Common use of General Release Clause in Contracts

General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge the Company and its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).

Appears in 15 contracts

Samples: Employment Agreement (Marker Therapeutics, Inc.), Employment Agreement (Bellicum Pharmaceuticals, Inc), Employment Agreement (Bellicum Pharmaceuticals, Inc)

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General Release. In exchange for the severance benefits and other consideration to be provided to me under by the Employment Amended and Restated Executive Severance Benefits Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge release the Company and its parent, subsidiary, current and affiliated entities, and investors, along with its and their predecessors and successors and their respective former directors, officers, employees, stockholders, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates affiliates, and assigns (collectively, the “Released Parties”), of and ) from any and all claims, liabilities and obligations, both known and unknown, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign my signing this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a1) all claims arising out of or in any way related to my employment with the CompanyCompany or its affiliates, or the termination of that employment; (b2) all claims related to my compensation or benefits from the Companybenefits, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanyCompany or its affiliates; (c3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d4) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e5) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Employee Retirement Income Security Act (“FMLA”), the California Labor Code of 1974 (as amended), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (1) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the Company to which I am a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; or (2) any rights which are not waiveable as a matter of law. In addition, nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or the California Department of Fair Employment and Housing, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not aware of any claims I have or might have against any of the Released Parties that are not included in the Released Claims.

Appears in 11 contracts

Samples: Executive Severance Benefits Agreement (Sunesis Pharmaceuticals Inc), Executive Severance Benefits Agreement (Sunesis Pharmaceuticals Inc), Executive Severance Benefits Agreement (Sunesis Pharmaceuticals Inc)

General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receive(a) On behalf of myself, my heirs, executors, successors and assigns, I hereby generally irrevocably and completely unconditionally release, acquit waive and forever discharge the Company, its members, divisions, subsidiaries, affiliates and related companies, including the Company and its parentGroup (as defined below), subsidiaryor any member of the Company Group, and affiliated entitiestheir present and former agents, and investors, along with its and their predecessors and successors and their respective directorsemployees, officers, employeesdirectors, shareholdersattorneys, stockholders, partnersplan fiduciaries, agents, attorneys, insurers, affiliates successors and assigns (collectively, the “Released PartiesReleasees”), of and from any and all claims, liabilities demands, actions, causes of action, costs, fees and obligationsall liability whatsoever, both whether known and or unknown, that arise from fixed or are in any way related to eventscontingent, actssuspected or unsuspected (collectively, conduct“Claims”), which I had, have, or omissions occurring at any time prior may have against Releasees relating to or arising out of my employment by or separation from the Company and its direct and indirect subsidiaries and parents, including, without limitation, Orthofix International N.V. (collectively, the “Company Group”), up to and including the date of execution of this Release, other than my right to receive the severance payments and other benefits and consideration described in the Employment Agreement. This Release includes, without limitation: (i) claims at law or equity or sounding in contract (express or implied) or tort; (ii) claims arising under any federal, state or local laws of any jurisdiction that I sign this Release prohibit age, sex, race, national origin, color, disability, religion, veteran or military status, sexual orientation or any other form of discrimination, harassment or retaliation (collectivelyincluding, without limitation, the “Released Claims”Civil Rights Act of 1866, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1991, the Rehabilitation Act, the Family and Medical Leave Act, the Xxxxxxxx-Xxxxx Act, the Employee Polygraph Protection Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Xxxxx Civil Rights Act, or any other federal, state or local laws, regulations and ordinances governing discrimination, harassment or retaliation in employment; and the right to bring demands, complaints, causes of action, and claims under any other federal, state, local or common law, statute, regulation or decision). The Released Claims include, but are not limited to: ; (aiii) all claims arising out of under the Employee Retirement Income Security Act; or in (iv) any way other statutory or common law claims related to my employment with the Company, Company or the termination of that employment; (b) all claims related to my compensation or benefits separation from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or . I further covenant not to xxx any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited Releasees with respect to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)any matters released hereby.

Appears in 7 contracts

Samples: Employment Agreement (Orthofix International N V), Employment Agreement (Orthofix International N V), Employment Agreement (Orthofix International N V)

General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveEmployee voluntarily and on behalf of Employee, I Employee’s heirs, successors and assigns, hereby generally forever releases, discharges and completely releaseholds harmless, acquit and forever discharge the Company Employer and its parentpresent and former parents, subsidiarysubsidiaries, affiliates and divisions, and affiliated entitieseach of their present and former officers, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, agents, investors, shareholders, stockholdersowners, partnersmembers, agentsprincipals, administrators, affiliates, divisions, employee benefit plans and fiduciaries, attorneys, insurers, affiliates and each of their predecessors, successors and assigns (collectively, the “Released Parties”), of and ) from any and all claims, liabilities rights, causes of action and obligationsdemands of whatever nature, both whether known and or unknown, that arise Employee had, has or may have against Employer and/or the Released Parties arising from any act, event or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including omission that has occurred up through the date that I sign on which Employee executes this Release (collectivelyRelease, the “Released Claims”). The Released Claims includeincluding, but are not limited to: , claims under Title VII of the Civil Rights Act of 1964, as amended; Sections 1981 and 1983 of the Civil Rights Act of 1866; Executive Order 11,246; the Employee Retirement Income Security Act of 1974, as amended; the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (a“COBRA”) all and California “mini-COBRA”; the Family and Medical Leave Act; the Worker Adjustment and Retraining Notification Act (“WARN”) and Cal WARN; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; Age Discrimination in Employment Act of 1967, as amended; the National Labor Relations Act; the Occupational Safety and Health Act; the Genetic Information Nondiscrimination Act; the California Family Rights Act; the California Fair Employment and Housing Act; the California Labor Code including Section 132a; the California Constitution; any California Wage Order; the California Private Attorney General Act of 2004; the California Confidentiality of Medical Information Act; the California Business & Professions and Government Codes; claims arising out of under any other federal, state or in any way related to my employment with the Companylocal law, regulation or the termination of that employment; (b) all claims related to my compensation or benefits from the Companycommon law, including salarybut not limited to claims relating to wrongful or constructive termination, bonusesharassment, commissionsfailure to prevent harassment, other incentive compensationdiscrimination, vacation pay retaliation, and the redemption thereofdenial of accommodation; claims for personal and physical injury, expense reimbursementsmedical loss, fringe benefitsnegligence, stockinvasion of privacy, stock optionsdefamation, and intentional or any other ownership or equity interests in the Companynegligent infliction of emotional distress; (c) all claims for breach of contract (whether oral, written, implied or express), interference with contract, wrongful terminationpromissory estoppel, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy, tort and fraud; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended)Agreement, the federal Americans with Disabilities Act of 1990 (as amended)any employment contract, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”)offer letter, the federal Family retention agreement, severance agreement, or severance policy; claims for wages, bonuses, commissions, overtime, meal periods, equity, severance pay and Medical Leave Act (“FMLA”)damages; claims for penalties, the California Labor Code (as amended)costs, interest, and attorneys’ fees; and claims arising out of any wrongdoing whatsoever under any theory now or ever recognized. The foregoing releases do not include any claims or rights that cannot be released or waived as a matter of law or claims to enforce the California Fair Employment and Housing Act (as amended)payment obligations under the Agreement.

Appears in 5 contracts

Samples: Employment Agreement (Trico Bancshares /), Employment Agreement (Trico Bancshares /), Employment Agreement (Trico Bancshares /)

General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit agree to release and forever discharge the Company Company, its subsidiaries and its parent, subsidiaryaffiliates, and affiliated entities, and investors, along with its and their predecessors directors and successors and their respective directorsofficers, officerspredecessors, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates successors and assigns (collectively, the collectively Released PartiesReleasees), of and ) from any and all actions or causes of action, suits, claims, liabilities charges, complaints, contracts and obligationspromises whatsoever, both known in law or equity which I, my heirs, assigns and any personal or legal representatives have or may have against any of the Releasees including all unknown, that arise from or are in any way related to eventsundisclosed and unanticipated losses, actswrongs, conductinjuries, or omissions occurring at any time prior to and including the date that I sign this Release (collectivelydebts, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims and/or damages arising out of or in any way related to connected with my employment with the Company, Company or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay its subsidiaries and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or cessation of such employment. This shall include but not be limited to any other ownership or equity interests in the Company; (c) all claims for breach alleged violation of contract, wrongful termination, and breach Title VII of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended)1964, Section 1981 et seq. of Title 42 of the United States Code, the federal Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (1967, the Fair Labor Standards Act, the Occupational, Safety and Health Act, the New York Human Rights Law, Executive Law Section 290 et seq., the New York Labor Law, the New York Equal Rights Law Section 40 et seq., the New York Minimum Wage Law, the New York Equal Pay Law, each of the foregoing as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and any and all other Federal, State or local civil or human rights laws, or any other alleged violation of any local, State or Federal law, regulation or ordinance, and/or public policy, contract or tort or common-law claim having any bearing whatsoever on the California Fair Employment terms and Housing Act (conditions and/or cessation of my employment with the Company and its subsidiaries which I now have or shall have as amended)of the date of this General Release. This General Release does not constitute a waiver of my right to bring action against the Company to enforce the terms and provisions of the Letter Agreement. This General Release does not constitute a waiver of my prior indemnification rights, if any, should I be ordered to appear as a witness or made a defendant in any litigation regarding matters or actions taken within the scope of my responsibilities as an employee of the Company.

Appears in 5 contracts

Samples: www.sec.gov, Gentiva Health Services Inc, Gentiva Health Services Inc

General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge the Company and its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), Arizona wage and hour laws (A.R.S. §23-101 et seq.), the California Labor Code (as amended)Arizona Civil Rights Act, and the California Fair Employment and Housing Act Arizona Constructive Discharge Statute (as amendedA.R.S. §23-1502).

Appears in 5 contracts

Samples: Release Agreement (HTG Molecular Diagnostics, Inc), Release Agreement (HTG Molecular Diagnostics, Inc), HTG Molecular Diagnostics, Inc

General Release. In exchange consideration for receiving the consideration severance payments and benefits described in Section 3 above, and for other good and valuable consideration, the sufficiency of which you hereby acknowledge, you hereby waive and release to be provided to me under the Employment Agreement that I am not otherwise entitled to receivemaximum extent permitted by applicable law any and all claims or causes of action, I hereby generally and completely releasewhether known or unknown, acquit and forever discharge against the Company and and/or its parentpredecessors, subsidiarysuccessors, and past or present subsidiaries, affiliated entitiescompanies, and investors, along with its and their predecessors and successors and their branches or related entities (collectively, including the Company, the “Entities”) and/or the Entities’ respective directorspast, present, or future insurers, officers, employees, shareholders, stockholders, partnersdirectors, agents, attorneys, insurersemployees, affiliates stockholders, assigns and assigns employee benefit plans (collectivelycollectively with the Entities, the “Released Parties”), of and from with respect to any and all claimsmatter, liabilities and obligationsincluding, both known and unknownwithout limitation, that arise from or are in any way matter related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my your employment with the Company, Company or the termination of that employment; (b) all employment relationship. This waiver and release includes, without limitation, claims related to my compensation or benefits from the Companywages, including salaryovertime or minimum wages, bonuses, commissionsincentive compensation, other incentive equity compensation, vacation pay or any other compensation or benefits; any claims for failure to provide accurate itemized wage statements, failure to timely pay final pay or failure to provide meal or rest breaks; claims for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment or employment classification, claims for attorneys’ fees or costs; claims for penalties; any and the redemption thereof, expense reimbursements, fringe benefits, all claims for stock, stock options, options or any other ownership or equity interests in securities of the Company; (c) all claims for of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to any claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, or retaliation based on sex, age, race, national origin, disability or on any other protected basis; any claims under any applicable law prohibiting discrimination, harassment and/or retaliation; and claims under all other laws, attorneys’ feesordinances and regulations. You covenant not to xxx the Released Parties for any of the claims released above, penaltiesagree not to participate in any class, collective, representative, or other group action that may include any of the claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended)released above, and will affirmatively opt out of any such class, collective, representative or group action. Further, you agree not to participate in, seek to recover in, or assist in any litigation or investigation by other persons or entities against the California Fair Employment Released Parties, except as required by law. Nothing in this Agreement precludes you from participating in any investigation or proceeding before any government agency or body. However, while you may file a charge and Housing Act (participate in any such proceeding, by signing this Agreement, you waive any right to bring a lawsuit against the Released Parties and waive any right to any individual monetary recovery in any such proceeding or lawsuit. Nothing in this Agreement is intended to impede your ability to report possible securities law violations to the government, or to receive a monetary award from a government administered whistleblower-award program. You do not need the prior authorization of the Company to make any such reports or disclosures or to participate or cooperate in any governmental investigation, action or proceeding, and you are not required to notify the Company that you have made such reports and disclosures or have participated or cooperated in any governmental investigation, action or proceeding. Nothing in this Agreement waives your right to testify or prohibits you from testifying in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or alleged sexual harassment when you have been required or requested to attend the proceeding pursuant to a court order, subpoena or written request from an administrative agency or an applicable governmental body. This waiver and release covers only those claims that arose prior to your execution of this Agreement. The waiver and release contained in this Agreement does not apply to any claim which, as amended)a matter of law, cannot be released by private agreement. If any provision of the waiver and release contained in this Agreement is found to be unenforceable, it shall not affect the enforceability of the remaining provisions and a court shall enforce all remaining provisions to the full extent permitted by law.

Appears in 5 contracts

Samples: Employment Agreement (Weave Communications, Inc.), Employment Agreement (Weave Communications, Inc.), Employment Agreement (Weave Communications, Inc.)

General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge the Company and its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a1) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b2) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d4) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e5) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).

Appears in 4 contracts

Samples: Employment Agreement (Xencor Inc), Letter Agreement (Xencor Inc), Employment Agreement (Xencor Inc)

General Release. In exchange for the severance benefits and other consideration to be provided to me under by the Employment Executive Severance Benefits Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge release the Company and its parent, subsidiary, current and affiliated entities, and investors, along with its and their predecessors and successors and their respective former directors, officers, employees, stockholders, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates affiliates, and assigns (collectively, the “Released Parties”), of and ) from any and all claims, liabilities and obligations, both known and unknown, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign my signing this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a1) all claims arising out of or in any way related to my employment with the CompanyCompany or its affiliates, or the termination of that employment; (b2) all claims related to my compensation or benefits from the Companybenefits, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanyCompany or its affiliates; (c3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d4) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e5) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Employee Retirement Income Security Act (“FMLA”), the California Labor Code of 1974 (as amended), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (1) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the Company to which I am a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; (2) any claims for coverage under any Directors’ and Officers’ insurance policy maintained by the Company; and (3) any rights which are not waiveable as a matter of law. In addition, nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or the California Department of Fair Employment and Housing, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not aware of any claims I have or might have against any of the Released Parties that are not included in the Released Claims.

Appears in 4 contracts

Samples: Executive Severance Benefits Agreement (Sunesis Pharmaceuticals Inc), Executive Severance Benefits Agreement (Sunesis Pharmaceuticals Inc), Executive Severance Benefits Agreement (Sunesis Pharmaceuticals Inc)

General Release. In exchange for the Severance Benefits and other consideration to be provided to me under by the Employment Executive Severance Benefits Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge release the Company and its parent, subsidiary, current and affiliated entities, and investors, along with its and their predecessors and successors and their respective former directors, officers, employees, stockholders, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates affiliates, and assigns (collectively, the “Released Parties”), of and ) from any and all claims, liabilities and obligations, both known and unknown, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign my signing this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a1) all claims arising out of or in any way related to my employment with the CompanyCompany or its affiliates, or the termination of that employment; (b2) all claims related to my compensation or benefits from the Companybenefits, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanyCompany or its affiliates; (c3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d4) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e5) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Employee Retirement Income Security Act (“FMLA”), the California Labor Code of 1974 (as amended), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (1) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the Company to which I am a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; (2) any claims for coverage under any Directors’ and Officers’ insurance policy maintained by the Company; and (3) any rights which are not waiveable as a matter of law. In addition, nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or the California Department of Fair Employment and Housing, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not aware of any claims I have or might have against any of the Released Parties that are not included in the Released Claims.

Appears in 4 contracts

Samples: Executive Severance Benefits Agreement (Sunesis Pharmaceuticals Inc), Executive Severance Benefits Agreement (Sunesis Pharmaceuticals Inc), Executive Severance Benefits Agreement (Sunesis Pharmaceuticals Inc)

General Release. In exchange for the severance benefits and other consideration to be provided to me under by the Employment Third Amended and Restated Executive Severance Benefits Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge release the Company and its parent, subsidiary, current and affiliated entities, and investors, along with its and their predecessors and successors and their respective former directors, officers, employees, stockholders, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates affiliates, and assigns (collectively, the “Released Parties”), of and ) from any and all claims, liabilities and obligations, both known and unknown, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign my signing this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a1) all claims arising out of or in any way related to my employment with the CompanyCompany or its affiliates, or the termination of that employment; (b2) all claims related to my compensation or benefits from the Companybenefits, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanyCompany or its affiliates; (c3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d4) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e5) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Employee Retirement Income Security Act (“FMLA”), the California Labor Code of 1974 (as amended), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (1) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the Company to which I am a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; or (2) any rights which are not waiveable as a matter of law. In addition, nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or the California Department of Fair Employment and Housing, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not aware of any claims I have or might have against any of the Released Parties that are not included in the Released Claims.

Appears in 3 contracts

Samples: Executive Severance Benefits Agreement, Executive Severance Benefits Agreement (Sunesis Pharmaceuticals Inc), Executive Severance Benefits Agreement (Sunesis Pharmaceuticals Inc)

General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge the release Company and its parent, subsidiary, present and affiliated entities, and investors, along with its and their predecessors and successors and their respective former directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates affiliates, and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign my signing this Release (collectively, the “Released Claims”)Release. The Released Claims includeThis general release includes, but are is not limited to: (a) all claims arising out of or in any way related to my employment with the Company, Company or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, Severance Benefits, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended), and any corresponding German laws. Notwithstanding the release in the preceding sentence, I am not releasing (a) any right of indemnification I may have in my capacity as an employee, officer and/or director of Company pursuant to any express indemnification agreement, (b) any rights I may have as an owner and/or holder of Company’s common stock and stock options, and (c) any rights I may have as a beneficiary of the D&O insurance obtained by Company as required by the terms of the Agreement. Excluded from this Release are any claims which cannot be waived by law. I am waiving, however, my right to any monetary recovery should any agency, such as the EEOC, pursue any claims on my behalf.

Appears in 3 contracts

Samples: Executive Employment Agreement (Micromet, Inc.), Executive Employment Agreement (Micromet, Inc.), Executive Employment Agreement (Micromet, Inc.)

General Release. In exchange Xxxxxx, for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receivehimself and his representatives, I heirs, and assigns, hereby generally and completely release, acquit releases and forever discharge the Company discharges KM, and its any present or former parent, subsidiarysister, affiliate or subsidiary company, partnership, limited partnership or entity, and affiliated entities, and investors, along with each of its and their predecessors and successors and their respective directorsshareholders, unit holders, partners, general partners, limited partners, officers, directors, employees, shareholders, stockholders, partners, agents, attorneysrepresentatives, insurerslegal representatives, affiliates accountants, successors, predecessors, and assigns (collectively, the “Released Parties”"KM Releasees"), from all claims, demands, and actions of any nature, known or unknown, which Xxxxxx may have against the KM Releasees as of the Effective Date of this Further Release, and from specifically, but not limited to, any and all claims, liabilities and obligations, both known and or unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims manner arising out of or in involving any way related to my aspect of his employment with any of the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful terminationKM Releasees, and breach of the implied covenant of good faith and fair dealing; (d) all tort claimsincluding, including but not limited to to, any rights or claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended)Texas Anti-Discrimination Act, the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act ("ADEA"); Title VII of 1967 the Civil Rights Act of 1964; the Vocational Rehabilitation Act; the Americans with Disabilities Act; Executive Order 11246; the Civil Rights Act of 1871; the National Labor Relations Act; the Worker Adjustment and Retraining Notification Act; the Employee Retirement Income Security Act of 1974; the Equal Pay Act (all as amended) (may have been or may be amended from time to time); and any and all other municipal, state, and/or federal statutory, executive order, or constitutional provisions pertaining to employment, an employment relationship, sexual harassment and/or employee benefits; provided, however, that this release and waiver shall not apply to any rights which, by law, may not be waived, or any rights expressly set forth in the “ADEA”)Agreement. This release and waiver also specifically includes, but is not limited to, any known or unknown claims in the nature of tort, statutory law, common law or contract claims, including specifically but not limited to any claim of wrongful refusal to hire, wrongful discharge, retaliatory discharge, unpaid wages, unpaid vacation, unpaid bonuses, unvested stock or stock options, unpaid benefits, intentional or negligent infliction of emotional distress, defamation, or other such claims in any manner arising out of or involving any aspect of Xxxxxx'x employment, the federal Family terms and Medical Leave Act (“FMLA”)conditions of such employment, the California Labor Code (as amended)or termination of employment with KM. This release also includes, without limitation, any and all known or unknown claims concerning attorney fees, costs, and any and all other expenses related to the California Fair Employment and Housing Act (as amended)claims released herein.

Appears in 3 contracts

Samples: Resignation and Non Compete Agreement (Kinder Morgan Inc), Resignation and Non Compete Agreement (Kinder Morgan Management LLC), Resignation and Non Compete Agreement (Kinder Morgan Energy Partners L P)

General Release. In exchange for the consideration to be provided to me under the Employment you by this Agreement that I am you are not otherwise entitled to receive, I including but not limited to the Severance Benefits, you hereby generally and completely release, acquit and forever discharge release the Company and its parent, subsidiary, current and affiliated entities, and investors, along with its and their predecessors and successors and their respective former directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates affiliates, and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign your signing this Release (collectively, the “Released Claims”)Agreement. The Released Claims includeThis general release includes, but are is not limited to: (a) all claims arising out of or in any way related to my your employment with the Company, Company or the termination of that employment; (b) all claims related to my your compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, nothing in this Agreement shall prevent you from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing, except that you acknowledge and agree that you shall not recover any monetary benefits in connection with any such claim, charge or proceeding with regard to any claim released herein.

Appears in 2 contracts

Samples: Onyx Pharmaceuticals Inc, Onyx Pharmaceuticals Inc

General Release. In exchange for the consideration to be provided to me you under the Employment this Agreement that I am to which you would not otherwise entitled be entitled, including but not limited to receive[ * ] = Certain confidential information contained in this document, I marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. February 13, 2012 Xxx X. Love, M.D. the Transition Employment Period arrangement, you hereby generally and completely releaserelease the Company, acquit its parent and forever discharge the Company and its parent, subsidiary, and affiliated subsidiary entities, and investors, along with its and their predecessors current and successors and their respective former directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, insurers, affiliates affiliates, and assigns (collectively, the “Released Parties”), ) of and from any and all claims, liabilities and obligations, both known and unknown, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including or on the date that I you sign this Release Agreement (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (ai) all claims arising out of or in any way related to my your employment with the Company, or the termination of that employment; (bii) all claims related to my your compensation or benefits from the Company, including salary, bonuses, commissions, Company (other incentive compensation, vacation pay than claims for current payroll and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Companyaccrued and unused vacation); (ciii) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (div) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (ev) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”as amended), the California Family Rights Act, the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).

Appears in 2 contracts

Samples: Indemnity Agreement, Indemnity Agreement (Onyx Pharmaceuticals Inc)

General Release. In exchange for the consideration to be provided to me under the Employment Agreement Employee covenants and agrees that I am not otherwise entitled to receiveEmployee hereby irrevocably and unconditionally releases, I hereby generally and completely release, acquit acquits and forever discharge the Company and its parentdischarges Lowe’s, subsidiaryas well as each of Lowe’s officers, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholdersparents, stockholderssubsidiaries, partnersor related entities and agents (Lowe’s and Lowe’s officers, agentsdirectors, attorneysemployees, insurers, affiliates subsidiaries and assigns (collectively, agents being collectively referred to herein as the “Released PartiesReleasees”), or any of and them, from any and all charges, complaints, claims, liabilities and liabilities, obligations, both known promises, demands, costs, losses, debts, and unknownexpenses (including attorney fees and costs actually incurred), that arise from of any nature whatsoever, in law or are in any way related to eventsequity, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my Employee’s employment with the Company, Lowe’s or the termination of that employment; Employee’s employment with Lowe’s (b) other than any claim arising out of the breach by Lowe’s of the terms of this Agreement), including, without limitation, all claims related to my compensation asserted or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or that could be asserted by Employee against Lowe’s in any other ownership or equity interests litigation arising in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and or municipal court asserting any claim arising from any alleged violation by the Releasees of any federal, state, or local statutory claimsstatutes, including ordinances, or common law, including, but not limited to claims for discriminationto, harassmentthe Age Discrimination in Employment Act, retaliation, attorneys’ fees, penalties, or other claims arising under Title VII of the federal Civil Rights Act of 1964 (as amended)1964, the federal Equal Pay Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1990 (as amended)1974, the federal Age Discrimination in Employment Rehabilitation Act of 1967 (as amended) (the “ADEA”)1973, the federal Civil Rights Act of 1991, the Family and Medical Leave Act, the Civil Rights Act of 1866, the Xxxx-Xxxxx Act, the Xxxxxxxx-Xxxxx Act, and any other employment discrimination laws, as well as any other claims based on constitutional, statutory, common law, or regulatory grounds, as well as any claims based on theories of retaliation, wrongful or constructive discharge, breach of contract or implied covenant, fraud, misrepresentation, intentional and/or negligent infliction of emotional distress, or defamation (“FMLAClaim” or “Claims”), which Employee now has, owns, or holds, or claims to have, own, or hold, or which Employee had, owned, or held, or claimed to have, own or hold at any time before execution of this Agreement, against any or all of the California Labor Code (as amended)Releasees. Notwithstanding the foregoing, however, Employee specifically does not release any right to or claim for payment of any and all vested and nonforfeitable benefits, payments, or stock rights, including all rights, if any, under the California Fair Employment and Housing Act (as amended)Lowe’s 401(k) Plan, Xxxx’x Companies Benefit Restoration Plan, Xxxx’x Companies Cash Deferral Plan, Xxxx’x Companies Employee Stock Ownership Plan or Xxxx’x Companies Employee Stock Purchase Plan - Stock Options for Everyone, and, further, no release is given with respect to any claim upon which a whistleblower award may be based.

Appears in 2 contracts

Samples: Release and Separation Agreement (Lowes Companies Inc), Retention Agreement (Lowes Companies Inc)

General Release. In exchange consideration for the Severance Compensation extended to Executive hereunder, which consideration is in excess of anything of value to which Executive may already be provided to me under entitled without this Release, the Employment Agreement that I am not otherwise entitled to receivesufficiency of which is hereby acknowledged, I Executive, on behalf of himself and his heirs, estates, executors, administrators, successors and assigns, does hereby generally irrevocably and completely unconditionally release, acquit and forever discharge the Company MNB Corporation, Merchants Bank of Bangor, Fidelity D&D Bancorp, Inc. and its parentFidelity Deposit and Discount Bank and all of their subsidiaries, subsidiary, affiliates and affiliated related entities, and investors, along with its and their predecessors and successors and all of their respective Boards, directors, officers, employees, shareholders, stockholders, partnersaffiliates, agents, contractors, consultants, attorneys, insurers, affiliates representatives and assigns (collectivelyemployees, the “Released Parties”)past and present, of collectively or individually, and their successors and assigns, from any and all claims, liabilities demands, losses, liabilities, and obligationscauses of action of any nature or kind whatsoever related to Executive's employment with Merchants Bank and/or Fidelity Bank or separation therefrom, both known and or unknown, that arise from suspected or are in any way related unsuspected, which arose or accrued on or before the effective date of this Agreement (hereafter collectively referred to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the as Released Claims”). The Released Claims includeThis General Release includes all claims, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Companywithout limitation, or the termination of that employment; (b) all claims related to my compensation or benefits from the Companyfor discrimination, including salarywrongful discharge, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract (whether express or implied), interference with contract, wrongful termination, and breach of the fiduciary duty, breach of implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, fraud, misrepresentation, conspiracy, defamation, claims arising under the Civil Rights Acts of 1964 and discharge 1991, as amended, the Age Discrimination in violation of public policy; Employment Act, as amended, Older Workers Benefit Protection Act, National Labor Relations Act, Fair Labor Standards Act, Federal Equal Pay Act, Immigration Reform and (e) all federalControl Act, stateUniformed Services Employment 2 and Reemployment Rights Act, Genetic Information Non-Discrimination Act, Employee Retirement Income Security Act(s), Family and Medical Leave Act, Worker Adjustment Retraining and Notification Act, the Pennsylvania Human Relations Act, the Pennsylvania Wage Payment and Collection Law, the Pennsylvania Minimum Wage Act and any other state or local plant closing laws, fair employment practices acts, wage payment and collection laws, minimum wage acts, equal pay acts, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or any and all other claims arising under federal, state or local law, rule, regulation, constitution, ordinance, common law or public policy, whether known or unknown, arising up to and including the federal Civil Rights Act date of 1964 execution of this Agreement. BY SIGNING THIS AGREEMENT, EXECUTIVE AGREES TO GIVE UP, OR WAIVE, ANY RIGHTS OR CLAIMS EXECUTIVE MAY HAVE HAD UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, 29 U.S.C. §621 et. seq., AS AMENDED, OR ANY OTHER STATUTE OR OTHER LAW, BASED ON ACTIONS OF THE MERCHANTS ENTITIES AND/OR FIDELITY ENTITIES WHICH OCCURRED UP THROUGH THE DATE EXECUTIVE SIGNS THIS AGREEMENT.  This General Release excludes, and Executive does not waive, release, or discharge: (as amended)1) any right to file an administrative charge or complaint with, or to participate in an investigation or proceeding conducted by, the federal Americans with Disabilities Act Equal Employment Opportunity Commission or National Labor Relations Board (although Executive agrees that Executive shall not seek, accept or be entitled to any monetary relief, whether for Executive individually or as a member of 1990 a class or group arising from any such charge, complaint or investigation pursued by Executive or on Executive’s behalf, individually or as a member of a class or group); (2) claims which cannot be waived by law; and (3) any rights to vested benefits, such as amended)pension or retirement benefits, the federal Age Discrimination in Employment Act rights to which are governed by the terms of 1967 (as amended) (the “ADEA”)applicable plan documents and/or award agreements; and further provided, that this General Release does not extend to claims that may arise after the federal Family date of execution of this Agreement.  Executive acknowledges that Executive has been fully compensated for all hours worked during Executive’s employment, up to and Medical Leave Act (“FMLA”), including the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).date of this Agreement. 

Appears in 2 contracts

Samples: Agreement (Fidelity D & D Bancorp Inc), Agreement (Fidelity D & D Bancorp Inc)

General Release. In exchange for the consideration to be severance payments and benefits provided to me under the Employment Agreement that I am not otherwise entitled to receivefor in Section 2, I hereby generally and completely release, acquit Executive releases and forever discharge discharges the Company and each of its parentsubsidiaries, subsidiaryaffiliates, officers, directors, employees, and affiliated entities, agents and investors, along with its and all of their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”), of and "Releasees") from any and all claimsclaims that legally can be released that Executive may have against the Releasees, liabilities and obligations, both whether known and or unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my Executive's employment with the Company, Company or the termination of that employment; (b) all . This waiver and release of claims related to my compensation or benefits from the Companyis full and complete, including salaryand includes, bonuseswithout limitation, commissionsany claim of constructive discharge, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock optionsharassment, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach any claims under Title VII of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal 1964 Civil Rights Act of 1964 (as amended)Act, the federal Americans with With Disabilities Act of 1990 (as amended)Act, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”)Act, the federal Family and Medical Leave Act (“FMLA”)Act, the California Labor Code (as amended), and the California Fair Employment and Housing Act Act, the California Family Rights Act, the Employee Retirement Income Security Act, the state and federal Worker Adjustment Retraining and Notification Acts, or any other applicable federal, state, or local law, rule, regulation or order, claims for breach of contract or covenant, whether express or implied, negligent or intentional infliction of emotional distress, misrepresentation, fraud, breach of statute or public policy, defamation, or any claims alleging tort or other wrongful conduct under common law, as well as any claim for additional compensation in any form, including salary, bonus or incentive compensation, sick leave benefits, vacation benefits, compensatory time, severance pay, or otherwise and all other claims of any kind arising out of my employment, including claims for attorney's fees and costs. The matters that are the subject of the release referred to in this Section shall be referred to collectively as the "Released Matters". Notwithstanding the foregoing, Executive does not release the following claims and rights: (as amended)a) Executive's rights under this Agreement; (b) any claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; (c) Executive's right, if any, to indemnity pursuant to the California Labor Code; or (d) any other claims determined by law to be non-waivable.

Appears in 2 contracts

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

General Release. In exchange consideration for the Extension Period, , the sufficiency of which as consideration you hereby acknowledge, to be provided the fullest extent permitted by applicable law, you waive, release and promise never to me under the Employment Agreement that I am assert any claims or causes of action, whether or not otherwise entitled to receivenow known, I hereby generally and completely release, acquit and forever discharge against the Company and its parent, subsidiary, and affiliated or any of their related entities, and investorsaffiliated companies, along with its and their predecessors and predecessors, successors and their respective or past or present subsidiaries, stockholders, directors, officers, employees, shareholdersconsultants, stockholders, partnersattorneys, agents, attorneys, insurers, affiliates assigns and assigns employee benefit plans (collectively, collectively the “Released PartiesReleasees)) with respect to any matter, of and from including (without limitation) any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way matter related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my your employment with the Company, Company or any other of the Releasees or the termination of that employment; , including (bwithout limitation) all claims or demands related to my compensation or benefits from the Companybase pay, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, stock- based compensation or any other equity and/or ownership or equity interests in the Company; (c) all , vacation/paid time off, fringe benefits, expense reimbursements, severance pay or any other form of compensation, attorneys’ fees or costs, claims for of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract, wrongful termination, and contract or breach of the implied covenant of good faith and fair dealing; (d) all tort claimsdealing and any claims of discrimination or harassment based on sex, including but not limited to claims for fraudage, defamationrace, emotional distressnational origin, and discharge in violation disability or any other basis under Title VII of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 1964, the California Fair Employment and Housing Act, the California Labor Code, the Private Attorneys General Act (as amended“PAGA”), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 1967, the Americans with Disabilities Act, the Fair Labor Standards Act, the National Labor Relations Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, as amended (as amended) (the ADEAERISA”), the federal Family Workers Adjustment and Medical Leave Retraining Notification Act and all other laws and regulations relating to employment. However, this release covers only those claims that arose prior to the execution of this Agreement and only those claims that may be waived by applicable law. Execution of this Agreement does not bar (a) any claim that arises hereafter, including (without limitation) a claim for breach of this Agreement, (b) any claim for coverage under any D&O or other insurance policy, (c) any claim to indemnification under Section 2802 of the California Labor Code, any agreement with the Company or otherwise, (d) any right you have to file or pursue a claim for workers’ compensation or unemployment insurance, or (e) any rights which are not waivable as a matter of law. You covenant not to sue any of the Releasees for any of the claims released above, agree not to participate in any class, collective, representative, or group action that may include any of the claims released above, and will affirmatively opt out of any such class, collective, representative or group action. Further, you agree not to participate in, seek to recover in, or assist in any litigation or investigation by other persons or entities against any of the Releasees, except as required by law. You understand that this agreement does not limit your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (each, a FMLAGovernment Agency”), except that you acknowledge and agree and hereby waive your right to any monetary benefits in connection with any such claim, charge or proceeding before the California Labor Code (as amended)Equal Employment Opportunity Commission, the Securities and Exchange Commission, or any analogous federal, state or other government agency, to the California Fair Employment extent allowed by applicable law. You further understand that this Agreement does not limit your ability to communicate with, or otherwise participate in any investigation or proceeding that may be conducted by, a Government Agency. Notwithstanding anything to the contrary herein, this Agreement does not limit your right to receive a statutory award for information provided to the Securities and Housing Act (as amended)Exchange Commission.

Appears in 2 contracts

Samples: Second Separation Agreement (Life360, Inc.), Second Separation Agreement (Life360, Inc.)

General Release. In exchange for the severance benefits and other consideration to be provided to me under by the Employment Executive Severance Benefits Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge release the Company and its parent, subsidiary, current and affiliated entities, and investors, along with its and their predecessors and successors and their respective former directors, officers, employees, stockholders, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates affiliates, and assigns (collectively, the “Released Parties”), of and ) from any and all claims, liabilities and obligations, both known and unknown, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign my signing this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a1) all claims arising out of or in any way related to my employment with the CompanyCompany or its affiliates, or the termination of that employment; (b2) all claims related to my compensation or benefits from the Companybenefits, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanyCompany or its affiliates; (c3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d4) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e5) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Employee Retirement Income Security Act (“FMLA”), the California Labor Code of 1974 (as amended), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (1) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the Company to which I am a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; or (2) any rights which are not waiveable as a matter of law. In addition, nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or the California Department of Fair Employment and Housing, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not aware of any claims I have or might have against any of the Released Parties that are not included in the Released Claims.

Appears in 2 contracts

Samples: Executive Severance Benefits Agreement (Sunesis Pharmaceuticals Inc), Executive Severance Benefits Agreement (Sunesis Pharmaceuticals Inc)

General Release. In exchange for the consideration For good and valuable consideration, and in full and final settlement of any liabilities or obligations owed to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveExecutive, I however arising, Executive hereby generally and completely release, acquit releases and forever discharge discharges the Company and Company, as well as its parentExecutives, subsidiaryagents, officers, directors, predecessors and affiliated entities, and investorseach of them, along with its and their predecessors and successors and their respective directorsfrom all debts, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknownpromises, that arise from covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of action, judgments, damages, expenses, claims or are demands, in any way related to eventslaw or in equity, actswhich Executive ever had, conductnow has, or omissions occurring which Executive may have at any time prior to and including regarding any matter arising on or before the date that I sign Effective Date of this Release (collectivelyAgreement, the “Released Claims”). The Released Claims include, including but are not limited to: (a) to all claims (whether known or unknown) regarding or arising out of or in any way related to my of: Executive’s employment with by the Company, Company or the termination thereof; any contract (express or implied); any claim for equitable relief or recovery of that employment; (b) all claims related to my compensation attorneys’ fees or benefits from the Companypunitive, compensatory, or other damages or monies, including salary, bonuses, commissions, other incentive compensation, vacation pay commissions and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or severance benefits (except as expressly provided herein); any other ownership or equity interests in the Companytort; (c) all claims for breach alleged fraud, concealment, negligence, negligent misrepresentation, promissory estoppel, quantum meruit, intentional or negligent infliction of contractemotional distress, wrongful terminationdischarge, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, sexual harassment, retaliationconstructive termination, attorneys’ feesretaliation and discrimination based upon age, penaltiesrace, color, sex, sexual orientation, marital status, religion, national origin, handicap, disability, or retaliation or any other claims arising factor protected by law. Executive acknowledges and agrees that this release extends, without limitation, to any claim, asserted or unasserted (whether known or unknown), which could arise under Title VII of the federal Civil Rights Act of 1964 (as amended), 1964; the federal Americans with Disabilities Equal Pay Act of 1990 (as amended), 1963; the federal Age Discrimination in Employment Act of 1967 1967; the Older Workers Benefit Protection Act of 1990; the Americans With Disabilities Act of 1990; the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Employee Retirement Income Security Act of 1974; the Civil Rights Act of 1991; the Genetic Information Non-Discrimination Act; the Family Medical Leave Act; the Connecticut Fair Employment Practices Act; the Connecticut Family Medical Leave Act; Connecticut’s whistleblower law, Conn. Gen. Stat. §31-51m; the Connecticut free speech law, Conn. Gen. Stat. § 31-51q; and any other federal, state or local laws, rules or regulations, whether equal employment opportunity laws, rules or regulations or otherwise, or any right under any pension, welfare, or stock plans; provided however, that nothing in this Release Agreement shall act as a waiver of (as amendedi) any vested and accrued benefits to which Executive may be entitled or (ii) Executive’s rights to indemnification from the “ADEA”Company arising from applicable law (i.e., Conn. Gen. Stat. §§ 33-770, et seq.), or the federal Family and Medical Leave Act (“FMLA”)Company’s By-Laws or insurance policies, for any of the California Labor Code (as amended)Executive’s acts, and or failures to act, made in good faith while employed by the California Fair Employment and Housing Act (as amended)Company.

Appears in 2 contracts

Samples: Severance and Release Agreement (Surgiquest Inc), Severance and Release Agreement (Surgiquest Inc)

General Release. In exchange for As a material inducement to the Company to enter into this Agreement, and in consideration to be provided to me under of the Employment Agreement that I am not otherwise entitled to receivegood and valuable consideration contained herein, I the receipt and sufficiency of which is hereby generally acknowledged, you, on behalf of yourself, your heirs, administrators, representatives, executors, successors, and completely assigns, hereby irrevocably and unconditionally release, acquit acquit, and forever discharge the Company Sheffield Pharmaceuticals, Inc. and its parentpredecessors (including without limitation Sheffield Medical Technologies Inc.), subsidiaryparents, subsidiaries, affiliates, divisions, successors and assigns, and affiliated entities, all of their current and investors, along with its and their predecessors and successors and their respective directorsformer agents, officers, directors, employees, shareholdersmembers, stockholderstrustees, partnersfiduciaries, agents, attorneys, insurers, affiliates representatives and assigns attorneys (collectively, the "Released Parties”), of and ") from any and all charges, complaints, claims, liabilities and liabilities, obligations, both promises, agreements, damages, causes of action, suits, demands, losses, debts, and expenses of any nature whatsoever, known and unknownor unknown ("Claims") which you have, that arise from had or are in claim to have against any way related to events, acts, conduct, or omissions occurring at any time prior Released Party up to and including the date that I you sign this Agreement. This General Release (collectively, the “Released Claims”). The Released of Claims shall include, but are not limited to: (a) all claims arising out of or in any way related without limitation, Claims relating to my your employment and separation from employment with the Company, or Claims of discrimination under the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, common law or any other ownership federal or equity interests in state statute (including, without limitation, the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (1964, the Americans with Disabilities Act and the Age Discrimination in Employment Act, all as amended), Claims for wrongful discharge, Claims for the federal Americans with Disabilities Act payment of 1990 any salary, wages, vacation time, bonuses or commissions, Claims for severance or other benefits (other than as amendedspecifically set forth in paragraphs 2, 3 and 4 herein), the federal Age Discrimination in Employment Act Claims of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended)detrimental reliance, and all other statutory, common law or other Claims of any nature whatsoever. This General Release of Claims does not apply to any Claims concerning a breach of this Agreement, including the California Fair Employment and Housing Act (option letter agreements referred to in Paragraph 4 as amended)amended by this Agreement, or any claims arising after the date you sign this Agreement. With respect to the Claims you are waiving herein, you acknowledge that you are waiving your right to receive money or any other relief in any action instituted by you or on your behalf by any other person, entity or government agency.

Appears in 2 contracts

Samples: Employment Agreement (Sheffield Pharmaceuticals Inc), Employment Agreement (Sheffield Pharmaceuticals Inc)

General Release. In exchange for the consideration certain severance and other post-employment benefits to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveAgreement, I hereby generally waive and completely releaserelease the Company, acquit its parents, subsidiaries, predecessors, successors and forever discharge the Company and its parent, subsidiaryaffiliates, and affiliated each of such entities’ officers, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholdersmanagers, partnersmembers, employees, agents, attorneys, insurers, affiliates representatives and assigns (collectively, the “Released Parties”), of and ) from any and all claims, liabilities liabilities, demands, causes of action, attorneys’ fees, damages, or obligations of every kind and obligationsnature, both whether known and or unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring arising at any time prior to and including the date that I sign this Release of Claims (collectively, the “Released ClaimsRelease”). The Released Claims includeThis general release includes, but are is not limited to: (a) all claims directly or indirectly arising out of or in any way related to connected with my employment with the Company, Company or the termination of that employmentemployment relationship; (b) all claims or demands related to my compensation or benefits from the Company, including salary, bonuses, fees, retirement contributions, profit-sharing rights, profit distributions, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanyCompany or any of its affiliated entities, vacation pay, fringe benefits, expense reimbursements or any other form of compensation or benefit; (c) all claims for breach pursuant to any federal, state or local law, statute or cause of contractaction in any jurisdiction, wrongful terminationincluding, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraudto, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended)1964, the federal Americans with Disabilities Act of 1990 (as amended)1990, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the federal Age Discrimination in Employment Act of 1967 1967, the Equal Pay Act of 1963, the Fair Labor Standard Act, South Dakota Codified Laws § 20-13-10 (as amended) (the “ADEA”1984), each as amended to date, tort law, contract law, wrongful discharge, discrimination, harassment, fraud, defamation, emotional distress, or claims for breach of fiduciary duty. Notwithstanding the federal Family and Medical Leave Act foregoing, nothing in paragraph shall release: (“FMLA”)i) any rights I have under the Agreement; (ii) any rights to indemnification I have pursuant to any written indemnification agreement to which I am a party or third party beneficiary, the California Labor Code certificate of incorporation or Bylaws of the Company, or under applicable law; or (iii) any rights which cannot be waived as amended)a matter of law. In addition, I understand that nothing in this release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or any analogous state or federal agency, except that I acknowledge and the California Fair Employment and Housing Act (as amended)agree that I shall not recover any monetary benefits in connection with any such claim, charge or proceeding with regard to any claim released herein.

Appears in 2 contracts

Samples: Executive Employment Agreement (KL Energy Corp), Executive Employment Agreement (Omni Bio Pharmaceutical, Inc.)

General Release. In exchange for For and in consideration of the consideration to be provided to me under Separation Benefits, together with other good and valuable consideration, the Employment Agreement that I am not otherwise entitled to receivesufficiency of which you hereby acknowledge, I you, on behalf of yourself and your heirs, executors, personal representatives, successors and assigns (each a “Releasor,” and collectively, the “Releasors”), hereby generally and completely release, acquit release and forever discharge the Company Company, and its parentcurrent and former parents, subsidiarysubsidiaries, affiliates, predecessors, successors, and affiliated entitiesany other related companies, and investorseach of these entities’ current and former owners, along with its and their predecessors and successors and their respective directors, officers, employeesmembers, managers, shareholders, stockholders, partners, agents, employees, contractors, attorneys, insurerssuccessors and assigns, affiliates in both their individual and assigns official capacities, as appropriate (each a “Released Party,” and collectively, the “Released Parties”), of and from any and all claims, liabilities and complaints, demands, actions, causes of action, suits, rights, debts, obligations, both judgments, damages, entitlements, liabilities, and expenses (including attorneys’ fees) of any kind or nature whatsoever (“Claims”) that any Releasors now have or ever had against any Released Party, whether known and or unknown, that arise from suspected or are in any way related to events, acts, conductunsuspected, or omissions occurring at any time prior to and including the date that I sign this Release concealed or apparent (collectively, the “Released Claims”). The For the avoidance of doubt, and without limiting the broad nature of the Released Claims includeClaims, but are not limited tothis Agreement releases each of the Released Parties from any and all Claims: (a1) all claims arising out of or in any way related to my your employment with the CompanyCompany or any other Released Party, or and the termination of that such employment; (b2) arising under any law relating to employment, including, but not limited to (all claims related as amended), Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act of 1990, the Equal Pay Act of 1963, the Immigration Reform and Control Act of 1986, the Genetic Information Nondiscrimination Act of 2008, the Civil Rights Act of 1866 (42 U.S.C. §§ 1981–1988), the Employee Retirement and Income Security Act of 1974, the federal Worker Adjustment and Retraining Notification Act, the Uniform Services Employment and Reemployment Rights Act, and Chapter 21 of the Texas Labor Code, formerly known as the Texas Commission on Human Rights Act (Tex. Lab. Code §§ 21.001 to my compensation or benefits from the Company21.556); (3) for wages, including salarywage supplements, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock optionspaid time off, or any other ownership form of compensation or equity interests in the Companybenefit; (c4) all arising under any employee benefit plan, policy, or practice; (5) arising under tort, contract, or quasi-contract law, including but not limited to claims for of breach of an expressed or implied contract, wrongful terminationtortious interference with contract or prospective business advantage, and breach of the implied covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, retaliation, violation of public policy, 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; (d6) all tort claimsfor monetary or equitable relief, including but not limited to claims for fraudattorneys’ fees, defamationback pay, emotional distressfront pay, and discharge in violation of public policyreinstatement, compensatory or punitive damages, liquidated damages, experts’ fees, medical fees or expenses, costs or disbursements; and (e7) all arising under any other federal, state, and or local statutory claimslaw, including but statute, amendment, rule, regulation, order, code, common law, policy, ordinance, or court decision. The Released Claims do not limited include any claim: (a) that arises exclusively after the date you execute this Agreement; (b) to vested rights under any of the Company’s employee benefit plans; or (c) that cannot be released under law, such as claims for discrimination, harassment, retaliation, attorneysstatutory unemployment benefits or workersfees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)compensation benefits.

Appears in 2 contracts

Samples: Release Agreement and Acknowledgement (Integer Holdings Corp), Release Agreement and Acknowledgement (Integer Holdings Corp)

General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not Except as otherwise entitled to receiveset forth in this Agreement, I Employee hereby generally releases, acquits and completely release, acquit and forever discharge discharges the Company and its parent, subsidiarysubsidiaries and affiliates, and affiliated entitiestheir officers, and investors, along with its and their predecessors and successors and their respective directors, officersagents, employees, attorneys, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates successors and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and obligationsobligations of every kind and nature, both in law, equity or otherwise, known and or unknown, that arise from suspected or are in any way related to eventsunsuspected, actsdisclosed and undisclosed, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my agreements, events, acts or conduct at any time prior to and including the execution date of this Agreement, including but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with Employee’s employment with the Company, Company or the termination of that employment; (b) all claims or demands related to my compensation or benefits from the Company, including salary, bonusesincentive payments, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefitsbonuses, stock, stock options, or any other ownership or equity interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; (c) all claims for breach pursuant to federal, state or local law, statute or cause of contractaction including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Americans with Disabilities Act of 1990, as amended; tort law; contract law; wrongful termination, discharge; discrimination; harassment; fraud; defamation; emotional distress; and breach of the implied covenant of implied good faith and fair dealing; (d) all tort claims. EMPLOYEE HEREBY ACKNOWLEDGES AND AGREES THAT THIS RELEASE IS A GENERAL RELEASE AND THAT BY SIGNING THIS AGREEMENT, EMPLOYEE IS SIGNING THIS RELEASE Nothing in this Agreement shall be construed to prohibit Employee from commencing, instituting, participating, providing truthful information, or otherwise assisting in any investigation or proceeding conducted by the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission or any other Federal, State, or local government agency. For the avoidance of doubt, nothing herein prevents Employee from receiving any whistleblower or similar award. Further, this release shall not be deemed to affect a release of any claim that may not be released by law, including but not limited rights to claims for fraud, defamation, emotional distressunemployment or workers’ compensation, and discharge rights to vested benefits governed by ERISA, nor shall it be deemed to affect a release of any right to enforce the terms of this Agreement. Employee represents and warrants that Employee has not previously filed or joined in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)any claim released herein.

Appears in 2 contracts

Samples: Executive Employment Agreement (Comscore, Inc.), Executive Employment Agreement (Comscore, Inc.)

General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge the Company CPP and its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns assigns, and CPP generally and completely releases, acquits and forever discharges me (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release is executed (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the CompanyCPP, or the termination of that employment; (b) all claims related to my compensation or benefits from the CompanyCPP, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanyCPP; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the National Labor Relations Act, Age Discrimination in Employment Act of 1967 (29 U.S.C. §§621, et seq.), Genetic Information Nondiscrimination Act of 2008 (“GXXX”), Uniformed Services Employment and Reemployment Rights Act (“USERRA”), the Employee Retirement Income Security Act (“ERISA”), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), Arizona wage and hour laws (A.R.S. §23-101 et seq.), the California Labor Code Arizona Civil Rights Act, the Arizona Employment Protection Act (as amendedA.R.S. §23-1501), and the California Fair Employment and Housing Act Arizona Constructive Discharge Statute (as amendedA.R.S. §23-1502).

Appears in 2 contracts

Samples: Employment Agreement (Cancer Prevention Pharmaceuticals, Inc.), Employment Agreement (Cancer Prevention Pharmaceuticals, Inc.)

General Release. (a) In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveand other conditions set forth in this Agreement, I you hereby generally and completely releaserelease the Company, acquit and forever discharge the Company and its parent, subsidiary, and each of their affiliated entities, and investors, along with its and their predecessors and successors and their respective current and former directors, officers, employees, shareholders, stockholders, partners, general partners, limited partners, managers, members, managing directors, operating affiliates, agents, attorneys, predecessors, successors, Company and subsidiary entities, insurers, affiliates assigns and assigns affiliated entities (collectively, the “Released Parties”), ) of and from any and all claims, liabilities and obligations, both known and unknown, that arise arising from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including or on the date that I you sign this Release Agreement (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of from or in any way related to my your employment or other participation in connection with any of the CompanyReleased Parties, or the termination of that employmentemployment or participation; (b) all claims related to my compensation or benefits from the Companybenefits, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, change-in-control payments, fringe benefits, stock, stock options, or profit sharing or any other ownership or equity interests in claims under the CompanySeverance Agreement; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Employee Retirement Income Security Act of 1974 (“FMLAERISA)) (including, the California Labor Code (as amendedbut not limited to, claims for breach of fiduciary duty under ERISA), and the California Fair Employment and Housing Older Workers Benefit Protection Act (as amendedthe “OWBPA”). In giving the releases set forth above, which include claims which may be unknown to you at present, you hereby expressly waive and relinquish all rights and benefits under any law or legal principle in any jurisdiction with respect to your release of claims herein, including but not limited to the release of unknown and unsuspected claims. Notwithstanding anything to the contrary in this Paragraph 4, you are not prohibited from making or asserting and you are not waiving: (i) your rights under this Agreement; (ii) any claims for unemployment compensation, workers’ compensation or state disability insurance benefits pursuant to the terms of applicable state laws; (iii) any claim for vested benefits under any Company-sponsored retirement or welfare benefit plan; (iv) any other right that may not be released under applicable law; and (v) your rights, if any, to indemnification pursuant to the Company’s organizational documents or any D&O insurance policy.

Appears in 2 contracts

Samples: Executive Transition and Separation Agreement (Tabula Rasa HealthCare, Inc.), Executive Transition and Separation Agreement (Tabula Rasa HealthCare, Inc.)

General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveand other conditions set forth in this Agreement, I you hereby generally and completely releaserelease the Company, acquit and forever discharge the Company and its parent, subsidiary, and each of their affiliated entities, and investors, along with its and their predecessors and successors and their respective current and former directors, officers, employees, shareholders, stockholders, partners, general partners, limited partners, managers, members, managing directors, operating affiliates, agents, attorneys, predecessors, successors, Company and subsidiary entities, insurers, affiliates assigns and assigns affiliated entities (collectively, the “Released Parties”), ) of and from any and all claims, liabilities and obligations, both known and unknown, that arise arising from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including or on the date that I you sign this Release Agreement (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of from or in any way related to my your employment or other participation in connection with any of the CompanyReleased Parties, or the termination of that employmentemployment or participation, including all claims under the Severance Agreement; (b) all claims related to my compensation or benefits from the Companybenefits, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, change-in- control payments, fringe benefits, stock, stock options, or any other ownership or equity interests in the Companyprofit sharing; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Employee Retirement Income Security Act of 1974 (“FMLAERISA)) (including, the California Labor Code (as amendedbut not limited to, claims for breach of fiduciary duty under ERISA), and the California Fair Employment and Housing Older Workers Benefit Protection Act (as amendedthe “OWBPA”). In giving the releases set forth above, which include claims which may be unknown to you at present, you hereby expressly waive and relinquish all rights and benefits under any law or legal principle in any jurisdiction with respect to your release of claims herein, including but not limited to the release of unknown and unsuspected claims. Notwithstanding anything to the contrary in this Paragraph 4, you are not prohibited from making or asserting and you are not waiving: (i) your rights under this Agreement; (ii) any claims for unemployment compensation, workers’ compensation or state disability insurance benefits pursuant to the terms of applicable state laws; (iii) any claim for vested benefits under any Company-sponsored retirement or welfare benefit plan; (iv) any other right that may not be released under applicable law; and (v) your rights, if any, to indemnification pursuant to the Company’s organizational documents or any D&O insurance policy.

Appears in 2 contracts

Samples: Executive Transition and Separation Agreement (Idera Pharmaceuticals, Inc.), Executive Transition and Separation Agreement (Idera Pharmaceuticals, Inc.)

General Release. In exchange for the consideration certain severance and other post-employment benefits to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveAgreement, I hereby generally waive and completely releaserelease the Company, acquit its parents, subsidiaries, predecessors, successors and forever discharge the Company and its parent, subsidiaryaffiliates, and affiliated each of such entities’ officers, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholdersmanagers, partnersmembers, employees, agents, attorneys, insurers, affiliates representatives and assigns (collectively, the “Released Parties”), of and ) from any and all claims, liabilities liabilities, demands, causes of action, attorneys’ fees, damages, or obligations of every kind and obligationsnature, both whether known and or unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring arising at any time prior to and including the date that I sign this Release of Claims (collectively, the “Released ClaimsRelease”). The Released Claims includeThis general release includes, but are is not limited to: (a) all claims directly or indirectly arising out of or in any way related to connected with my employment with the Company, Company or the termination of that employmentemployment relationship; (b) all claims or demands related to my compensation or benefits from the Company, including salary, bonuses, fees, retirement contributions, profit-sharing rights, profit distributions, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanyCompany or any of its affiliated entities, vacation pay, fringe benefits, expense reimbursements or any other form of compensation or benefit; (c) all claims for breach pursuant to any federal, state or local law, statute or cause of contractaction in any jurisdiction, wrongful terminationincluding, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraudto, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended)1964, the federal Americans with Disabilities Act of 1990 (as amended)1990, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the federal Age Discrimination in Employment Act of 1967 1967, the Equal Pay Act of 1963, the Fair Labor Standard Act, South Dakota Codified Laws § 20-13-10 (as amended) (the “ADEA”1984), each as amended to date, tort law, contract law, wrongful discharge, discrimination, harassment, fraud, defamation, emotional distress, or claims for breach of fiduciary duty. Notwithstanding the federal Family and Medical Leave Act foregoing, nothing in paragraph shall release: (“FMLA”)i) any rights I have under the Agreement; (ii) any rights to indemnification I have pursuant to any written indemnification agreement to which I am a party or third party beneficiary, the California Labor Code certificate of incorporation or Bylaws of the Company, or under applicable law; or (iii) any rights which cannot be waived as amended)a matter of law. In addition, I understand that nothing in this release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or any analogous state or federal agency, except that I acknowledge and the California Fair Employment and Housing Act (as amended).agree that I shall not recover any monetary benefits in connection with any such claim, charge or proceeding with regard to any claim released herein. /s/ D.H. /s/ S.C.

Appears in 2 contracts

Samples: Executive Employment Agreement (KL Energy Corp), Executive Employment Agreement (Omni Bio Pharmaceutical, Inc.)

General Release. In exchange for consideration of the consideration Company entering into this Agreement and providing you with the Separation Benefits, to be provided to me under the Employment Agreement that I am which you would not otherwise entitled to receivebe entitled, I you agree that you and your heirs, executors, administrators and assigns hereby generally voluntarily, knowingly and completely releasewillingly release the Bank from any and all claims that you now have or have had, acquit including any and forever discharge all claims which may have been brought by third-parties on your behalf, against the Bank arising out of your employment with the Company and/or the termination of that employment. Without limiting the generality of the foregoing, this Agreement is intended to and its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, shall release the “Released Parties”), of and Bank from any and all claims, liabilities and obligations, both whether known and or unknown, which you ever had, now have or may have against the Bank arising out of your employment and/or your separation from that arise from or are in any way related to eventsemployment, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (ai) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach claim under Title VII of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended“Title VII”), the federal Americans With Disabilities Act (“ADA”), the Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Amendments Act of 1967 2008 (as amended) (the ADEAADAAA”), the federal Employee Retirement Income Security Act of 1974 (“ERISA”), the Civil Rights Act of 1991, Title II of the Genetic Information Nondiscrimination Act of 2008 (“XXXX”), the Pregnancy Discrimination Act, the retaliation provisions of the Fair Labor Standards Act (“FLSA”), the Occupational Safety and Health Act (“OSHA”), the Equal Pay Act of 1963 (“EPA”), the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Family and Medical Leave Act of 1993 (“FMLA”), the California National Labor Code Relations Act of 1935 (as amended“NLRA”), Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, the Sarbanes Oxley Act of 2002, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, the Uniformed Services Employment and Reemployment Rights Act (“USERRA”), the Fair Credit Reporting Act (“FCRA”), the Federal Insurance Contributions Act (“FICA”), the Immigration Reform and Control Act, the Worker Adjustment and Retraining Notification Act (“WARN”), and all applicable state and local laws, including but not limited to the California Connecticut Fair Employment Practices Act, the Connecticut Family and Housing Act Medical Leave Act, Connecticut Labor Law, Connecticut Wage Payment Laws, the Connecticut Whistleblower Law, Connecticut Worker’s Compensation Law, the New York Labor Law, New York Worker’s Compensation Law, the New York State Human Rights Law, the New York City Human Rights Law, the Illinois Worker Adjustment and Retraining Notification Act, Illinois Labor Law, the Illinois Wage Payment and Collection Act, the Illinois Human Rights Act, the Xxxx County Human Rights Ordinance, the Chicago Human Rights Ordinance; (as amendedii) any claim for equitable relief or recovery of punitive, compensatory, or other damages or monies, attorneys’ fees, any tort, and all claims for alleged discrimination or retaliation based upon age, race, color, sex, gender identity, sexual orientation, genetic information, marital status, religion, national origin, ancestry, handicap, disability, veteran status or other characteristic protected by law; (iii) any claim under the Company pension, welfare, stock, or incentive plans (except for applicable rights to deferred compensation under the applicable RBS Deferral Plan, Executive Share Options Plan, Restricted Share Plan, Long Term Incentive Plan or any other deferred compensation plan under which you have unvested deferred compensation; (iv) any claim sounding in tort or contract (express or implied); (v) any claim for wages, commissions, bonuses, severance pay, holiday pay, vacation pay, life insurance, health or medical insurance, 401k matching, profit sharing contributions, any other payments and/or fringe benefits; and (vi) any claim for attorneys’ fees, costs, disbursements and/or the like. By virtue of the foregoing, you agree that you have waived any damages and other relief available to you (including, without limitation, monetary damages, equitable relief and reinstatement) with respect to any claim or cause of action released above. Nothing herein, however, shall constitute a waiver of claims arising after you sign this Agreement, claims for enforcement of this Agreement or of claims for accrued, vested benefits under any employee benefit plan of the Bank in accordance with the terms of such plans and applicable law.

Appears in 2 contracts

Samples: Employment Agreement, Executive Employment Agreement (Citizens Financial Group Inc/Ri)

General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveEmployee unconditionally, I hereby generally irrevocably, and completely releaseabsolutely releases and discharges Company, acquit and forever discharge the Company any parent and its parentsubsidiary corporations, subsidiarydivisions, and affiliated entitiescorporations, partnerships, or other affiliated entities of Company, past and investorspresent, along with its and their predecessors and successors and their respective directorsas well as Company’s employees, officers, employees, shareholders, stockholders, partnersdirectors, agents, attorneyssuccessors, insurers, affiliates and assigns (collectively, the “Released Parties”), of from all known and from any and all unknown or suspected or unsuspected charges, claims, liabilities and grievances, liabilities, obligations, both promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, medical costs, pain and suffering, mental anguish, emotional distress, expenses (including attorneys’ fees and costs actually incurred), and punitive damages, of any nature whatsoever, known and or unknown, that arise from which either the Company or are in any way related to events, acts, conductEmployee has, or omissions occurring at any time prior may have had, against the other party, whether or not apparent or yet to and including the date that I sign this Release (collectivelybe discovered, the “Released Claims”). The Released Claims includeor which may hereafter develop, including, but are not limited to: (a) all claims , Employee’s employment with Company and the termination of Employee’s employment, arising directly or indirectly out of or in any way related to my connected with Employee’s employment with the Company. This Agreement resolves any claims for relief that could have been alleged, or the termination of that employment; (b) all claims related to my compensation or benefits from the Companyno matter how characterized, including salarywithout limitation, bonusescompensatory damages, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims damages for breach of contract, wrongful terminationbad faith damages, reliance damages, liquidated damages, damages for humiliation and breach of embarrassment, punitive damages, costs and attorneys’ fees related to arising from this Agreement. Employee agree that this release covers claims under False Claims Acts, including any entitlement to share in any recovery by the implied covenant of good faith United States. This release is intended to have the broadest possible application and fair dealing; (d) all tort includes, but is not limited to, any tort, contract, common law, constitutional, or other statutory claims, including including, but not limited to claims for fraud, defamation, emotional distress, and discharge in violation alleged violations of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, the California Labor Code or other claims arising under the federal Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act (of 1967, as amended), and all claims for attorneys’ fees, costs, and expenses. Employee expressly waives Employee’s right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by Employee or on Employee’s behalf, related in any way to the matters released herein. However, this general release is not intended to bar any claims that, by statute, may not be waived, such as claims for workers’ compensation benefits, unemployment insurance benefits, and any challenge to the validity of Employee’s release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this Agreement. California Civil Code Section 1542 Waiver.

Appears in 2 contracts

Samples: Agreement and Release, Agreement and Release (Marina Biotech, Inc.)

General Release. In exchange for consideration of the consideration promises of the Company set forth in the Agreement, which includes compensation to be provided to me under the Employment Agreement that which I am would not otherwise entitled to receivebe entitled, I I, on behalf of myself, and my heirs, executors, administrators, successors, assigns, dependents, descendants and attorneys hereby generally knowingly, voluntarily, and completely willingly fully and forever release, acquit discharge, and forever discharge covenant not to xxx the Company and its parentdirect and indirect parents, subsidiarysubsidiaries, affiliates, and affiliated entitiesrelated companies, past and investorspresent, along with as well as each of its and their predecessors and successors and their respective directors, officers, employees, shareholdersagents of the foregoing, stockholdersrepresentatives, partnersadvisers, agents, attorneystrustees, insurers, affiliates assigns, successors, and assigns agents, past and present (collectively, hereinafter referred to as the "Released Parties"), of, from, and with respect to any claim, duty, obligation, or cause of and action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that any of them may possess arising from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related to eventsomissions, acts, conduct, or omissions occurring at any time prior to facts that have occurred up until and including the date that I sign of this Release (collectively, the “Released Claims”). The Released of Claims include, but are not limited toincluding: (a) · any and all claims relating to or arising out of or in any way related to from my employment relationship with the Company, or Company and the termination of that employmenteither such relationship; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay · any and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for wrongful discharge of employment; breach of contract, wrongful termination, both express and implied; breach of the implied a covenant of good faith and fair dealing, both express and implied; (d) all tort claims, including but not limited to claims for fraud, defamation, negligent or intentional infliction of emotional distress, and discharge in violation of public policy; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; and (e) defamation; · any and all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Employee Retirement Income Security Act of 1974, the Civil Rights Acts of 1866 and 1867, Title VII of the Civil Rights Act of 1964 (1964, as amended), the federal Americans with Disabilities Civil Rights and Women's Equity Act of 1990 (1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended), the federal Age Discrimination in Employment Occupational Safety and Health Act of 1967 (as amended) (the “ADEA”)1970, the federal Consolidated Omnibus Budget Reconciliation Act of 1985, the Family and Medical Leave Act (“FMLA”)of 1993, the California Worker Adjustment and Retraining Notification Act of 1988, the Vocational Rehabilitation Act of 1973, the Equal Pay Act of 1963, the Americans with Disabilities Act, the Fair Labor Code (as amended)Standards Act, and the California Fair Employment and Housing Act (National Labor Relations Act, as amended), any other federal or state anti-discrimination law, or any local or municipal ordinance relating to discrimination in employment or human rights and the common law; · any and all claims for salary, bonus, severance pay, pension, paid time off pay, life insurance, health or medical insurance, or any other fringe benefits, other than the payments and benefits provided for in the Agreement; · any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; and · any and all claims for attorneys' fees and costs.

Appears in 2 contracts

Samples: Employment Agreement, Employment Agreement

General Release. In exchange for consideration of the consideration to be provided Severance Agreement proposed to me by Chesapeake Energy Corporation as reflected in a letter of [EFFECTIVE DATE OF TERM] (the “Severance Agreement”) and the payments and benefits I will receive under the Employment Agreement that I am not otherwise entitled to receiveSeverance Agreement, I hereby generally release and completely release, acquit and forever discharge the Company Chesapeake Energy Corporation and its parentpredecessors, subsidiarysuccessors, affiliates, subsidiaries and affiliated partners and each of those entities, and investors, along with its and their predecessors and successors and their respective directors’ employees, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates directors and assigns agents (collectively, hereafter collectively referred to as the “Released PartiesCompany)) from all claims, liabilities, demands, and causes of action, known or unknown, fixed or contingent, which I may have or claim to have against the Company either as a result of my past employment with the Company and/or the severance of that relationship and/or otherwise, and from hereby waive any and all rights I may have with respect to any such claims, liabilities and obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this . This General Release (collectively, the “Released Claims”). The Released Claims includeincludes, but are is not limited to: (a) all , claims arising out under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Pregnancy Discrimination Act of 1978, the Equal Pay Act, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Americans With Disabilities Act, the Employee Retirement Income Security Act of 1974 and the Uniformed Services Employment and Reemployment Rights Act (all as amended from time to time). This General Release also includes, but is not limited to, any rights I may have under the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act of 1988, the Fair Labor Standards Act, the Family and Medical Leave Act, the Occupational Health and Safety Act and any other federal, state and/or municipal statutes, orders or regulations pertaining to labor, employment and/or employee benefits. This General Release also applies to any claims or rights I may have based on any legal or equitable restrictions on the Company’s rights not to continue an employment relationship with its employees, including any express or implied employment contracts, and to any claims I may have against the Company for fraudulent inducement or misrepresentation, defamation, wrongful termination or other retaliation claims in connection with workers’ compensation or alleged “whistleblower” status or on any other basis whatsoever. It is specifically agreed, however, that this General Release does not have any effect on any rights or claims I may have against the Company which arise after the date I execute this General Release. This General Release also does not have any effect on any claims that cannot be released as a matter of law, any vested rights I may have under any of the Company's benefit plans or arrangements or equity or equity-based awards as of or in any way related to after my last day of employment with the Company, any rights or claims I may have to indemnification under the Company’s bylaws, Directors’ and Officers’ insurance policy, any contract or any applicable State laws pertaining to indemnification of employees or officers following termination of that employment; (b) all claims related to my compensation or benefits from . Finally, this General Release does not have any effect on any of the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and ’s obligations under the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, Severance Agreement or any other ownership or equity interests provisions of my Employment Agreement (as defined in the Company; (cSeverance Agreement) all claims for breach of contractthat, wrongful termination, and breach pursuant to the express terms of the implied covenant Severance Agreement, are intended to survive the execution of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)Severance Agreement.

Appears in 1 contract

Samples: Employment Agreement (Chesapeake Energy Corp)

General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveyou by this Agreement, I you hereby generally and completely release, acquit and forever discharge the Company release SST and its parent, subsidiary, current and affiliated entities, and investors, along with its and their predecessors and successors and their respective former directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates affiliates, and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related to out of events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign your signing this Release (collectively, the “Released Claims”)Agreement. The Released Claims includeThis general release includes, but are is not limited to: (a) all claims arising out of or in any way related to my your employment with the Company, or the termination of that employmentSST; (b) all claims related to my your compensation or benefits from the CompanySST, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanySST; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, nothing in this Agreement shall prevent you from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing, except that you acknowledge and agree that you shall not recover any monetary benefits in connection with any such claim, charge or proceeding with regard to any claim released herein. Further, nothing in this Agreement shall (a) prevent either party from filing any claim arising from any breach of the terms of this Agreement, or (b) release SST from any of its indemnification obligations to you pursuant to your March 2000 Indemnity Agreement with SST, SST’s Bylaws or Articles of Incorporation, or statutory or common law.

Appears in 1 contract

Samples: sec.report

General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveEmployee hereby voluntarily, I hereby generally knowingly and completely releasewillingly waives, acquit acquits, releases and forever discharge the discharges Company and each of its parentformer, subsidiary, current and affiliated entities, and investors, along with its and their predecessors and successors and their respective directorsfuture employees, officers, employeesdirectors, agents, shareholders, stockholdersjoint venturers, partners, agentsrepresentatives, attorneys, insurers, affiliates related entities, assigns, successors, predecessors, affiliates, owners, and assigns all persons acting by, through, under or in concert with any of them (collectively, the hereinafter collectively Released PartiesReleasees”), of and from any and all claims, liabilities and charges, complaints, claims, liabilities, obligations, both promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including back wages, and attorneys’ fees and costs actually incurred) of any nature whatsoever, whether known and or unknown, that arise from foreseen or are unforeseen, liquidated or unliquidated, in any way related law or in equity, suspected or unsuspected, which Employee may have had or claim to eventshave had, acts, conductnow have or claim to now have, or omissions occurring at hereafter may have or may claim to have, against the Releasees (collectively “Claims”), including, but not limited to, rights arising out of alleged violations of any time prior contract, express or implied (including but not limited to, any contract of employment, partnership, independent contractor, fiduciary, special or confidential relationship); any covenant of good faith and fair dealing (express or implied); any tort, including fraud and deceit, negligent misrepresentation, promise without intent to perform, conversion, breach of fiduciary duty, defamation, libel, slander, invasion of privacy, negligence, intentional or negligent infliction of emotional distress, malicious prosecution, abuse of process, intentional or negligent interference with prospective economic advantage, and conspiracy; any “wrongful discharge” and “constructive discharge” claims; any claims relating to any breach of public policy; any violations or breaches of corporate by-laws; any employment related discrimination or harassment claims under the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act, the Family Medical Leave Act, the California Fair Employment and Housing Act, the California Family Rights Act, the Fair Labor Standards Act, the Employment Retirement Income Security Act, the California Constitution, the California Labor Code or under common law, which against any or all of them Employee ever had, now has or hereinafter may have, up to and including the date that I sign of Employee’s execution of this Release (collectivelyAgreement, the “Released Claims”). The Released Claims includeincluding, but are not limited to: (a) all claims without limitation, those arising out of or in any way related to my Employee’s employment with the Company, at Company or the termination of that employment; (b) all claims related to my compensation . This also includes, but is not limited to, a release of any rights or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or Claims Employee may have under any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, statestate or local laws or regulations prohibiting employment discrimination. Furthermore, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneysthis includes a release by Employee of any Claims under any state Workersfees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)Compensation laws.

Appears in 1 contract

Samples: Termination Agreement (Mindspeed Technologies, Inc)

General Release. In exchange for the consideration to be severance payments and benefits provided to me under for in Section 2 of the Employment Agreement that I am not otherwise entitled to receiveAgreement, I hereby generally and completely release, acquit Executive releases and forever discharge discharges the Company and each of its parentsubsidiaries, subsidiaryaffiliates, officers, directors, employees, and affiliated entities, agents and investors, along with its and all of their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the Released PartiesReleasees), of and ) from any and all claimsclaims that legally can be released that Executive may have against the Releasees, liabilities and obligations, both whether known and or unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my Executive’s employment with the Company, Company or the termination of that employment; (b) all . Executive acknowledges and agrees that the payments referenced in the Agreement constitute adequate and valuable consideration, in and of themselves, for the Release. This waiver and release of claims related to my compensation or benefits from the Companyis full and complete, including salaryand includes, bonuseswithout limitation, commissionsany claim of constructive discharge, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock optionsharassment, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach any claims under Title VII of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal 1964 Civil Rights Act of 1964 (as amended)Act, the federal Americans with With Disabilities Act of 1990 (as amended)Act, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”)Act, the federal Family and Medical Leave Act (“FMLA”)Act, the California Labor Code (as amended), and the California Fair Employment and Housing Act Act, the California Family Rights Act, the Employee Retirement Income Security Act, the state and federal Worker Adjustment Retraining and Notification Acts, or any other applicable federal, state, or local law, rule, regulation or order, claims for breach of contract or covenant, whether express or implied, negligent or intentional infliction of emotional distress, misrepresentation, fraud, breach of statute or public policy, defamation, or any claims alleging tort or other wrongful conduct under common law, as well as any claim for additional compensation in any form, including salary, bonus or incentive compensation, sick leave benefits, vacation benefits, compensatory time, severance pay, or otherwise and all other claims of any kind arising out of my employment, including claims for attorney’s fees and costs. The matters that are the subject of the release referred to in this Section shall be referred to collectively as the “Released Matters”. Notwithstanding the foregoing, Executive does not release the following claims and rights: (as amended)a) Executive’s rights under the Agreement; (b) any claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; (c) Executive’s right, if any, to indemnity pursuant to the California Labor Code; or (d) any other claims determined by law to be non-waivable.

Appears in 1 contract

Samples: Separation Agreement (Symmetricom Inc)

General Release. In exchange As consideration for the consideration settlement and severance pay and other benefits and promises to which Xxxxxx Xxxxxxx the Releasor, would not be provided to me under otherwise entitled, which are set forth in the Employment Letter Agreement that I am not otherwise entitled to receivebetween Releasor and Medidata Solutions, I Inc., dated July 8, 2014 the Releasor, with the intention of binding him/herself, his/her heirs, personal representatives, executors, administrators and assigns, hereby generally and completely release, acquit releases and forever discharge the Company and discharges Medidata Solutions, Inc., its affiliates, subsidiaries, parent, subsidiary, predecessor and affiliated entities, and investors, along with its successor corporations and their predecessors and successors and their respective directorsemployees, officers, employeesdirectors, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates representatives and assigns trustees or administrators under any employee benefit plans (collectively, collectively referred to as the “Released PartiesReleasees”), of and from any and all claimsclaims (with the exception of unemployment insurance), liabilities demands, damages, remedies, contracts (express or implied) and obligationscauses of action of any kind or nature whatsoever, both whether known and or unknown, that arise from which Releasor had, now has or are in any way related to eventsthe future may or could have, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims against Releasees arising out of or in relating to any way related matter up to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach date of the implied covenant execution of good faith and fair dealing; (d) all tort claimsthis General Release, including but not limited to any and all claims for fraudin connection with Releasor’s employment with Medidata Solutions, defamationInc. (or with any other Releasee) and the termination thereof, emotional distressexcluding any claims to enforce Releasor’s rights under the Letter Agreement. This General Release and the Letter Agreement are sometimes collectively referred to as the “Agreement.” Without limiting the generality of the foregoing, Releasor agrees that he/she knowingly and discharge voluntarily waives all rights he/she has or may have (or that of anyone on her behalf) to commence or prosecute any legal proceeding or action under the Age Discrimination in violation Employment Act of public policy; 1967, as amended, the Older Workers Benefits Protection Act of 1990, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Employee Retirement Income Security Act of 1974, as amended, under any other claims arising under any and (e) all other federal, state, state and local statutory claimsequal employment, fair employment and civil or human rights laws (whether statutory, regulatory or decisional), under the statutory, regulatory or common law of any jurisdiction, including but not limited to any and all tort claims for discrimination(e.g., harassmentdefamation, retaliationintentional infliction of emotional distress, attorneys’ fees, penaltiesnegligent hiring, or other claims arising under the federal Civil Rights Act of 1964 (as amended)retention, the federal Americans conversion, interference with Disabilities Act of 1990 (as amended)contract, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amendedabusive discharge), and under any and all federal, state or local laws relating to benefits, labor or employment standards or retaliation (e.g., whistleblowing). If prior to the California Fair Employment date of execution of this General Release, Releasor filed charge(s), complaint(s) or action(s) against any of the Releasees related to any matter released or waived herein, Releasor agrees to withdraw or discontinue them and Housing Act (as amended)execute all documents necessary to effectuate their withdrawal or discontinuance. Should any proceeding be instituted by or on behalf of Releasor with respect to matters here settled, released or waived, then the Letter Agreement and this General Release shall be deemed full satisfaction of any such claim(s) and sufficient basis for their immediate dismissal. RELEASOR ACKNOWLEDGES THAT HE/SHE FULLY UNDERSTANDS THE CONTENTS OF THE LETTER AGREEMENT AND GENERAL RELEASE AND EXECUTES THEM FREELY AND VOLUNTARILY, WITHOUT DURESS, COERCION OR UNDUE INFLUENCE.

Appears in 1 contract

Samples: Letter Agreement (Medidata Solutions, Inc.)

General Release. In exchange consideration for my employment as provided in the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveAgreement, I hereby generally and completely release, acquit release and forever discharge the Company and its parentpredecessors, subsidiarysuccessors, and affiliated entitiespartners, and investors, along with its and their predecessors and successors and their respective directors, officersassigns, employees, shareholders, stockholdersowners, partnersofficers, directors, agents, attorneys, insurerssubsidiaries, affiliates divisions, and assigns affiliates, (collectively, the jointly referred to as “Released Parties”), of and ) from any and all claims, liabilities and demands, causes of action, obligations, both known damages, attorneys’ fees, costs and unknownliabilities of any nature whatsoever, that arise from whether or are not now known, suspected or asserted, which I may have or claim to have against the Released Parties relating in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related manner to my employment with the Company, or Company and/or the termination of that such employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied hereby covenant of good faith and fair dealing; (d) all tort claimsnot to assert such claims through a lawsuit, including an administrative proceeding or otherwise. This general release includes, but is not limited to claims for fraudto, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under federal, state or local laws prohibiting employment discrimination or claims arising out of any legal restrictions on the federal Civil Rights Act Company’s rights to terminate its employees, including without limitation of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 1967, as amended; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991, as amended; and the Americans with Disabilities Act of 1990, as amended. I waive all rights under Section 1542 of the Civil Code of California. That section reads as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. Notwithstanding the provisions of Section 1542 or any similar law of any other state, and to provide a full and complete release of Released Parties, I expressly acknowledge that this Termination Certification and General Release is intended to include, without limitation, all claims which I do not know or suspect to exist in my favor at the time of execution of this document, and that the Severance Payments (as amendeddefined in the Agreement) (as agreed upon in the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).Agreement completely extinguishes all such claims. Date: ___________________________________ Signature Please Print Name

Appears in 1 contract

Samples: Employment Agreement (Colombia Clean Power & Fuels, Inc)

General Release. In exchange for consideration of my acceptance of the consideration to be provided payments and benefits offered to me under the Employment Pioneer Natural Resources Company Severance Agreement that I am not otherwise entitled to receiveeffective February 27, 2013 (the “Agreement”), I hereby generally DISCHARGE and completely release, acquit and forever discharge RELEASE Pioneer Natural Resources Company (the Company “Company”) and its parent, subsidiarysubsidiaries and affiliates, and affiliated the officers, directors, employees, agents, predecessors, successors, and assigns of such entities, and investorsemployee benefits plan (including plan administrators, along with its trustees and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, fiduciaries)(collectively the “Released Parties”), of and ") from any and all claims, liabilities and obligationsdemands and/or causes of action whatsoever, both presently known and or unknown, that arise from are based upon facts occurring on or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign my execution (signing) of this Release (collectivelyRelease, the “Released Claims”). The Released Claims includeincluding, but are not limited to, the following: (a) all claims arising out of any matter or in any way action related to my employment with, separation from, and/or affiliation with the Company, including any tort, contract, negligence, or the termination of that employment; (b) other common law claims, all claims related to my compensation or benefits from the Companyfor intentional infliction of emotional distress, including salaryall claims for compensatory, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, punitive or any other ownership or equity interests in the Company; (c) damages, all claims for breach attorneys' fees and costs, and all claims under any federal, state, or local statute, regulation, or ordinance, including but not limited to, those under the Civil Rights Act of 1866, 1871, 1964, and 1991; the Americans with Disabilities Act; the Age Discrimination in Employment Act; the Older Workers Benefit Protection Act; the Rehabilitation Act of 1973; Executive Order 11246; the Family and Medical Leave Act; the Employee Retirement Security Act; the Equal Pay Act; the Fair Labor Standards Act; any tort, contract, wrongful terminationconstitutional, or other statutory claims; and breach of the implied covenant of good faith and fair dealing; (d) all tort claimsclaims for past or future employment benefits, including but not limited to claims wages, bonuses, vacation pay, severance and medical or dental coverage (any and all “Potential Claims”). I understand that this Release is final and binding. I acknowledge and agree that the Company has no legal obligation to provide the payments and/or benefits offered to me under the Agreement, except in exchange for fraud, defamation, emotional distressthis Release, and discharge my acceptance of such payments and benefits constitutes my agreement to all terms and conditions set forth in violation this Release. I acknowledge and agree that, except to the extent otherwise provided in the Agreement or prohibited by law, this Release constitutes a waiver of public policy; any and all Potential Claims that I have or may have against the Released Parties. I further acknowledge and agree that this Release has no effect on any obligations I have assumed under the Agreement with respect to confidentiality, non-solicitation, non-interference and other such matters and that any such obligations shall survive my execution of this Release in accordance with the terms of the Agreement. I acknowledge that I have twenty-one (e21) all federaldays to consider this Release before executing it, state, and local statutory claims, including although I may execute it any time during this twenty-one (21) day period (but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act before my last day of 1964 (as amendedemployment), that I may revoke this Release within 7 days after I execute it by written notice to the federal Americans with Disabilities Act Company’s Vice President of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family Administration and Medical Leave Act (“FMLA”), the California Labor Code (as amended)that this Release will not become effective or enforceable, and the California Fair Employment payments and Housing Act (as amended).benefits offered under the Agreement will not be made or provided, until expiration of this 7 day period without my revocation. I have carefully read and fully understand all of the provisions of this Release. I further acknowledge that entering into this Release is knowing and voluntary on my part, that I have had a reasonable time to deliberate regarding its terms, and that I have had the right to consult with an attorney prior to executing this Release if I so desired. _________________________________________Date signed: __________________________________________________________Signature of Xxxxxx X. Xxxxxxxxx _________________________________________Date signed: __________________________________________________________Witness Schedule I

Appears in 1 contract

Samples: Severance Agreement (Pioneer Natural Resources Co)

General Release. In exchange for the consideration to be provided to me under Employee pursuant to the Employment Agreement offer letter agreement with Omnicell, Inc. (“Omnicell”) dated May 24, 2012 (“Offer Letter Agreement”), that I am Employee is not otherwise entitled to receive, I Employee hereby generally and completely releasereleases Omnicell, acquit and forever discharge the Company and its parentInc., subsidiaryMedPak Holdings, and affiliated entitiesInc., and investorsMTS Medication Technologies, along with its and their predecessors and successors Inc., and their respective current and former directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates affiliates, and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign Employee’s signing this Release (collectively, the “Released Claims”)Release. The Released Claims includeThis general release includes, but are is not limited to: (a1) all claims arising out of or in any way related to my Employee’s employment with the Company, Omnicell or the termination of that employment; (b1) all claims related to my Employee’s compensation or benefits from the CompanyOmnicell, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanyOmnicell; (c1) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; claims under the MTS Employment Agreement (das defined in the Offer Letter Agreement); (1) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e1) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended)Act, and the California Fair Employment and Housing Florida Civil Rights Act of 1992 (as amended).

Appears in 1 contract

Samples: OMNICELL, Inc

General Release. In exchange for consideration of my receipt from Xxxxxx Gaming, LLC (the consideration to be provided to me under “Company”) of the Employment Agreement Severance Package, as that I am not otherwise entitled to receiveterm is defined in that certain Executive Severance Agreement, I dated , 2011 (the “Agreement”), I, , hereby generally and completely release, acquit release and forever discharge the Company and its parentparents, subsidiarysubsidiaries and affiliates, and affiliated entitiestheir employees, and investorsmembers, along with its and their predecessors and successors and their respective directorsstockholders, officers, employeesdirectors, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates managers and assigns agents (collectively, the “Released PartiesReleasees), of and ) from any and all liabilities, claims, liabilities and obligations, both demands and causes of action of any kind or nature, in law, equity or otherwise, known and or unknown, that arise suspected or unsuspected, disclosed and undisclosed, which I have, or claim to have, against any of the Releasees arising from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related relating to my employment with any of the Company, or Releasees and the termination of that my employment; (b) all . This General Release includes, without limiting the generality of the foregoing, claims related to my compensation arising under any federal, state or benefits from the Companylocal statute, ordinance or regulation, including salarythe Age Discrimination in Employment Act of 1967, bonusesthe Americans with Disabilities Act, commissionsthe Family and Medical Leave Act, other incentive compensation, vacation pay Title VII of the Civil Rights Act of 1964 and the redemption thereofCivil Rights Xxx 0000, expense reimbursementsthe Civil Rights Act of 1866, fringe benefitsand the Employee Retirement Income Security Act of 1974, stockall as amended, stock optionsand any similar federal, state or any other ownership local statutes, ordinances or equity interests regulations, and claims in the Company; (c) all claims for nature of a breach of contract, claims for wrongful terminationdischarge, and emotional distress, defamation, fraud or breach of the implied covenant of good faith and fair dealing; , tort and wage or benefit claims. The General Release set forth above specifically excludes: (di) all tort claimsactions brought to enforce the terms of this General Release, including but not limited (ii) if applicable, vested rights to claims which I may be entitled under any Company benefit plans, which entitlement shall be determined in accordance with the provisions of those plans (excluding any plan, policy or practice providing for fraud, defamation, emotional distress, and discharge in violation severance or termination payments upon termination of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amendedemployment), and (iii) any rights or claims that, as a matter of law, cannot be released or waived. If I violate the California Fair Employment terms of this General Release or the Duty of Loyalty Agreement that was entered into at the same time as the Agreement, I agree I will repay the Severance Package and Housing Act will pay the Releasees’ costs and reasonable attorneys’ fees incurred to enforce the same, in addition to any other damages that may be available. I acknowledge that this General Release is knowing and voluntary and that the consideration given for this General Release is in addition to anything of value to which I was already entitled from any of the Releasees. I have been advised by the Company to carefully consider the matters set forth in this General Release and to consult with such professional advisors as I deem appropriate, including a lawyer of my own choice. I acknowledge I have had at least twenty-one (as amended).21) days from my receipt of this General Release to consider the terms and conditions set forth herein, and I understand that I have the later of seven (7) days following my execution of this General Release and my final day of employment with the Company to revoke my signature, in which event this General Release shall not be effective or binding on me, and I will not receive any portion of the Severance Package. I further understand fully and acknowledge the terms and consequences of this General Release, and I voluntarily accept them. AGREED TO AND ACCEPTED BY, INTENDING TO BE LEGALLY BOUND: Dated: [Executive]

Appears in 1 contract

Samples: Form of Executive Severance Agreement (Herbst Gaming, LLC)

General Release. A. In exchange return for the consideration referenced in this Agreement, I, Xxxxx Xxxxxxxxxxxx, agree to be provided the following: I agree, on behalf of myself and all of my heirs or personal representatives, to me under the Employment Agreement that I am not otherwise entitled to receiverelease ACSHI, I hereby generally its parent companies (including without limitation Patient Infosystems, Inc.), subsidiaries, all affiliates of each, predecessors and completely release, acquit and forever discharge the Company and its parent, subsidiarysuccessors, and affiliated entitiesall of its present or former officers, and investorsmanagers, along with its and their predecessors and successors and their respective directors, officersmanagers, representatives, employees, shareholders, stockholders, partners, agents, attorneys, insurersemployee benefit programs, affiliates and assigns the trustees, administrators, fiduciaries and insurers of such programs (collectively, collectively the “Company Released Parties”), of and from any and all claimsclaims for relief of any kind, liabilities and obligations, both whether known and to me or unknown, that arise from or are which in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising arise out of or in any way related relate to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, at ACSHI or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant Company Released Parties, the separation of good faith my employment at ACSHI or any of the Company Released Parties, any agreements between ACSHI or any of the Company Released Parties and fair dealing; (d) all tort claimsme, including but not limited to claims for fraud, defamation, emotional distressthe Employment Agreement, and discharge in violation concerning any set of public policy; and (e) all federalfacts or events occurring at any time up to the Effective Date of this Agreement, stateincluding, and local statutory claims, including but not limited to to, any and all claims for discriminationof discrimination of any kind, harassmentand any contractual, retaliation, attorneys’ fees, penalties, tort or other common law claims. This settlement and waiver includes all such claims, whether for breach of contract, quasi-contract, implied contract, quantum meruit, unjust enrichment, compensation, deferred compensation, equity interest, any tort claims, any and all claims arising under any applicable federal laws, including, but not limited to, the federal Age Discrimination in Employment Act, as amended, Title VII of the Civil Rights Act of 1964 (1964, as amended), the federal Civil Rights Act of 1991, 42 U.S.C. § 1981, the Americans with Disabilities Act, as amended, the Equal Pay Act, as amended, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act of 1990 (1974, as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”)Act, as amended, the California Fair Labor Code (Standards Act, as amended), and the California Fair Employment and Housing Act (as amended)Xxxxxxxx-Xxxxx Act, or under any applicable state or local laws or ordinances or any other legal restrictions on ACSHI’s rights, including the Texas Commission on Human Rights Act.

Appears in 1 contract

Samples: Separation Agreement (American Caresource Holdings, Inc.)

General Release. (a) In exchange for consideration of the consideration promises and payments referenced above, to be provided to me under the Employment Agreement that I am not otherwise entitled to receivefullest extent permitted by applicable law, I you hereby generally and completely release, acquit release and forever discharge the each Company and its parentEntity, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directorssuccessors and assigns, current and former officers, employees, shareholders, stockholders, partners, agents, attorneysboard of directors members, insurersrepresentatives and employees, affiliates various benefits committees, and assigns their respective successors and assigns, heirs, executors and personal and legal representatives, (collectively, the “Released OceanFirst Parties,” or individually, an “OceanFirst Party”) from each and every Claim (as defined below), action or right of any sort which you, your agents, representatives, estate and/or heirs may have against any of them up through the date of execution of this Separation Agreement. This releases, and you intend to give up, all actions, charges, controversies, demands, causes of action, suits, rights, liabilities, settlements, costs, expenses and/or claims whatsoever (collectively, “Claims” or individually, a “Claim”), of and from any and all claims, liabilities and obligations, both known and unknown, matured and unmatured, that arise you have now or may have in the future resulting from or are anything that has happened up to the execution of this Separation Agreement including any Claims for attorney’s fees and expenses and the fees and expenses of expert witnesses. Without limiting the scope of the foregoing provision in any way related way, you specifically release all Claims relating to events, acts, conduct, or omissions occurring at arising out of any time prior to and including aspect of your employment with the date that I sign this Release (collectively, Bank or relationship with any Company Entity or the “Released Claims”). The Released Claims includetermination thereof including, but are not limited to: (a) , any claim under the Employment Agreement between you and the Company dated as of April 5, 2017, as subsequently amended, and all claims arising out releasable Claims under Title VII of or the Civil Rights Act, the Civil Rights Act of 1991 and the laws amended thereby, the Americans With Disabilities Act, the Age Discrimination in any way related to my employment with Employment Act, the CompanyEmployee Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Occupational Safety and Health Act, the Equal Pay Act, the Family and Medical Leave Act, the New Jersey Law Against Discrimination, the Conscientious Employee Protection Act, the New Jersey Family Leave Act, the constitutions of the United States or the termination State of that employment; (b) New Jersey or any statute or law of the United States or any state under which you may waive rights, all claims related Claims relating to my any plan, policy, practice or procedure, including any company compensation or benefits from the Companybenefit plan, including salaryall common law Claims including, bonusesbut not limited to, commissionswrongful discharge, other incentive compensationviolation of public policy, vacation pay and the redemption thereofwhistleblower/retaliation Claims, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of express or implied contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) , negligent or intentional infliction of emotional distress, negligent hiring/supervision, defamation, fraud, and tortious interference with contract or prospective economic advantage, all tort claimsClaims for any economic loss including entitlement to profits, back pay, front pay, fringe benefits or any other form of compensation, all Claims for personal injury, including mental anguish, humiliation, physical or emotional pain and suffering, psychiatric injury, and damage to name or reputation, all Claims for any form of compensatory or punitive damages, all Claims for costs or attorney’s fees, and all Claims arising out of any legal restrictions on each Company Entity’s right to terminate its employees. Without waiving any prospective or retroactive rights under the Fair Labor Standards Act (“FLSA”), you acknowledge that the Bank has properly provided you with all wages, benefits, and compensation, if any, due to you under the FLSA. You further understands that, except for the consideration set forth in this Separation Agreement, this Separation Agreement includes the release of all claims for any type of financial interest in, or payments from, any Company Entity or for salary, wages, commissions, bonus, separation or severance benefits, or any other form of compensation. Notwithstanding the foregoing, such released claims shall not include any claims based on obligations created by or reaffirmed in this Separation Agreement, or the payment of salary until the Separation Date, the payment of accrued but unused vacation in accordance with Bank policies, your participation in the Bank benefit programs until the Separation Date. Moreover, nothing in this Section or this Separation Agreement shall affect your entitlement to any and all vested benefits, including, but not limited to those under the Bank’s ESOP and 401(k) plan. Nothing in this Section or in this Separation Agreement, however, releases any claims that are not waivable by you under applicable law, including any claims for fraudworkers compensation benefits. You acknowledge that notwithstanding any other language herein, defamationyou are free to pursue before the U.S. Equal Employment Opportunity Commission (“EEOC”) any claim over which that agency has jurisdiction. However, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited you hereby expressly waive your right to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, any additional monetary or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)recovery that otherwise may be available through an EEOC proceeding.

Appears in 1 contract

Samples: Employment Separation (Oceanfirst Financial Corp)

General Release. In exchange Except for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiverights and obligations created by this Agreement, I Employee hereby generally and completely releasereleases, acquit acquits and forever discharge the Company discharges Next Level and its parentsubsidiary corporations and/or successors, subsidiaryassigns, and affiliated entitiespartners, and investorsemployees, along with its and their predecessors and successors and their respective directorsagents, officers, employees, shareholderstrustees, stockholders, partnersattorneys and insurers ("Releasees") from any claims, agentsexpenses, attorneysdebts, insurersdemands, affiliates costs, contracts, liabilities, obligations, actions and assigns (collectivelycauses of action of every nature, the “Released Parties”)whether known or unknown, whether in law or in equity, which he had or has or may claim to have by reason of and from any and all claims, liabilities and obligations, both known and unknown, that arise matters from or are in any way related the beginning of time to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign he signs this Release (collectivelyAgreement, the “Released Claims”). The Released Claims includeincluding, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for wrongful termination, breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, misrepresentation, intentional and negligent infliction of emotional distress, reimbursement of employee expenses, reimbursement of medical expenditures, violation of civil rights, defamation, emotional distressconspiracy, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discriminationseverance pay, harassmentclaims for workers' compensation benefits, retaliationclaims under the Labor Code of the State of California, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended)Wage and Hours laws and claims for discrimination based on race, color, national origin, sex, religion, sexual preference, marital status, medical condition, age and/or disability, under federal and state law. Employee also releases and discharges any and all claims, rights and/or remedies under the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (1967, as amended) (the “ADEA”), the federal Family Employee Retirement Income Security Act of 1974, as amended, and Medical Leave Act any other federal, state or local statute or regulation which relates to his employment or its termination. Employee agrees to file no suit or other action alleging any such claim, demand or cause of action. Employee acknowledges that he has been advised to seek advice of legal counsel before signing this Agreement. Employee acknowledges that he has been advised to seek advice of legal counsel before signing this Agreement, that he has had at least twenty-one (“FMLA”), 21) days to review and consider it and that he understands he can rescind this Agreement within seven (7) days of signing it. Employee acknowledges familiarity and understanding of section 1542 of the California Labor Code (Civil Code, which provides as amended)follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. To the extent that section 1542 or any similar law or statute may otherwise apply to the foregoing release, Employee hereby waives and relinquishes as to all matters released hereunder all rights and benefits that he has, or may have, under Section 1542 of the California Fair Employment and Housing Act (as amended)Civil Code, or under the laws of California or any other jurisdiction to the same or similar effect.

Appears in 1 contract

Samples: Severance Agreement and General Release (Next Level Communications Inc)

General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveYou unconditionally, I hereby generally irrevocably and completely release, acquit absolutely release and forever discharge the Company and its parent, subsidiaryCompany, and any parent and subsidiary corporations, divisions and affiliated entitiescorporations, partnerships or other affiliated entities of the Company, past and investorspresent, along with its and their predecessors and successors and their respective directorsas well as the Company’s employees, officers, employees, shareholders, stockholders, partnersdirectors, agents, attorneys, insurers, affiliates successors and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are claims related in any way related to eventsthe transactions or occurrences between them to date, actsto the fullest extent permitted by law, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims includeincluding, but are not limited to: (a) , your employment with the Company, the termination of your employment, and all claims other losses, liabilities, claims, charges, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way related to my connected with your employment with the Company. This release is intended to have the broadest possible application and includes, or the termination of that employment; (b) all claims related to my compensation or benefits from the Companybut is not limited to, including salaryany tort, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful terminationcommon law, and breach of the implied covenant of good faith and fair dealing; (d) all tort constitutional or other statutory claims, including including, but not limited to claims for fraud, defamation, emotional distress, and discharge in violation alleged violations of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, the California Labor Code or other claims arising under the federal Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act (of 1967, as amended), and all claims for attorneys fees, costs and expenses. You expressly waive your right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by you or on your behalf, related in any way to the matters released herein. However, this general release is not intended to bar any claims that, by statute, may not be waived, such as any challenge to the validity of your release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this Agreement.

Appears in 1 contract

Samples: Employment Agreement (Xilinx Inc)

General Release. In exchange for Shand and his family mxxxxxs, heirs, successors, and assigns (hereinafter referred to collectively as the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receive, I "Releasing Parties") hereby generally and completely release, acquit acquit, and forever discharge the Company and C a r rington, its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors subsidiary corporations and their respective shareholders, directors, officers, fiduciaries, agents, servants, employees, shareholders, stockholders, partners, agentsrepresentatives, attorneys, insurers, affiliates successors, and assigns (collectively, the "Released Parties”), of and ") from any and all claims, liabilities demands, and obligationscauses of action of every kind and character, both known and unknownwhether vicarious, derivative, or direct, that arise from any of the Releasing Parties now has or are may hereafter have or assert against any or all of the Released Parties growing out of, resulting from, or connected in any way related with Shand's employment or xxx xxtirement from employment with Carrington, including xxx xxx xxmited to eventsany and all claims for damages (actual, actsexemplary, conductliquidated, or omissions occurring at any time prior to and including the date that I sign this Release (collectivelyunliquidated), the “Released Claims”). The Released Claims includeback pay, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Companyfuture pay, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salarydeferred compensation, bonuses, commissions, other incentive severance p a y ments, vacation and leave benefits, unreimbursed business expenses, overtime compensation, vacation pay reinstatement or priority placement, past and the redemption thereoffuture medical or other employee benefits for Shand or his dependxxxx, expense reimbursements, fringe employee retirement benefits, stockcontributions to company- sponsored 401(k) plans (except as presently vested in any savings plan sponsored by Carrington in which Xxxxx xx a participanx), stock optionsmedical and counseling costs, injunctive relief, declaratory relief, attorney's fees, costs of court, disbursements, interest, or any other ownership form whatsoever of legal or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach equitable relief to which any of the implied covenant Releasing Parties claims or might claim entitlement as a result of good faith and fair dealing; (d) all tort claimsany alleged act or omission of any of the Released Parties, including but not limited to claims for fraudany alleged unlawful age discrimination or any other form of unlawful employment discrimination, defamationretaliation, wrongful termination, breach of contract (express or implied), tortious interference with contract, promissory estoppel, detrimental reliance, negligent or intentional infliction of emotional distress, negligent hiring and discharge in supervision, assault, battery, defamation of character, any alleged act of harassment or intimidation, negligent or intentional misrepresentation or fraud, invasion of privacy, or any other intentional or negligent tort, or any alleged violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (1967, Title VII of the “ADEA”)Civil Rights Act of 1964, the federal Americans With Disabilities Act of 1990, the Family and Medical Leave Act (“FMLA”)of 1993, the California Employee Retirement Income Security Act of 1974, the Fair Labor Code (as amended)Standards Act, the Fair Credit Reporting Act, the Texas Commission on Human Rights Act, the Texas Wage Payment Statute, the public policy of the United States, the State of Texas, or any other state, or any other federal or state statutory or common law, or any other alleged adverse employment action by any of the Released Parties, and all other loss, expense, or detriment of every kind and character, whether past or future, that any of the California Fair Employment and Housing Act (as amended)Releasing Parties may have sustained or may hereafter sustain by reason of any act or omission of any of the Released Parties growing out of, resulting from, or connected in any way with Shand's employment or xxx xxtirement from employment with Carrington. IT IS THE XXXXXXX XNTENTION AND AGREEMENT OF THE PARTIES THAT THE FOREGOING PROVISIONS OF THIS SECTION 6 RELEASE THE RELEASED PARTIES FROM ANY AND ALL LIABILITY FOR THEIR OWN NEGLIGENCE. The preceding provisions of this Section 6 do not apply to any rights or claims that may arise after the date this Agreement is executed by Shand.

Appears in 1 contract

Samples: Retirement and Consulting Agreement (Carrington Laboratories Inc /Tx/)

General Release. In exchange for the consideration Retirement Benefits to be provided to me under the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge the Company and its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, severance payments, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealingdealing (including but not limited to claims based on or arising from the Agreement); (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (a) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the Company to which I am a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; (b) any rights which are not waivable as a matter of law; (c) any claims arising from this Agreement or any breach of the Agreement; (d) any vested or vesting rights under any Company pension, retirement, equity or other benefit plans; (e) claims for health and other insurance benefits based on claims already submitted or which are covered claims properly submitted in

Appears in 1 contract

Samples: Retirement Agreement (Onyx Pharmaceuticals Inc)

General Release. In exchange for the valuable consideration set forth herein, you hereby waive any and all rights to be provided to me under the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge the Company and its parent, subsidiaryxxx and/or make any claims against Xxxxxxx-Xxxxx Squibb Company, and affiliated entitiesany affiliates, parent companies and subsidiaries, and investors, along with its and their predecessors past, present and successors and their respective future officers, directors, officers, employees, shareholders, stockholders, partners, agents, attorneysemployee benefit plans and their administrators and fiduciaries and its and their successors and assigns, insurers, affiliates and assigns (collectively, collectively the “Released Parties”)) based upon any act or event occurring prior to the Effective Date of this Letter Agreement. Without limitation, of and you specifically release the Released Parties from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all such claims arising out of or in any way related to my your employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits and separation from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock optionswhether known, or unknown, including, but not limited to, claims under the Change in Control Agreement, claims based on discrimination under federal anti-discrimination laws such as Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Equal Pay Act, the Worker Adjustment Retraining Notification Act, the Family Medical Leave Act, claims under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (including, without limitation, claims for interference with your rights to benefits under section 510 of ERISA), the Fair Labor Standards Act, the Fair Credit Reporting Act and/or any entitlement under any company program or plan, including for wages or other paid leave, and any and all federal, state and local fair employment practice laws, disability benefits law, and any other ownership employee or equity interests in the Company; (c) all claims for labor relations statute, and any duty or other employment related obligation, tort, breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federalnegligence, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ feesclaims for monetary or equitable relief, penaltiespunitive and compensatory relief and attorney’s fees and costs. Except for those claims, causes of action or rights explicitly excluded from this General Release, you agree that you will never accept anything of value from a lawsuit, administrative complaint, or other charge of any kind filed with any court, governmental or administrative agency or arbitrator concerning any claim, issue or matter relating to or arising out of any interaction with the Company prior to the parties’ execution of this Agreement. You further represent and agree that you will immediately notify the Company if you have filed or pursued any complaints, charges or lawsuits with any court, governmental or administrative agency or arbitrator against the Released Parties asserting any claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination that are released in Employment Act of 1967 (as amended) this general release (the “ADEAGeneral Release”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).

Appears in 1 contract

Samples: Letter Agreement (Bristol Myers Squibb Co)

General Release. In exchange for the consideration to be severance payments and benefits provided to me under the Employment Agreement that I am not otherwise entitled to receivefor in Section 2, I hereby generally and completely release, acquit Executive releases and forever discharge discharges the Company and each of its parentsubsidiaries, subsidiaryaffiliates, officers, directors, employees, and affiliated entities, agents and investors, along with its and all of their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the Released PartiesReleasees), of and ) from any and all claimsclaims that legally can be released that Executive may have against the Releasees, liabilities and obligations, both whether known and or unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my Executive’s employment with the Company, Company or the termination of that employment; (b) all . This waiver and release of claims related to my compensation or benefits from the Companyis full and complete, including salaryand includes, bonuseswithout limitation, commissionsany claim of constructive discharge, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock optionsharassment, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach any claims under Title VII of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal 1964 Civil Rights Act of 1964 (as amended)Act, the federal Americans with With Disabilities Act of 1990 (as amended)Act, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”)Act, the federal Family and Medical Leave Act (“FMLA”)Act, the California Labor Code (as amended), and the California Fair Employment and Housing Act Act, the California Family Rights Act, the Employee Retirement Income Security Act, the state and federal Worker Adjustment Retraining and Notification Acts, or any other applicable federal, state, or local law, rule, regulation or order, claims for breach of contract or covenant, whether express or implied, negligent or intentional infliction of emotional distress, misrepresentation, fraud, breach of statute or public policy, defamation, or any claims alleging tort or other wrongful conduct under common law, as well as any claim for additional compensation in any form, including salary, bonus or incentive compensation, sick leave benefits, vacation benefits, compensatory time, severance pay, or otherwise and all other claims of any kind arising out of my employment, including claims for attorney’s fees and costs. The matters that are the subject of the release referred to in this Section shall be referred to collectively as the “Released Matters”. Notwithstanding the foregoing, Executive does not release the following claims and rights: (as amended).a) Executive’s rights under this Agreement; (b) any claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; (c) Executive’s right, if any, to indemnity pursuant to the California Labor Code; or

Appears in 1 contract

Samples: Separation Agreement

General Release. In exchange for As an inducement to Company to enter this General Release Agreement and subject to receipt of payments set forth in 2.01 and 2.02(a), 2.02(b) of the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveConfidential Separation and Release Agreement, I hereby generally Employee irrevocably and completely releaseunconditionally releases, acquit acquits and forever discharge the discharges Company and its parentowners, subsidiarystockholders, and affiliated entitiespredecessors, and investorssuccessors, along with its and their predecessors and successors and their respective assigns, agents, directors, officers, employees, shareholdersrepresentatives, stockholders, partners, agents, attorneysconsultants, insurers, parent companies, divisions, subsidiaries and affiliates and assigns (collectively, collectively referred to as the “Released Parties”), of and from any and all complaints, claims, liabilities and actions, charges, liabilities, obligations, both promises, agreements, damages, demands, losses and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever, whether known and unknownor unknown (the “Claims”), that arise from which Employee now has, owns or are holds or at anytime heretofore had, owned or held against any of the Released Parties, including but not limited to all Claims related to, arising from, connected in any way related to events, acts, conductwith, or omissions occurring at any time prior directly or indirectly attributable to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my Employee’s employment with the Company and/or Employee’s separation from employment with Company. This release includes, or the termination of that employment; (b) all claims related to my compensation or benefits from the Companywithout limitation, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for Claims for: breach of any express or implied contract, wrongful termination, and ; fraud; misrepresentation; breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, bad faith; wrongful termination; negligent or intentional infliction of emotional distress, and discharge ; bodily injury; invasion of privacy; defamation; interference with economic relations; termination of employment in violation of public policy; tort claims; and (e) all common law claims. This release also applies to any claims based on alleged violation of any federal, statestate or local statute, and local statutory claimsregulation, including but not limited to claims for discriminationordinance or constitution including, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under without limitation: Title VII of the federal Civil Rights Act of 1964 (as amended), 1964; the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (1967; Executive Order 11246; the “ADEA”), Americans With Disabilities Act of 1990; the federal Equal Pay Act of 1963; the Civil Rights Act of 1991; the Rehabilitation Act; The Family and Medical Leave Act (“FMLA”), of 1993; the California Labor Code (as amended), and the California Fair Employment and Housing Worker Adjustment Retraining And Notification Act (as amendedWARN); any claim for benefits of any kind, including any claims arising under the Employee Retirement Income Security Act of 1974; the Genetic Information and Discrimination Act; the Texas Labor Code; the Texas Commission on Human Rights Act; and any other federal, state or local laws of any jurisdiction.

Appears in 1 contract

Samples: General Release Agreement (Water Now, Inc.)

General Release. In exchange for Pantermuehl and her famxxx xxxxxxx, heirs, successors, and assigns (hereinafter referred to collectively as the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receive, I "Releasing Parties") hereby generally and completely release, acquit and forever discharge the Company Carrington and its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directorsshaxxxxxxxxx, officers, directors, fiduciaries, agents, servants, employees, shareholders, stockholders, partners, agentsrepresentatives, attorneys, insurers, affiliates successors, and assigns (collectively, hereinafter referred to collectively as the "Released Parties”), of and ") from any and all claims, liabilities demands, and obligationscauses of action of every kind and character, both known and unknownwhether vicarious, derivative, or direct, that arise from any of the Releasing Parties now has or are may hereafter have or assert against any or all of the Released Parties growing out of, resulting from, or connected in any way related with Pantermuehl's employmenx xx xxx xxxmination of her employment with Carrington, including bxx xxx xxmited to eventsany and all claims for damages (actual, actsexemplary, conductliquidated, or omissions occurring at any time prior to and including the date that I sign this Release (collectivelyunliquidated), the “Released Claims”). The Released Claims includeback pay, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Companyfuture pay, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salarydeferred compensation, bonuses, commissions, other incentive severance payments, vacation and leave benefits, unreimbursed business expenses, overtime compensation, vacation pay reinstatement or priority placement, past and the redemption thereoffuture medical or other employee benefits for Pantermuehl or her depxxxxxxx, expense reimbursements, fringe xxployee retirement benefits, stockcontributions to company sponsored 401(k) plans (except as presently vested in any savings plan sponsored by Carrington in which Panxxxxxxxx xs a particxxxxx), stock optionsxxxical and counseling costs, injunctive relief, declaratory relief, attorney's fees, costs of court, disbursements, interest, or any other ownership form whatsoever of legal or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach equitable relief to which any of the implied covenant Releasing Parties claims or might claim entitlement as a result of good faith and fair dealing; (d) all tort claimsany alleged act or omission of any of the Releasing Parties, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).any alleged

Appears in 1 contract

Samples: Termination Agreement and Full and Final (Carrington Laboratories Inc /Tx/)

General Release. In exchange for consideration of the consideration to be benefits provided to me under Executive pursuant to Section 2 of this Agreement (including eligibility for pro-rata payment of the Employment Agreement that I am not otherwise entitled 2024 short-term incentive award) and the terms of the Severance Plan pursuant to receivewhich Executive is eligible for lifetime flight benefits upon retirement, I and other valuable consideration, Executive hereby generally releases UAL and completely release, acquit and forever discharge the Company and its parent, subsidiary, each of their subsidiaries and affiliated entities, and investors, along with its and their predecessors and successors affiliates and their respective directorsstockholders, officers, directors, employees, shareholdersrepresentatives, stockholders, partners, agents, attorneys, insurers, affiliates agents and assigns (collectively, the “Released Parties”), of and attorneys from any and all claimsclaims or liabilities, liabilities and obligations, both known and or unknown, that arise from or are in of any way related kind, including, without limitation, any and all claims and liabilities relating to events, acts, conductExecutive’s employment by, or omissions occurring at any time prior services rendered to and including the date that I sign this Release (collectivelyor for, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock optionsUAL, or any other ownership of their subsidiaries or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penaltiesaffiliates, or other claims arising relating to the cessation of such employment or under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Older Workers Benefit Protection Act (“OWBPA”), the Americans with Disabilities Act, the Family and Medical Leave Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 1981, the Illinois Human Rights Act, the Illinois Wage Payment and Collection Act, and any other statutory, tort, contract or common law cause of action, other than claims or liabilities arising from a breach by UAL or Company of (i) its post-employment obligations under the Severance Plan, (ii) its obligations under its qualified retirements plans in which Executive participates (the FMLAQualified Plans”), under Executive’s outstanding grants of stock options or restricted stock, under Executive’s outstanding awards under the California Labor Code long term incentive programs of UAL and Company (as amendedthe “Incentive Programs”), or under any other compensation plan or program of UAL or Company, or (iii) its obligations under existing agreements governing Executive’s flight benefits relating to other airlines. UAL and Company hereby release Executive from any and all claims or liabilities, known or unknown, of any kind in any way relating to or pertaining to Executive’s employment by, or services rendered to or for, UAL, Company or any of their subsidiaries or affiliates, other than fraud or intentional malfeasance or claims arising from a breach by Executive of the California Fair Employment Severance Plan or of Executive’s obligations under the Qualified Plans, under Executive’s outstanding grants of stock options or restricted stock, under Executive’s outstanding awards under the Incentive Programs, under any other compensation plan or program of UAL or Company, or under existing agreements governing Executive’s flight benefits relating to other airlines. These releases are to be broadly construed in favor of the released persons. These releases do not apply to any rights or claims that may arise after the date of execution of this Agreement by Executive, Company and Housing Act (UAL. Each party agrees that this Agreement is not and shall not be construed as amended)an admission of any wrongdoing or liability on the part of any such party. Notwithstanding the foregoing, the post-employment obligations created by the Severance Plan, the Qualified Plans, Executive’s outstanding grants of stock options or restricted stock, Executive’s outstanding awards under the Incentive Programs, or outstanding awards under any other compensation plan or program of UAL or Company, or under existing agreements governing Executive’s flight benefits relating to other airlines, if any, are not released.

Appears in 1 contract

Samples: Retirement and Transition Agreement (United Airlines, Inc.)

General Release. In exchange for consideration of my receipt from Xxxxxx Gaming, LLC (the consideration to be provided to me under “Company”) of the Employment Agreement Severance Package, as that I am not otherwise entitled to receiveterm is defined in that certain Executive Severance Agreement, I dated , 2011 (the “Agreement”), I, , hereby generally and completely release, acquit release and forever discharge the Company and its parentparents, subsidiarysubsidiaries and affiliates, and affiliated entitiestheir employees, and investorsmembers, along with its and their predecessors and successors and their respective directorsstockholders, officers, employeesdirectors, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates managers and assigns agents (collectively, the “Released PartiesReleasees), of and ) from any and all liabilities, claims, liabilities and obligations, both demands and causes of action of any kind or nature, in law, equity or otherwise, known and or unknown, that arise suspected or unsuspected, disclosed and undisclosed, which I have, or claim to have, against any of the Releasees arising from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related relating to my employment with any of the Company, or Releasees and the termination of that my employment; (b) all . This General Release includes, without limiting the generality of the foregoing, claims related to my compensation arising under any federal, state or benefits from the Companylocal statute, ordinance or regulation, including salarythe Age Discrimination in Employment Act of 1967, bonusesthe Americans with Disabilities Act, commissionsthe Family and Medical Leave Act, other incentive compensation, vacation pay Title VII of the Civil Rights Act of 1964 and the redemption thereofCivil Rights Xxx 0000, expense reimbursementsthe Civil Rights Act of 1866, fringe benefitsand the Employee Retirement Income Security Act of 1974, stockall as amended, stock optionsand any similar federal, state or any other ownership local statutes, ordinances or equity interests regulations, and claims in the Company; (c) all claims for nature of a breach of contract, claims for wrongful terminationdischarge, and emotional distress, defamation, fraud or breach of the implied covenant of good faith and fair dealing; , tort and wage or benefit claims. The General Release set forth above specifically excludes: (di) all tort claimsactions brought to enforce the terms of this General Release, including but not limited (ii) if applicable, vested rights to claims which I may be entitled under any Company benefit plans, which entitlement shall be determined in accordance with the provisions of those plans (excluding any plan, policy or practice providing for fraud, defamation, emotional distress, and discharge in violation severance or termination payments upon termination of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amendedemployment), and (iii) any rights or claims that, as a matter of law, cannot be released or waived. If I violate the California Fair Employment terms of this General Release or the Duty of Loyalty Agreement that was entered into at the same time as the Agreement, I agree I will repay the Severance Package and Housing Act will pay the Releasees’ costs and reasonable attorneys’ fees incurred to enforce the same, in addition to any other damages that may be available.I acknowledge that this General Release is knowing and voluntary and that the consideration given for this General Release is in addition to anything of value to which I was already entitled from any of the Releasees. I have been advised by the Company to carefully consider the matters set forth in this General Release and to consult with such professional advisors as I deem appropriate, including a lawyer of my own choice. I acknowledge I have had at least twenty-one (as amended).21) days from my receipt of this General Release to consider the terms and conditions set forth herein, and I understand that I have the later of seven (7) days following my execution of this General Release and my final day of employment with the Company to revoke my signature, in which event this General Release shall not be effective or binding on me, and I will not receive any portion of the Severance Package. I further understand fully and acknowledge the terms and consequences of this General Release, and I voluntarily accept them. AGREED TO AND ACCEPTED BY, INTENDING TO BE LEGALLY BOUND: Dated: [Executive]

Appears in 1 contract

Samples: Executive Severance Agreement (Herbst Gaming, LLC)

General Release. In Except as set forth in Section 3 below, in exchange for the consideration payments and benefits covered in Section 1, and for your being permitted to be provided to me under retain the payments described in clauses (A) and (B) of Section 5(k) of the Employment Agreement that I am not otherwise entitled to receiveAgreement, I hereby generally you release and completely release, acquit and forever discharge the Company and Company, its parentparents, subsidiarysubsidiaries, and affiliated entitiesagents, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholdersand representatives, stockholdersand all persons acting by, partnersthrough, agentsunder or in concert with the Company, attorneys, insurers, affiliates and assigns its parent or subsidiaries (collectively, collectively referred to as the “Released Parties”), of and from any and all causes of action, claims, liabilities and liabilities, obligations, both promises, agreements, controversies, damages, and expenses, known and or unknown, that arise from or are in any way related to events, acts, conductwhich you ever had, or omissions occurring at any time prior now have, against the Released Parties to and including the date that I sign of this Release (collectively, the “Released Claims”)Agreement. The Released Claims claims you release include, but are not limited to, claims that the Released Parties: • discriminated against you on the basis of your race, color, sex (a) all including claims arising out of or in any way related sexual harassment), national origin, ancestry, disability, religion, sexual orientation, marital status, parental status, veteran status, source of income, entitlement to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stockunion activities, stock optionsage or any other claim or right you may have under the Age Discrimination in Employment Act (“ADEA”), or any other ownership status protected by local, state or equity interests in Federal laws, constitutions, regulations, ordinances or executive orders; or • failed to give proper notice of this employment termination under the CompanyWorkers Adjustment and Retraining Notification Act (“WARN”), or any similar state or local statute or ordinance; or • violated any other Federal, state, or local employment statute, such as the Employee Retirement Income Security Act of 1974, as amended (c) all claims for breach “ERISA”), which, among other things, protects employee benefits; the Fair Labor Standards Act, which regulates wage and hour matters; the Family and Medical Leave Act, which requires employers to provide leaves of contract, wrongful termination, and breach absence under certain circumstances; Title VII of the implied Civil Rights Act of 1964; the Americans With Disabilities Act; the Rehabilitation Act; OSHA; and any other laws relating to employment; or • violated the Released Parties’ personnel policies, handbooks, any covenant of good faith and fair dealing, the Employment Agreement or any other contract of employment between you and any of the Released Parties; (d) all tort claimsor • violated public policy or common law, including but not limited to claims for fraudfor: personal injury, invasion of privacy, retaliatory discharge, negligent hiring, retention or supervision, defamation, intentional or negligent infliction of emotional distressdistress and/or mental anguish, and discharge intentional interference with contract, negligence, detrimental reliance, loss of consortium to you or any member of your family, and/or promissory estoppel; or • are in violation of public policy; and any way obligated for any reason to pay your damages, expenses, litigation costs (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees), penaltiesbonuses, commissions, disability benefits, compensatory damages, punitive damages, and/or interest, except as set forth in Section 3 below. For the purpose of giving a full and complete release, you understand and agree that this Agreement includes all claims that you may now have but do not know or suspect to exist in your favor against the Released Parties, and that, except as set forth in Section 3 below, this Agreement extinguishes those claims. If you were employed by the Company at any time in California, or other if you resided in California at any time while employed by the Company, you waive all rights under California Civil Code Section 1542, which states: A general release does not extend to claims arising which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have mutually affected his settlement with the debtor. If you were employed by the Company at any time in New Jersey, or if you resided in New Jersey at any time while employed by the Company, you specifically waive all rights under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)New Jersey’s Conscientious Employee Protection Act.

Appears in 1 contract

Samples: Management Retention Agreement (Ual Corp /De/)

General Release. In exchange consideration for the consideration Separation Payments and Benefits outlined in Section 4(a) of this Agreement, to be provided to me under the Employment Agreement that I am which Executive is not otherwise entitled to receiveentitled, I Executive, and anyone claiming through Executive or on Executive’s behalf, hereby generally and completely releasereleases and waives each and every past, acquit present, and forever discharge the Company and its future parent, division, subsidiary, partnership, owner, trustee, fiduciary, administrator, member, shareholder, investor, associate, affiliate, predecessor, successor and affiliated entitiesrelated company, and investors, along with its and all of their predecessors and successors and their respective directorscurrent or former agents, officers, employees, shareholders, stockholdersdirectors, partners, agentsrepresentatives, attorneys, contractors, insurance companies, administrators, successors, assigns, current and former employees, plan administrators, insurers, affiliates and any other persons acting by, through, under, or in concert with any of the persons or entities listed in this subsection, the predecessors, successors, and assigns of each entity listed above, and each of them (collectively, the “Released Parties”), of and from any and all claims, liabilities and rights, debts, liabilities, demands, causes of action, obligations, both and damages, known and or unknown, that arise from suspected or are in any way related unsuspected, arising as of or prior to eventsthe date of Executive’s signature to this Agreement, actsunder federal, conductstate, local, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claimscommon law, including but not limited to claims in any way related to Executive’s employment with the Released Parties, Executive’s separation from employment, the terms and conditions of Executive’s employment, any claims for fraudbreach of contract (express, defamationimplied or otherwise), emotional distressincluding, but not limited to, any payments or benefits under any severance plan, stock option plan, or equity plan; all claims under the Civil Rights Act of 1866, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974, the Equal Pay Act, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act, the Fair Credit Reporting Act, the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification Act, the Age Discrimination In Employment Act, the Older Workers Benefit Protection Act, and/or the laws prohibiting discrimination, harassment, and/or retaliation in any state in which you are employed, and discharge in violation of public policy; any and (e) all federal, state, and local statutory claimsemployment laws, including but not limited to claims for discriminationas well as any and all common law tort or contract theories under federal, harassment, retaliation, attorneys’ fees, penalties, state or other claims arising under the federal Civil Rights Act of 1964 local laws (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the ADEAReleased Claims”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).

Appears in 1 contract

Samples: Separation and General Release Agreement (Aprea Therapeutics, Inc.)

General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveYou, I on behalf of yourself and your spouse, family, heirs, executors, administrators, attorneys, agents and assigns, hereby generally and completely releasewaive, acquit release and forever discharge the Company Tyson, together with Tyson’s subsidiaries, divisions and its parentaffiliates, subsidiarywhether direct or indirect, and affiliated entities, their joint ventures and investors, along with joint venturers (including its and their predecessors and successors and their respective directors, officers, associates, employees, shareholders, stockholders, partners, partners and agents, attorneyspast, insurerspresent, affiliates and future), and each of its and their respective predecessors, successors and assigns (collectively, the hereinafter collectively referred to as Released PartiesReleasees”), of and from any and all known or unknown actions, causes of action, claims, suits, demands, rights, damages, costs, expenses, attorney’s fees, compensation or liabilities and obligations, both known and unknown, that arise from of any kind which have been or are in any way could be asserted against the Releasees arising out of or related to events, acts, conduct, or omissions occurring at your employment with Tyson and/or any time prior of the other Releasees and/or any other occurrence up to and including the date that I you sign this Release (collectivelyAgreement, the “Released Claims”). The Released Claims include, including but are not limited to: (ai) all claims claims, actions, causes of action or liabilities arising out of or in any way related to my employment with under: the Company, or Worker Adjustment and Retraining Notification Act as amended (the termination of that employment“WARN Act”); (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach Title VII of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (1964, as amended; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; the Civil Rights Act of 1991, as amended; the Civil Rights Act of 1866; the National Labor Relations Act; the Labor Management Relations Act ; the Fair Labor Standards Act (“FLSA”), as amended; the federal Federal Occupational Safety and Health Act, as amended; the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended; the Rehabilitation Act of 1973, as amended; the Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the ADEAADA”), as amended; the federal Family and Medical Leave Act of 1993, as amended (“FMLA”); the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”); the Uniformed Services Employment and Reemployment Rights Act (“USERRA”); the Genetic Information Nondiscrimination Act of 2008 (“XXXX”); the False Claims Act (including the qui tam provision thereof); the Immigration Reform and Control Act; the False Claims Act; the Xxxxxxxx-Xxxxx Act, the California Labor Code (as amended); the Xxxx-Xxxxx Act; as amended; and/or any other federal, state, municipal, or local employment discrimination statutes, laws, regulations, ordinances or executive orders (including, but not limited to, claims based on age, sex, attainment of benefit plan rights or entitlement to plan benefits, entitlement to prior notice, race, color, religion, national origin, source of income, union activities, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and the California Fair Employment veteran status); intentional or negligent infliction of emotional distress and Housing Act (as amended).outrage; defamation; interference with employment and/or contractual relations; wrongful or retaliatory discharge; invasion of privacy; breach of contract, express or implied; workers’ compensation retaliation claims; and any state or federal contractual, tort, or common law theory of liability or damages; and/or

Appears in 1 contract

Samples: General Release Agreement (Tyson Foods, Inc.)

General Release. In exchange for consideration of the promises of the Company provided herein, including, the consideration to be provided to me under for in Section 2 and other consideration provided for in this Agreement, that being good and valuable consideration, the Employment Agreement that I am not otherwise entitled to receivereceipt, I adequacy and sufficiency of which Executive acknowledges, Executive, on Executive’s own behalf and on behalf of Executive’s agents, administrators, representatives, executors, successors, heirs, devisees and assigns (collectively, the “Executive Releasing Parties”) hereby generally and completely release, acquit fully and forever discharge waives, releases, extinguishes and discharges the Company and its parentshareholders, subsidiaryaffiliates, subsidiaries and affiliated entities, and investors, along with its and their predecessors and successors and or their respective directorspast, present and future parents, owners, officers, employeesdirectors, shareholders, stockholdersmembers, executives, employees, consultants, independent contractors, partners, agents, attorneys, advisers, insurers, affiliates fiduciaries, employee benefit plans, representatives, successors and assigns (each, a “Company Released Party” and collectively, the “Company Released Parties”), of jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and obligations, both known and unknown, that arise from indemnities of any kind or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release nature whatsoever (collectively, the “Released Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, front pay, fringe benefits, equity, reinstatement, reemployment, compensatory damages, punitive damages, or any other kind of damages, which any of Executive Releasing Parties have, had or may have against any of the Company Released Parties relating to or arising out of any matter arising on or before the date this Agreement is executed by Executive. The Released Such released Claims include, but are without limitation, all Claims arising from or relating to Executive’s employment with the Company and its or the termination of that employment or any circumstances related thereto, or any other agreement, matter, cause or thing whatsoever, including without limitation all Claims arising under or relating to Executive’s employment, the ECCA, equity, compensation, bonuses, benefits, payments, or any other benefits or payments Executive may or may not limited to: (a) have received during Executive’s employment with the Company and its affiliates, all claims Claims relating to any other claimed payments, employment contracts or benefits, all Claims arising out from or relating to Executive’s performance of or in services for the Company and any way related to my of its affiliates during Executive’s employment with the Company, including without limitation all Claims arising at law or the termination equity or sounding in contract (express or implied) or tort, Claims arising by statute, common law or otherwise, Claims arising under any federal, state, county or local laws, of that employment; (b) all claims related to my compensation or benefits from the Companyany jurisdiction, including salaryClaims for wrongful discharge, bonuseslibel, commissionsslander, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the express or implied contract or implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims Claims for alleged fraud, defamationconcealment, unjust enrichment, negligence, negligent misrepresentation, promissory estoppel, quantum meruit, intentional or negligent infliction of emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claimsClaims for discrimination, including but not limited to claims for retaliation, sexual harassment and Claims arising under any laws that prohibit age, sex, sexual orientation, race, national origin, color, disability, religion, veteran, workers’ compensation or any other form of discrimination, harassment, or retaliation, attorneys’ feesincluding, penaltieswithout limitation, or other claims arising Claims under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (1967, as amended) (the “ADEA”), the federal Americans with Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §1981, the Civil Rights Act of 1991, the Civil Rights Act of 1866 and/or 1871, the Equal Pay Act of 1963, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, as amended, the Family and Medical Leave Act (“FMLA”)of 1993, the California Occupational Safety and Health Act, the Employee Polygraph Protection Act, the Uniformed Services Employment and Reemployment Rights Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the Patient Protection and Affordable Care Act of 2010, the National Labor Code (as amended)Relations Act, the Labor Management Relations Act, the Immigration Reform and Control Act, the Texas Labor Code, the Texas Constitution, any statute or laws of the State of Texas, any other federal, state, local, municipal or common law whistleblower, discrimination or anti-retaliation statute law or ordinance, and any other Claims arising under state, federal, local, municipal or common law, as well as any expenses, costs or attorneys’ fees. Except as required by law, Executive agrees that Executive will not commence, maintain, initiate, or prosecute, or cause, encourage, assist, volunteer, advise or cooperate with any other person to commence, maintain, initiate or prosecute, any action, lawsuit, proceeding, charge, petition, complaint or Claim before any court, agency or tribunal against the California Fair Employment Company or any of the Company Released Parties arising from, concerned with, or otherwise relating to, in whole or in part, Executive’s employment, the terms and Housing Act (conditions of Executive’s employment, or Executive’s separation from employment with the Company or any of the matters or Claims discharged and released in this Agreement. This release shall not apply to any of the Company’s obligations under this Agreement. This Agreement is a full and final general release by Executive of all unknown, undisclosed, and unanticipated losses, wrongs, injuries, claims, and damages that arise wholly or in part from any act or omission occurring before this Agreement becomes effective, as amended)well as a general release by Executive of all claimed losses, wrongs, injuries, claims, and damages, now known or disclosed, that arise in whole or in part as a result of any act or omission occurring before this Agreement becomes effective.

Appears in 1 contract

Samples: Separation and Release Agreement (COMMERCIAL METALS Co)

General Release. In exchange for Except as provided in this Agreement with reference to the consideration Registrable Securities, it is the intention of the parties that by entering into this Agreement, Buyer is forever relinquishing any claims whatsoever that it may now or in the future have against the Company as a result of the failure of the Company to have a Registration Statement covering all of the Registrable Securities listed in the Registration Rights Agreement required to be provided to me under covered thereby be declared effective by the Employment Agreement that I am not otherwise entitled to receiveSEC or, I if and when declared effective, remain effective for any particular length of time. Accordingly, Buyer hereby generally and completely release, acquit releases and forever discharge the discharges Company and its parentpredecessors, subsidiarysuccessors, and affiliated entitiespartners, and investors, along with its and their predecessors and successors and their respective directors, officersassigns, employees, shareholders, stockholdersowners, partnersofficers, directors, agents, attorneys, insurerssubsidiaries, affiliates divisions, and assigns affiliates, (collectively, the “jointly referred to as "Released Parties”), of and ") from any and all claims, liabilities and demands, causes of action, obligations, both known damages, attorneys' fees, costs and unknown, that arise from or are in liabilities of any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claimsnature whatsoever, including but not limited to Registration Delay Payments, whether or not now known, suspected or asserted, which Buyer may have or claim to have against the Released Parties relating in any manner to claims for fraud, defamation, emotional distressunder the Sections 2 or 3 hereof, and discharge in violation of public policy; and (e) all federal, state, and local statutory hereby covenants not to assert such claims, including but not limited now or in the future, through a lawsuit, an administrative proceeding or otherwise (the "General Release"); provided, however, that with respect to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising any such future breach of the Registration Rights Agreement under the federal Civil Rights Act of 1964 (as amendedSections 2(a), the federal Americans with Disabilities Act of 1990 (as amended2(d), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended2(e), and Section 3 of the California Fair Employment Registration Rights Agreement, in the event said breach occurs after May 1, 2007, the parties to this Agreement agree that Buyer shall be entitled to seek to equitable relief, as its sole and Housing Act (exclusive remedy, of the obligations of the Company in accordance with the terms and conditions of this Agreement, as amendedhereby amended in any court specified in Section 11 hereof; provided further, however, that with respect to any such future breach referenced above, the foregoing sentence limiting the Buyer's sole and exclusive remedy to equitable relief shall not apply in the event of the Company's willful, intentional and deliberate breach of Sections 2(a), 2(d) or 2(e) hereof.

Appears in 1 contract

Samples: Registration Rights Agreement (Natural Gas Systems Inc/New)

General Release. In exchange for consideration of the consideration to be provided special, individualized severance package offered to me under by LSB Industries, Inc. and the separation benefits I will receive as reflected in the Employment Agreement that I am not otherwise entitled to receivebetween me and LSB Industries, I hereby generally Inc. dated April 27, 2015 and completely release, acquit and forever discharge the Company and its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns my Severance Agreement (collectively, the “Released PartiesAgreement”), I hereby release and discharge LSB Industries, Inc. and its predecessors, successors, affiliates, parent, subsidiaries and partners and each of those entities’ employees, officers, directors and agents (hereafter collectively referred to as the “Company”) from all claims, liabilities, demands, and causes of action, known or unknown, fixed or contingent, which I may have or claim to have against the Company either as a result of my past employment with the Company and/or the severance of that relationship and/or otherwise, and hereby waive any and all rights I may have with respect to and promise not to file a lawsuit to assert any such claims, liabilities and obligations, both known and unknown, provided that arise nothing contained in this General Release shall constitute a release of the Company from or are in any way related obligations it may have to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: undersigned (a) all claims arising out under the continuing obligations under Sections 8.4(d), 8.5, 9, 11.6 and 11.7 of or in any way related to my employment with the CompanyEmployment Agreement after termination of Executive’s employment, this Severance and Release Agreement, or any other written agreement between the termination undersigned and the Company in effect as of that employmentthe Date of Termination; (b) all claims related relating to my compensation any employee benefit plan, stock option plan, stock option agreement, or benefits from ownership of the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, ’s stock options, or any other ownership debt securities; or equity interests in the Company; (c) all claims for breach relating to any rights of contractindemnification and/or defense under the Company’s certificate of incorporation, wrongful terminationbylaws, or coverage under officers and breach of the implied covenant of good faith and fair dealing; (d) all tort claimsdirectors insurance. This General Release includes, including but is not limited to claims for fraudto, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under Title VII of the federal Civil Rights Act of 1964 (as amended)1964, the federal Americans with Disabilities Civil Rights Act of 1990 (as amended)1866, the federal Pregnancy Discrimination Act of 1978, the Equal Pay Act, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Rehabilitation Act of 1967 (as amended) (the “ADEA”)1973, the federal Americans With Disabilities Act, the Employee Retirement Income Security Act or 1974 and the Veterans Reemployment Rights Act (all as amended from time to time). This General Release also includes, but is not limited to, any rights I may have under the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Act of 1988, the Fair Labor Standards Act, the Family and Medical Leave Act (“FMLA”)Act, the California Labor Code (as amended)Occupational Safety and Health Act and any other federal, state and/or municipal statutes, orders or regulations pertaining to labor, employment and/or employee benefits. This General Release also applies to any claims or rights I may have growing out of any legal or equitable restrictions on the Company’s rights not to continue an employment relationship with its employees, including any express or implied employment contracts, and to any claims I may have against the California Fair Employment Company for fraudulent inducement or misrepresentation, defamation, wrongful termination or other retaliation claims in connection with workers’ compensation or alleged “whistleblower” status or on any other basis whatsoever. It is specifically agreed, however, that this General Release does not have any effect on any rights or claims I may have against the Company which arise after the date I execute this General Release. I have carefully reviewed and Housing Act fully understand all the provisions of the Agreement and General Release, including the foregoing Notice. I have not relied on any representation or statement, oral or written, by the Company or any of its representatives, which is not set forth in those documents. Except as noted above, the Agreement and this General Release, including the foregoing Notice, set forth the entire agreement between me and the Company with respect to this subject. I understand that my receipt and retention of the separation benefits covered by the Agreement are contingent not only on my execution of this General Release, but also on my continued compliance with my obligations under the Agreement that survive and continue in effect in accordance with the respective terms thereof, notwithstanding any termination of employment, including, without limitation, Section 10.5, 11.6, and 11.7 thereof. I acknowledge that the Company gave me twenty-one (21) days to consider whether I wish to accept or reject the separation benefits I am eligible to receive under the Agreement in exchange for this General Release. I also acknowledge that the Company advised me to seek independent legal advice as amended).to these matters, if I chose to do so. I hereby represent and state that I have taken such actions and obtained such information and independent legal or other advice, if any, that I believed were necessary for me to fully understand the effects and consequences of the Agreement and General Release prior to signing those documents. Dated this 1st day of September, 2015. /s/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx

Appears in 1 contract

Samples: Severance and Release Agreement (LSB Industries Inc)

General Release. In exchange for Effective as of the consideration Closing Date, and intending to be provided to me under the Employment Agreement that I am not otherwise entitled to receivelegally bound, I hereby generally each Releasor on its own behalf and completely releaseon behalf of its representatives, acquit and forever discharge the Company and its parentagents, subsidiaryheirs, and affiliated entitiesexecutors, and investorsadministrators, along with its and their predecessors and successors and assigns (the “Releasor Persons”), as applicable and to the extent legally possible, hereby releases, waives and discharges the Companies, their Affiliates1 and each of their respective officers, directors, officers, employees, shareholdersequityholders, stockholdersmanagers, partnersmembers, agents, attorneyssuccessors and assigns, insurers, affiliates and assigns as applicable (collectively, the “Released Parties”), of and from any and all claimsactions, liabilities causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims and obligationsdemands whatsoever, both whether known and or unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims includeincluding, but are not limited toto claims for breach of contract (including, without 1 The definition of Affiliate in Section 12.15 of the Purchase Agreement will be revised to state that: “for purposes hereof, after the Closing, (ai) all Affiliates with respect to Sellers will not include the Companies or any of their subsidiaries, and (ii) Affiliates of the Companies will not include any Affiliate of the Sellers.” limitation, claims arising out of any employment agreement, offer letter, nonqualified employee benefit plan, stock incentive plan, bonus plan, severance agreement or in other agreement); tort; fraud or misrepresentation; violation of any way related to my employment with the Companyfederal, provincial, or the termination local or foreign civil rights laws based on any protected class status; defamation; intentional or negligent infliction of that employmentemotional distress; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to promissory estoppel; negligence; wrongful termination of employment; and any other claims for fraudunlawful employment practices, defamationin law or equity, emotional distressin each case arising from such Releasor’s relationship with the Companies prior to the Closing Date or such Releasor’s status as an equityholder, director, officer and/or employee of the Companies, if applicable, prior to the Closing Date (each a “Claim” and collectively, the “Claims”); provided, however, that nothing contained herein shall operate to release any obligations under the Transition Services Agreement, the License Agreement and the Sublease Agreements, and discharge any obligations of Buyer under the Purchase Agreement. To the extent permitted by applicable law, each Releasor agrees and promises that it will not file any claim, charge or action asserting any such Claims and, that if such a Claim is brought on such Releasor’s behalf or for such Releasor’s benefit in violation of public policy; or by any court or administrative agency, such Releasor hereby waives and (e) all federal, state, and local statutory claims, including but agrees not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, take any award or money or other claims arising under damages as a result of such Claim. No Releasor shall aid or assist any other person in connection with the federal Civil Rights Act pursuit of 1964 (as amended)any Claim that could not be brought by such Releasor hereunder, except in the federal Americans with Disabilities Act case of 1990 (as amended)a court order or validly issued subpoena. Each Releasor hereby expressly agrees and understands that this Agreement applies to all unknown, unsuspected and unanticipated Claims which it may have against the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)Released Parties.

Appears in 1 contract

Samples: Escrow Agreement (Affinion Group, Inc.)

General Release. In exchange for the consideration Severance Benefits to be provided to me under the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge the Company and its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, severance payments, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealingdealing (including but not limited to claims based on or arising from the Agreement); (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (a) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the Company to which I am a party, the charter, bylaws, or under applicable law; (b) any rights which are not waivable as a matter of law; or (c) any claims for breach of the Agreement arising after the date that I sign the Release. In addition, nothing in this Release prevents me from filing, cooperating with, or participating in any investigation or proceeding before the Equal Employment Opportunity Commission, the Department of Labor, the California Department of Fair Employment and Housing, or any other government agency, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge, investigation or proceeding. I hereby represent and warrant that, other than the Excluded Claims, I am not aware of any claims I have or might have against any of the Released Parties that are not included in the Released Claims.

Appears in 1 contract

Samples: Executive Employment Agreement (Onyx Pharmaceuticals Inc)

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General Release. In exchange consideration for the consideration severance pay and severance benefits to be provided to me under the terms of the Employment Agreement that I am not otherwise entitled by and among ELAN PHARMACEUTICALS, INC., a Delaware corporation (the “Employer”), and ELAN CORPORATION, PLC, an Irish public limited company (the “Parent,” together with the Employer, the “Company”), and me, as amended and restated through April __, 2012 (the “Employment Agreement”) and to receivewhich this General Release is annexed, I I, on behalf of myself and my spouse, family and heirs, executors, administrators, attorneys, agents and assigns, hereby generally and completely releasewaive, acquit release and forever discharge the Company and all of its parentpast and present affiliates, subsidiaryparents, subsidiaries and affiliated entitiesdivisions, and investorswhether direct or indirect, along with its and their predecessors joint ventures and successors joint venturers (including its and their respective directors, officers, associates, employees, shareholders, stockholders, partners, agentsagents and employee benefit plans and the trustees, attorneysfiduciaries and administrators of those plans, insurerspast, affiliates present and future), and each of its and their respective predecessors, successors and assigns (collectively, the collectively referred to as Released PartiesElan”), from ANY and ALL known or unknown actions, causes of and from action, claims or liabilities of any and all claims, liabilities and obligations, both known and unknown, kind that arise from have or are in any way could be asserted against Elan arising out of or related to events, acts, conduct, or omissions occurring at my employment with and/or separation from employment with the Company and/or Elan and/or any time prior other occurrence up to and including the date that I sign of this Waiver and Release Agreement (collectively, the Released ClaimsAgreement”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory to: • claims, including but not limited to claims for discriminationactions, harassment, retaliation, attorneys’ fees, penalties, causes of action or other claims liabilities arising under Title VII of the federal Civil Rights Act of 1964 (Act, as amended), the federal Americans with Disabilities Act of 1990 (National Labor Relations Act, as amended), the federal Age Discrimination in Employment Act of 1967 (1967, as amended) amended (the “ADEA”), the federal Family and Medical Leave Older Workers Benefit Protection Act of 1990, as amended (the FMLAOWBPA”), the California Labor Code (Employee Retirement Income Security Act, as amended, the Rehabilitation Act, as amended, the Americans with Disabilities Act, as amended, N.Y. Exec. Law § 290 et seq., the New York City Human Rights Law, and/or any other federal, state, municipal or local employment discrimination statutes, laws, regulations, ordinances or executive orders (including, but not limited to, claims based on age, sex, attainment of benefit plan rights or entitlement to benefits, race, color, religion, natural origin, source of income, union activities, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation and veteran status); and/or • claims, actions, causes of action or liabilities arising under any other federal, state, municipal or local statute, law, ordinance, regulation, constitution or executive order; • any other claim whatsoever including, but not limited to, claims for severance pay (other than claims for severance pay, severance benefits and rights to exercise my stock options in accordance with the terms of the Employment Agreement and any plans or agreements relating to such options, all of which shall be excluded from the operation of this General Release until paid or settled in accordance with their respective terms), claims for salary/wages/commissions/bonuses, claims based upon breach of contract, wrongful termination, defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, violation of public policy, violation of Elan’s personnel policies, negligence and/or any other common law, statutory or other claim whatsoever arising out of or relating to my employment with and/or separation from employment with the Company and/or Elan; and/or • claims, actions, causes of action or liabilities arising in the Republic of Ireland pursuant to common law, tort (including any claim for personal injury), statute (including but not limited to the Unfair Dismissals Acts 1977 to 2007, Redundancy Payments Acts 1967 to 2011, Minimum Notice and the California Fair Terms of Employment 1973 – 2005, Organisation of Working Time Xxx 0000, Employment Equality Acts 1998 to 2011, Terms of Employment (Information) Xxx 0000, Payment of Wages Xxx 0000, European Communities (Protection of Employees on Transfer of Undertaking) Regulations 2003, Data Protection Acts 1998 – 2003, Pensions Acts 1990 to 2011, Protection of Employees (Part-Time Work) Act, 2001) and Housing Act (as amended)all other Republic of Ireland employment related legislation or otherwise.

Appears in 1 contract

Samples: Employment Agreement (Elan Corp PLC)

General Release. (a) In exchange for the consideration of (i) my relinquishing my rights to be provided to me future employment and cancellation of my rights under the Employment Agreement that I am not otherwise entitled to receivedated July 16, I hereby generally 1999, as amended, between Executive and completely MPM (each as defined below) (the “Employment Agreement”), and (ii) the Company undertaking the obligations set forth in this Agreement, I, Xxxxxxxx Xxxxxx (“Executive”), release, acquit dismiss, covenant not to xxx and forever discharge the Company and its parentArmed Forces Communications, subsidiaryInc., a New York corporation doing business as Market Place Media (“MPM”), CTN Media Group, Inc., a Delaware corporation (“CTN”), and affiliated entitiesCTN’s majority stockholder, and investorsU-C Holdings, along with its and their predecessors and successors and their respective directorsL.L.C. (“Holdings”), officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns a Delaware limited liability company (collectively, the foregoing shall be referred to as the Released PartiesCompany”), of and all affiliated corporations, limited liability companies or partnerships and stockholders, members, managers, officers, directors, employees, agents, predecessors, successors, transferees and assigns from any and all actions, causes of action, suits, damages, debts, claims, counterclaims, obligations and liabilities and obligationsof whatever nature, both known and or unknown, that arise from including, but not limited to those actions, causes of action, suits, damages, debts, claims, counterclaims, obligations and liabilities, resulting or are in any way related to eventsarising out of, acts, conduct, directly or omissions occurring at any time prior to and including the date that I sign this Release (collectivelyindirectly, the “Released Claims”). The Released Claims includeemployment relationship between Executive and the Company (including, but are not limited to: (a) all , claims arising out for compensation, salary, bonuses, severance pay or other benefits), the termination of the employment relationship, any promises made to or agreements with Executive while he was employed at the Company, Executive’s ownership, directly or indirectly, of capital stock in any way related the Company, Executive’s ownership or right to my receive equity in Holdings, or the failure to offer employment with the Company, or the termination including, without limitation, by reason of that employment; (b) all claims related to my compensation or benefits from the Companyspecification, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, failure to hire, wrongful terminationdischarge of any kind, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to any claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all arising under any federal, state, and or local statutory claimslaws or ordinances, including but not limited to claims for discriminationincluding, harassmentwithout limitation, retaliationby reason of specification, attorneys’ feesthe Securities Act of 1933, penaltiesas amended, or other claims arising under the federal Securities Exchange Act of 1934, as amended, Title VII of the Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended)1964, and any common law claims now or hereafter recognized. Notwithstanding anything set forth to the California Fair Employment contrary herein, Executive shall not release CTN from any obligations, causes of action, actions, suits, damages, or liabilities (i) arising out of CTN’s obligations set forth in this Agreement, or (ii) any obligation of CTN to indemnify Executive in his capacity as an officer and/or director of MPM or CTN pursuant to any indemnification provisions of CTN’s or MPM’s Articles/Certificate of Incorporation, By-laws, any corporate policy of the Board of Directors or any officers and Housing Act (as amended)directors insurance. Executive does hereby agree and acknowledge that except for the payments pursuant to Paragraph 3 below and the other obligations set forth herein, Executive is entitled to no compensation, benefits or other rights or privileges from the Company.

Appears in 1 contract

Samples: Payment Agreement and General Release (CTN Media Group Inc)

General Release. In exchange for consideration of the consideration to be provided to me under payment of the Employment Agreement that I am Severance Pay, and Benefits Continuation (collectively, the “Severance Benefits”), which you acknowledge you would not otherwise be entitled to receive, I you hereby generally voluntarily and completely release, acquit unconditionally release and forever discharge the Company Company, its affiliates, parent companies, subsidiaries, predecessors, successors and its parent, subsidiaryassigns, and affiliated entities, and investors, along with its and their predecessors and successors and all of their respective current and former officers, directors, officersstockholders, employees, shareholdersagents, stockholdersrepresentatives, partners, agentsplan administrators, attorneys, insurers, affiliates insurers and assigns fiduciaries (collectivelyeach in their individual and corporate capacities) (hereinafter, the “Released Parties”), of and ) generally from any and all claims, liabilities and charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, damages, executions, obligations, both known liabilities, and unknownexpenses (including attorneys’ fees and costs), that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to of every kind and including the date that I sign this Release nature (collectively, the Released Claims”), which you ever had or now have against the Released Parties, as of the date you sign this Agreement. The Released Claims includeThis release includes, but are not limited towithout limitation, all Claims: (a) all claims arising out · relating to your employment by the Company; · relating to the termination of or in any way related to my your employment with the Company; · for wrongful discharge, defamation, breach of privacy, intentional infliction of emotional distress, or the termination any other tort or under common law; · for breach of that employmentcontract, express or implied; (b) all claims related · for violation of public policy, or alleged whistleblower activity; · relating to my compensation or benefits from the Companyharassment, including discrimination, retaliation, and/or civil rights; Datawatch Corporation | 200 Xxxx Xxxx | Quorum Office Park | Chelmsford, MA 01824 | T: 978.441.2200 | F: 978.441.1114 | wxx.xxxxxxxxx.xxx · for compensation, salary, wages, bonuses, commissions, other overtime, expense reimbursement, incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, vacation pay or any other ownership compensation or equity interests in benefits, including any claim conferred by or arising under any state, federal or local law, including M.G.L. ch. 149 ¶¶148 and 150 (also known as the CompanyMassachusetts Wage Act); (c) all claims the Arizona Wage Act, the Arizona Minimum Wage Act, or any other state, federal or local wage and hour laws; · for breach damages or other remedies of contractany sort, wrongful terminationincluding, without limitation, compensatory damages, punitive damages, injunctive relief and breach of the implied covenant of good faith attorney’s fees; and fair dealing; (d) all tort claims· Claims otherwise conferred by or arising under any federal, state, and/or municipal law including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation Title VII of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended)Act, the federal Americans with Disabilities Act of 1990 (as amended)Equal Pay Act, 42 U.S.C. §1981, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”)Act, the federal Older Workers Benefit Protection Act, the Americans With Disabilities Act, the Family and Medical Leave Act (“FMLA”)Act, the California Labor Code (Rehabilitation Act, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act, the Massachusetts Fair Employment Practices Act, the Massachusetts Civil Rights Act, the Massachusetts Equal Rights Act, the Arizona Employment Protection Act, the Arizona Civil Rights Act, the Arizona Equal Pay Act, the Arizona Occupational Health and Safety Act, Arizona Right to Work Act, Arizona Drug Testing of Employees Act, Arizona Medical Marijuana Act, and similar provisions under the laws of the Commonwealth of Massachusetts, the State of Arizona or any other state or municipality, all as amended. Notwithstanding the foregoing, this release of claims shall not be construed to impair your right to enforce the terms of this Agreement or to file, comply with or participate in an investigation or proceeding instituted by the Equal Employment Opportunity Commission or any applicable state anti-discrimination agency (except that you acknowledge that you hereby waive any right to recover any monetary benefits in connection with any such claim, charge or proceeding). 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. You further acknowledge and agree that you have waived any relief available to you (including without limitation, monetary damages, equitable relief and reinstatement) under any of the California Fair Employment and Housing Act (as amended)Claims referenced in this Paragraph 3.

Appears in 1 contract

Samples: Datawatch Corp

General Release. In exchange For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receivemyself and my successors, I assigns, heirs and representatives (each, a “Releasing Party”), hereby generally and completely release, acquit release and forever discharge Comtech Telecommunications Corp. (the Company “Company”), its stockholders, officers, directors, employees, agents and its parentattorneys, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directorssuccessors, officersassigns, employeesheirs and representatives (each, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the a “Released PartiesParty”), of individually and collectively, from any and all claims, demands, causes of action, liabilities and or obligations, both known and or unknown, that arise from pending or are in any way related to eventsnot pending, actsliquidated or not liquidated, conduct, or omissions occurring at any time prior to of every kind and including the date that I sign this Release nature whatsoever (collectively, the “Released Claims”)) which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company’s business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon the Company’s obligations, if any, to pay severance compensation pursuant to the Amended and Restated Employment Agreement between the undersigned and the Company, dated September 17, 2007 or the rights of the undersigned to enforce such obligations. The Released Claims include, but are not limited to: without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any way related other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to my employment with the Companytime, or the termination of that employment; (b) all claims related to my compensation or benefits from the Companyfor back pay, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe lost benefits, stockreinstatement, stock optionsliquidated damages, punitive damages, and damages on account of any alleged personal, physical or any other ownership or equity interests in the Company; emotional injury, and (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising fees and costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (as amendeda) (my waiver and release specified herein does not apply to any rights or claims that may arise after the “ADEA”)date I sign this General Release or my rights with respect to severance compensation, if any, payable to me pursuant to the federal Family Amended and Medical Leave Act (“FMLA”), the California Labor Code (as amended), Restated Employment Agreement between me and the California Fair Employment Company, dated September 17, 2007; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and Housing Act (as amended).e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated:____________________ __________________________________________ Xxxxxx X. Xxxxx

Appears in 1 contract

Samples: Employment Agreement (Comtech Telecommunications Corp /De/)

General Release. In exchange for consideration of the consideration Severance Benefits paid or payable pursuant to be provided to me under Section 3 of the Employment Agreement that I am not otherwise entitled to receiveSeparation Agreement, I hereby generally waive and completely releaserelease the Company, acquit its parents, subsidiaries, predecessors, successors and forever discharge the Company and its parent, subsidiaryaffiliates, and affiliated each of such entities’ officers, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholdersmanagers, partnersmembers, agents, attorneys, insurers, affiliates representatives and assigns (collectively, the “Released Parties”), of and ) from any and all claims, liabilities liabilities, demands, causes of action, attorneys’ fees, damages, or obligations of every kind and obligationsnature, both whether known and or unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring arising at any time prior to and including the date that I sign this Release of Claims (collectively, the “Released ClaimsRelease”). The Released Claims includeThis general release includes, but are is not limited to: (a) all claims directly or indirectly arising out of or in any way related to connected with my employment with the Company, Company or the termination of that employmentemployment relationship; (b) all claims or demands related to my compensation or benefits from the Company, including salary, bonuses, fees, retirement contributions, profit‐sharing rights, profit distributions, management fee income, commissions, other incentive compensationcarried interest, vacation pay and the redemption thereofmembership interests, expense reimbursements, fringe benefits, stock, stock unit options, or any other ownership or equity interests in the CompanyCompany or any of its affiliated entities, vacation pay, fringe benefits, expense reimbursements or any other form of compensation or benefit, except claims for benefits or compensation due to me under the Separation Agreement or the Consulting Agreement; (c) all claims for breach pursuant to any federal, state or local law, statute or cause of contractaction in any jurisdiction, wrongful terminationincluding, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraudto, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”)Act, the California Labor Code (as amended)Equal Pay Act, anti‐discrimination statutes, tort law, contract law, wrongful discharge, discrimination, harassment, fraud, defamation, emotional distress, or claims for breach of fiduciary duty. Notwithstanding the foregoing, nothing in this paragraph shall release any of the rights, claims and protections set forth in Section 11(c) of the California Fair Employment and Housing Act (as amended)Separation Agreement. 3.

Appears in 1 contract

Samples: Owens & Minor Inc/Va/

General Release. In exchange for the Severance Benefits and the consulting arrangement, and other consideration to be provided to me under the Employment you by this Agreement that I am you are not otherwise entitled to receive, I you hereby generally and completely releaserelease the Company, acquit its parent and forever discharge the Company and its parent, subsidiary, and affiliated subsidiary entities, and investors, along with its and their predecessors current and successors and their respective former directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, insurers, affiliates affiliates, and assigns (collectively, the “Released Parties”), ) of and from any and all claims, liabilities and obligations, both known and unknown, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including or at the date time that I you sign this Release Agreement (collectively, the “Released Claims”). The This Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my your employment with the Company, Company or the termination of that employment; (b) all claims related to my your compensation or benefits from the Companybenefits, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).

Appears in 1 contract

Samples: Affymax Inc

General Release. a) In exchange for consideration of the consideration to be provided to me under benefits described in Paragraph 2 of the Employment Agreement that I am not otherwise entitled to receiveAgreement, I hereby generally release and completely release, acquit and forever discharge the Company and its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”), of and Aclaris from any and all claimssuits, liabilities and causes of action, complaints, charges, obligations, both known and unknown, that arise from or are in any way related to events, acts, conductdemands, or omissions claims of any kind, whether in law or in equity, direct or indirect, known or unknown (hereinafter “claims”), which I ever had or now have against Aclaris arising out of or relating to any matter, thing or event occurring at any time prior up to and including the date that of this Supplemental Release. I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) also release Aclaris from any and all claims arising out for wrongful discharge, defamation, unfair treatment, violation of public policy, breach of express or in implied contract, intentional or negligent infliction of emotional distress, any way and all tort claims or any other claim related to my employment with the Company, Aclaris or the termination of that employment; (b) employment for any and all claims related reasons, up to and including the date of this Agreement. I specifically release Aclaris from any claim relating to or arising out of my compensation employment with or benefits termination of employment from the CompanyAclaris, including salaryincluding, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to to, any rights or claims for fraud, defamation, emotional distress, and discharge in violation I may have based upon Title VII of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (1964, as amended, which prohibits discrimination in employment based on race, color, creed, religion, national origin or sex; the Age Discrimination in Employment Act, including the Older Workers Benefits Protection Act (“ADEA”), which prohibits discrimination on the federal basis of age; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans with Disabilities Act of 1990 (1990, as amended, which prohibits discrimination against disabled persons; the Family Medical Leave Act, as amended, which permits extended time away from work to handle certain family or medical needs; the Employee Retirement Income Security Act, which regulates employment benefits; the Pennsylvania Human Relations Act, which prohibits discrimination in employment based on race, color, religion, sex, disability, national origin, age, or the results of genetic testing; the False Claims Act, 31 U.S.C. § § 3729-3733 (including the qui tam provision thereof), ; the federal Age Discrimination in Employment Consolidated Omnibus Budget Reconciliation Act of 1967 1986; the Rehabilitation Act of 1973; the Electronic Communications Privacy Act of 1986 (including the Stored Communications Act); the Xxxx-Xxxxxxxx Xxxxxxx, 00 X.X.X. § 0000x-0x(x); the Worker Adjustment and Retraining Notification Act of 1988, 29 U.S.C. § 210l, et seq.; and any and all other federal, state or local laws or regulations prohibiting employment discrimination or which otherwise regulate employment terms and conditions, except as amended) (such release is limited by applicable laws. This is a general release and covers claims that I know about presently and those that I may not know about up through the “ADEA”)date of this Supplemental Release. This release specifically includes any and all claims for attorney’s fees and costs which I incur for any reason arising out of or relating to any or all matters covered by this Supplemental Release. _________________________________________________________________________________ ​ 000 Xxx Xxxx, the federal Family and Medical Leave Act (“FMLA”)Suite 200 ● Xxxxx, the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).PA 19087 ● xxx.xxxxxxxxx.xxx ● Main: 484-324-7933 ​ ​

Appears in 1 contract

Samples: Aclaris Therapeutics, Inc.

General Release. In exchange for consideration of the consideration remuneration provided and paid in full pursuant to be provided Paragraph 4 hereof, Record and his family members, heirs, successors, and assigns (hereinafter referred to me under collectively as the Employment Agreement that I am not otherwise entitled to receive, I "Releasing Parties") hereby generally and completely release, acquit and forever discharge the Company Carrington and its parentshareholxxxx, subsidiaryxfficers, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officersfiduciaries, agents, servants, employees, shareholders, stockholders, partners, agentsrepresentatives, attorneys, insurers, affiliates successors, and assigns (collectively, hereinafter referred to collectively as the "Released Parties”), of and ") from any and all claims, liabilities demands, and obligationscauses of action of every kind and character, both known and unknownwhether vicarious, derivative, or direct, that arise from any of the Releasing Parties now has or are may hereafter have or assert against any or all of the Released Parties growing out of, resulting from, or connected in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my with Record's employment with the Company, or the termination of that employment; (b) his employment with Carrington, including but nox xxxxxxx to any and all claims related to my compensation for damages (actual, exemplary, liquidated, or benefits from the Companyunliquidated), including salaryback pay, future pay, deferred compensation, bonuses, commissions, other incentive severance payments, vacation and leave benefits, unreimbursed business expenses, overtime compensation, vacation pay reinstatement or priority placement, past and the redemption thereoffuture medical or other employee benefits for Record or his dependents, expense reimbursements, fringe employee retirement benefits, stockcontributions to company sponsored 401(k) plans (except as presently vested in any savings plan sponsored by Carrington in which Record is x xxxxicipant), stock optionsmedical and counseling costs, injunctive relief, declaratory relief, attorney's fees, costs of court, disbursements, interest, or any other ownership form whatsoever of legal or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach equitable relief to which any of the implied covenant Releasing Parties claims or might claim entitlement as a result of good faith and fair dealing; (d) all tort claimsany alleged act or omission of any of the Releasing Parties, including but not limited to claims for fraudany alleged unlawful age discrimination or any other form of unlawful employment discrimination, defamationretaliation, wrongful termination, breach of contract (express or implied), tortious interference with contract, promissory estoppel, detrimental reliance, negligent or intentional infliction of emotional distress, negligent hiring and discharge in supervision, assault, battery, defamation of character, any alleged act of harassment or intimidation, negligent or intentional misrepresentation or fraud, invasion of privacy, or any other intentional or negligent tort, or any alleged violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (1967, Title VII of the “ADEA”)Civil Rights Act of 1964, the federal Family and Medical Leave Act (“FMLA”)Texas Commission on Human Rights Act, the California Labor Code (as amended)Americans With Disabilities Act, the Employee Retirement Income Security Act of 1974, the public policy of the United States, the State of Texas, or any other state, or any other federal or state statutory or common law, or any other alleged adverse employment action by any of the Released Parties, and all other loss, expense, or detriment of every kind and character, whether past or future, that any of the California Fair Employment Releasing Parties may have sustained or may hereafter sustain by reason of any act or omission of any of the Released Parties growing out of, resulting from, or connected in any way with Record's employment or the termination of his employment with Carrington. This General Relexxx xxxxxxs and Housing Act (as amended)is fully enforceable with respect to all rights or claims existing on or before the date this Agreement is originally executed; and with respect to its later renewal and ratification, to all rights or claims existing on or before the date of execution of the renewal and ratification form. In neither event does this General Release act to waive any rights or claims that arise after the date of execution.

Appears in 1 contract

Samples: Separation Agreement and Full and Final Release (Carrington Laboratories Inc /Tx/)

General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am Wood by this Agreement, which Wood is not otherwise entitled to receive, I Wood hereby generally and completely releasereleases, acquit absolves and forever discharge the Company and its parent, subsidiarydischarges Employer, and any parent and subsidiary corporations, divisions and affiliated entitiescorporations, partnerships or other affiliated entities of Employer, past and present, and investorseach of them, along with its and their predecessors and successors and their respective as well as Employer's directors, officers, employees, shareholders, stockholders, partners, agents, employees, attorneys, insurersassignees, affiliates successors in interest, past and assigns (collectivelypresent, the “Released Parties”)and each of them, of and from any and all claims, liabilities and liabilities, demands, actions, suits, causes of action, wages, obligations, both costs, expenses, attorneys' fees, damages, judgments, orders, indemnities and liabilities of every kind and nature, in law, equity or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign Wood signs this Release (collectively, the “Released Claims”)Agreement. The Released Claims includeThis general release includes, but are is not limited to: (a) all claims arising out of or in any way related to my Wood's employment with the Company, Employer or the termination of that employment; (b) all claims related to my Wood's compensation or benefits from the CompanyEmployer, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanyEmployer; (c) all claims for breach of contract, wrongful termination, termination and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to inducing claims for discriminationdiscriminations, harassment, harassment retaliation, attorneys' fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended), the Pennsylvania Human Relations Act, and the Pennsylvania Religious Protection Act.

Appears in 1 contract

Samples: Separation and Release Agreement (Cardionet Inc)

General Release. In exchange for 5.1 Executive unconditionally, irrevocably and absolutely releases and discharges the consideration to be provided to me under Company, the Employment Agreement that I am not otherwise entitled to receiveGuarantor and any parent and subsidiary corporations, I hereby generally divisions and completely releaseaffiliated corporations, acquit and forever discharge partnerships or other affiliated entities of the Company and its parentthe Guarantor, subsidiarypast and present, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directorsas well as the employees, officers, employees, shareholders, stockholders, partnersdirectors, agents, attorneys, insurers, affiliates successors and assigns of the Company, the Guarantor and their affiliated entities (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are claims related in any way related to eventsthe transactions or occurrences between them to date, actsto the fullest extent permitted by law, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims includeincluding, but are not limited to: (a) , Executive’s employment with the Company, the cessation of Executive’s employment, the decision to resign and Executive’s resignation from the Company, and all claims other losses, liabilities, claims, charges, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way related to my connected with Executive’s employment with the Company. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims arising under local, state or federal law, including, but not limited to, alleged violations of: (i) the termination of that employmentArizona Civil Rights Act; (bii) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanyArizona Employment Protection Act; (ciii) Title VII of the Civil Rights Act of 1964; (iv) the Civil Rights Acts of 1866, 1871 and 1991; (v) the Age Discrimination in Employment Act; (vi) the Equal Pay Act; (vii) the National Labor Relations Act; (viii) the Fair Labor Standards Act; (ix) the Americans with Disabilities Act; and (x) the Family and Medical Leave Act, and all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penaltiescosts and expenses. The Executive expressly waives Executive’s right to recovery of any type, including damages or other claims arising under the federal Civil Rights Act of 1964 (as amended)reinstatement, the federal Americans with Disabilities Act of 1990 (as amended)in any administrative or court action, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended)whether state or federal, and whether brought by the California Fair Employment and Housing Act (as amended)Executive or on the Executive’s behalf, related in any way to the matters released herein.

Appears in 1 contract

Samples: Transition and Resignation Agreement (STORE CAPITAL Corp)

General Release. In exchange for consideration of the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receivepayments and benefits set forth in Section 3, I hereby generally Employee, on behalf of herself and completely releaseher agents, acquit heirs, successors and forever discharge the Company assigns, finally and its parent, subsidiaryunconditionally releases and discharges each NLCI Party, and affiliated entities, and investors, along with its and their predecessors and successors and all of their respective officers, directors, officersagents, employees, partners, shareholders, stockholderspredecessors, partners, agents, attorneys, insurers, affiliates successors and assigns (collectively, the "Released Parties”), of and ") from any and all claims, liabilities and demands, liabilities, damages, obligations, both actions or causes of action of any kind, known and or unknown, that arise from past or are in present, asserted or unasserted, suspected or unsuspected, matured or unmatured, which Employee now has, may have or could claim to have against any way related to events, acts, conduct, or omissions occurring at any time prior of the Released Parties up to and including the date that I sign this Release hereof (collectively, "Claims"), including, but not limited to, any and all Claims arising out of, relating to, or in connection with, Employee's employment or termination from such employment, except for Claims relating to the “Released Claims”)validity or enforcement of this Agreement. The Released Claims released by Employee include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the CompanyClaims for wrongful termination, including salaryconstructive discharge, bonusesdiscrimination, commissionssexual harassment, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for breach of fiduciary duty, bad faith discharge, fraud, defamation, libel, retaliation, invasion of privacy and intentional or negligent infliction of emotional distress, as well as any and discharge in violation of public policy; all Claims for counsel fees and (e) costs with respect thereto. The Claims released by Employee further include, but are not limited to, Claims under all federal, state, state and local statutory claimslaws, including including, but not limited to claims for to, Claims under any laws prohibiting employment discrimination, harassmentincluding, retaliationbut not limited to, attorneys’ feesthe Age Discrimination in Employment Act, penalties, or other claims arising under Title VII of the federal Civil Rights Act of 1964 (as amended)1964, the federal Fair Labor Standards Act, the Americans with Disabilities Act of 1990 (as amended)Act, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”)Equal Pay Act, the federal Employee Retirement Income Security Act, the Family and Medical Leave Act (“FMLA”)and any and all state or local discrimination laws. Further, Employee agrees that if any other person, organization or entity files a lawsuit to assert any Claim against a Released Party on behalf of Employee, Employee will not seek or accept any personal relief in such a lawsuit. Notwithstanding the California Labor Code (as amended)foregoing, Employee does not release any benefits that may be available to her with respect to unemployment compensation benefits, and the California Fair Employment and Housing Act (as amended)NLCI agrees that it will not contest any application filed by Employee with respect thereto.

Appears in 1 contract

Samples: Separation Agreement and General Release (Nobel Learning Communities Inc)

General Release. In exchange for the consideration to be provided to me under the Employment Letter Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge the Company Company, and its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and and, in their respective capacity in such roles, its directors, officers, members, managers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the "Released Parties"), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release Agreement (collectively, the "Released Claims"). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with or services for the CompanyCompany or its affiliates, or the termination of that employmentmy employment or services; (b) all claims related to my compensation or benefits from the CompanyCompany or its affiliates, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanyCompany or its affiliates, including but not limited to all claims for severance payments and/or benefits pursuant to Section 7.2.1 and Section 7.2.2 of the Employment Agreement, but excluding any claims for Termination Benefits set forth in the Letter Agreement (including severance payments and/or benefits pursuant to Section 7.2.3 and Section 7.2.4 of the Employment Agreement); (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys' fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the "ADEA"), the federal Family and Medical Leave Act ("FMLA"), the California Labor Code (as amended), and ; the California Fair Employment and Housing Act (as amended), and the California Labor Code.

Appears in 1 contract

Samples: Consultant Agreement (ChromaDex Corp.)

General Release. In exchange for the consideration to be provided to me under the Employment you by this Agreement that I am you are not otherwise entitled to receive, I you hereby generally and completely release, acquit and forever discharge the Company Company, and its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and Mx. Xxxxxxxx C. Xxxxxx February 22, 2008 Page 8 obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I you sign this Release Agreement (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my your employment with the Company, or the termination of that employment; (b) all claims related to my your compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, severance payments, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (a) any rights or claims for indemnification you may have pursuant to any written indemnification agreement with the Company to which you are a party (including but not limited to the Indemnification Agreement), the charter, bylaws, or operating agreements of the Company, or under applicable law; (b) any rights which are not waivable as a matter of law; (c) any claims arising from this Agreement or any breach of this Agreement; (d) any vested or vesting rights under any Company pension, retirement, equity or other benefit plans, (e) claims for health and other insurance benefits based on claims already submitted or which are covered claims properly submitted in the future, or (f) claims arising out of events, acts or omissions after the date you sign this Agreement. In addition, nothing in this Agreement prevents you from filing, cooperating with, or participating in any investigation or proceeding before the Equal Employment Opportunity Commission, the Department of Labor, the California Department of Fair Employment and Housing, or any other government agency, except that you hereby waive your right to any monetary benefits in connection with any such claim, charge, investigation or proceeding. You hereby represent and warrant that, other than the Excluded Claims, you are not aware of any claims you have or might have against any of the Released Parties that are not included in the Released Claims.

Appears in 1 contract

Samples: Retirement Agreement (Onyx Pharmaceuticals Inc)

General Release. In exchange for the consideration “Release Consideration” as described in that certain Transition and Separation Agreement by and between Modine Manufacturing Company (the “Company”) and Xxxxxx X. Xxxxx (the “Executive”) effective August 4, 2020 (the “Agreement”), to be provided to me under which this General Release (this “Release”) is attached, and for other good and valuable consideration, the Employment Agreement that I am not otherwise entitled to receivereceipt and adequacy of which are hereby acknowledged, I hereby generally and completely release, acquit Executive agrees unconditionally and forever to release and discharge the Company and its parentthe Company’s affiliated, subsidiaryrelated, parent and affiliated entitiessubsidiary corporations, and investors, along with its and their predecessors and successors and as well as their respective directorspast and present parents, subsidiaries, affiliates, associates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, employees, officers, employeesdirectors and all persons acting by, shareholdersthrough, stockholdersunder, partnersor in concert with them, agents, attorneys, insurers, affiliates and assigns or any of them (collectively, hereinafter the “Released PartiesReleasees), of and ) from any and all manner of claims, liabilities and obligationsactions, both causes of action, in law or in equity, demands, rights, or damages of any kind or nature which he may now have, or ever have, whether known and or unknown, that arise from fixed or are in contingent, including any way related to eventsclaims, acts, conduct, causes of action or omissions occurring at demands of any time prior to and including the date that I sign this Release nature (collectively, the hereinafter called Released Claims”), that Executive now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Executive’s execution of this Release. The Released Claims released hereunder specifically include, but are not limited to: (a) all claims arising out of or in , any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for fraud; breach of contract, wrongful termination, and ; breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and inducement of breach; interference with contract; wrongful or unlawful discharge in or demotion; violation of public policy; sexual or any other type of assault and (e) all federalbattery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, statebenefits, and local statutory claimsvacation pay, including but not limited to claims for discriminationseverance pay, harassmentcommissions, retaliationequity, attorneys’ fees, penalties, or other claims arising compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the federal Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964 (1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the federal Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990 (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 federal Age Discrimination in Employment Worker Adjustment and Retraining Notification Act of 1967 (as amended) (the ADEAWARN”), as amended, 29 U.S.C. § 2101 et seq.; the federal Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; the Wisconsin Fair Employment Act; the Wisconsin Wage Claim and Payment Law; the Wisconsin Business Closing and Mass Layoff Law; the Wisconsin Cessation of Benefits Law; the Wisconsin Family and Medical Leave Act (“FMLA”)Law; the Wisconsin Personnel Records Statute; the Wisconsin Employment Peace Act; and any federal, the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)state or local laws of similar effect.

Appears in 1 contract

Samples: Transition and Separation Agreement (Modine Manufacturing Co)

General Release. In exchange for the consideration Severance Benefits, which you acknowledge equal or exceed any amounts to which you otherwise may be provided to me entitled under the Employment Agreement that I am not otherwise entitled to receiveAgreement, I hereby generally the Plan, the Company's policies and practices or applicable law, you and your representatives completely release, acquit and forever discharge the Company and its parent, subsidiaryrelease from, and affiliated entitiesagree to not file, cause to be filed or pursue against, the Company, its affiliated, related, parent or subsidiary companies, and investors, along with its and their predecessors respective present and successors and their respective former directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates trustees and assigns employees (collectively, the “Released Parties”), of and from any and ) all claims, liabilities and obligationscomplaints, both grievances, causes of action, or charges of any kind, known and unknown, that arise from asserted or are in unasserted, contingent or otherwise (“Claims”), which you may now have or have ever had against any way related to events, acts, conduct, of them arising on or omissions occurring at any time prior to and including the date that I sign of this Release Agreement (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims Claims arising out of or in any way related to my from your employment with the Company, or Company and the termination of that employment, including Claims with respect to the Employment Agreement, the Plan, or any other agreement you entered into with the Company or for wrongful termination or retaliation; (b) all claims Claims related to my your compensation or benefits from the CompanyReleased Parties, including salary, wages, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofprofit sharing, retirement benefits, paid time off, vacation, sick leave, leaves of absence, expense reimbursements, equity, severance pay, and fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims Claims for breach of contract, wrongful terminationbreach of quasi-contract, promissory estoppel, detrimental reliance, and breach of the implied covenant of good faith and fair dealing; (d) all tort claimsClaims, including but not limited to claims Claims for fraud, defamation, slander, libel, negligent or intentional infliction of emotional distress, personal injury, negligence, compensatory or punitive damages, negligent or intentional misrepresentation, and discharge in violation of public policy; and (e) all federal, state, and local statutory claimsClaims, including but not limited to claims Claims for discrimination, harassment, retaliation, attorneys’ fees, penaltiesmedical expenses, experts’ fees, costs and disbursements; and • any other Claims of any kind whatsoever, from the beginning of time until the date you sign this Agreement, in each case whether based on contract, tort, statute, local ordinance, regulation or other claims any comparable law in any jurisdiction. By way of example and not in limitation, Released Claims include any Claims arising under Title VII of the federal Civil Rights Act of 1964 (as amended)1964, 42 U.S.C. § 2000e et seq.; the federal Civil Rights Act of 1991; the Civil Rights Acts of 1866 and/or 1871, 42 U.S.C. Section 1981; the Americans with Disabilities Act of 1990 (as amended)Xxxxxxxxxxxx Xxx, 00 X.X.X. 00000 et seq.; the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), 29 U.S.C. § 621 et seq.; the Family Medical Leave Act, 29 U.S.C. § 2601 et seq.; the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et seq.; and the federal Family and Medical Leave Worker Adjustment Retraining Notification Act (“FMLAWARN Act”), 29 U.S.C. § 2102 et seq. The Parties intend for this release to be enforced to the California Labor Code fullest extent permitted by law. YOU UNDERSTAND AND AGREE THAT THIS AGREEMENT CONTAINS A GENERAL RELEASE OF ALL CLAIMS. You represent that you have not initiated, filed, or caused to be filed and agree not to initiate, file or cause to be filed any Released Claims against any Released Parties with respect to any aspect of your employment by or termination from employment with the Company or with respect to any other Released Claim. You expressly covenant and warrant that you have not assigned or transferred to any person or entity any portion of any Released Claims that are waived, released and/or discharged herein. If you nonetheless file, cause to be filed, or pursue any Released Claims against one or more Released Party, you will pay to each such Released Party any costs or expenses (as amended)including attorneys’ fees and court costs) incurred by such Released Party in connection with such action, claim or suit. In this paragraph, we provide you with specific information required under the ADEA. You acknowledge that you have received and reviewed any and all information required, if any, by the ADEA/Older Workers Benefit Protection Act pertaining to your termination from the Company. You agree that your release of claims in this Agreement includes a knowing and voluntary waiver of any rights you may have under the ADEA. You acknowledge that you have been given an opportunity to consider for twenty-one (21) days the terms of this Agreement, although you may sign beforehand, and that you are advised by the California Fair Company to consult with an attorney. You further understand that you can revoke this Agreement by delivering a written notice of revocation within seven (7) days of signing this Agreement, but that you will not be eligible for any Severance Benefits if you revoke this Agreement. You acknowledge and agree that for the revocation to be effective, the written notice must be received by the Company's Chief Executive Officer no later than the close of business (5:00 p.m. Mountain Time) on the seventh (7th) day after you sign this Agreement. This Agreement will become effective and enforceable on the eighth (8th) day following your execution of this Agreement, provided you have not exercised your right, as described herein, to revoke this Agreement. You further agree that any change to this Agreement, whether material or immaterial, will not restart the twenty-one (21) day review period. Notwithstanding the foregoing, the parties acknowledge and agree that you are not waiving or being required to waive (1) any right that cannot be waived as a matter of law, (2) rights for indemnification under U.S. and non-U.S. federal and state laws, (3) rights for indemnification under any contract or agreement with the Company that provides for indemnification or under the Company’s by-laws or under any insurance policies of the Company or its or their affiliates, (4) rights to any vested benefits or pension funds; and (5) rights to seek worker’s compensation or unemployment insurance benefits, subject to the terms and conditions thereof. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prohibit or interfere with your exercising protected rights, including rights under the National Labor Relations Act; filing a charge with the Equal Employment Opportunity Commission or OSHA; reporting possible violations of law to or participating in an investigation by any federal, state or local government agency or commission such as the National Labor Relations Board, the Department of Labor or the Securities and Housing Act Exchange Commission. You do, however, waive any right to receive any monetary award or benefit resulting from such a charge, report, or investigation related to any Released Claims, except that you may receive and fully retain a monetary award from a government-administered whistle-blower award program. You are hereby notified that 18 U.S.C. § 1833(b) states as follows: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Accordingly, notwithstanding any other provision of this Agreement to the contrary, you have the right to (1) disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of the law or (2) disclose trade secrets in a document filed in a lawsuit or other proceeding so long as amendedthat filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). You agree to maintain this Agreement and its contents in the strictest confidence and agree that you will not disclose the terms of this Agreement to any third party without the prior written consent of the Company, unless and to the extent otherwise required by law or in connection with enforcing this Agreement, except you may inform your legal and financial advisors and any subsequent prospective employer provided you have advised such attorney or financial advisor or subsequent prospective employer to maintain the confidentiality of this Agreement and its contents and you remain responsible for maintaining the confidentiality of such information. If you are obligated under law to disclose the contents of this Agreement you agree, to the extent possible, to provide the Company at least five (5) days prior written notice of such obligation. Finally, by your signature below, you acknowledge each of the following: (a) that you have read this Agreement or have been afforded every opportunity to do so; (b) that you are fully aware of the Agreement’s contents and legal effect; and (c) that you have voluntarily chosen to enter into this Agreement, without duress or coercion, economic or otherwise, and based upon your own judgment and not in reliance upon any promises made by the Company other than those contained in this Agreement.

Appears in 1 contract

Samples: Separation Agreement (National Storage Affiliates Trust)

General Release. In exchange for If the consideration to be provided to me under the Employment Agreement that I am not otherwise Executive is entitled to receiveseverance benefits pursuant to this Agreement, I the Executive hereby generally and completely agrees that all of his rights under section 1542 of the Civil Code of the State of California are hereby waived. Section 1542 provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, acquit which if known by him must have materially affected his settlement with the debtor." Notwithstanding the provisions of section 1542, if the Executive is entitled to severance benefits pursuant to this Agreement, the Executive hereby irrevocably and unconditionally releases and forever discharge discharges the Company and all of its parentofficers, subsidiaryagents, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officerssupervisors, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates representatives and their successors and assigns (collectivelyand all persons acting by, the “Released Parties”)through, under or in concert with any of and them from any and all charges, complaints, grievances, claims, actions, and liabilities of any kind (including attorneys' fees, interest, expenses and obligationscosts actually incurred) of any nature whatsoever, both known and or unknown, that arise from suspected or are unsuspected (hereinafter referred to as "Claims"), which the Executive has or may have in any way related to eventsthe future, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my the Executive's employment with the Company. All such Claims are forever barred by this Agreement and without regard to whether these Claims are based on any alleged breach of duty arising in contract or tort, any alleged employment discrimination or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock optionsunlawful discriminatory act, or any other ownership claim or equity interests in the Company; (c) all claims for breach cause of contract, wrongful termination, and breach action regardless of the implied covenant of good faith and fair dealing; (d) all tort claimsforum in which it may be brought, including but not limited to without limitation, claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal National Labor Relations Act, Title VII of the Civil Rights Act of 1964 (1964, as amended), the federal Americans with Disabilities Civil Rights Act of 1990 (as amended)1991, the federal Age Discrimination in Employment Act of 1967 (1964, as amended) (the “ADEA”), the federal Americans With Disability Act, the California Family Rights Act of 1991, the Federal Family and Medical Leave Act (“FMLA”)of 1993, the California Labor Code (as amended)Vietnam Era Veterans Readjustment Assistance Act of 1974, and the California Fair Employment and Housing Act (as amended)Act, California Labor Code section 132a, any allegation of wrongful termination and any claim arising out of Article 1, section 8 of the Constitution of the State of California.

Appears in 1 contract

Samples: Lending Officer Severance Agreement (Sonoma Valley Bancorp)

General Release. In exchange Except for the consideration obligations undertaken by the Company under this Agreement (and any claims you have under any employee benefit plan that is subject to be provided the vesting standards imposed by the Employee Retirement Income Security Act of 1974, as amended), and except for your rights to me under enforce the Employment Agreement that I am not otherwise entitled to receiveConsulting Agreement, I you hereby generally release the Company, its parent and completely release, acquit subsidiary organizations and forever discharge the Company and its parent, subsidiaryrelated companies, and any company or individual employed by or affiliated entities, with those organizations and investors, along with its each of their officers and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns directors (collectively, the Released PartiesReleasees), of and ) from any and all claimsrights, liabilities actions, suits, claims or demands of all kinds and obligationsdescriptions that you ever had, both known and unknownnow have or hereafter can, that arise from shall or are in any way related to events, acts, conduct, may have against Releasees by reason of or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited toarising out of: (a) all claims arising out any act, matters or omissions of or in any way related to my employment with the Company, or the termination of that employmentReleasees; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in your employment with the Company; (c) any events that may have occurred during the course of your employment, your hiring, or the termination of your employment; or (d) any other matters or claims of any kind or nature arising on or before the date of your execution of this Agreement. This includes, without limitation, a release of any and all claims for unpaid wages, bonus payments, holiday or vacation pay, overtime or other compensation, breach of contract, wrongful terminationdischarge, disability benefits, life, health and breach of the implied covenant of good faith and fair dealing; (d) all tort claimsmedical insurance, including but not limited to claims for fraudsick leave, defamationor any other fringe benefit, employment discrimination, emotional distress, and discharge in violation violations of public policy; and (e) all federal, statedefamation, fraudulent inducement, wrongful termination, severance pay, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees. You are also specifically releasing any rights or claims you may have, penaltiesif any, or other claims arising under the federal Civil Rights Family and Medical Leave Act, the Employee Retirement Income Security Act of 1964 (as amendedexcept for vested benefits which are not affected by this Agreement), the federal Americans with Disabilities Act of 1990 (as amended)Worker Adjustment Retraining and Notification Act, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”) (which prohibits discrimination in employment based on age), Older Workers Benefit Protection Act of 1990 (“OWBPA”) (which also prohibits discrimination in employment based on age), Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion or sex), the federal Family and Medical Leave Rehabilitation Act, the Labor Management Relations Act, the Equal Pay Act (“FMLA”which prohibits paying men and women unequal pay for equal work), the California Labor Code (Americans with Disabilities Act; the New York Human Rights Law; the New York City Human Rights Law, New York labor laws, the New York Constitution, all the above statutes as amended)amended from time to time, and any other federal, state or local laws or regulations prohibiting employment or age discrimination. This release covers all of the California Fair Employment above-described claims that you or you heirs, executors, administrators, successors, and Housing assigns now have, ever had or may hereafter have, whether known or unknown, suspected or unsuspected, up to and including the date of this Agreement. You further agree, promise and covenant that, to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has or will file, charge, claim, sxx, or cause or permit to be filed, charged or claimed, any action for damages or other relief (including injunctive, declaratory, monetary relief or other) against Releasees involving any matter occurring in the past up to the date of this Agreement, or involving or based upon any claims, demands, causes of action, obligations, damages or liabilities which are the subject of this Agreement. This Agreement shall not affect your rights under the Older Workers Benefit Protection Act (as amended)to have a judicial determination of the validity of this release and waiver. By signing this Agreement, you are forever giving up your rights to make the aforementioned claims or demands.

Appears in 1 contract

Samples: Acorda Therapeutics Inc

General Release. In exchange Employee, for and in consideration of the consideration undertakings of the Company set forth herein, and intending to be provided to me under the Employment Agreement that I am not otherwise entitled to receivelegally bound, I does hereby generally and completely remise, release, acquit and forever discharge the Company USEC and its parentparents, subsidiarysubsidiaries, affiliates, and affiliated entities, and investors, along with its and their predecessors officers, directors, shareholders, employees and successors agents, its and their respective directorssuccessors and assigns, officersheirs, employeesexecutors, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns administrators (collectively, the herein referred to collectively as Released PartiesReleasees), ) of and from any and all claimsactions and causes of actions, liabilities suits, debts, claims and obligationsdemands whatsoever in law or in equity, both known and unknownwhich he ever had, that arise from or are in any way related to events, acts, conductnow has, or omissions occurring at which his heirs, executors or administrators may have, by reason of any time prior matter, cause or thing whatsoever, from the beginning of his employment with USEC up to and including the date that I sign this Release (collectivelyTermination Date, the “Released Claims”). The Released Claims includeand particularly, but are not limited to: (a) all without limitation, any claims arising out of from or relating in any way related to my his employment with the Company, relationship or the termination of that employment; (b) all claims related to my compensation or benefits from the Companyhis employment relationship with USEC, including salaryincluding, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to to, any claims for fraudwhich have been asserted, defamationcould have been asserted or could be asserted now or in the future, emotional distress, and discharge in violation of public policy; and (e) all including any claims under any federal, statestate or local laws, and local statutory claimsincluding, including but not limited to claims for discriminationto, harassmentthe United States Constitution, retaliationthe Maryland Constitution, attorneys’ fees, penalties, or other claims arising under Title VII of the federal Civil Rights Act of 1964 (1964, as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (1967, as amended) (the “ADEA”), the federal Family and Medical Leave Americans with Disabilities Act (“FMLA”)of 1990, as amended, the California Fair Labor Code (Standards Act, as amended), the National Labor Relations Act, as amended, the Labor-Management Relations Act, as amended, the Workers Retraining and Notification Act of 1988, as amended, the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974, as amended, Section 211 of the Energy Reorganization Act of 1974, as amended, and the California Fair Employment and Housing Act (Maryland Human Rights Act, as amended)amended or any other Maryland Statute or Regulation. This General Release does not prohibit Employee from bringing an action to challenge the validity of this Agreement.

Appears in 1 contract

Samples: Severance Agreement and General Release (Usec Inc)

General Release. In exchange for the consideration to be provided to me under the Employment Agreement that this Release to which I am would not otherwise entitled to receivebe entitled, I hereby generally and completely releasesettle, acquit release and forever discharge any and all claims of every type, known or unknown, which I have or may have against the Company Company, and its parentshareholders, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates employees and assigns representatives (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both whether known and or unknown, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including or on the date that I sign this Release (collectively, the “Released Claims”). The Released Claims includeThis is a general release of all claims and includes, but are not limited to: without limitation; (ai) all claims arising out of or in any way related to my employment with the Company, Company or the termination of that employment; (bii) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofvacation, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership ownership, equity, or equity profits interests in the Company; (ciii) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (div) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (ev) and all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under any Federal, State, or local laws or regulations pertaining to employment, including discrimination on the federal basis of sex, pregnancy, race, color, marital status, religion, creed, national origin, age, disability, medical condition, or mental condition status or any status protected by any other anti-discrimination laws, including, without limitation, Title VII of the Civil Rights Act of 1964 (as amended)1964, the federal Americans with Disabilities Act of 1990 (as amended)Family Medical Leave Act, the federal Age Discrimination in Employment Act of 1967 (as amended29 U.S.C. § 621, et seq.) (the “ADEA”), the federal Family and Medical Leave Americans with Disabilities Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)Act, and the California Family Rights Act, whether such claim be based on an action filed by me or by a Governmental Agency.

Appears in 1 contract

Samples: Jack in the Box Inc /New/

General Release. In exchange for the consideration (a) For good and valuable consideration, as described above, and in full and final settlement of any liabilities or obligations owed to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveSnella, I however arising, Snella hereby generally and completely release, acquit releases and forever discharge the Company and its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”), of and discharges Releasees from any and all claimsclaims that could have been asserted or alleged prior to the Effective Date, liabilities and as well as all debts, obligations, both known and unknownpromises, covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of action, judgments, damages, expenses, claims or demands, in law or in equity or otherwise, that arise from or are in any way related to eventsSnella ever had, acts, conductnow has, or omissions occurring which he may have had at any time prior to and regarding any matter arising on or before the Effective Date of this Agreement, including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) to all claims (whether known or unknown) regarding or arising out of or in any way related to my Snella’s employment with by Zayo, the Companytermination thereof, or any Communications Infrastructure Investments, LLC equity issued (or not issued) in conjunction therewith and, subject only to the termination receipt of that employmentthe Purchase Price set forth in Section 1, the redemption of same hereunder; any contract (b) all claims related to my compensation express or benefits from the Companyimplied); any claim for equitable relief or recovery of attorneys’ fees or punitive, compensatory, or other damages or monies, including salaryworkers’ compensation benefits, bonuseswages, commissionsbonus payments, other incentive equity-based compensation including stock and stock options, overtime compensation, vacation pay pay, and the redemption thereof, expense reimbursements, fringe severance benefits, stock, stock options, or ; any other ownership or equity interests in the Companytort claims; (c) all claims for breach alleged fraud, concealment, assault, battery, false imprisonment, negligence, defamation, negligent misrepresentation, promissory estoppel, unjust enrichment, quantum meruit, intentional or negligent infliction of contractemotional distress, invasion of privacy, wrongful terminationdischarge, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; , sexual, age-based, race-based or disability-based harassment, constructive termination, retaliation and (e) all federaldiscrimination based upon age, staterace, color, sex, sexual orientation, veteran status, citizenship, marital status, religion, national origin, handicap, disability, or any other characteristic protected by law. Each of the waivers in this Agreement shall be deemed separate and independent waiver given for separate and independent consideration, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or several from aach of the other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)waivers.

Appears in 1 contract

Samples: Settlement Agreement and General Release (Zayo Group LLC)

General Release. In exchange for consideration of the consideration to be benefits provided to me under Executive pursuant to Section 2 of this Agreement (including eligibility for pro-rata payment of the Employment Agreement that I am not otherwise entitled ______ short-term incentive award) and the terms of the Severance Plan pursuant to receivewhich Executive is eligible for lifetime flight benefits upon retirement, I and other valuable consideration, Executive hereby generally releases UAL and completely release, acquit and forever discharge the Company and its parent, subsidiary, each of their subsidiaries and affiliated entities, and investors, along with its and their predecessors and successors affiliates and their respective directorsstockholders, officers, directors, employees, shareholdersrepresentatives, stockholders, partners, agents, attorneys, insurers, affiliates agents and assigns (collectively, the “Released Parties”), of and attorneys from any and all claimsclaims or liabilities, liabilities and obligations, both known and or unknown, that arise from or are in of any way related kind, including, without limitation, any and all claims and liabilities relating to events, acts, conductExecutive’s employment by, or omissions occurring at any time prior services rendered to and including the date that I sign this Release (collectivelyor for, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock optionsUAL, or any other ownership of their subsidiaries or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penaltiesaffiliates, or other claims arising relating to the cessation of such employment or under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Older Workers Benefit Protection Act (“OWBPA”), the Americans with Disabilities Act, the Family and Medical Leave Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 1981, the Illinois Human Rights Act, the Illinois Wage Payment and Collection Act, and any other statutory, tort, contract or common law cause of action, other than claims or liabilities arising from a breach by UAL or Company of (i) its post-employment obligations under the Severance Plan, (ii) its obligations under its qualified retirements plans in which Executive participates (the FMLAQualified Plans”), under Executive’s outstanding grants of stock options or restricted stock, under Executive’s outstanding awards under the California Labor Code long term incentive programs of UAL and Company (as amendedthe “Incentive Programs”), or under any other compensation plan or program of UAL or Company, or (iii) its obligations under existing agreements governing Executive’s flight benefits relating to other airlines. UAL and Company hereby release Executive from any and all claims or liabilities, known or unknown, of any kind in any way relating to or pertaining to Executive’s employment by, or services rendered to or for, UAL, Company or any of their subsidiaries or affiliates, other than fraud or intentional malfeasance or claims arising from a breach by Executive of the California Fair Employment Severance Plan or of Executive’s obligations under the Qualified Plans, under Executive’s outstanding grants of stock options or restricted stock, under Executive’s outstanding awards under the Incentive Programs, under any other compensation plan or program of UAL or Company, or under existing agreements governing Executive’s flight benefits relating to other airlines. These releases are to be broadly construed in favor of the released persons. These releases do not apply to any rights or claims that may arise after the date of execution of this Agreement by Executive, Company and Housing Act (UAL. Each party agrees that this Agreement is not and shall not be construed as amended)an admission of any wrongdoing or liability on the part of any such party. Notwithstanding the foregoing, the post-employment obligations created by the Severance Plan, the Qualified Plans, Executive’s outstanding grants of stock options or restricted stock, Executive’s outstanding awards under the Incentive Programs, or outstanding awards under any other compensation plan or program of UAL or Company, or under existing agreements governing Executive’s flight benefits relating to other airlines, if any, are not released.

Appears in 1 contract

Samples: Retirement and Transition Agreement (United Airlines, Inc.)

General Release. In exchange for Except as to the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveprovisions and obligations set forth in this Agreement, I Blauwiekel hereby generally and completely release, acquit releases and forever discharge discharges the Company Company, its present and its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective former directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurersaccountants, consultants, successors, assigns and affiliates and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities demands, complaints, causes of action, losses, liabilities, penalties, costs, attorneys' fees, expenses, damages, indemnities and obligationsobligations of any and every kind, both nature and character in law, equity or otherwise, present, past or future, suspected or unsuspected, disclosed or undisclosed, of any nature whatsoever, whether now known and or unknown, foreseen or unforeseen, created by statute, rule, regulation or professional code, that arise from Blauwiekel ever had, now has or are in any way related to eventshereinafter can, actsshall or may have, conductby reason of, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related relating to my employment with the Companyany acts, omissions, events or the termination of that employment; (b) all claims related to my compensation or benefits circumstances from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and beginning of time up to the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach Effective Date of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claimsthis Agreement, including but not limited to claims for fraud, defamation, emotional distressBlauwiekel's hiring or separation from the Company. By way of example only, and discharge in violation of public policynot as a limitation, the matters released under this provision include, without limitation, all claims related to wages, salaries or other compensation; payments, benefits and fringe benefits, back pay and front pay; expense reimbursements for residence relocation; housing and automobile allowances; expense reimbursements for club/association memberships, travel and business items and subscriptions; vacation, holiday and sick pay; life, health, accident, disability and workers' compensation insurance; and contributions/payments to retirement or pension participation plans. The matters released under this provision also extend to rights or claims under California's Fair Employment & Housing Act (e) all federalGovt. C Section 12940 et. seq., statewhich prohibits discrimination on the basis of race, religion, color, sex, age, mental disability, physical disability, medical condition, marital status, sexual orientation, and local statutory claimsother protected categories), including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under Title VII of the federal Civil Rights Act (42 U.S.C. Section 2000e et. seq., which prohibits discrimination on the basis of 1964 (as amendedrace, sex, national origin, color, and religion), the federal Americans with With Disabilities Act of 1990 (as amended)42 U.S.C. 12101 et. seq., the federal Age Discrimination in Employment Act which prohibits discrimination against and requires reasonable accommodation of 1967 (as amended) (the “ADEA”qualified disabled workers under certain circumstances), the federal Family and Medical Leave Act (“FMLA”29 U.S.C. Section 2601 et. seq.), California's Family Rights Act (Govt. C Section 12945.2) (which provides leaves of absences to employees under certain circumstances), the California Labor Code Code, the federal Fair Labor Standards Act (as amended29 U.S.C. Section 201 et. seq.), the Employee Retirement Income Security Act (29 U.S.C. Section 1001 et. seq.), and the California Fair Employment any and Housing Act (as amended)all other local, municipal, state and federal statutes and laws.

Appears in 1 contract

Samples: Confidential Severance Agreement and General Release (Teledyne Technologies Inc)

General Release. In exchange For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, I, for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receivemyself and my successors, I assigns, heirs and representatives (each, a “Releasing Party”), hereby generally and completely release, acquit release and forever discharge Comtech Telecommunications Corp. (the Company “Company”), its stockholders, officers, directors, employees, agents and its parentattorneys, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directorssuccessors, officersassigns, employeesheirs and representatives (each, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the a “Released PartiesParty”), of individually and collectively, from any and all claims, demands, causes of action, liabilities and or obligations, both known and or unknown, that arise from pending or are in any way related to eventsnot pending, actsliquidated or not liquidated, conduct, or omissions occurring at any time prior to of every kind and including the date that I sign this Release nature whatsoever (collectively, the “Released Claims”)) which the Releasing Party has, has had or may have against any one or more of the Released Parties arising out of, based upon or in any way, directly or indirectly, related to the Company’s business, my employment with the Company or the termination of such employment; provided, however, that this General Release shall have no effect whatsoever upon the Company’s obligations, if any, to pay severance compensation pursuant to the Amended and Restated Employment Agreement between the undersigned and the Company, dated September 17, 2007 or the rights of the undersigned to enforce such obligations. The Released Claims include, but are not limited to: without limitation, (a) all claims arising out of or relating to breach of contract, the Fair Labor Standards Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the National Labor Relations Act, the Americans with Disabilities Act, the Employee Retirement Income Security Act and/or any way related other federal, state or local statute, law, ordinance, regulation or order as the same may be amended or supplemented from time to my employment with the Companytime, or the termination of that employment; (b) all claims related to my compensation or benefits from the Companyfor back pay, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe lost benefits, stockreinstatement, stock optionsliquidated damages, punitive damages, and damages on account of any alleged personal, physical or any other ownership or equity interests in the Company; emotional injury, and (c) all claims for breach of contract, wrongful termination, attorneys' fees and breach of the implied covenant of good faith costs. I agree that I am voluntarily executing this General Release. I acknowledge that I am knowingly and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, voluntarily waiving and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising releasing any rights I may have under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 and that the consideration given for the waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the Age Discrimination in Employment Act of 1967, that: (as amendeda) (my waiver and release specified herein does not apply to any rights or claims that may arise after the “ADEA”)date I sign this General Release or my rights with respect to severance compensation, if any, payable to me pursuant to the federal Family Amended and Medical Leave Act (“FMLA”), the California Labor Code (as amended), Restated Employment Agreement between me and the California Fair Employment Company, dated September 17, 2007; (b) I have the right to consult with an attorney prior to signing this General Release; (c) I have twenty-one (21) days to consider this General Release (although I may choose to sign it earlier); (d) I have seven (7) days after I sign this General Release to revoke it; and Housing Act (as amended).e) this General Release will not be effective until the date on which the revocation period has expired, which will be the eighth day after I sign this General Release, assuming I have returned it to the Company by such date. Dated: ______________________ ________________________________ Xxxx Xxxxxxxx

Appears in 1 contract

Samples: Employment Agreement (Comtech Telecommunications Corp /De/)

General Release. In exchange for the severance benefits and other consideration to be provided to me under by the Employment Executive Severance Benefits Agreement that I am not otherwise entitled to receive, I hereby generally and completely release, acquit and forever discharge release the Company and its parent, subsidiary, current and affiliated entities, and investors, along with its and their predecessors and successors and their respective former directors, officers, employees, stockholders, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates affiliates, and assigns (collectively, the “Released Parties”), of and ) from any and all claims, liabilities and obligations, both known and unknown, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign my signing this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a1) all claims arising out of or in any way related to my employment with the CompanyCompany or its affiliates, or the termination of that employment; (b2) all claims related to my compensation or benefits from the Companybenefits, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanyCompany or its affiliates; (c3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d4) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e5) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Employee Retirement Income Security Act (“FMLA”), the California Labor Code of 1974 (as amended), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (1) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the Company to which I am a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; (2) any claims for coverage under any Directors’ and Officers’ insurance policy maintained by the Company; and (3) any rights which are not waiveable as a matter of law. In addition, nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or the California Department of Fair Employment and Housing, except that I hereby waive my right to any monetary benefits in connection with any such claim, charge or proceeding. I hereby represent and warrant that, other Exhibit 10.2 than the Excluded Claims, I am not aware of any claims I have or might have against any of the Released Parties that are not included in the Released Claims.

Appears in 1 contract

Samples: Executive Severance Benefits Agreement (Sunesis Pharmaceuticals Inc)

General Release. In exchange consideration for the consideration Separation Payments and Benefits outlined in Section 3(a) of this Agreement, to be provided to me under the Employment Agreement that I am which Executive is not otherwise entitled to receiveentitled, I Executive, and anyone claiming through Executive or on Executive’s behalf, hereby generally and completely releasereleases and waives each and every past, acquit present, and forever discharge the Company and its future parent, division, subsidiary, partnership, owner, trustee, fiduciary, administrator, member, shareholder, investor, associate, affiliate, predecessor, successor and affiliated entitiesrelated company, and investors, along with its and all of their predecessors and successors and their respective directorscurrent or former agents, officers, employees, shareholders, stockholdersdirectors, partners, agentsrepresentatives, attorneys, contractors, insurance companies, administrators, successors, assigns, current and former employees, plan administrators, insurers, affiliates and any other persons acting by, through, under, or in concert with any of the persons or entities listed in this subsection, the predecessors, successors, and assigns of each entity listed above, and each of them (collectively, the “Released Parties”), of and from any and all claims, liabilities and rights, debts, liabilities, demands, causes of action, obligations, both and damages, known and or unknown, that arise from suspected or are in any way related unsuspected, arising as of or prior to eventsthe date of Executive’s signature to this Agreement, actsunder federal, conductstate, local, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claimscommon law, including but not limited to claims in any way related to Executive’s employment with the Released Parties, Executive’s separation from employment, the terms and conditions of Executive’s employment, any claims for fraudbreach of contract (express, defamationimplied or otherwise), emotional distressincluding, but not limited to, any payments or benefits under any severance plan, stock option plan, or equity plan; all claims under the Civil Rights Act of 1866, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974, the Equal Pay Act, the Xxxxx Xxxxxxxxx Fair Pay Act of 2009, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act, the Fair Credit Reporting Act, the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification Act, the Age Discrimination In Employment Act, the Older Workers Benefit Protection Act, and/or the laws prohibiting discrimination, harassment, and/or retaliation in any state in which you are employed, and discharge in violation of public policy; any and (e) all federal, state, and local statutory claimsemployment laws, including but not limited to claims for discriminationas well as any and all common law tort or contract theories under federal, harassment, retaliation, attorneys’ fees, penalties, state or other claims arising under the federal Civil Rights Act of 1964 local laws (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the ADEAReleased Claims”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).. ​ ​

Appears in 1 contract

Samples: Separation and General Release Agreement (Aprea Therapeutics, Inc.)

General Release. In exchange for the consideration Company’s agreement to be provided offer Xx. Xxxxxxxxxx the opportunity to me under the Employment Agreement that I am not otherwise entitled continue to receive, I hereby generally and completely release, acquit and forever discharge provide services to the Company during the Consulting Period and its parentto perform such other obligations as described in the Transition Agreement to which this General Release of All Claims (“Release”) is attached as an exhibit, subsidiarysubject to the Company’s performance of such obligations, Xx. Xxxxxxxxxx unconditionally, irrevocably and absolutely releases and discharges the Company, and any parent and subsidiary corporations, divisions and affiliated entitiescorporations, partnerships or other affiliated entities of the Company, past and investorspresent, along with its and their predecessors and successors and their respective directorsas well as Company’s employees, officers, employees, shareholders, stockholders, partnersdirectors, agents, attorneys, insurers, affiliates successors and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are claims related in any way related to eventsthe transactions or occurrences between Xx. Xxxxxxxxxx and the Company to date, actsto the fullest extent permitted by law, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims includeincluding, but are not limited to: (a) , Xx. Xxxxxxxxxx’x employment with the Company, and/or Xx. Xxxxxxxxxx’x transition from employment with the Company, and all claims other losses, liabilities, claims, charges, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way related to my connected with Xx. Xxxxxxxxxx’x employment with the Company. This release is intended to have the broadest possible application and includes, or the termination of that employment; (b) all claims related to my compensation or benefits from the Companybut is not limited to, including salaryany tort, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful terminationcommon law, and breach of the implied covenant of good faith and fair dealing; (d) all tort constitutional or other statutory claims, including including, but not limited to claims for fraud, defamation, emotional distress, and discharge in violation alleged violations of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, the California Labor Code or other claims arising under the federal Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act (of 1967, as amended), and all claims for attorneys’ fees, costs and expenses. Xx. Xxxxxxxxxx hereby expressly waives his right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by Xx. Xxxxxxxxxx or on Xx. Xxxxxxxxxx’x behalf, related in any way to the matters released herein.

Appears in 1 contract

Samples: Transition Agreement (Biosite Inc)

General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receivethis Agreement, I Executive, for Executive and Executive’s agents, representatives, successors, heirs and assigns, does hereby generally and completely release, acquit unconditionally release and forever discharge the Company and (plus its parentparents, subsidiarysubsidiaries, affiliates, predecessors, successors, and affiliated entities, any other entity related to it and investors, along with all of its and their predecessors past and successors and their respective present officers, directors, officersshareholders, attorneys, employees, shareholders, stockholders, partners, agents, attorneysrepresentatives, assigns, insurers, affiliates and assigns (collectively, the anyone else acting for any of them – all together Released PartiesReleasees”), of and from any and all claims, liabilities and obligationsdemands, both claims for relief, actions or causes of action of any type or nature whatsoever that now exist, known and or unknown, that arise from suspected or are in unsuspected, to the fullest extent allowed by law, including those based upon, relating to, and/or arising out of Executive’s employment with Company (including, but not limited to, any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”claims arising out of Executive’s Officer and/or Director positions with Company); and/or termination thereof. The Released Claims Such claims include, but are not limited to: , (ai) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) and all claims related to my compensation discrimination, harassment, or benefits from the Companyretaliation based on age (including Age Discrimination in Employment Act or “ADEA” claims), benefit entitlement, sex, sexual orientation, gender, gender identity, gender expression, race, color, concerted activity, religion, national origin, ethnicity, citizenship, immigration status, genetic information, disability, income source, jury duty, leave rights, military status, veteran status, parental status, protected off-duty conduct, union activity, whistleblower activity (including salaryXxxxxxxx-Xxxxx, bonusesXxxx-Xxxxx, commissionsand False Claims Act claims), other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, legally protected status or activity; or any other ownership allegation that payment under this Agreement was affected by any such discrimination, harassment or equity interests in the Companyretaliation; (cii) all claims for breach of contractany express or implied contracts, wrongful terminationcovenants, and breach of the implied covenant of good faith and fair dealingpromises or duties, intellectual property or other proprietary rights; (diii) all tort claimsclaims for pay, compensation, wages or benefits, including but not limited to bonuses, commissions, equity, expenses, incentives, insurance, paid/unpaid leave, profit sharing, or separation pay/benefits; (iv) all claims for fraud, defamationcompensatory, emotional or mental distress damages, punitive or liquidated damages, costs, fees or other expenses, including attorneys’ fees; (v) unlawful or tortious conduct such as assault or battery; background check violations; defamation; detrimental reliance; fiduciary breach; fraud; indemnification; intentional or negligent infliction of emotional distress; interference with contractual or other legal rights; invasion of privacy; loss of consortium; misrepresentation; negligence (including negligent hiring, and discharge in violation of retention, or supervision); personal injury; promissory estoppel; public policypolicy violation; retaliatory discharge; safety violations; posting or records-related violations; wrongful discharge; or other federal, state or local statutory or common law matters; and (evi) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, any participation in any class or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)collective action against any Releasee.

Appears in 1 contract

Samples: Confidential Separation Agreement and General Release (Akumin Inc.)

General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveYou unconditionally, I hereby generally irrevocably and completely release, acquit absolutely release and forever discharge the Company and its parent, subsidiaryCompany, and any parent and subsidiary corporations, divisions and affiliated entitiescorporations, partnerships or other affiliated entities of the Company, past and investorspresent, along with its and their predecessors and successors and their respective directorsas well as the Company’s employees, officers, employees, shareholders, stockholders, partnersdirectors, agents, attorneys, insurers, affiliates successors and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are claims related in any way related to eventsthe transactions or occurrences between them to date, actsto the fullest extent permitted by law, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims includeincluding, but are not limited to: (a) , your employment with the Company, the termination of your employment, and all claims other losses, liabilities, claims, charges, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way related to my connected with your employment with the Company. This release is intended to have the broadest possible application and includes, or the termination of that employment; (b) all claims related to my compensation or benefits from the Companybut is not limited to, including salaryany tort, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful terminationcommon law, and breach of the implied covenant of good faith and fair dealing; (d) all tort constitutional or other statutory claims, including including, but not limited to claims for fraud, defamation, emotional distress, and discharge in violation alleged violations of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, the California Labor Code or other claims arising under the federal Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act (of 1967, as amended), and all claims for attorneys’ fees, costs and expenses. You expressly waive your right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by you or on your behalf, related in any way to the matters released herein. However, this general release is not intended to bar any claims that, by statute, may not be waived, such as any challenge to the validity of your release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this Agreement.

Appears in 1 contract

Samples: Employment Agreement (Xilinx Inc)

General Release. In exchange As a material inducement for the consideration Company to be provided enter this Agreement and as a condition to me the right to receive Severance Pay, the Annual Discretionary Bonus and other benefits under the Employment Agreement that I am not otherwise entitled Severance Plan, Executive does hereby agree to receive, I hereby generally and completely release, acquit release and forever discharge the Company and its parent, subsidiaryCompany, and affiliated all of its respective current and former parent corporations, subsidiaries, affiliates, predecessors, successors, divisions, other related entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partnersassigns, agents, attorneys, insurersofficers, affiliates directors, employees, benefit plans and assigns fiduciaries thereof, and all of their respective current and former parent corporations, subsidiaries, affiliates, predecessors, successors, divisions, other related entities, assigns, agents, attorneys, officers, directors, employees, and heirs (collectively, the referred to herein as Released PartiesReleasees), of and ) from any and all claims, complaints, liabilities and obligationsor obligations of any kind whatsoever, both whether known and or unknown, that arise from arising in tort or are in any way related to eventscontract, actswhich Executive may have, conductnow has, or omissions occurring at has ever had arising from Executive’s employment with the Company or the termination thereof, or any time prior other matter or event that may have occurred as of the Effective Date of this Agreement, including, but not limited to, unpaid wages, salary, overtime compensation, bonuses, commissions or other compensation of any sort or any benefits arising out of Executive’s employment (including but not limited to claims relating to stock and/or stock options); any other claims arising under any federal, state, or local laws and regulations relating to employment or employment discrimination; or for costs, fees or other expenses, including the date that I sign this Release attorneys’ fees, incurred regarding these matters (collectively, the “Released Claims”). The Executive understands and agrees that the Released Claims include, but are not limited to: (a) , any and all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including complaints, liabilities or obligations under applicable federal, state or local statute, ordinance or common law, including, but not limited to claims for fraudto, defamation, emotional distress, and discharge in violation Title VII of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (1964, as amended)amended by the Civil Rights Act of 1991, 42 U.S.C. Section 1981, the federal Americans with With Disabilities Act Act, Sections 503 and 504 of 1990 (as amended)the Rehabilitation Act, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Older Workers’ Benefits Protection Act (“OWBPA”), the Executive Retirement Income Security Act, the Family and Medical Leave Act (“FMLA”), the California Labor Code Worker Adjustment and Retraining Notification Act (as amended“WARN”), the Equal Pay Act, the Uniform Services Employment and Reemployment Act of 1994, the Employee Retirement Income Security Act, the National Labor Relations Act (“NLRA”), the California Fair Employment and Housing Act (as amendedFEHA), the California Labor Code and the California Labor Code Private Attorneys General Act (PAGA). This release excludes claims for unemployment benefits, claims for worker’s compensation benefits, and any other claims, the release of which is prohibited by applicable state and/or federal law.

Appears in 1 contract

Samples: Separation Agreement and General Release (Nuvasive Inc)

General Release. In exchange for the consideration For good and valuable consideration, and in full and final settlement of any liabilities or obligations owed to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveyou, I however arising, you hereby generally and completely release, acquit release and forever discharge the Company and ATMI, as well as its parentemployees, subsidiaryagents, officers, directors, predecessors, subsidiaries, business units, divisions and affiliated entities, and investorseach of them, along with its and their predecessors and successors and their respective directorsfrom all debts, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknownpromises, that arise from covenants, agreements, contracts, endorsements, bonds, controversies, suits, actions, causes of action, judgments, damages, expenses, claims or are demands, in any way related to eventslaw or in equity, actswhich you ever had, conductnow have, or omissions occurring which you may have at any time prior to and including regarding any matter arising on or before the date that I sign of this Release (collectivelyAgreement, the “Released Claims”). The Released Claims include, including but are not limited to: (a) to all claims (whether known or unknown) regarding or arising out of or in any way related to my your employment with the Company, by ATMI or the termination thereof; any contract (express or implied); any claim for equitable relief or recovery of that employment; (b) all claims related to my compensation attorneys’ fees or benefits from the Companypunitive, compensatory, or other damages or monies, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or severance benefits (except as expressly provided herein); any other ownership or equity interests in the Companytort; (c) all claims for breach alleged fraud, concealment, negligence, negligent misrepresentation, promissory estoppel, quantum meruit, intentional or negligent infliction of contractemotional distress, wrongful terminationdischarge, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, sexual harassment, retaliationconstructive termination, attorneys’ feesretaliation and discrimination based upon age, penaltiesrace, color, sex, sexual orientation, marital status, religion, national origin, handicap, disability, or retaliation or any other claims arising factor protected by law. You acknowledge and agree that this release extends to, without limitation, any claim, asserted or unasserted (whether known or unknown), which could arise under Title VII of the federal Civil Rights Act of 1964 (as amended), 1964; the federal Americans with Disabilities Equal Pay Act of 1990 (as amended), 1963; the federal Age Discrimination in Employment Act of 1967 (as amended) (1967; the “ADEA”)Older Workers Benefit Protection Act of 1990; the Americans With Disabilities Act of 1990; the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Employee Retirement Income Security Act of 1974; the Civil Rights Act of 1991; the whistleblower provisions of the Xxxxxxxx-Xxxxx Act; the federal and Connecticut Family and Medical Leave Act (“FMLA”), Acts; the California Labor Code (as amended), and Arizona Civil Rights Act; the California Connecticut Fair Employment Practices Act; the Connecticut Free Speech law, Conn. Gen. Stat. § 31-51q; the Connecticut Whistleblower law, Con. Gen. Stat. § 31-51m; and Housing Act (any other federal, state or local laws, rules or regulations, whether equal employment opportunity laws, rules or regulations or otherwise, or any right under any pension, welfare, or stock plans; provided however, that nothing in this Agreement shall act as amended)a waiver of any vested and accrued benefits to which you may be entitled.

Appears in 1 contract

Samples: Atmi Inc

General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveEmployee and Employee’s heirs, I agents, representatives, administrators, and assigns hereby generally and completely release, acquit irrevocably waive and forever release and discharge the Company and its parentcurrent, subsidiaryfuture, and affiliated former affiliates, related entities, and investorsparents, along with its and their predecessors and successors and their respective directorsdivisions, subsidiaries, officers, directors, members, employees, shareholders, stockholders, partnersattorneys, agents, attorneysrepresentatives, insurers, affiliates reinsurers, predecessors, successors, and assigns (collectively, the “Released PartiesReleasees”), of and from any and all claimsclaims and liabilities of any nature whatsoever, liabilities and obligations, both known and unknown, that arise from fixed and contingent, arising out of, based on, or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my Employee’s employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from Employee’s employment with the Company, including salaryand any other dealings, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock optionstransactions, or events involving the Releasees occurring on or before the date Employee signs this Agreement, including but not limited to any other ownership federal, state, or equity interests in the Companylocal law, rule, or regulation, or common-law claim, including all claims under any federal, state, or local law or ordinance governing employment; (c) all claims for breach of contract; claims arising in tort; claims for wrongful discharge, wrongful terminationinterference with contractual or business relations, and discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, conspiracy, violation of public policy, promissory estoppel, detrimental reliance, and/or breach of the implied covenant of good faith and fair dealing; all rights and claims under the following laws, as amended, to the maximum extent permitted by law: Section 1981 of the Civil Rights Act of 1866; Title VII of the Civil Rights Act; the Americans with Disabilities Act; the Age Discrimination in Employment Act; the Older Workers Benefits Protection Act; the Federal Family and Medical Leave Act; the Worker Adjustment and Retraining Notification Act; the National Labor Relations Act; the Labor Management Relations Act; the Fair Credit Reporting Act; the Employee Retirement Income Security Act of 1974; the Occupational and Safety Health Act; the Equal Pay Act; the Uniformed Services Employment and Re-employment Act; the False Claims Act (d) all tort claimsincluding the qui tam provision thereof); the Consolidated Omnibus Budget Reconciliation Act of 1986; the Rehabilitation Act of 1973; the Electronic Communications Privacy Act of 1986 (including the Stored Communications Act); the Pennsylvania Human Relations Act; the Pennsylvania Whistleblower Law; and the Philadelphia Fair Practices Ordinance; and claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief, and attorney’s fees. This full release is for any relief, no matter how denominated, including but not limited to claims for fraudwages, defamationback pay, emotional distressfront pay, bonuses, benefits, compensatory, liquidated, or punitive damages, and discharge attorney’s fees. To the extent specifically required by applicable law, this Agreement and release does not prohibit Employee from participating in violation the investigation of, filing of public policy; and (e) all federala claim with, state, and local statutory claimsor testifying before a government agency, including but not limited the Equal Employment Opportunity Commission or state equivalent. Nevertheless, Employee represents and agrees that Employee has waived fully and completely any and all rights to claims for discriminationrecover any monetary and other relief in connection with a charge, harassment, retaliation, attorneys’ fees, penaltiescomplaint, or other claims arising under lawsuit pursued with such government agency concerning the federal Civil Rights Act of 1964 (as amended)Releasees, to the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)maximum extent permitted by law.

Appears in 1 contract

Samples: Confidential Separation Agreement and Release (Aravive, Inc.)

General Release. I, Xxxxxx X. Xxxx, understand and, of my own free will, enter into this General Release. In exchange for consideration of the payments, benefits, agreements, and other consideration to be provided to me under by Authentidate Holding Corp. (“AHC”) as described in the Employment Agreement that I am not otherwise entitled to receiveagreement of which this General Release is a part (such agreement, I hereby generally this General Release, together, the “Agreement”), Xxxxxx X. Xxxx, for himself or herself and completely releasefor his heirs, acquit and forever discharge the Company and its parentexecutors, subsidiaryadministrators, and affiliated entities, and investors, along with its and their predecessors and successors and their respective successors and assigns (collectively, “Employee”), HEREBY RELEASES AND FOREVER DISCHARGES, to the maximum extent permitted by law, Authentidate Holding Corp., its stockholders (solely in their capacity as stockholders of AHC), subsidiaries, affiliates, divisions, successors and assigns, their respective current and former officers, directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurerswhether as individuals or in their official capacity, affiliates and each of their respective successors and assigns (collectivelyhereinafter collectively referred to as “AHC”) of and from all or any manner of actions, the causes and causes of action, suits, debts, obligations, damages, complaints, liabilities, losses, covenants, contracts, controversies, agreements, promises, variances, trespasses, judgments and expenses (including attorneys’ fees and costs), extents, executions, claims and demands whatsoever at law or in equity (Released Partiesclaims”), specifically including by way of and from any and all claimsexample but not limitation, liabilities and obligations, both known and unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach Title VII of the implied covenant Civil Rights Acts of good faith 1964 and fair dealing1991, as amended; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (1866; the Employee Retirement Income Security Act of 1974, as amended); the National Labor Relations Act, as amended; the federal Americans with Disabilities Act of 1990 (as amended), 1990; the federal Age Discrimination in Employment Act of 1967 (1967, as amended) (; the “ADEA”)Worker Adjustment and Retraining Notification Act; the Pregnancy Discrimination Act; and all Federal, State and local statutes, regulations, decisional law and ordinances and all human rights, fair employment, contract and tort laws relating to Employee’s employment with AHC and/or the termination thereof including, again by way of example but without limitation, the federal Family New Jersey and Medical Leave Act (“FMLA”)New York Civil Rights Laws, the California Labor Code (New Jersey Law Against Discrimination, the New York Executive Law, the New York City Human Rights Law, the New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, any civil rights or human rights law, as amended)well as all claims for wrongful discharge, breach of contract, personal injury, defamation, mental anguish, injury to health and reputation, and sexual harassment, which Employee ever had, now has, or which Employee hereafter can, shall or may have for, upon or by reason of any matter, cause or thing whatsoever arising out of Employee’s employment by AHC or the California Fair Employment termination thereof, provided that this General Release shall not extend to (i) any rights, remedies, or claims Employee may have in enforcing the terms of this Agreement; (ii) any rights Employee may have to receive vested amounts under AHC’s stock option plan, 401-K or pension plans; (iii) Employee’s rights to medical benefit continuation coverage, on a self-pay basis, pursuant to federal law (COBRA); and Housing Act (iv) claims for indemnification (whether under state law, the Company's by-laws or otherwise) for acts performed as amended)an officer or director of the Company or any of its affiliates. Employee takes this action fully aware of Employee’s rights arising under the laws of the United States (and any State or local governmental entity thereof) and voluntarily waives and releases all such rights or claims under these or other laws, but does not intend to, nor is Employee waiving any rights or claims that may arise after the date that this Agreement is signed by Employee. The provisions of any laws providing in substance that releases shall not extend to claims which are at the time unknown to or unsuspected by the person executing such release, are hereby waived. Employee represents that Employee has been advised to and has had an opportunity to consult with an attorney and/or any other advisors of Employee’s choosing before signing this Agreement, and was given a period of twenty-one (21) days to consider this Agreement. Employee is permitted, at his discretion, to return the Agreement prior to the expiration of this 21-day period. Employee has relied only on the promises written in the Agreement, and not on any other promise made by AHC or any other entity or person. Employee has seven (7) days to revoke the Agreement after Employee signs it. The Agreement will not become effective or enforceable until AHC’s receipt back of Employee’s executed Agreement and the expiration of the seven day revocation period. Employee has read and understood the Agreement and enters into it knowingly and voluntarily.

Appears in 1 contract

Samples: Agreement and Release (Authentidate Holding Corp)

General Release. In exchange for the consideration provided by ServiceSource International, Inc. or its successor (the “Company”) to be provided to me the undersigned current or former employee of the Company (the “Employee”) under this Agreement or the Employment Agreement employment agreement between the Company and the Employee, that I am Employee is not otherwise entitled to receive, I and Employee hereby generally and completely release, acquit and forever discharge releases the Company and its parent, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates affiliates, and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign my signing this Release (collectively, the “Released Claims”)Agreement. The Released Claims includeThis general release includes, but are is not limited to: (a1) all claims arising out of or in any way related to my Employee’s employment with the Company, Company or the termination of that employment; (b2) all claims related to my Employee’s compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d4) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e5) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), Act; the California Labor Code (as amended), and the Employee Retirement Income Security Act; California Fair Employment and Housing Act (as amended ), any state labor code; the Equal Pay Act, of 1963, as amended).

Appears in 1 contract

Samples: Separation and Consulting Agreement and Release (Servicesource International, Inc.)

General Release. In exchange Except for the consideration obligations undertaken by the Company under this Agreement (and any right you have to be provided to me vested benefits under the Employment Agreement written terms of any employee benefit plan that I am not otherwise entitled is subject to receivethe vesting standards imposed by the Employee Retirement Income Security Act of 1974, I as amended (“Vested Benefits”)), you hereby generally release the Company, its parent and completely release, acquit subsidiary organizations and forever discharge the Company and its parent, subsidiaryrelated companies, and any company or individual employed by or affiliated entitieswith those organizations and each of their officers, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates representatives and assigns agents (collectively, the Released PartiesReleasees), of and ) from any and all claimsrights, liabilities actions, suits, claims or demands of all kinds and obligationsdescriptions that you ever had, both known and unknownnow have or hereafter can, that arise from shall or are in any way related to events, acts, conduct, may have against Releasees by reason of or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited toarising out of: (a) all claims arising out any act, matters or omissions of or in any way related to my Releasees; (b) your employment with the CompanyCompany or any of its subsidiaries and affiliates; (c) any events that may have occurred during the course of your employment, your hiring, or the termination of that your employment; or (bd) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership matters or equity interests in claims of any kind or nature arising on or before the Company; (c) date of your execution of this Agreement. This includes, without limitation, a release of any and all claims for bonus payments, holiday or vacation pay, overtime or other compensation, breach of contract, wrongful terminationdischarge, disability benefits, life, health and breach of the implied covenant of good faith and fair dealing; (d) all tort claimsmedical insurance, including but not limited to claims for fraudsick leave, defamationor any other fringe benefit, employment discrimination, emotional distress, and discharge in violation violations of public policy; and (e) all federal, statedefamation, fraudulent inducement, wrongful termination, severance pay, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees. You are also specifically releasing any rights or claims you may have, penaltiesif any, or other claims arising under under: the federal Civil Rights Family and Medical Leave Act; the Employee Retirement Income Security Act of 1964 (as amendedexcept for Vested Benefits), ; the federal Americans with Disabilities Act of 1990 (as amended), the federal Worker Adjustment Retraining and Notification Act; Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”) (which prohibits discrimination in employment based on age); Title VII of the Civil Rights Act of 1964 (which prohibits discrimination in employment based on race, color, national origin, religion or sex); the Rehabilitation Act; the Labor Management Relations Act, the Equal Pay Act (which prohibits paying men and women unequal pay for equal work), the Americans with Disabilities Act; Title II of the Genetic Information Non-Discrimination Act; the Fair Credit Reporting Act; the laws, rules, regulations, codes, ordinances and other sources of legal rights listed on Exhibit B to this Agreement; and any other federal, state or local laws or regulations prohibiting discrimination or retaliation in employment. This release covers all of the above-described claims that you or your heirs, executors, administrators, successors, and assigns now have, ever had or may hereafter have, whether known or unknown, suspected or unsuspected, up to and including the date of this Agreement. You hereby expressly agree that this Agreement shall extend and apply to all unknown, unsuspected and unanticipated injuries and damages, as well as any that are now disclosed, arising prior to your execution of this Agreement. This release does not extend to those rights, which as a matter of law cannot be waived. Nothing in this Agreement shall limit your right to file a charge or complaint with any state or federal Family agency or to participate or cooperate in such a proceeding. However, to the maximum extent permitted by law, you agree that if such an administrative claim is made, with the exception of any claims with the Securities and Medical Leave Exchange Commission, you shall not be entitled to recover any individual monetary relief or other individual remedies. If any claim is not subject to release, to the extent permitted by law, you waive 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 any Releasee is a party. Subject to the exceptions outlined in Paragraph 20 of this Agreement, you further agree, promise and covenant that, to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has or will file a lawsuit for damages or other relief (including injunctive, declaratory, monetary relief or other) against Releasees involving any claim which you have released in this Agreement. This Agreement shall not affect your rights under the Older Workers Benefit Protection Act (“FMLAOWBPA)) to have a judicial determination of the validity of this release and waiver. By signing this Agreement, you are forever giving up your rights to make the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)aforementioned claims or demands.

Appears in 1 contract

Samples: Acorda Therapeutics Inc

General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveConsideration, I Executive, on behalf of himself, his heirs and legal representatives, hereby generally and completely release, acquit and forever discharge release each member of the Company and its parentGroup, subsidiary, and affiliated entities, and investors, along with its and their predecessors and successors and their respective current and former directors, officers, employees, shareholders, stockholders, partners, general partners, limited partners, managers, members, managing directors, operating affiliates, agents, attorneys, predecessors, successors, subsidiaries, insurers, affiliates assigns and assigns affiliated entities (collectively, the “Released Parties”), ) of and from any and all claims, liabilities and obligations, both known and unknown, that arise arising from or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including or on the date that I sign Executive signs or reaffirms this Release Agreement (collectively, the “Released Claims”). The Released Claims include, but are not limited to: , (a) all claims arising out of from or in any way related to my Executive’s employment or other participation in connection with any of the CompanyReleased Parties, or the termination of that employmentemployment or participation; (b) all claims related to my compensation or benefits from the Companybenefits, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, or fringe benefits, stock, stock options, equity or any other ownership equity-based compensation or equity interests in the Companyprofit sharing; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) without limiting the forgoing, all federal, state, and local statutory claims, including but not limited to including, without limitations, claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Sxxxxxxx-Xxxxx Act of 1990 (as amended)2002, the federal Age Discrimination in Employment Act of 1967 (Act, as amended) (amended by the “ADEA”)Older Worker Benefit Protection Act, the federal Americans with Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act (“FMLA”)Act, the California Labor Code Worker Adjustment and Retraining Notification Act any claims arising under analogous state laws or local ordinances or regulations. In giving the releases set forth in this Agreement, which include claims which may be unknown to Executive at the time of entering into or reaffirming this Agreement, Executive hereby expressly waives and relinquishes all rights and benefits under any law or legal principle in any jurisdiction with respect to Executive’s release of claims herein, including but not limited to the release of unknown and unsuspected claims. Executive acknowledges that the consideration given for the waiver and release in this Agreement (as amended)including the Consideration) is in addition to anything of value to which Executive is already entitled. Notwithstanding anything to the contrary in this Section 4, Executive is not prohibited from making or asserting, and Executive is not waiving: (a) Executive’s rights under this Agreement; (b) any claims for unemployment compensation, workers’ compensation or state disability insurance benefits pursuant to the California Fair Employment terms of applicable state laws; (c) any claim for vested benefits under any Company-sponsored retirement or welfare benefit plan; (d) Executive’s rights, if any, to indemnification pursuant to the Company’s D&O policies; (e) any claim that arises based on events or facts arising at any time after the date of execution or reaffirmation of this Agreement; and Housing Act (as amended)f) any other right that is not able to be released under applicable law.

Appears in 1 contract

Samples: Separation and Consulting Agreement and General Release (Interpace Biosciences, Inc.)

General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveEmployee, I on behalf of herself and her personal representatives, agents, heirs, and assigns, hereby generally releases and completely releaseagrees not to sue the Company, acquit and forever discharge the Company and its parentdirect or indirect parent and subsidiary corporations, subsidiarydivisions and affiliated corporations, and partnerships or other affiliated entities, past and investorspresent, along with its as well as their past and their predecessors and successors and their respective directorspresent employees, officers, employees, shareholders, stockholders, partnersdirectors, agents, attorneyscontractors, heirs, successors, insurers, affiliates attorneys, and assigns (collectively, the “Released Parties”), of and from for any and all claims, liabilities and obligations, both known and unknown, that arise from or are related in any way related to eventsthe transactions or occurrences between them to date, actsto the fullest extent permitted by law, conductincluding, or omissions occurring at any time prior to but not limited to, Employee’s employment with the Company and including the date that I sign this Release termination of Employee’s employment (collectively, the “Released ClaimsGeneral Release”). The Released Claims includeGeneral Release is intended to have the broadest possible application and includes, but are is not limited to: (a) all claims arising out of or in , any way related to my employment with the Companytort, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful terminationcommon law, and breach of the implied covenant of good faith and fair dealing; (d) all tort constitutional or other statutory claims, including including, but not limited to claims for fraud, defamation, emotional distress, and discharge in violation alleged violations of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Title VII of the Civil Rights Act of 1964 (1964, as amended), Employee Retirement Income Security Act of 1974, the federal Americans with Disabilities Act of 1990 (as amended)Act, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”)Equal Pay Act, the federal Family and Medical Leave Act (“FMLA”)Act, the California Texas Constitution, Chapters 21 and 451 of the Texas Labor Code (as amended)Code, and the California Fair Employment and Housing Act, the California Family Rights Act, the California Investigative Consumer Reporting Agencies Act, the California Labor Code, the California Business & Professions Code and the California Constitution, all wage claims, wrongful termination claims, discrimination claims, harassment claims, retaliation claims, and any and all claims arising under any federal, state, local or other governmental statute, law, regulation or ordinance, and all claims for attorney’s fees, costs and expenses. Employee expressly waives Employee’s right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by Employee or on Employee’s behalf, related in any way to the matters released herein. This Agreement expressly releases claims under the False Claims Act to the fullest extent permitted by law. To the extent that a court of competent jurisdiction were to conclude that pre-filing releases of claims under the False Claims Act are not enforceable absent government knowledge of the alleged claims, the Parties agree that Employee will be permitted to participate in any legal proceedings under the False Claims Act. But, Employee specifically waives any rights she may have to receive any monetary award from such proceedings. EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “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 AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” EMPLOYEE, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS EMPLOYEE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. Employee agrees that the release set forth in this section shall be and remains in effect in all respects as a complete general release as to the matters released. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to report possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation and any right to receive an award for information provided thereunder, Employee’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission (the “EEOC”), or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company for discrimination (with the understanding that Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company or any Released Party for any alleged discriminatory treatment), claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law, claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims for indemnity under the bylaws of the Company, as amended)provided for by California or Delaware law or under any applicable insurance policy or pursuant to the Indemnification Agreement with respect to Employee’s liability as an employee, director or officer of the Company, and any claims to any benefit entitlements vested as of the Separation Date pursuant to written terms of any employee benefit plan of the Company or its affiliates and Employee’s right under applicable law.

Appears in 1 contract

Samples: Separation Agreement and General Release of Claims (5E Advanced Materials, Inc.)

General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveyou by this Agreement, I you hereby generally and completely release, acquit and forever discharge the Company release SST and its parent, subsidiary, current and affiliated entities, and investors, along with its and their predecessors and successors and their respective former directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates affiliates, and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related to out of events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign your signing this Release (collectively, the “Released Claims”)Agreement. The Released Claims includeThis general release includes, but are is not limited to: (a) all claims arising out of or in any way related to my your employment with the Company, or the termination of that employmentSST; (b) all claims related to my your compensation or benefits from the CompanySST, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereofpay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanySST; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys' fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “"ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended"), and the California Fair Employment and Housing Act (as amended). Notwithstanding the foregoing, nothing in this Agreement shall prevent you from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission or the California Department of Fair Employment and Housing, except that you acknowledge and agree that you shall not recover any monetary benefits in connection with any such claim, charge or proceeding with regard to any claim released herein. Further, nothing in this Agreement shall (a) prevent either party from filing any claim arising from any breach of the terms of this Agreement, or (b) release SST from any of its indemnification obligations to you pursuant to your March 2000 Indemnity Agreement with SST, SST's Bylaws or Articles of Incorporation, or statutory or common law.

Appears in 1 contract

Samples: Silicon Storage Technology Inc

General Release. In exchange consideration for the consideration severance pay and benefits to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveSeverance Agreement, I Executive, for Executive and Executive’s agents, representatives, successors, heirs and assigns, does hereby generally and completely release, acquit unconditionally release and forever discharge the Company and (plus its parentparents, subsidiarysubsidiaries, affiliates, predecessors, successors, and affiliated entities, any other entity related to it and investors, along with all of its and their predecessors past and successors and their respective present officers, directors, officersshareholders, attorneys, employees, shareholders, stockholders, partners, agents, attorneysrepresentatives, insurersassigns, affiliates and assigns (collectively, the anyone else acting for any of them – all together Released PartiesReleases”), of and from any and all claims, liabilities and obligationsdemands, both claims for relief, actions or causes of action of any type or nature whatsoever that now exist, known and or unknown, that arise from suspected or are in unsuspected, to the fullest extent allowed by law, based upon, relating to, and/or arising out of Executive’s employment with Company (including, but not limited to, any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign this Release (collectively, the “Released Claims”claims arising out of Executive’s Officer and/or Director positions with Company); and/or termination thereof. The Released Claims Such claims include, but are not limited to: , (ai) all claims arising out of or in any way related to my employment with the Company, or the termination of that employment; (b) and all claims related to my compensation discrimination, harassment, or benefits from the Companyretaliation based on age (including Age Discrimination in Employment Act or “ADEA” claims), benefit entitlement, sex, sexual orientation, gender, gender identity, gender expression, race, color, concerted activity, religion, national origin, ethnicity, citizenship, immigration status, genetic information, disability, income source, jury duty, leave rights, military status, veteran status, parental status, protected off-duty conduct, union activity, whistleblower activity (including salaryXxxxxxxx-Xxxxx, bonusesXxxx-Xxxxx, commissionsand False Claims Act claims), other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, legally protected status or activity; or any other ownership allegation that payment under this Agreement was affected by any such discrimination, harassment or equity interests in the Companyretaliation;; (cii) all claims for breach of contractany express or implied contracts, wrongful terminationcovenants, and breach of the implied covenant of good faith and fair dealingpromises or duties, intellectual property or other proprietary rights; (diii) all tort claimsclaims for pay, compensation, wages or benefits, including but not limited to bonuses, commissions, equity, expenses, incentives, insurance, paid/unpaid leave, profit sharing, or separation pay/benefits; (iv) all claims for fraud, defamationcompensatory, emotional or mental distress damages, punitive or liquidated damages, costs, fees or other expenses, including attorneys’ fees; (v) unlawful or tortious conduct such as assault or battery; background check violations; defamation; detrimental reliance; fiduciary breach; fraud; indemnification; intentional or negligent infliction of emotional distress; interference with contractual or other legal rights; invasion of privacy; loss of consortium; misrepresentation; negligence (including negligent hiring, and discharge in violation of retention, or supervision); personal injury; promissory estoppel; public policypolicy violation; retaliatory discharge; safety violations; posting or records-related violations; wrongful discharge; or other federal, state or local statutory or common law matters; and (evi) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, any participation in any class or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)collective action against any Release.

Appears in 1 contract

Samples: Confidential Separation Agreement (Akumin Inc.)

General Release. In exchange for the consideration to be provided to me under transition pay and the Employment Agreement that I am other benefits contained in this Agreement, most of which are benefits you were not otherwise entitled to receive, I hereby generally you and completely release, acquit your successors and assigns forever release and discharge the Company and its parentCompany, subsidiaryany of the Company’s parents, subsidiaries, affiliates, or related entities, any Company-sponsored employee benefit plans in which you participate, and affiliated entities, and investors, along with its and their predecessors and successors and all of their respective officers, directors, officersshareholders, trustees, agents, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates employees’ spouses and all of their successors and assigns (collectively, the collectively “Released Parties”), of and ) from any and all claims, liabilities actions, causes of action, rights, or damages, including costs and obligationsattorneys’ fees (collectively “Claims”) which you may have, both known and known, unknown, that arise from or are in any way related to events, acts, conduct, or omissions occurring at any time later discovered which arose prior to and including the date that I sign you signed this Agreement. This General Release (collectively, the “Released Claims”). The Released Claims includeincludes, but are is not limited to: (a) all claims arising out of or in , any way related to my employment with the Company, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or Claims under any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federallocal, state, and local statutory claimsor federal laws prohibiting discrimination in employment, including but not limited to claims for discriminationwithout limitation, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (as amended)Acts, the federal Americans with Disabilities Act of 1990 (as amended)Act, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”)Act, the federal Older Workers Benefit Protection Act, or the Washington State Law Against Discrimination, or Claims under the Employee Retirement Income Security Act, or Claims under any federal, state or local leave laws, including without limitation the Family and Medical Leave Act (“FMLA”)Act, or Claims for unpaid salary, wages, commissions, bonuses or other compensation under any federal, state or local wage and hour laws or wage claim statutes, or Claims alleging any legal restriction on the California Labor Code (as amended)Company’s right to terminate its employees, or any personal injury Claims, including, without limitation, wrongful discharge, defamation, tortious interference with business expectancy or emotional distress, or any Claims alleging breach of express or implied employment contract. This release, however, will not prevent you from bringing a Claim for COBRA benefits, unemployment benefits, vested 401(k) or other retirement benefits. You represent that you have not filed any Claim that was released in this Agreement against the Company or its Released Parties with any court or government agency, and that you will not, to the California Fair Employment extent allowed by applicable law, file such a Claim at any time in the future; provided, however, that this will not limit you from filing a Claim to enforce the terms of this Agreement. Additionally, if any government agency brings any Claim or conducts any investigation against the Company, nothing in this Agreement forbids you from cooperating in such proceedings, but by signing this Agreement, you waive and Housing Act (agree to relinquish any damages or other individual relief that may be awarded as amended)a result of any such proceedings.

Appears in 1 contract

Samples: Transition Agreement (Evergreenbancorp Inc)

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