, rights, causes of action, demandscharges, fees complaints, obligations, costs, expenseslosses, including damages, injuries, penalties, interest, attorneys’ fees, and liabilities other legal responsibilities, of any kind form whatsoever, whether known or unknown, against the Companyunforeseen, that unanticipated, unsuspected or latent, which Employee has, has ever had at any time owned or may have as of the date of held prior to Employee’s execution of this Agreement and General ReleaseAgreement, including, including but not limited to, any alleged violation and all claims arising out of, connected with, or relating to: ● The Age Discrimination in Employment Act • Employee’s employment and/or the end of 1967, as amendedEmployee’s employment with the Released Parties; ● The Older Workers Benefit Protection Act of 1990• Employee’s employment with the Released Parties; ● The National Labor Relations Act, as amended• Any act or omission by the Released Parties; ● • Title VII of the Civil Rights Act of 1964, as amended; ● • The Civil Rights Act of 1991, as amended; ● • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; ● • The Age Discrimination in Employment Act of 1967, as amended; • The Employee Retirement Income Security Act of 1974, as amended; ● • The Immigration Reform and Control Act, as amended; ● • The Americans with Disabilities Act of 1990, as amended; ● • The Worker Fair Labor Standards Act, as amended; • The Workers Adjustment and Retraining Notification Act, as amended; ● • The Occupational Safety and Health Act, as amended; ● • The Family California Fair Employment and Medical Leave Act of 1993Housing Act, as amended; ● All /s/ JP Employee’s Initials • The California Labor Code, as amended; • California Equal Pay Law, as amended; • IWC Wage Orders, as amended; • Any other federal, state or local civil law, regulation or human rights lawsmunicipal ordinance, whistleblower lawsincluding those regulating compensation and those prohibiting discrimination, harassment, or retaliation of any kind; • Any claim based on violation of public policy, breach of contract, tort, fraud, misrepresentation, defamation, or any other local, state common law claim; or federal law, regulations and ordinances; ● All public policy, contract, tort, or common laws; and ● All allegations • Any claim for costs, fees, and interest, or other expenses expenses, including attorneys’ fees incurred fees. The foregoing general release does not apply to any of Employee’s claims that cannot be released as a matter of law. The Parties agree and acknowledge that the release and waiver set forth above shall not prevent Employee from participating in these mattersor cooperating with any state or federal agency’s investigation or charge of discrimination, including the Equal Employment Opportunity Commission (“EEOC”). Notwithstanding anything herein to the contrary, the sole matters to which The Parties further agree and acknowledge that nothing in the Agreement prevents or prohibits Employee from filing a charge of discrimination with a state or federal agency, including the EEOC. However, Employee understands and General Release do not apply are: (i) agrees that Employee is releasing Company from any and all claims by which Employee is giving up the opportunity to recover any compensation, damages, or any other form of relief in any proceeding brought by Employee or on Employee’s rights of indemnification and directors and officers liability insurance coverage to which the Executive was entitled immediately prior to __________ __, 20__ with regard to the Executive’s service as an officer and director of the Company (including, without limitation, under Article 15 of the Severance Agreement); (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7 or Article 11 of the Severance Agreement, as the case may be; and (iv) Employee’s rights as a stockholder of the Companybehalf.
Appears in 1 contract