General Release of the Company. You understand that by agreeing to this release you are agreeing not to sxx, or otherwise file any claim against, the Company or any of its employees or other agents for any reason whatsoever based on anything that has occurred as of the date you sign this Agreement. a) On behalf of yourself and your heirs and assigns, you hereby release and forever discharge the “Releasees” hereunder, consisting of the Company, and each of its owners, affiliates, subsidiaries, divisions, parent corporations, predecessors, successors, assigns, agents, directors, officers, partners, employees, and insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which you now have or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof, including, without limiting the generality of the foregoing, any Claims arising out of, based upon, or relating to your hire, employment, remuneration or resignation by the Releasees, or any of them, including any Claims arising under Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; the Equal Pay Act, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq. the Fair Labor Standards Act, 29 U.S.C. § 215 et seq., the Sxxxxxxx-Xxxxx Act of 2002; the California Labor Code; the employment and civil rights laws of California; Claims for breach of contract; Claims arising in tort, including, without limitation, Claims of wrongful dismissal or discharge, discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the implied covenant of good faith and fair dealing; and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees. b) Notwithstanding the generality of the foregoing, you do not release the following claims: (i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; (ii) Claims for workers' compensation insurance benefits under the terms of any worker's compensation insurance policy or fund of the Company; (iii) Claims to continued participation in certain of the Company's group benefit plans pursuant to the terms and conditions of the federal law known as COBRA; (iv) Your right to bring to the attention of the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing claims of discrimination, harassment and retaliation; provided, however, that you do release your right to secure any damages for such alleged discriminatory treatment; (v) Claims by you against the Company to enforce the terms of this Agreement, including, without limitation, (A) claims for the payment of the cash amounts set forth in Sections 1 and 2 of this Agreement in accordance with the terms of this Agreement and (B) claims for the delivery of the shares of Company common stock underlying the vested Deferred Stock Units described in Section 2 of this Agreement in accordance with the terms of this Agreement, the applicable award agreements, and applicable law and regulation; and (vi) Any other obligation of the Company that cannot be waived as a matter of law. c) YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED OF AND ARE FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: BEING AWARE OF SAID CODE SECTION, YOU HEREBY EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.
Appears in 1 contract
Samples: Transition and Separation Agreement (Redwood Trust Inc)
General Release of the Company. You understand Executive understands that by agreeing to this release you are Release, Executive is agreeing not to sxxxxx, or otherwise file any claim against, the Company or any of its employees or the other agents Releasees (as defined below) for any reason whatsoever based on anything that has occurred as of the date you sign Executive signs this AgreementRelease.
(a) On behalf of yourself Executive and your heirs and Executive’s heirs, assigns, you executors, administrators, trusts, spouse (current of former), domestic partner, and estate, Executive hereby release releases and forever discharge discharges the “Releasees” hereunder, consisting of the Company, and each of its ownersstockholders, affiliates, subsidiaries, divisions, parent corporations, predecessors, successors, assigns, agents, directors, officers, partners, employees, and insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which you Executive now have has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereofExecutive signs this Release, including, without limiting the generality of the foregoing, any Claims arising out of, based upon, or relating to your Executive’s hire, employment, remuneration or resignation separation by the Releasees, or any of them, including any Claims arising under Title VII of the Civil Rights Act of 1964, as amended by amended, 42 U.S.C. § 2000, et seq.; Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq.; Civil Rights Act of 1866, and Civil Rights Act of 1991, ; 42 U.S.C. § 2000 1981, et seq.; the Equal Pay Act, as amended, 29 U.S.C. § 206(d); regulations of the Civil Rights Act Office of 1866Federal Contract Compliance, 42 U.S.C. § 198141 C.F.R. Section 60, et seq.; the The Family and Medical Leave Act of 1993Act, as amended, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Fair Labor Standards Act of 19901938, 42 as amended, 29 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq. .; the California Fair Labor Standards Employment and Housing Act, 29 U.S.C. as amended, Cal. Lab. Code § 215 12940 et seq., the Sxxxxxxx-Xxxxx Act of 2002; the California Labor CodeEqual Pay Law, as amended, Cal. Lab. Code §§ 1197.5(a), 199.5; the employment Xxxxx-Xxxxx-Xxxxxxx Family Rights Act of 1991, as amended, Cal. Gov’t Code §§12945.2, 19702.3; California Labor Code §§ 1101, 1102; the California WARN Act, California Labor Code §§ 1400 et. seq; California Labor Code §§ 1102.5(a), (b); claims for wages under the California Labor Code and civil rights any other federal, state or local laws of California; Claims for breach of contract; Claims arising in tort, including, without limitation, Claims of wrongful dismissal or discharge, discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the implied covenant of good faith and fair dealing; and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s feessimilar effect.
(b) Notwithstanding the generality of the foregoing, you do Executive does not release the following claims:
(i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law;
(ii) Claims for workers' ’ compensation insurance benefits under the terms of any worker's ’s compensation insurance policy or fund of the Company;
(iii) Claims to continued participation in certain of the Company's ’s group benefit plans pursuant to the terms and conditions of the federal law known as COBRA;
(iv) Your Claims for indemnification under California Labor Code Section 2802, the Company’s Certificate of Incorporation, the Company’s Bylaws, the Delaware General Corporation Law or the Indemnification Agreement (as such term is defined in the Separation Agreement);
(v) Executive’s right to bring to the attention of the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing claims of discrimination, harassment and retaliation; provided, however, that you do Executive does release your Executive’s right to secure any damages for such alleged discriminatory treatment;
(vvi) Claims by you against the arising solely out of Executive’s holdings of Company to enforce the terms of this Agreement, including, without limitation, (A) claims for the payment capital stock as of the cash amounts set forth in Sections 1 and 2 of this Agreement in accordance with the terms of this Agreement and date hereof;
(Bvii) claims for the delivery of the shares of Company common stock underlying the vested Deferred Stock Units described in Section 2 of this Agreement in accordance with the terms of this Agreement, the applicable award agreements, and applicable law and regulationAny other claim that may not be released by private agreement; and
(viviii) Any other obligation of the Company that cannot be waived as a matter of law.
(c) YOU ACKNOWLEDGE In accordance with the Older Workers Benefit Protection Act of 1990, Executive has been advised of the following:
(i) Executive should consult with an attorney before signing this Release;
(ii) Executive has been given at least twenty-one (21) days to consider this Release;
(iii) Executive has seven (7) days after signing this Release to revoke it. If Executive wishes to revoke this Release, Executive must deliver notice of Executive’s revocation in writing, no later than 5:00 p.m. on the 7th day following Executive’s execution of this Release to Xxxxxxx Xxxxxx, Senior Vice President, General Counsel and Secretary, 000 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxxxxxx 00000, fax: (650) 421‑8108. Executive understands that if he revokes this Release, it will be null and void in its entirety, and he will not be entitled to any payments or benefits provided in the Separation Agreement, other than as provided in Section 3 thereof.
(d) EXECUTIVE ACKNOWLEDGES THAT YOU HAVE EXECUTIVE HAS BEEN ADVISED OF AND ARE IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: BEING AWARE OF SAID CODE SECTION, YOU EXECUTIVE HEREBY EXPRESSLY WAIVE WAIVES ANY RIGHTS YOU EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.
Appears in 1 contract
General Release of the Company. You understand Executive understands that by agreeing to this release you are Release, Executive is agreeing not to sxxxxx, or otherwise file any claim against, the Company or any of its employees or the other agents Releasees (as defined below) for any reason whatsoever based on anything that has occurred as of the date you sign Executive signs this AgreementRelease.
(a) On behalf of yourself Executive and your heirs and Executive’s heirs, assigns, you executors, administrators, trusts, spouse (current of former), domestic partner, and estate, Executive hereby release releases and forever discharge discharges the “Releasees” hereunder, consisting of the Company, and each of its ownersstockholders, affiliates, subsidiaries, divisions, parent corporations, predecessors, successors, assigns, agents, directors, officers, partners, employees, and insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which you Executive now have has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereofExecutive signs this Release, including, without limiting the generality of the foregoing, any Claims arising out of, based upon, or relating to your Executive’s hire, employment, remuneration or resignation separation by the Releasees, or any of them, including any Claims arising under Title VII of the Civil Rights Act of 1964, as amended by amended, 42 U.S.C. § 2000, et seq.; Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq.; Civil Rights Act of 1866, and Civil Rights Act of 1991, ; 42 U.S.C. § 2000 1981, et seq.; the Equal Pay Act, as amended, 29 U.S.C. § 206(d); regulations of the Civil Rights Act Office of 1866Federal Contract Compliance, 42 U.S.C. § 198141 C.F.R. Section 60, et seq.; the The Family and Medical Leave Act of 1993Act, as amended, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Fair Labor Standards Act of 19901938, 42 as amended, 29 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq. .; the California Fair Labor Standards Employment and Housing Act, 29 U.S.C. as amended, Cal. Lab. Code § 215 12940 et seq., the Sxxxxxxx-Xxxxx Act of 2002; the California Labor CodeEqual Pay Law, as amended, Cal. Lab. Code §§ 1197.5(a), 199.5; the employment Xxxxx-Xxxxx-Xxxxxxx Family Rights Act of 1991, as amended, Cal. Gov’t Code §§12945.2, 19702.3; California Labor Code §§ 1101, 1102; the California WARN Act, California Labor Code §§ 1400 et. seq; California Labor Code §§ 1102.5(a), (b); claims for wages under the California Labor Code and civil rights any other federal, state or local laws of California; Claims for breach of contract; Claims arising in tort, including, without limitation, Claims of wrongful dismissal or discharge, discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the implied covenant of good faith and fair dealing; and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s feessimilar effect.
(b) Notwithstanding the generality of the foregoing, you do Executive does not release the following claims:
(i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law;
(ii) Claims for workers' ’ compensation insurance benefits under the terms of any worker's ’s compensation insurance policy or fund of the Company;
(iii) Claims to continued participation in certain of the Company's ’s group benefit plans pursuant to the terms and conditions of the federal law known as COBRA;
(iv) Your Claims for indemnification under California Labor Code Section 2802, the Company’s Certificate of Incorporation, the Company’s Bylaws, the Delaware General Corporation Law or the Indemnification Agreement (as such term is defined in the Separation Agreement);
(v) Executive’s right to bring to the attention of the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing claims of discrimination, harassment and retaliation; provided, however, that you do Executive does release your Executive’s right to secure any damages for such alleged discriminatory treatment;
(vvi) Claims by you against the arising solely out of Executive’s holdings of Company to enforce the terms of this Agreement, including, without limitation, (A) claims for the payment capital stock as of the cash amounts set forth in Sections 1 and 2 of this Agreement in accordance with the terms of this Agreement and date hereof;
(Bvii) claims for the delivery of the shares of Company common stock underlying the vested Deferred Stock Units described in Section 2 of this Agreement in accordance with the terms of this Agreement, the applicable award agreements, and applicable law and regulationAny other claim that may not be released by private agreement; and
(viviii) Any other obligation of the Company that cannot be waived as a matter of law.
(c) YOU ACKNOWLEDGE In accordance with the Older Workers Benefit Protection Act of 1990, Executive has been advised of the following:
(i) Executive should consult with an attorney before signing this Release;
(ii) Executive has been given at least forty (45) days to consider this Release;
(iii) Executive has seven (7) days after signing this Release to revoke it. If Executive wishes to revoke this Release, Executive must deliver notice of Executive’s revocation in writing, no later than 5:00 p.m. on the 7th day following Executive’s execution of this Release to Xxxxxxx Xxxxxx, Senior Vice President, General Counsel and Secretary, 000 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxxxxxx 00000, fax: (650) 421‑8108. Executive understands that if he revokes this Release, it will be null and void in its entirety, and he will not be entitled to any payments set forth in Section 4 of the Separation Agreement.
(d) EXECUTIVE ACKNOWLEDGES THAT YOU HAVE EXECUTIVE HAS BEEN ADVISED OF AND ARE IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: BEING AWARE OF SAID CODE SECTION, YOU EXECUTIVE HEREBY EXPRESSLY WAIVE WAIVES ANY RIGHTS YOU EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.
Appears in 1 contract
General Release of the Company. You understand Executive understands that by agreeing to this release you are Release, Executive is agreeing not to sxxxxx, or otherwise file any claim against, the Company or any of its employees or the other agents Releasees (as defined below) for any reason whatsoever based on anything that has occurred as of the date you sign Executive signs this AgreementRelease.
a) a. On behalf of yourself Executive and your heirs and Executive's heirs, assigns, you executors, administrators, trusts, spouse (current of former), domestic partner, and estate, Executive hereby release releases and forever discharge discharges the “Releasees” hereunder, consisting of the Company, and each of its ownersstockholders, affiliates, subsidiaries, divisions, parent corporations, predecessors, successors, assigns, agents, directors, officers, partners, employees, and insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which you Executive now have has or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereofExecutive signs this Release, including, without limiting the generality of the foregoing, any Claims arising out of, based upon, or relating to your Executive's hire, employment, remuneration or resignation separation by the Releasees, or any of them, including any Claims arising under Title VII of the Civil Rights Act of 1964, as amended by amended, 42 U.S.C. § 2000, et seq.; Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq.; Civil Rights Act of 1866, and Civil Rights Act of 1991, ; 42 U.S.C. § 2000 1981, et seq.; the Equal Pay Act, as amended, 29 U.S.C. § 206(d); regulations of the Civil Rights Act Office of 1866Federal Contract Compliance, 42 U.S.C. § 198141 C.F.R. Section 60, et seq.; the The Family and Medical Leave Act of 1993Act, as amended, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Fair Labor Standards Act of 19901938, 42 as amended, 29 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 201 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq. .; the California Fair Labor Standards Employment and Housing Act, 29 U.S.C. as amended, Cal. Lab. Code § 215 12940 et seq., the Sxxxxxxx-Xxxxx Act of 2002; the California Labor CodeEqual Pay Law, as amended, Cal. Lab. Code §§ 1197.5(a), 199.5; the employment Xxxxx-Xxxxx-Xxxxxxx Family Rights Act of 1991, as amended, Cal. Gov't Code §§12945.2, 19702.3; California Labor Code §§ 1101, 1102; the California WARN Act, California Labor Code §§ 1400 et. seq; California Labor Code §§ 1102.5(a), (b); claims for wages under the California Labor Code and civil rights any other federal, state or local laws of California; Claims for breach of contract; Claims arising in tort, including, without limitation, Claims of wrongful dismissal or discharge, discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the implied covenant of good faith and fair dealing; and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s feessimilar effect.
b) b. Notwithstanding the generality of the foregoing, you do Executive does not release the following claims:
(i) i. Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law;
(ii) . Claims for workers' compensation insurance benefits under the terms of any worker's compensation insurance policy or fund of the Company;
(iii) . Claims to continued participation in certain of the Company's group benefit plans pursuant to the terms and conditions of the federal law known as COBRA;
iv. Claims for indemnification under California Labor Code Section 2802, the Company's Certificate of Incorporation, the Company's Bylaws, the Delaware General Corporation Law or the Indemnification Agreement (iv) Your as such term is defined in the Separation Agreement);
v. Executive's right to bring to the attention of the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing claims of discrimination, harassment and retaliation; provided, however, that you do Executive does release your Executive's right to secure any damages for such alleged discriminatory treatment;
(v) vi. Claims by you against the arising solely out of Executive's holdings of Company to enforce the terms of this Agreement, including, without limitation, (A) claims for the payment capital stock as of the cash amounts set forth in Sections 1 and 2 of this Agreement in accordance with the terms of this Agreement and (B) claims for the delivery of the shares of Company common stock underlying the vested Deferred Stock Units described in Section 2 of this Agreement in accordance with the terms of this Agreement, the applicable award agreements, and applicable law and regulationdate hereof;
vii. Any other claim that may not be released by private agreement; and
(vi) viii. Any other obligation of the Company that cannot be waived as a matter of law.
cc. In accordance with the Older Workers Benefit Protection Act of 1990, Executive has been advised of the following:
i. Executive should consult with an attorney before signing this Release;
ii. Executive has been given at least twenty-one (21) YOU ACKNOWLEDGE days to consider this Release;
iii. Executive has seven (7) days after signing this Release to revoke it. If Executive wishes to revoke this Release, Executive must deliver notice of Executive's revocation in writing, no later than 5:00 p.m. on the 7th day following Executive's execution of this Release to Xxxxxxx Xxxxxx, Senior Vice President, General Counsel and Secretary, 000 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxxxxxx 00000, fax: (650) 421‑8108. Executive understands that if he revokes this Release, it will be null and void in its entirety, and he will not be entitled to any payments or benefits provided in the Separation Agreement, other than as provided in Section 3 thereof.
d. EXECUTIVE ACKNOWLEDGES THAT YOU HAVE EXECUTIVE HAS BEEN ADVISED OF AND ARE IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: BEING AWARE OF SAID CODE SECTION, YOU EXECUTIVE HEREBY EXPRESSLY WAIVE WAIVES ANY RIGHTS YOU EXECUTIVE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.
Appears in 1 contract
General Release of the Company. You understand that by agreeing to this release Release you are agreeing not to sxxsue, or otherwise file any claim against, the Company or any of its employees or other agents for any reason whatsoever based on anything that has occurred as of the date you sign this Agreementagreement.
a) On behalf of yourself and your heirs and assigns, you hereby release and forever discharge the “Releasees” hereunder, consisting of the Company, and each of its owners, affiliates, subsidiaries, divisions, parent corporations, predecessors, successors, assigns, agents, directors, officers, partners, employees, and insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which you now have or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof, including, without limiting the generality of the foregoing, any Claims arising out of, based upon, or relating to your hire, employment, remuneration or resignation by the Releasees, or any of them, including any Claims arising under the Age Discrimination in Employment Act (“ADEA”), as amended, 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; the Equal Pay Act, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq. the Fair Labor Standards Act, 29 U.S.C. § 215 et seq., the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002; the California Labor Code; the employment and civil rights laws of California; Claims for breach of contract; Claims arising in tort, including, without limitation, Claims of wrongful dismissal or discharge, discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the implied covenant of good faith and fair dealing; and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees.
b) Notwithstanding the generality of the foregoing, you do not release the following claims:
(i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law;
(ii) Claims for workers' ’ compensation insurance benefits under the terms of any worker's ’s compensation insurance policy or fund of the Company;
(iii) Claims to continued participation in certain of the Company's ’s group benefit plans pursuant to the terms and conditions of the federal law known as COBRA;
(iv) Your right to bring to the attention of the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing claims of discrimination, harassment and retaliation; provided, however, that you do release your right to secure any damages for such alleged discriminatory treatment;
(v) Claims by you against the Company Your right to enforce the terms of this Agreement, including, without limitation, (A) claims for the payment of the cash amounts set forth in Sections 1 and 2 of this Agreement in accordance with the terms of this Agreement and (B) claims for the delivery of the shares of Company common stock underlying the vested Deferred Stock Units described in indemnity under California Labor Code Section 2 of this Agreement in accordance with the terms of this Agreement, the applicable award agreements, and applicable law and regulation2802; and
(vi) Any other obligation of the Company that cannot be waived as a matter of law.
c) YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED OF AND ARE FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: BEING AWARE OF SAID CODE SECTION, YOU HEREBY EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.
Appears in 1 contract
Samples: Employment Transition and Separation Agreement (Opentable Inc)
General Release of the Company. You understand that by agreeing to this release Release you are agreeing not to sxx, or otherwise file any claim against, the Company or any of its employees or other agents for any reason whatsoever based on anything that has occurred as of the date you sign this AgreementRelease.
(a) On behalf of yourself and your heirs and assigns, you hereby release and forever discharge the “Releasees” hereunder, consisting of the Company, and each of its owners, affiliates, subsidiaries, divisions, parent corporations, predecessors, successors, assigns, agents, directors, officers, partners, employees, and insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which you now have or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof, including, without limiting the generality of the foregoing, any Claims arising out of, based upon, or relating to your hire, employment, remuneration or resignation by the Releasees, or any of them, including any Claims arising under the Age Discrimination in Employment Act (“ADEA”), as amended, 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; the Equal Pay Act, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq. the Fair Labor Standards Act, 29 U.S.C. § 215 et seq., the Sxxxxxxx-Xxxxx Act of 2002; the California Labor CodeNew Jersey Law Against Discrimination; the employment New Jersey Civil Rights Act; the New Jersey Conscientious Employee Protection Act; the New Jersey Temporary Disability Benefits Law, the New Jersey Paid Sick Leave Act; the New Jersey Security and civil rights laws Financial Empowerment Act; New Jersey State Wage and Hour Law; New Jersey Wage Payment Act; the New Jersey Freedom from Employer Intimidation Act; the New Jersey Family Leave Act; Title VII of Californiathe Civil Rights Act of 1964 (as amended); Claims for breach of contract; Claims arising in tort, including, without limitation, Claims of wrongful dismissal or discharge, discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the implied covenant of good faith and fair dealing; and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees.
(b) Notwithstanding the generality of the foregoing, you do not release the following claims:
(i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law;
(ii) Claims for workers' ’ compensation insurance benefits under the terms of any worker's ’s compensation insurance policy or fund of the Company;
(iii) Claims to continued participation in certain of the Company's ’s group benefit plans pursuant to the terms and conditions of the federal law known as COBRA;
(iv) Your right to bring to the attention of the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing New Jersey Division on Civil Rights claims of discrimination, harassment and retaliation; provided, however, that you do release your right to secure any damages for such alleged discriminatory treatment;
(v) Claims by you against the Company to enforce the terms of this the Retirement Agreement, including, without limitation, (A) claims for the payment of the cash amounts set forth in Sections 1 2 and 2 3 of this that Agreement in accordance with the terms of this Agreement and (B) claims for the delivery of the shares of Company common stock underlying the vested Deferred Stock Units described in Section 2 of this Agreement in accordance with the terms of this that Agreement, the applicable award agreements, and applicable law and regulation; and
(vi) Any other obligation of the Company that cannot be waived as a matter of law.
c) YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED OF AND ARE FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: BEING AWARE OF SAID CODE SECTION, YOU HEREBY EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.
Appears in 1 contract
Samples: Retirement Agreement (Monmouth Real Estate Investment Corp)
General Release of the Company. You understand that by agreeing to this release you are agreeing not to sxxsue, or otherwise file any claim against, the Company or any of its directors, officers, managers, employees or other agents for any reason whatsoever based on anything that has occurred as of the date you sign this Agreementagreement.
a) On behalf of yourself and your heirs and assigns, you hereby release and forever discharge the “Releasees” hereunder, consisting of the Company, and each of its owners, affiliates, subsidiaries, divisions, parent corporations, predecessors, successors, assigns, agents, directors, officers, partnersmanagers, employees, agents and insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which you now have or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof, including, without limiting the generality of the foregoing, any Claims arising out of, based upon, or relating to your recruitment, hire, employment, remuneration or resignation separation from employment by the Releasees, or any of them, including any Claims arising under any claims arising under the Age Discrimination in Employment Act (“ADEA”), as amended, 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; the Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq. the Fair Labor Standards Act, 29 U.S.C. § 215 et seq., the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002; all Claims arising out of the California Colorado Anti-Discrimination Act; ch. 21 of the Texas Labor Code; the employment Massachusetts Fair Employment Practices Act., Mass. Gen. Laws ch. 151B, § 1 et seq.; the Massachusetts Civil Rights Act, Mass. Gen. Laws ch. 12, §§ 11H and civil rights 11I; the Massachusetts Equal Rights Act, Mass. Gen. Laws. ch. 93, § 102 and Mass. Gen. Laws ch. 214, § 1C; Mass. Gen. Laws ch. 214, § 1B (Massachusetts right of privacy law); the Massachusetts Infertility Insurance Mandate, Mass. Gen. Laws ch. 175, § 47H; the Massachusetts Parental Leave Act, Mass. Gen. Laws ch. 149, § 105D, and the Massachusetts Small Necessities Leave Act, Mass. Gen. Laws ch. 149, § 52D; all Claims for wages, bonuses, commissions, incentive compensation, stock, stock options, equity, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, Mass. Gen. Laws ch. 149, §§ 148-150C or otherwise; Claims arising under any other state or local laws of Californiathe Commonwealth of Massachusetts governing labor and employment; Claims for breach of contract; Claims arising in tort, including, without limitation, Claims of wrongful dismissal or discharge, discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the implied covenant of good faith and fair dealing; and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees.
b) Notwithstanding the generality of the foregoing, you do not release the following claims:
any Claims (i) Claims for unemployment compensation or any state disability insurance benefits pursuant to that arise from your ownership of vested equity securities of the terms of applicable state law;
Company, (ii) Claims for workers' compensation indemnification by the Company or any of its affiliates pursuant to contract, directors’ and officers’ insurance benefits under the terms of any worker's compensation insurance policy or fund of the Company;
applicable law or (iii) Claims to continued participation in certain that cannot be released as a matter of the Company's group benefit plans pursuant to the terms and conditions of the federal law known as COBRA;
including, without limitation, (ivA) Your your right to bring to the attention of the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing equivalent Massachusetts agency claims of discrimination, harassment harassment, interference with leave rights, and retaliation; provided, however, that you do release your right to secure any damages for any such alleged discriminatory treatment;
(v) Claims by you against the Company to enforce the terms of this Agreement, including, without limitation, (A) claims for the payment of the cash amounts set forth in Sections 1 and 2 of this Agreement in accordance with the terms of this Agreement and (B) claims for the delivery of the shares of Company common stock underlying the vested Deferred Stock Units described in Section 2 of this Agreement in accordance with the terms of this Agreementyour right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator, including, but not limited to, the applicable award agreementsU.S. Securities and Exchange Commission, and applicable law and regulation; and
(vi) Any other obligation the U.S. Commodity Futures Trading Commission, or the U.S. Department of the Company that cannot be waived as a matter of lawJustice.
c) YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED OF AND ARE FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542You have been informed that, WHICH PROVIDES AS FOLLOWS: BEING AWARE OF SAID CODE SECTIONby statute or common law, YOU HEREBY EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE THEREUNDERa general release of claims may not extend to Claims that you do not know or suspect to exist in your favor at the time of executing the release, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECTwhere such Claims, if known to you, may have materially affected your decision to settle. Being aware of such statutory or common laws principles, you nonetheless agree to waive your right to pursue such unknown Claims against the Releasees.
d) In accordance with the Older Workers Benefit Protection Act of 1990, you should be aware of the following:
i) You have the right to consult with an attorney before signing this agreement;
ii) You have forty-five (45) days, from the original date of this letter, to consider this Agreement;
iii) You have seven (7) days after signing this agreement to revoke this agreement, and this agreement will not be effective; and
iv) the job titles and ages of all individuals eligible or selected for the separation package and the ages of all individuals in the same decisional unit who are not eligible for the separation package are listed on the form attached as Appendix B.
e) This Agreement was modified at your request and to your benefit on March 20, 2023 and therefore the consideration period hereunder shall not be extended as a result.
f) If you wish to revoke your acceptance of this agreement, you must deliver written notice stating your intent to revoke via email to Xxxxx Xxxxx at , on or before 5:00 p.m. Eastern on the seventh (7th) day after the date on which you sign this agreement. The eighth (8th) day following your signature of this agreement without revocation shall be the effective date of this Agreement.
g) On or within five (5) days after your Separation Date, you must also sign and return the Bring-Down Release attached as Appendix A to update your release of all claims. You will have seven (7) days to revoke the Bring-Down Release as noted therein. The eighth (8th) day following your signature of the Bring-Down Release without revocation shall be the effective date of the Bring-Down Release.
Appears in 1 contract
Samples: Separation Agreement (Frequency Therapeutics, Inc.)
General Release of the Company. You understand that by agreeing to this release you are agreeing not to sxxsue, or otherwise file any claim against, the Company or any of its directors, officers, managers, employees or other agents for any reason whatsoever based on anything that has occurred as of the date you sign this Agreementagreement.
a) On behalf of yourself and your heirs and assigns, you hereby release and forever discharge the “Releasees” hereunder, consisting of the Company, and each of its owners, affiliates, subsidiaries, divisions, parent corporations, predecessors, successors, assigns, agents, directors, officers, partnersmanagers, employees, agents and insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which you now have or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof, including, without limiting the generality of the foregoing, any Claims arising out of, based upon, or relating to your recruitment, hire, employment, remuneration or resignation separation from employment by the Releasees, or any of them, including any Claims arising under any claims arising under the Age Discrimination in Employment Act (“ADEA”), as amended, 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; the Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq. the Fair Labor Standards Act, 29 U.S.C. § 215 et seq., the Sxxxxxxx-Xxxxx Act of 2002; all Claims arising out of the California Colorado Anti-Discrimination Act; ch. 21 of the Texas Labor Code; the employment and civil rights laws of California; Claims for breach of contract; Claims arising in tort, including, without limitation, Claims of wrongful dismissal or discharge, discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the implied covenant of good faith and fair dealing; and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees.
b) Notwithstanding the generality of the foregoing, you do not release the following claims:
(i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law;
(ii) Claims for workers' compensation insurance benefits under the terms of any worker's compensation insurance policy or fund of the Company;
(iii) Claims to continued participation in certain of the Company's group benefit plans pursuant to the terms and conditions of the federal law known as COBRA;
(iv) Your right to bring to the attention of the Equal Employment Opportunity Commission or the California Department of Massachusetts Fair Employment and Housing claims of discriminationPractices Act., harassment and retaliationMass. Gen. Laws ch. 151B, § 1 et seq.; providedthe Massachusetts Civil Rights Act, however, that you do release your right to secure any damages for such alleged discriminatory treatment;
(v) Claims by you against the Company to enforce the terms of this Agreement, including, without limitation, (A) claims for the payment of the cash amounts set forth in Sections 1 and 2 of this Agreement in accordance with the terms of this Agreement and (B) claims for the delivery of the shares of Company common stock underlying the vested Deferred Stock Units described in Section 2 of this Agreement in accordance with the terms of this Agreement, the applicable award agreements, and applicable law and regulation; and
(vi) Any other obligation of the Company that cannot be waived as a matter of law.
c) YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED OF AND ARE FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: BEING AWARE OF SAID CODE SECTION, YOU HEREBY EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.Mass.
Appears in 1 contract
Samples: Separation Agreement (Frequency Therapeutics, Inc.)
General Release of the Company. You understand that by agreeing to this release you are agreeing not to sxxxxx, or otherwise file any claim against, the Company or any of its employees or other agents for any reason whatsoever based on anything that has occurred as of the date you sign this Agreementagreement.
a) On behalf of yourself and your heirs and assigns, you hereby release and forever discharge the “Releasees” hereunder, consisting of the Company, and each of its owners, affiliates, subsidiaries, divisions, parent corporations, predecessors, successors, assigns, agents, directors, officers, partners, employees, and insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which you now have or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof, including, without limiting the generality of the foregoing, any Claims arising out of, based upon, or relating to your hire, employment, remuneration or resignation by the Releasees, or any of them, including any Claims arising under the Age Discrimination in Employment Act (“ADEA”), as amended, 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; the Equal Pay Act, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq. the Fair Labor Standards Act, 29 U.S.C. § 215 et seq., the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002; the California Labor Code; the employment and civil rights laws of California; Claims for breach of contract; Claims arising in tort, including, without limitation, Claims of wrongful dismissal or discharge, discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the implied covenant of good faith and fair dealing; and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees.
b) . Notwithstanding the generality of the foregoing, you do not release the following claims:
(i) Claims any claims that cannot be released as a matter of law including, without limitation, claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law;
(ii) Claims for workers' compensation insurance benefits indemnity under the terms of any worker's compensation insurance policy or fund of the Company;
(iii) Claims to continued participation in certain of the Company's group benefit plans pursuant to the terms California Labor Code and conditions of the federal law known as COBRA;
(iv) Your your right to bring to the attention of the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing claims of discrimination, harassment and retaliation; provided, however, that you do release your right to secure any damages for such any alleged discriminatory treatment;.
(vb) Claims by you against the Company to enforce the terms of this Agreement, including, without limitation, (A) claims for the payment of the cash amounts set forth in Sections 1 and 2 of this Agreement in In accordance with the terms Older Workers Benefit Protection Act of 1990, you have been advised of the following:
i) You have the right to consult with an attorney before signing this Release;
ii) You have been given at least twenty-one (21) days to consider this Release;
iii) You have seven (7) days after signing this Release to revoke your agreement to it, and that agreement will not be effective, and you will not receive any of the separation benefits outlined in the employment agreement between you and the Company dated , 201 , until that revocation period has expired. If you wish to revoke your acceptance of this Agreement and (B) claims for Release, you must deliver such notice in writing, no later than 5:00 p.m. on the delivery of the shares of Company common stock underlying the vested Deferred Stock Units described 7th day following your signature to [NAME OF RESPONSIBLE PERSON] in Section 2 of this Agreement in accordance with the terms of this Agreement, the applicable award agreements, and applicable law and regulation; and
(vi) Any other obligation of the Company that cannot be waived as a matter of lawHuman Resources at [FAX NUMBER] by fax or [EMAIL ADDRESS] by e-mail.
c) YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED OF AND ARE FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: BEING AWARE OF SAID CODE SECTION, YOU HEREBY EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.
Appears in 1 contract
Samples: Employment Agreement (QLT Inc/Bc)
General Release of the Company. You understand that by agreeing to this release you are agreeing not to sxxsue, or otherwise file any claim against, the Company or any of its directors, officers, managers, employees or other agents for any reason whatsoever based on anything that has occurred as of the date you sign this Agreementagreement.
a) On behalf of yourself and your heirs and assigns, you hereby release and forever discharge the “Releasees” hereunder, consisting of the Company, and each of its owners, affiliates, subsidiaries, divisions, parent corporations, predecessors, successors, assigns, agents, directors, officers, partnersmanagers, employees, agents and insurers, and all persons acting by, through, under or in concert with them, or any of them, of and from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which you now have or may hereafter have against the Releasees, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof, including, without limiting the generality of the foregoing, any Claims arising out of, based upon, or relating to your recruitment, hire, employment, remuneration or resignation separation from employment by the Releasees, or any of them, including any Claims arising under any claims arising under the Age Discrimination in Employment Act (“ADEA”), as amended, 29 U.S.C. § 621, et seq.; Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; the Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq. the Fair Labor Standards Act, 29 U.S.C. § 215 et seq., the SxxxxxxxXxxxxxxx-Xxxxx Act of 2002; all Claims arising out of the California Colorado Anti-Discrimination Act; ch. 21 of the Texas Labor Code; the employment Massachusetts Fair Employment Practices Act., Mass. Gen. Laws ch. 151B, § 1 et seq.; the Massachusetts Civil Rights Act, Mass. Gen. Laws ch. 12, §§ 11H and civil rights 11I; the Massachusetts Equal Rights Act, Mass. Gen. Laws. ch. 93, § 102 and Mass. Gen. Laws ch. 214, § 1C; Mass. Gen. Laws ch. 214, § 1B (Massachusetts right of privacy law); the Massachusetts Infertility Insurance Mandate, Mass. Gen. Laws ch. 175, § 47H; the Massachusetts Parental Leave Act, Mass. Gen. Laws ch. 149, § 105D, and the Massachusetts Small Necessities Leave Act, Mass. Gen. Laws ch. 149, § 52D; all Claims for wages, bonuses, commissions, incentive compensation, stock, stock options, equity, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, Mass. Gen. Laws ch. 149, §§ 148-150C or otherwise; Claims arising under any other state or local laws of Californiathe Commonwealth of Massachusetts governing labor and employment; Claims for breach of contract; Claims arising in tort, including, without limitation, Claims of wrongful dismissal or discharge, discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, violation of public policy, and/or breach of the implied covenant of good faith and fair dealing; and Claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees.
b) Notwithstanding the generality of the foregoing, you do not release the following claims:
any Claims (i) Claims for unemployment compensation or any state disability insurance benefits pursuant to that arise from your ownership of vested equity securities of the terms of applicable state law;
Company, (ii) Claims for workers' compensation indemnification by the Company or any of its affiliates pursuant to contract, directors’ and officers’ insurance benefits under the terms of any worker's compensation insurance policy or fund of the Company;
applicable law or (iii) Claims to continued participation in certain that cannot be released as a matter of the Company's group benefit plans pursuant to the terms and conditions of the federal law known as COBRA;
including, without limitation, (ivA) Your your right to bring to the attention of the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing equivalent Massachusetts agency claims of discrimination, harassment harassment, interference with leave rights, and retaliation; provided, however, that you do release your right to secure any damages for any such alleged discriminatory treatment;
(v) Claims by you against the Company to enforce the terms of this Agreement, including, without limitation, (A) claims for the payment of the cash amounts set forth in Sections 1 and 2 of this Agreement in accordance with the terms of this Agreement and (B) claims for the delivery of the shares of Company common stock underlying the vested Deferred Stock Units described in Section 2 of this Agreement in accordance with the terms of this Agreementyour right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator, including, but not limited to, the applicable award agreementsU.S. Securities and Exchange Commission, and applicable law and regulation; and
(vi) Any other obligation the U.S. Commodity Futures Trading Commission, or the U.S. Department of the Company that cannot be waived as a matter of lawJustice.
c) YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED OF AND ARE FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542You have been informed that, WHICH PROVIDES AS FOLLOWS: BEING AWARE OF SAID CODE SECTIONby statute or common law, YOU HEREBY EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE THEREUNDERa general release of claims may not extend to Claims that you do not know or suspect to exist in your favor at the time of executing the release, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECTwhere such Claims, if known to you, may have materially affected your decision to settle. Being aware of such statutory or common laws principles, you nonetheless agree to waive your right to pursue such unknown Claims against the Releasees.
d) In accordance with the Older Workers Benefit Protection Act of 1990, you should be aware of the following:
i) You have the right to consult with an attorney before signing this agreement;
ii) You have twenty-one (21) days, from the date of this letter, to consider this Agreement; and
iii) You have seven (7) days after signing this agreement to revoke this agreement, and this agreement will not be effective.
e) If you wish to revoke your acceptance of this agreement, you must deliver written notice stating your intent to revoke via email to Xxxxx Xxxxx at xxxxxx@xxxxxxxxxxx.xxx, on or before 5:00 p.m. Eastern on the seventh (7th) day after the date on which you sign this agreement. The eighth (8th) day following your signature of this agreement without revocation shall be the effective date of this Agreement (“Effective Date”).
Appears in 1 contract
Samples: Separation Agreement (Frequency Therapeutics, Inc.)