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)
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 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 5 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, 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: Employment Agreement (HTG Molecular Diagnostics, Inc), Employment Agreement (HTG Molecular Diagnostics, Inc), Employment Agreement (HTG Molecular Diagnostics, 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 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 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 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 5 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, 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), Executive Employment Agreement (Xencor Inc), Executive Employment Agreement (Xencor 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 4 contracts
Samples: Executive Employment Agreement (KL Energy Corp), Executive Employment Agreement (KL Energy Corp), Executive Employment Agreement (Omni Bio Pharmaceutical, 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 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 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: Transition and Retirement Agreement, Transition and Retirement Agreement (Onyx Pharmaceuticals Inc)
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: Severance Agreement (Onyx Pharmaceuticals Inc), Separation Agreement (Onyx Pharmaceuticals 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: Executive 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 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 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: Settlement Agreement, Settlement Agreement (Marina Biotech, 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.
(b) In exchange for the conditions set forth in this Agreement, the Company hereby generally and completely releases you of and from any and all claims, liabilities and obligations, both known and unknown, in law or in equity, by contract, or otherwise, arising from or related to events, acts, or omissions occurring prior to or on the date you sign this Agreement, in each case, solely related to the pledges and subsequent forced sales of the Company’s securities sold by you and your spouse in November 2021.
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 consideration for receiving the consideration severance benefits and payment described in Section 3 and Section 4 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 under the Employee Retirement Income Security Act (ERISA); 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, retaliationor retaliation based on sex, attorneys’ feesage, penaltiesrace, national origin, disability or on any other claims arising protected basis, under 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 1967, the Americans with Disabilities Act, the Maryland anti-discrimination laws (Title 20 of the State Government Article of the Maryland Annotated Code), the Fair Employment Practices Act of the State of Maryland, or any other federal, state, or local law prohibiting discrimination, harassment and/or retaliation, and all other federal, state and local laws, ordinances and regulations. You covenant not to sue the Released Parties 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 the Released Parties, except as amendedrequired 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 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 state legislature. 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 (i) your indemnification rights under the Indemnification Agreement entered into by and between you and the Company dated January 7, 2021 (the “ADEAIndemnification Agreement”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), ) and the California Fair Employment Company’s internal governing documents, or (ii) any claim which, as a matter of law, cannot be released by private agreement. If any provision of the waiver and Housing Act (as amended)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 2 contracts
Samples: Separation Agreement (Clover Health Investments, Corp. /De), Separation Agreement (Clover Health Investments, Corp. /De)
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 Except as provided below in Section 2.6, I, for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receivemyself and on behalf of my heirs, I executors and personal representatives, hereby generally unconditionally, irrevocably and completely release, acquit absolutely release and forever discharge the Company and its parent, subsidiaryVerisign, and any parent and subsidiary corporations, divisions and affiliated entitiescorporations, benefit plans, partnerships or other affiliated entities of Verisign, past and present, and investors, along with its each of their current and their predecessors and successors and their respective directorsformer employees, officers, employees, shareholders, stockholders, partnersdirectors, agents, attorneyspurchasers, insurers, affiliates successors and assigns (collectively, the “Released Parties”), of ) from and from against any and all claimsliability, liabilities damages, actions and obligationsclaims of any kind whatsoever, both known and unknown, that arise from I may now have or are may have had, or thereafter claim to have had, on behalf of myself or any other person or entity, at any time, arising out of, or related in any way related to eventsto, acts, conduct, any acts or omissions done or occurring at any time in whole or in part prior to and including the date that I sign of this Release (collectivelyAgreement, to the “Released Claims”). The Released Claims includefullest extent permitted by law, including, but are not limited to: (a) , all claims such matters arising out of of, or related in any way related to to, my employment or the termination of my employment with the Company. This release is intended to have the broadest possible application and includes, or but is not limited to, the termination release of that employment; (b) all claims related to my compensation or benefits from the Companyany tort, 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 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 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 and comparable provisions of the Code of Virginia, including Title 40.1 (as amendedLabor and Employment), and the California Fair Employment and Housing Act and comparable provisions of the Code of Virginia, including Title 36 (Housing), Title VII of the Civil Rights Act of 1964, the Worker Adjustment and Retraining Notification Act, the Americans with Disabilities Act, the Older Workers Benefit Protection Act, the Age Discrimination in Employment Act of 1967, as amended), the Equal Pay Act of 1963, the Employee Retirement Income Security Act, or any other federal, state or local law, regulation, or ordinance and all claims for attorneys’ fees, costs and expenses.
Appears in 2 contracts
Samples: Separation & General Release of Claims Agreement (Verisign Inc/Ca), Separation & General Release of Claims Agreement (Verisign Inc/Ca)
General Release. In exchange For valuable consideration, the adequacy of which is hereby acknowledged, the undersigned (“Executive”), for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receivehimself, I hereby generally his spouse, heirs, administrators, children, representatives, executors, successors, assigns, and completely releaseall other persons claiming through Executive, acquit if any (collectively, “Releasers”), knowingly and voluntarily releases and forever discharge the Company and discharges Molson Coors Brewing Company, its parentaffiliates, subsidiarysubsidiaries, and affiliated entitiesdivisions, and investors, along with its and their predecessors and successors and their respective directorsassigns and the current, future and former employees, officers, employeesdirectors, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates trustees and assigns agents thereof (collectively, the collectively referred to throughout this General Release as “Released PartiesCompany”), of and ) from any and all claims, causes of action, demands, fees and liabilities and obligationsof any kind whatsoever, both whether known and unknown, that arise from against Company, Executive has, has ever had or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including may have as of the date that I sign of execution of this Release (collectivelyGeneral Release, the “Released Claims”). The Released Claims includeincluding, but are not limited to, any alleged violation of: (a) all claims arising out of or in any way related to my employment with the Company• The National Labor Relations Act, or the termination of that employmentas amended; (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); • The Civil Rights Act of 1991; • Sections 1981 through 1988 of Title 42 of the United States Code, the federal as amended; • The Employee Retirement Income Security Act of 1974, as amended; • The Immigration Reform and Control Act, as amended; • The Americans with Disabilities Act of 1990 (1990, as amended), the federal ; • The Age Discrimination in Employment Act of 1967 (1967, as amended) (the “ADEA”); • The Older Workers Benefit Protection Act of 1990; • The Worker Adjustment and Retraining Notification Act, the federal as amended; • The Occupational Safety and Health Act, as amended; • The Family and Medical Leave Act of 1993; • Any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance; or • Any public policy, contract, tort, or common law. Notwithstanding anything herein to the contrary, this General Release shall not apply to: (“FMLA”), the California Labor Code (i) Executive’s rights of indemnification and directors and officers liability insurance coverage to which he was entitled immediately prior to DATE with regard to his service as amended), and the California Fair Employment and Housing Act (as amended).an officer of
Appears in 2 contracts
Samples: Employment Agreement (Molson Coors Brewing Co), Employment Agreement (Molson Coors Brewing Co)
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. 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: Severance Agreement (Sheffield Pharmaceuticals Inc), Severance Agreement (Sheffield Pharmaceuticals 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 for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receive1.1 Executive unconditionally, I hereby generally irrevocably and completely release, acquit absolutely releases and forever discharge the Company and its parent, subsidiarydischarges Company, and any parent and subsidiary corporations, divisions 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, employeesdirectors, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates successors and assigns (collectively, the “Released Parties”)) from: all claims related in any way to the transactions or occurrences between them to date to the fullest extent permitted by law, including, but not limited to, Executive’s employment with Company, the termination of and from any Executive’s employment with Company, and all other losses, liabilities, claims, liabilities charges, demands and obligationscauses of action, both known and unknown, that arise from suspected and unsuspected, arising directly 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 indirectly out of or in any way related to my connected with Executive’s employment with Company. This release is intended to have the Companybroadest 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, constitutional or other statutory claims arising under local, state and breach of the implied covenant of good faith and fair dealing; (d) all tort claimsfederal law, including including, but not limited to claims for fraudto, 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 Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964 (as amended)1964, the federal Americans with Disabilities Act of 1990 (as amended)Act, and the federal Age Discrimination in Employment Act of 1967 1967, as amended (as amended) (the “ADEA”), all claims for reprisal and retaliation under federal and state law; any claims for back pay, front pay, liquidated damages, compensatory and punitive damages, and injunctive relief; and all claims for attorneys’ fees, costs and expenses. However, this general release is not intended to bar or release any claims that, by statute, may not be waived, such as claims for workers’ compensation benefits, unemployment insurance benefits, statutory indemnity and any challenge to the federal Family validity of Employee’s release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this Separation Agreement.
1.2 Executive acknowledges and Medical Leave Act (“FMLA”)agrees that Executive may discover facts or law different from, or in addition to, the California Labor Code (as amended)facts or law that Executive knows or believes to be true with respect to the claims released in this Agreement and agree, nonetheless, that this Agreement and the releases contained in it shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them.
1.3 Executive declares and represents that Executive intends this Agreement to be complete and not subject to any claim of mistake, and that the California Fair Employment release herein expresses a full and Housing Act complete release of all claims, known and unknown, suspected and unsuspected and, regardless of the adequacy or inadequacy of the consideration, Executive intends the release herein to be final and complete. Executive executes this release with the full knowledge that this release covers all possible claims against the Released Parties, to the fullest extent permitted by law.
1.4 Executive waives Executive’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 Executive, or on Executive’s behalf, related in any way to the matters released herein.
1.5 The general release and other provisions contained in this Section 1 (the “Release”) and the terms of Section 2 below shall become effective immediately upon execution of this Agreement by the parties; provided, however, that to the extent the Release and the terms of Section 2 relate to age discrimination under the ADEA they shall not be effective until the Effective Date of this Agreement, as amended)described in Section 11.4 below.
Appears in 2 contracts
Samples: Change in Control Agreement (Thermo Fisher Scientific Inc.), Change in Control Agreement (Life Technologies Corp)
General Release. In exchange for consideration of the consideration to be Separation Payments provided to me you under the Employment Agreement that I am not otherwise entitled to receiveAgreement, I hereby generally and completely release, acquit and forever discharge the Company and its parent, subsidiaryyou, and affiliated entitieseach of your heirs, and investorsexecutors, along with its and their predecessors and successors and their respective directorsadministrators, officers, employees, shareholders, stockholders, partnersrepresentatives, agents, attorneys, insurers, affiliates successors and assigns (collectively, the “Released PartiesReleasors”)) hereby irrevocably and unconditionally release and forever discharge the Company Group and its parent, and each of their subsidiaries, affiliates and joint venture partners, and all of their past and present directors, officers, employees, consultants, founders, owners, shareholders, representatives, members, attorneys, partners, insurers, benefit plans and agents, and all of their predecessors, successors and assigns (collectively, the “Releasees”) from any and all claims, liabilities and actions, causes of action, suits, controversies, cross-claims, counter-claims, rights, judgments, obligations, both compensatory damages, liquidated damages, punitive or exemplary damages, any other damages, demands, accountings, debts, claims for costs and attorneys’ fees, losses or liabilities of whatever kind or character in law and in equity and any other liabilities, known and or unknown, that arise from suspected or are in unsuspected 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 nature whatsoever (collectively, the “Released Claims”). The Released , including, without limitation, any Claims includeunder Title VII of the Civil Rights Act, but are not limited to: (a) all claims as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended, the Civil Rights Act of 1991, as amended, the Worker Adjustment and Retraining Notification Act, as amended, and any other Claims under any federal, state, local or foreign law, act, statute, code, order, judgment, injunction, ruling, decree, writ, ordinance or regulation arising out of from or in any way related to my (i) your employment with the Company, Company Group or the termination of such employment, at any time prior to the Effective Date and/or the Reaffirmation Date (as applicable), (ii) any agreement entered into as part of your employment with the Company Group with any of the Releasees, and/or (iii) any awards, policies, plans, programs or practices of any of the Releasees that employmentmay apply to you or in which you may participate; (bprovided, however, that the release set forth in this Section 9(a) will not apply to the obligations of the Company under the Agreement. The Releasors further agree that the Separation Payments will be in full satisfaction of any and all claims related to my compensation Claims for payments or benefits from benefits, whether express or implied, that the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay Releasors may have against the Releasees arising out of your employment with the Company Group and the redemption termination thereof, expense reimbursements, fringe benefits, stock, stock options, or . This Section 9(a) does not apply to any other ownership or equity interests in Claims that the Company; (c) all claims for breach of contract, wrongful termination, and breach Releasors may have as 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 Effective Date 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 (1967, as amended by the Older Workers Benefit Protection Act of 1990, as amended) , and the applicable rules and regulations promulgated thereunder (the “ADEA”), . Claims arising under ADEA are addressed in Section 9(f) of 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.
Appears in 2 contracts
Samples: Separation Agreement (Amplify Energy Corp), Separation Agreement (Amplify Energy Corp)
General Release. In exchange for the consideration to be benefits 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, subsidiaryyou by ConAgra Foods, and affiliated entitiesexcept for ConAgra Foods’ obligations hereunder, you hereby release ConAgra Foods, and investorseach of its subsidiaries, along with its and their predecessors and successors and their respective agents, directors, officers, employees, shareholders, stockholders, partners, agentsrepresentatives, attorneys, insurersaffiliates, affiliates and assigns its and their predecessors, successors, heirs, executors, administrators and assigns, and all persons acting by, through, or under or in concert with any of them (collectively, the collectively “Released PartiesReleasees”), or any of them, of and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way claims related to eventsConAgra Foods of any nature whatsoever, actsin law or equity, conductwhich you ever had, now have, or omissions occurring at any time prior may have had relating to and including the date that I sign this Release your employment, or termination of employment (collectively, the “Released Claims”). The Released Claims include, but are not limited to: This includes (ai) all claims arising out of or in any way related Claims relating 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 compensationovertime, vacation pay and the redemption thereofpay, 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 claimsincentive bonus plans, including but not limited to claims for fraudthe MIP and/or the SIP; and/or separation pay, defamation, emotional distressstock options, and discharge in violation of public policy; any and all other fringe benefits, for which you were eligible during your employment and (eii) all Claims under any employment agreement, change-in-control agreement or other agreements between you and ConAgra Foods, and/or its Releasees; (iii) and all Claims you may have against ConAgra Foods and/or its Releasees under Title VII of the Civil Rights Act of 1964; the Employee Retirement Income Security Act of 1974; the Americans with Disabilities Act; the Age Discrimination in Employment Act; the Older Workers Benefit Protection Act; the Family and Medical Leave Act; or any other federal, state, or local law or regulation regarding your employment or termination of employment. Nothing in this Agreement shall interfere with your right to initiate, cooperate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission, or any other federal or state regulatory or law enforcement agency. However, the consideration provided to you in this Agreement shall be the sole relief provided to you for the Claims that are released herein and local statutory claimsyou will not be entitled to recover and agree to waive any monetary benefits or recovery against ConAgra Foods and/or its Releasees in connection with any such Claim without regard to who has brought such Claim. Furthermore, including but this release shall not limited cover rights to claims for discrimination, harassment, retaliation, attorneys’ indemnification and advancement of legal fees, penaltiescoverage under directors and officers liability insurance, bested benefits 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)equity.
Appears in 2 contracts
Samples: Transition and Separation Agreement (Conagra Foods Inc /De/), Transition and Separation Agreement (Conagra Foods Inc /De/)
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: Merger Agreement (Fidelity D & D Bancorp Inc), Merger Agreement (Fidelity D & D Bancorp 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 valuable consideration, the adequacy of which is hereby acknowledged, the undersigned ("Executive"), for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receivehimself, I hereby generally his spouse, heirs, administrators, children, representatives, executors, successors, assigns, and completely releaseall other persons claiming through Executive, acquit if any (collectively, "Releasers"), knowingly and voluntarily releases and forever discharge the Company and discharges Molson Coors Brewing Company, its parentaffiliates, subsidiarysubsidiaries, and affiliated entitiesdivisions, and investors, along with its and their predecessors and successors and their respective directorsassigns and the current, future and former employees, officers, employeesdirectors, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates trustees and assigns agents thereof (collectively, the “Released Parties”), of and collectively referred to throughout this General Release as "Company") from any and all claims, causes of action, demands, fees and liabilities and obligationsof any kind whatsoever, both whether known and unknown, that arise from against Company, Executive has, has ever had or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including may have as of the date that I sign of execution of this Release (collectivelyGeneral Release, the “Released Claims”). The Released Claims includeincluding, but are not limited to, any alleged violation of: (a) all claims arising out of or in any way related to my employment with the Company• The National Labor Relations Act, or the termination of that employmentas amended; (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); • The Civil Rights Act of 1991; • Sections 1981 through 1988 of Title 42 of the United States Code, the federal as amended; • The Employee Retirement Income Security Act of 1974, as amended; • The Immigration Reform and Control Act, as amended; • The Americans with Disabilities Act of 1990 (1990, as amended), the federal ; • The Age Discrimination in Employment Act of 1967 (1967, as amended) (the “ADEA”); • The Older Workers Benefit Protection Act of 1990; • The Worker Adjustment and Retraining Notification Act, the federal as amended; • The Occupational Safety and Health Act, as amended; • The Family and Medical Leave Act of 1993; • Any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance; or • Any public policy, contract, tort, or common law. Notwithstanding anything herein to the contrary, this General Release shall not apply to: (“FMLA”)i) Executive's rights of indemnification and directors and officers liability insurance coverage to which he was entitled immediately prior to [DATE] with regard to his service as an officer of Company; (ii) Executive's rights under any tax-qualified pension or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by Company or under COBRA; (iii) Executive's rights under the California Labor Code provisions of the Company's Executive Continuity and Protection Program which are intended to survive termination of employment; or (iv) Executive's rights as amended), and the California Fair Employment and Housing Act (as amended)a stockholder. Excluded from this General Release are any claims which cannot be waived by law.
Appears in 2 contracts
Samples: Employment Agreement (Molson Coors Brewing Co), Employment Agreement (Molson Coors Brewing Co)
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: Separation Agreement (Life360, Inc.), Separation Agreement (Life360, Inc.)
General Release. In exchange consideration for the consideration separation pay and benefits to be provided to me under the Section of my employment agreement dated [INSERT DATE] (“Employment Agreement”), (to which this Waiver and Release Agreement that I am not otherwise entitled has been attached) (such pay and benefits hereinafter collectively referred to receiveas “Separation Compensation”), I I, on behalf of myself and my heirs, executors, administrators, attorneys and assigns, hereby generally and completely releasewaive, acquit release and forever discharge inVentiv Health, Inc. (hereinafter referred to as the Company “Company”) and its the Company’s parent, subsidiarysubsidiaries, divisions and affiliated entitiesaffiliates, and investorswhether direct or indirect, along with its and their predecessors joint ventures and successors joint venturers (including its and their respective directors, officers, employees, shareholders, stockholdersmembers, partners, partners and agents, attorneyspast, present, and future, insurers, affiliates employee benefit plans), 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 claimsknown or unknown actions, causes of action, claims or liabilities and obligations, both known and unknown, that arise from of any kind which have or are in any way could be asserted against the Releasees 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 any time prior of the other Releasees and/or any other occurrence up to and including the date that I sign of this Waiver and Release (collectivelyAgreement, the “Released Claims”). The Released Claims includeincluding, but are not limited to: :
(a) all claims claims, actions, causes of action or liabilities 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 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 (Act, as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (Act, as amended) amended (the “ADEA”), the federal Employee Retirement Income Security Act, as amended, the Rehabilitation Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, Worker Adjustment and Retraining Notification Act, as amended, the Xxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Consumer Protection and Wall Street Reform Act, the False Claims Act, and/or any other federal, state, municipal, or local employment discrimination statutes or ordinances (including, but not limited to, claims based on age, sex, attainment of benefit plan rights, race, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and veteran status); and/or
(b) claims, actions, causes of action or liabilities arising under any other federal, state, municipal, or local statute, law, ordinance or regulation; and/or
(c) claims for violation of the Massachusetts Minimum Fair Wages Act (“FMLA”Mass. Gen. Laws ch. 151), the California Labor Code Massachusetts Payment of Wages Act (as amendedMass. Gen. Laws ch. 149), or any other applicable state wage and hour law, and the California federal Fair Employment and Housing Labor Standards Act (as amended29 U.S.C. § 201 et seq.), including claims regarding entitlement to or timely payment of any wages, unpaid wages, unpaid accrued vacation or paid time off, expenses, overtime, commissions, bonuses, piece rate, penalties, and/or other compensation; and/or
(d) any other claim whatsoever including, but not limited to, claims for severance pay under any voluntary or involuntary severance/separation plan, policy or program maintained by the Releasees, claims for bonuses, claims for expense reimbursement, claims for attorneys’ fees, claims based upon breach of contract, wrongful termination, defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, violation of public policy, 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 any of the other Releasees.
Appears in 2 contracts
Samples: Employment Agreement, Employment Agreement (Campbell Alliance, Ltd.)
General Release. In exchange for consideration of the consideration to be provided to me under Benefits and the Employment Agreement that I am not otherwise entitled to receiveCompany’s other covenants contained herein and in the Agreement, I Executive hereby generally forever releases and completely release, acquit and forever discharge discharges the Company and its parent, subsidiarysubsidiary(ies), related and/or affiliated companies (“Affiliates”) and affiliated entities, and investors, along with each of its and their predecessors past and successors present officers, directors, managers, employees, agents, attorneys and insurers, and each of its and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates successors and assigns (collectively, the “Released Parties”), of and ) from any and all claims, liabilities and charges, complaints, liens, demands, causes of action, obligations, both damages and liabilities, known and or unknown, suspected or unsuspected, that arise from Executive had, now has, or are may hereafter claim to have against the Released Parties, arising out of or relating in any way related to eventsExecutive’s hiring by, acts, conductemployment with, or omissions occurring at any separation from the Company, from the beginning of time prior to and including through the date that I sign Executive executes this Release (collectively, the “Released Claims”). The Released Claims includeThis release specifically extends to, 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 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 an express or implied contract, breach of the implied covenant of good faith and fair dealing; , breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and claims under (dall as amended from time to time) all tort claimsfederal law and the laws of any state including, including but not limited to claims for fraudto, defamation, emotional distressthe United States Constitution, and discharge in violation of public policy; applicable state and (e) all federalfederal statutes and regulations, stateincluding, and local statutory claims, including but not limited to claims for discriminationto, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under the federal Civil Rights Act of 1964 (1964, the Fair Labor Standards Act, the National Labor Relations Act, the Labor-Management Relations Act, the Worker Retraining and Notification Act of 1988, the Rehabilitation Act of 1973, as amended), the federal Americans with With Disabilities Act, the Employee Retirement Income Security Act of 1990 (as amended)1974, the federal Age Discrimination in Employment Act of 1967 (as amended) (1967, and the “ADEA”)Xxxxxxxx-Xxxxx Act, the federal Family and Medical Leave Act (“FMLA”)Colorado Anti-Discrimination Act, the California Labor Code (as amended)Constitution, and the California Fair Employment and Housing Act (as amended)Act, the California Labor Code, California Civil Code and the California Business and Professions Code, each to the extent applicable.
Appears in 2 contracts
Samples: Employment Agreement (Berry Petroleum Co), Employment Agreement (Berry Petroleum Co)
General Release. In exchange consideration for the consideration to be provided to me under undertakings and promises of Reliant Pharmaceuticals, Inc. (“Reliant”) set forth in Section 4.1(c) of the Employment Agreement that I am not otherwise entitled dated January 13, 2007 by and between Xxxxxxx X. Xxxxxxx (the “Executive”) and Reliant (as amended from time to receivetime, I hereby generally and completely releasethe “Employment Agreement”), acquit and forever discharge the Company and its parentExecutive unconditionally releases, subsidiarydischarges, and affiliated entitiesholds harmless Reliant, and investors, along with its and their predecessors and successors and their respective directors, officers, employeesdirectors, shareholders, stockholders, partnersemployees, agents, attorneys, insurers, affiliates suppliers and assigns contractors (collectively, the herein collectively referred to as “Released PartiesReleasees”), from each and every claim, cause of action, right, liability or demand of any kind and nature, and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related claim which may be derived therefrom (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 , that Executive had, has, or may have against Releasees at the time Executive executes this Release of Claims include(the “Release”) (other than Claims described in Section 2 of this Release) including, but are not limited to: (a) , any and all claims of the Claims:
a. arising out of or in any way related to my employment with the Companyfrom Executive’s employment, or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salarypay, bonuses, commissions, other incentive compensationvacation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stocksick leave, stock options, or any other ownership or equity interests in the Company; (c) all claims for breach of contract, wrongful terminationExecutive benefits, and breach other terms and conditions of employment or employment practices of Reliant;
b. relating to the termination of Executive’s employment with Reliant, the surrounding circumstances thereof, or any communications about the termination of Executive’s employment;
c. based on discrimination on the basis of race, color, religion, sex, national origin, handicap, disability, age or any other category protected by law 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)1964, the federal Americans with Disabilities Civil Rights Act of 1990 (as amended)1991, Executive Order 11246, the federal Equal Pay Act, the Americans With Disabilities Act, the Rehabilitation Act of 1973, the Age Discrimination in Employment Act of 1967 1967, the Older Workers Benefits Protection Act, COBRA, the Employee Retirement Income Security Act of 1974, the New Jersey Law Against Discrimination, the Family Medical Leave Act, the Uniformed Services and Redeployment Rights Act of 1994, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, the New Jersey Wage Payment Law (as any of these laws may have been amended) or any other similar labor, employment or anti-discrimination laws;
d. based on any contract, tort, whistleblower, personal injury, or wrongful discharge theory; and
e. based on any other federal, state or local constitution, regulation, law (the “ADEA”statutory or common), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)or legal theory.
Appears in 1 contract
Samples: Employment Agreement (Reliant Pharmaceuticals, Inc.)
General Release. In exchange Except as provided for in Paragraphs 7 and 8 of this Agreement, which relate to Executive’s right to file a charge with the consideration to be provided to me under the Equal Employment Agreement that I am not otherwise entitled to receiveOpportunity Commission (“EEOC”), I Executive hereby generally and completely release, acquit releases and forever discharge the Company discharges Company, and its parentrespective past and present parents, subsidiarysubsidiaries, divisions and related and affiliated organizations, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholders, stockholdersdirectors, partnersattorneys, agents, attorneysservants and employees and its and their successors, insurers, affiliates heirs and assigns (collectivelycollectively “Releasees”) from all causes of action, the “Released Parties”)claims, debts, accounts, controversies, sums of money, contracts, promises, agreements, judgments, demands, and from liabilities of any kind or nature whatsoever in law, in equity, or otherwise, whether known or unknown, whether asserted or unasserted, including without limitation any and all claims, liabilities and obligations, both known and unknown, that arise from claims for or are in any way related to eventsemployment discrimination, actswrongful discharge, conductcompensation, benefits, bonuses, incentives, expenses, options, wages, severance pay, vacation pay, fringe benefits, or omissions occurring at other monies or accountings, including punitive damages, liquidated damages, exemplary damages, or compensatory damages, physical, mental, or emotional distress, pain and suffering, back pay, front pay, costs, and attorney’s fees, and any time prior other legal or equitable relief, and further including without limitation any and all rights and claims arising under the Age Discrimination in Employment Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, as amended, the Equal Pay Act, or any other federal, state or local law, ordinance or regulation or claims relating to and including Executive’s employment or separation from employment with the Company arising up until the date of Executive’s execution of this Agreement, except that I sign this Release (collectivelyrelease does not extend to claims relating to the validity or enforcement of this Agreement, claims for worker’s compensation benefits, amounts owed under this Agreement, claims for vested retirement benefits under the “Released Claims”). The Released Claims includeExecutive Retirement Income Security Act, but are not limited to: (a) all claims arising out Executive’s right, if any, to indemnification as an officer and employee of or in any way related to my employment with the Company, Executive’s rights as a shareholder 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 termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort non-waivable 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 1 contract
General Release. In exchange for the consideration to be provided to me under the Employment Agreement Releasor covenants and agrees that I am not otherwise entitled to receiveReleasor hereby irrevocably and unconditionally releases, I hereby generally and completely release, acquit acquits and forever discharge the discharges Company and its parentLowe'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, shareholderssubsidiaries, stockholdersand agents (Company and Lowe's and their officers, partnersdirectors, agentsemployees, attorneys, insurers, affiliates subsidiaries and assigns (collectively, agents being collectively referred to herein as the “Released Parties”"Releasees"), 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 attorneys' 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 Releasor's employment with the Company, Company and Lowe's or the termination of that employment; Releasor's employment with Company and Lowe's (b) other than any claim arising out of the breach by Company and Lowe's of the terms of this Agreement), including, without limitation, all claims related to my compensation asserted or benefits that could be asserted by Releasor against Company and Lowe's in any litigation arising from summonses and complaints filed in federal, state or municipal court asserting any claim arising from any alleged violation by the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock options, or Releasees of 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 or local statutory claimsstatutes, including 4ordinances, 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 (1964, as amended), the federal Equal Pay Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Releasor Retirement Income Security Act, the Rehabilitation Act of 1990 (as amended)1973, the federal Age Discrimination in Employment Civil Rights Act of 1967 (as amended) (the “ADEA”)1991, the federal Family and Medical Leave Act, the Civil Rights Act of 1866, 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 (“FMLA”"Claim" or "Claims"), which Releasor now has, owns, or holds, or claims to have, own, or hold, or which Releasor 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, Releasor 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 Xxxx'x Companies, Inc. ESOP, and 401(k) plans and hereby irrevocably and unconditionally releases, acquits and forever discharges Company and Lowe's, as well as each of Company and Lowe's officers, directors, employees, subsidiaries, and agents, in respect to the California Fair Employment and Housing Act (as amended)forfeitures. 8.
Appears in 1 contract
Samples: Release, Separation and Consulting Agreement (Lowes Companies Inc)
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 any claims arising under any federal, state, or local laws or ordinances, including, without limitation, by reason of specification, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, Title VII of the implied Civil Rights Act of 1964, and any common law claims now or hereafter recognized. Notwithstanding anything set forth to the 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 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.
(b) The Company, on its behalf and on behalf of all affiliated corporations, limited liability companies or partnerships and stockholders, members, managers, officers, directors, employees, agents, predecessors, successors, transferees and assigns, does hereby release, dismiss, covenant not to xxx and forever discharges Executive, and his heirs from any and all actions, causes of good faith and fair dealing; (d) all tort action, suits, damages, debts, claims, including counterclaims, obligations and liabilities of whatever nature, known or unknown, including, but not limited to claims for fraudthose actions, defamationcauses of action, emotional distresssuits, and discharge in violation of public policy; and (e) all federaldamages, statedebts, and local statutory claims, including but counterclaims, obligations and liabilities resulting or arising out of directly or indirectly the employment relationship between Executive and the Company. Notwithstanding the forgoing, the Company shall not limited to claims for discriminationrelease Executive from any obligations, harassmentcauses of action, retaliationactions, attorneys’ feessuits, penaltiesdamages, or other claims liabilities arising under out of Executive’s obligations set forth in this Agreement or the federal Civil Rights Act provisions of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination Employment Agreement incorporated 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)Paragraph 9 hereof.
Appears in 1 contract
Samples: Payment Agreement and General Release (CTN Media Group 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 reinstatement, in any administrative or court action, whether state or federal, and whether brought by the Executive or on the Executive’s behalf, related in any way to the matters released herein.
5.2 The parties acknowledge that this general release is not intended to bar any claims that, by statute, may not be waived, such as the Executive’s right to file a charge with the National Labor Relations Board or Equal Employment Opportunity Commission and other similar government agencies, claims arising for workers’ compensation benefits or unemployment insurance benefits, as applicable, and any challenge to the validity of the Executive’s release of 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 Act, as set forth in this Agreement. In addition, this general release shall not apply to any right to indemnification, advancement of 1967 expenses, limitation of liability or exculpation of liability to the extent provided under or arising from the articles of amendment and restatement or bylaws of the Company or the Guarantor or under any insurance policy maintained by the Company or the Guarantor benefiting Executive with respect to his service as an officer and employee of the Company.
5.3 For the purpose of implementing a full and complete release, the Executive expressly acknowledges that the releases given in this Agreement are intended to include, without limitation, claims that the Executive did not know or suspect to exist in the Executive’s favor at the time of the Effective Date (as amendeddefined in Section 6.2 below) (regardless of whether the “ADEA”)knowledge of such claims, or the facts upon which they might be based, would materially have affected the Executive’s decision to enter into this Agreement; and that the consideration given under this Agreement is also for the release of those claims and contemplates the extinguishment of any such unknown claims, despite the fact that certain state law(s) may provide otherwise. The Executive acknowledges that the Executive may discover facts or law different from, or in addition to, the federal Family facts or law that the Executive knows or believes to be true with respect to the claims released in this Agreement and Medical Leave Act (“FMLA”)agrees, nonetheless, that this Agreement and the release contained in it shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them.
5.4 The Executive declares and represents that the Executive intends this Agreement to be complete and not subject to any claim of mistake, that the release herein expresses a full and complete release and that the Executive intends the release herein to be final and complete. The Executive executes this release with the full knowledge that this release covers all possible claims against the Released Parties, to the fullest extent permitted by law.
5.5 The Executive represents that, as of the date of this Agreement, the California Labor Code (as amended)Executive has made no assignment to any third party of any legal claims against any of the Released Parties, and that the California Fair Executive has not filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against the Company or any of the other Released Parties in any court or with any governmental agency regarding the matters released in this Agreement.
5.6 Notwithstanding the provisions of Section 5.2 above, the Executive forever releases and waives any rights that the Executive may have to recover money damages or other relief personal to the Executive arising from the Executive’s employment, or separation from employment, at the Company, including, without limitation, any rights that the Executive may have to recover money damages or other relief personal to the Executive as a result of any Equal Employment and Housing Act (Opportunity Commission-sponsored charge or court action or as amended)a result of any administrative proceeding or other legal action related to the matters released above that has been or may in the future be filed on the Executive’s behalf by any third party.
Appears in 1 contract
Samples: Transition and Resignation Agreement (STORE CAPITAL 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: Separation and Consulting Agreement
General Release. In exchange for consideration of the consideration to be Retirement Payments provided to me you under the Employment Agreement that I am not otherwise entitled to receiveAgreement, I hereby generally and completely release, acquit and forever discharge the Company and its parent, subsidiaryyou, and affiliated entitieseach of your heirs, and investorsexecutors, along with its and their predecessors and successors and their respective directorsadministrators, officers, employees, shareholders, stockholders, partnersrepresentatives, agents, attorneys, insurers, affiliates successors and assigns (collectively, the “Released PartiesReleasors”)) hereby irrevocably and unconditionally release and forever discharge the Company Group and its parent, and each of their subsidiaries, affiliates and joint venture partners, and all of their past and present directors, officers, employees, consultants, founders, owners, shareholders, representatives, members, attorneys, partners, insurers, benefit plans and agents, and all of their predecessors, successors and assigns (collectively, the “Releasees”) from any and all claims, liabilities and actions, causes of action, suits, controversies, cross-claims, counter-claims, rights, judgments, obligations, both compensatory damages, liquidated damages, punitive or exemplary damages, any other damages, demands, accountings, debts, claims for costs and attorneys’ fees, losses or liabilities of whatever kind or character in law and in equity and any other liabilities, known and or unknown, that arise from suspected or are in unsuspected 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 nature whatsoever (collectively, the “Released Claims”). The Released , including, without limitation, any Claims includeunder Title VII of the Civil Rights Act, but are not limited to: (a) all claims as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended, the Civil Rights Act of 1991, as amended, the Worker Adjustment and Retraining Notification Act, as amended, and any other Claims under any federal, state, local or foreign law, act, statute, code, order, judgment, injunction, ruling, decree, writ, ordinance or regulation arising out of from or in any way related to my (i) your employment with the Company, Company Group or the termination of such employment, at any time prior to the Effective Date and/or the Reaffirmation Date (as applicable), (ii) any agreement entered into as part of your employment with the Company Group with any of the Releasees, and/or (iii) any awards, policies, plans, programs or practices of any of the Releasees that employmentmay apply to you or in which you may participate; (bprovided, however, that the release set forth in this Section 9(a) will not apply to the obligations of the Company under the Agreement. The Releasors further agree that the Retirement Payments will be in full satisfaction of any and all claims related to my compensation Claims for payments or benefits from benefits, whether express or implied, that the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay Releasors may have against the Releasees arising out of your employment with the Company Group and the redemption termination thereof, expense reimbursements, fringe benefits, stock, stock options, or . This Section 9(a) does not apply to any other ownership or equity interests in Claims that the Company; (c) all claims for breach of contract, wrongful termination, and breach Releasors may have as 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 Effective Date 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 (1967, as amended by the Older Workers Benefit Protection Act of 1990, as amended) , and the applicable rules and regulations promulgated thereunder (the “ADEA”), . Claims arising under ADEA are addressed in Section 9(f) of 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.
Appears in 1 contract
General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveObligations, I you hereby generally and completely releaserelease the Company, acquit and forever discharge the Company and each of its parent, subsidiary, and affiliated entities, and investors, along with its respective current and their predecessors and successors and their respective former directors, officers, employees, shareholders, stockholders, partners, general partners, limited partners, managers, members, managing directors, operating affiliates, agents, attorneys, predecessors, successors, 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 cessation 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, fringe benefits, stock, stock optionsseverance pay, or any other ownership fringe benefits 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 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 Xxxxxxxx-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”), 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 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. You are not waiving your right to claims for unemployment or workers’ compensation benefits, any medical claim incurred during your employment that is payable under applicable medical plans or an employer-insured liability plan, claims arising after the date on which you sign this Agreement or claims that are not otherwise waivable under applicable law. In addition, you shall remain eligible for indemnification as amended), and set forth in Section 7 of the California Fair Employment and Housing Act (as amended)Agreement.
Appears in 1 contract
Samples: Transition and Release Agreement (Dorman Products, 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 (Carrington Laboratories Inc /Tx/)
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
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
General Release. In exchange for the consideration to be provided to me under separation 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
General Release. In exchange for consideration of the consideration promises contained in this Agreement, you agree to be provided to me under the Employment Agreement that I am not otherwise entitled to receivefollowing: On behalf of yourself and anyone claiming through you, I you hereby generally irrevocably and completely unconditionally release, acquit and forever discharge the Company and and/or its parentparent corporation, subsidiarysubsidiaries, and affiliated entitiesaffiliates, and investorsdivisions, along with its and their predecessors and predecessors, successors and assigns, as well as all of their respective past and present officers, directors, officers, employees, agents, shareholders, stockholdersjoint venturers, partners, agentstrustees, attorneysfiduciaries, insurers, affiliates benefit plans and assigns anyone claiming through them (hereinafter “Releasees” collectively, the “Released Parties”), of and in their individual and/or corporate capacities, from any and all claims, liabilities and obligationsliabilities, both known and unknownpromises, that arise from or are in any way related to eventsactions, actsdamages, 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, retaliationrights, attorneys’ fees, penaltiescosts and the like (hereinafter “Claims” collectively), known or unknown, accrued or unaccrued, which you ever had or now have against any of the Releasees from the beginning of time up through the date of your signature below. This General Release includes without limitation all Claims arising out of or relating to your employment with the Company and/or the termination of your employment with the Company. This General Release further includes without limitation all Claims for: (1) employment discrimination based upon sex, race, age, disability, national origin, religion, or any other claims characteristic protected by law, including without limitation all Claims arising under 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) (the “ADEA”), the federal Family Americans With Disabilities Act, the Employee Retirement Income Security Act, the Pennsylvania Human Relations Act, and Medical Leave all other federal, state, or local employment discrimination laws; (2) compensation or benefits except for those payments which are expressly provided for in this Agreement; (3) wrongful discharge and/or breach of any alleged employment contract; (4) Claims based on any tort, such as invasion of privacy, defamation, fraud and infliction of emotional distress; and (5) Claims under the Worker Adjustment and Retraining Notification Act (“FMLAWARN”). In addition to the foregoing release, the California Labor Code (as amended)severance and benefit payments being made to you under this Agreement shall be deemed to satisfy any obligations that the Company may have to you under WARN, and if WARN is applicable to your separation. Notwithstanding the California Fair Employment and Housing Act (as amended)forgoing, this release shall not waive any rights you may have for indemnification pursuant to the Company’s By Laws or Certificate of Incorporation.
Appears in 1 contract
Samples: Separation Agreement (Adolor Corp)
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/her 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/her favor at the time of executing the release, acquit which if known by him/her must have materially affected his/her 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
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 employmentemployment for any and all reasons, up to and including the date of this Agreement. I specifically release Aclaris from any claim relating to or arising out of my employment with or termination of employment from Aclaris, including, but not limited to, any rights or claims I may have based upon Title VII of the Civil Rights Act of 1964, as amended, which prohibits discrimination in employment based on race, color, creed, religion, national origin or sex; the Age Discrimination in Employment Act, including the Older Workers Benefits Protection Act (“ADEA”), which prohibits discrimination on the 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, 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 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 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 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 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.
b) all claims related to my compensation I hereby represent and warrant that I have no knowledge of any acts 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, omissions by Aclaris or any other ownership party released herein that are or equity interests in the Company; (c) all claims for could be construed as a breach of contract, wrongful termination, and breach or violation of the implied covenant federal and state employment laws administered by the Equal Employment Opportunity Commission or any comparable state or local fair employment practices agencies, or of good faith and fair dealing; (d) all tort claimsthe National Labor Relations Act, 29 U.S.C. § 157, or of the False Claims Act, 31 U.S.C. § § 3729-3733, or of the Xxxx-Xxxxxxxx Xxxxxxx, 00 X.X.X. § 0000x-0x(x). Nothing in this Supplemental Release should be construed as prohibiting me from responding to inquiries from or otherwise reporting possible violations of federal or state law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation. However, by signing this Supplemental Release, I hereby waive and release any and all right to benefit personally or monetarily as a result of any such inquiry, complaint, or investigation, except relating to information provided to the Securities and Exchange Commission. This paragraph applies to all claims I could have brought prior to the date of this Supplemental Release and is a material inducement of this Supplemental Release.
c) Notwithstanding the broad scope of the general release above in Paragraph 2(a), this Supplemental Release is not intended to bar any claims that, as a matter of law, whether by statute or otherwise, may not be waived, such as claims for fraudworkers’ compensation benefits, defamationunemployment insurance benefits and any challenge to the validity of my general release of claims under the ADEA as set forth in this Supplemental Release. Nothing in this Supplemental Release is intended to interfere with my right to file a charge or participate in an administrative investigation or proceeding; any claims by me (or on my behalf) for personal relief including, emotional distresswithout limitation, and discharge reinstatement, or monetary damages, would be barred. I specifically understand that, in violation of public policy; and (e) all federalthe event a complaint or charge is filed, state, and local statutory claimsI shall personally have no right to any relief whatsoever against Aclaris, including but not limited having no right to claims for discriminationreinstatement, harassment, retaliation, monetary damages or 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 1 contract
Samples: Separation Agreement and General Release (Aclaris Therapeutics, Inc.)
General Release. In exchange for the consideration provided in paragraph 1 of this Agreement, Xxxxxxxx agrees to be provided to me under the Employment Agreement that I am not otherwise entitled to receivefollowing:
2.1 Employee unconditionally, I hereby generally and completely release, acquit and forever discharge the Company and its parent, subsidiaryirrevocably, and affiliated entitiesabsolutely releases and discharges the Company, and investorsany parent and subsidiary corporations, along with its divisions, and their predecessors other affiliated entities of the Company, past and successors and their respective directorspresent, as well as the Company’s employees, officers, employees, shareholders, stockholders, partnersdirectors, agents, attorneys, insurerssuccessors, affiliates and assigns of the Company (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 to the fullest extent permitted by law including, actsbut not limited to, conductEmployee’s employment with the Company, the termination of Employee’s employment, and all other losses, liabilities, claims, demands, and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of, or omissions occurring at in any time prior way connected with, Employee’s employment with or termination from the Company. This release is intended to have the broadest possible application and includes, but is not limited to, any claims under any state law, tort, contract, common law, constitutional or other statutory claims; any claim for unpaid wages, commissions, bonuses or other employment benefits, including claims for unvested stock options or incentive/bonus compensation (including claims for unvested equity awards and/or benefits under the Variable Compensation Plans); any claims for penalties, damages, or awards of any kind, including without limitation liquidated damages and statutory penalties; as well as any alleged violations of any federal, state, or local laws that may govern Employee’s employment, including, without limitation, the California Labor Code or the federal Fair Labor Standards Act; Title VII of the Civil Rights Act of 1964; the Family and Medical Leave Act; the California Family Rights Act; the Worker Adjustment and Retraining Notification Act (including any similar state statute); the Xxxxxxxx-Xxxxx Act of 2002; the California Fair Employment and Housing Act; the Americans with Disabilities Act; the Age Discrimination in Employment Act of 1967, as amended; all claims for attorneys’ fees, costs, and expenses; and any other action, whether cognizable in law or in equity, based upon any conduct up to and including the date of Employee’s signature on this Agreement. However, this release shall not apply to claims for workers’ compensation benefits, unemployment insurance benefits, or any other claims that I sign cannot lawfully be waived, nor to Employee’s rights to indemnification, and advancement of legal fees as may be required, as a former officer of the Company, Employee’s right to enforce the terms of this Release (collectivelyAgreement, any rights Employee might have to receive an award for information provided to the Securities and Exchange Commission Employee’s rights as a shareholder of the Company and Employee’s rights to any employee benefits accrued for Employee and as to which he has a right following his separation from employment. Illumina, Inc., 0000 Xxxxxxxx Xxx, Xxx Xxxxx, XX 00000 XXX
2.2 Employee acknowledges that Employee may discover facts or law different from, or in addition to, the “facts or law that Employee knows or believes to be true with respect to the claims released in this Agreement and agrees, nonetheless, that this Agreement and the release contained in it shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them.
2.3 Employee declares and represents that Employee intends this Agreement to be final and complete and not subject to any claim of mistake. Employee executes this release with the full knowledge that this release covers all possible claims against the Released Claims”). The Released Claims includeParties, but are not limited to: (a) all claims arising out of to the fullest extent permitted by law.
2.4 Nothing in this Agreement prohibits employee from filing a claim or in any way related charge with a federal, state, or local agency relating to my Employee’s employment with the Company, or the termination participating in government investigations or actions. However, Employee expressly waives Employee’s right to recover any type of that employment; (b) all claims related to my compensation or benefits personal relief from the Company, including salarymonetary damages or reinstatement, bonusesin any administrative action or proceeding, commissionswhether state or federal, and whether brought by Employee or on Employee’s behalf by an administrative agency, related in any way to the matters released herein. Nothing in this paragraph is intended to prevent or discourage the Employee from communicating with or providing information to any state or federal governmental agency, nor is it intended to impede Employee’s rights to recover any rewards or other incentive compensationpayments as may be provided for under applicable law.
2.5 Employee declares and represents that as of the Effective Date of this Agreement, vacation pay and the redemption thereofEmployee is not aware of any violations of any applicable rules, expense reimbursements, fringe benefits, stock, stock options, regulations and/or laws by Company or any other ownership employee of Company; or equity interests in that if he is aware of or is concerned about any such violations, Employee has reported those to 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 1 contract
General Release. In exchange consideration for receiving the consideration to be provided to me under severance payments and benefits described in Section [3(e)]/[8] of the Employment Agreement that I am not otherwise entitled to receive, I hereby generally by and completely release, acquit between you and forever discharge the Company and its parent, subsidiaryeffective as of [DATE] (the “Employment Agreement”), and affiliated entitiesfor other good and valuable consideration, the sufficiency of which you hereby acknowledge, you hereby waive and investorsrelease to the maximum extent permitted by applicable law any and all claims or causes of action, along with whether or not now known, against the Company and/or its respective predecessors, successors, past or present and their predecessors and successors and their related entities (collectively, including the Company, the “Entities”) and/or the Entities’ respective directorspast or present stockholders, members, officers, employeesdirectors, shareholders, stockholdersinsurers, partners, agentsmanagers, attorneys, insurers, affiliates employees and assigns employee benefit plans (collectivelycollectively with the Entities, the “Released Parties”), of and from with respect to 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 the termination of that employment; (bemployment relationship other than claims and rights for any accrued compensation and benefits provided for in Section 3(d) all of the Employment Agreement and the severance payments and benefits. 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 under the Employee Retirement Income Security Act (ERISA); claims for attorneys’ fees or costs; 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, retaliationor retaliation based on sex, attorneys’ feesage, penaltiesrace, national origin, disability or on any other claims arising basis, under 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) (the “ADEA”)1967, the federal Family Americans with Disabilities Act, or any other federal, state, or local law prohibiting discrimination and/or harassment; and Medical Leave Act (“FMLA”)claims under the New York State Human Rights Law, the California Labor Code (as amended)New York Equal Rights Law, and the New York Whistleblower Protection Law, the New York Family Leave Law, the New York Equal Pay Law, the New York City Human Rights Law, the California Fair Employment and Housing Act Act, claims under the California Labor Code, the California Business and Professions Code, and all other laws and regulations relating to employment, any applicable laws of the State of California, the State of New Jersey, the State of New York, and the State of Massachusetts, and all other laws and regulations. You covenant not to xxx the Released Parties 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 the Released Parties with respect to matters related to the Company, except as required by law. Your release covers only those claims that arose prior to the execution of this Release. Execution of this Release does not bar any claim for breach of this Release. Additionally, nothing in this Release precludes you from participating in any investigation or proceeding before any federal or state agency or governmental body. However, while you may file a charge and participate in any such proceeding, by signing this Release, you waive any right to bring a lawsuit against the Released Parties with respect to matters related to the Company, and waive any right to any individual monetary recovery in any such proceeding or lawsuit; provided, however, nothing in this Release is intended to impede your ability to report securities law violations to the Securities and Exchange Commission under the Xxxx-Xxxxx Act, or to receive a monetary award from a government administered whistleblower-award program. Nothing in this Release 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 the legislature. Notwithstanding the foregoing, the waiver and release contained in this Release does not apply to (i) any current or future rights or claims for indemnification you may have pursuant to the Indemnification Agreement entered into between you and the Company effective [DATE] (the “Indemnification Agreement”), or your indemnification rights under any insurance policy in place and the Company’s internal governing documents; (ii) any vested benefits under an employee benefit plan sponsored by the Company to which you are legally entitled; (iii) any claims to enforce your rights under this Release or the surviving provisions of the Employment Agreement; (iv) the right to share in any claim with respect to being a stockholder of the Company; provided that any such recover is predicated on you not individually bringing any claim or cause of action or actively participating in, or assisting in any way, with respect to any stockholder initiated cause of action; or (v) 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 Release 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 1 contract
Samples: Executive Employment Agreement (Ani Pharmaceuticals Inc)
General Release. In exchange return for the consideration special compensation and benefits referenced in this Agreement, I, Xxxxxx Xxxxxx, agree to be provided the following:
A. 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 Fossil and Fossil, I hereby generally Inc. and completely releasetheir parent companies, acquit subsidiaries, all affiliates of each, predecessors and forever discharge the Company and its parent, subsidiarysuccessors, and affiliated entitiesall of their present or former officers, and investorstrust managers, 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 “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 arise out of or relate to eventsmy employment at Fossil or any of the Released Parties, actsthe separation of my employment at Fossil or any of the Released Parties, conductany agreements between Fossil or any of the Released Parties and me, or omissions and concerning events occurring at any time prior up to and including the date that I sign of this Release (collectivelyAgreement, the “Released Claims”). The Released Claims includeincluding, but are not limited to: (a) , any and all claims arising out of discrimination or in retaliation of any way related to my employment with the Companykind, and any contractual, tort or the termination of that employment; (b) other common law claims. This release, settlement and waiver includes all claims related to my compensation or benefits from the Companysuch claims, 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 whether for breach of contract, wrongful terminationquasi-contract, and breach of the implied covenant of good faith and fair dealing; (d) all contract, quantum meruit, unjust enrichment, compensation, deferred compensation, equity interest, any tort claims, including any and all claims under any applicable federal laws, including, but not limited to claims for fraudto, defamationthe Age Discrimination in Employment Act, emotional distressas amended, 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), 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, the Xxxxxxxx-Xxxxx Act, or under any applicable state or local laws or ordinances or any other legal restrictions on Fossil’s or the Released Parties’ rights, including, but not limited to, the Texas Commission on Human Rights Act and Section 451 of the Texas Labor Code.
B. I further agree not to file a suit of any kind against Fossil or any of the Released Parties relating to my employment at Fossil or any of the Released Parties, the separation thereof, any agreements between Fossil or any of the Released Parties and me, or to participate voluntarily in any employment-related claim brought by any other party against Fossil or any of the Released Parties. Even if a court rules that I may file a lawsuit against Fossil or any of the Released Parties arising from my employment at Fossil or any of the Released Parties, or the separation thereof, I agree not to accept any money damages or any other relief in connection with any such lawsuit. I understand that this Agreement effectively releases and waives any right I might have to xxx Fossil or any of the Released Parties for any claim arising out of my employment at Fossil or any of the Released Parties, any agreements between Fossil or any of the Released Parties and me, or the separation of my employment. However, this release does not waive my rights to enforce this Agreement. In addition, this release does not give up my rights, if any, to COBRA benefits under Fossil’s standard benefit programs applicable to me. Further, this release does not waive my rights to vested equity interests, vested 401(k) or pension monies, my final paycheck, or reimbursement of any outstanding business expense amounts (in accordance with Fossil’s existing reimbursement policies). In this regard, any awards made to me under any Fossil equity plans, including, but not limited to, the 2004 Long-Term Incentive Plan and the California Fair Employment 2002 Restricted Stock Plan, shall be subject to the terms and Housing Act (conditions of the applicable plan and award agreements and documents.
C. I further agree to execute the Supplemental Release attached hereto as amended)Exhibit A on December 31, 2007 and immediately deliver it to Fossil.
Appears in 1 contract
Samples: Separation Agreement (Fossil Inc)
General Release. In exchange for the amounts described in Section 3 of this Agreement, and other the good and valuable consideration to be provided to me under the Employment you by this Agreement that I am you are not otherwise entitled to receivereceive and the sufficiency of which is hereby acknowledged, I subject to the exceptions set forth in Section 4(d) and Section 12 of this Agreement, you and your representatives, agents, estate, heirs, successors and assigns hereby generally and completely release, acquit discharge, indemnify and forever discharge hold harmless 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 actions or causes of action, suits, claims, liabilities complaints, contracts, liabilities, agreements, promises, torts, debts, damages, controversies, judgments, rights and obligationsdemands, both whether existing or contingent, known and or unknown, that arise from suspected or are in any way related to eventsunsuspected, acts, conduct, arising on or omissions occurring at any time prior to and including before the date that I you sign this Release Agreement (collectively, the “Released Claims”). The Except as set forth in this Agreement, 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, change in employment status or the termination of that employment; ;
(bii) 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, Equity Awards 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; (diii) all tort claims, including but not limited to claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and ;
(eiv) 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 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 Massachusetts Fair Employment Practice Act (as amended); the National Labor Relations Act, as amended; Sections 1981 through 1988 of Title 42 of the federal United States Code, as amended; the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. 1001 et seq.; the Workers Adjustment and Retraining Notification Act, 29 U.S.C. Section 2101 et seq.; the Immigration Reform and Control Act, as amended; the Americans with Disabilities Act of 1990, as amended; the Older Workers Benefit Protection Act; the Occupational Safety and Health Act, as amended; the Family and Medical Leave Act of 1993 (“FMLA”), the California Labor Code (as amended); the Consolidated Omnibus Budget Reconciliation Act, and the California Fair Employment and Housing Act (as amended); the Equal Pay Act; and laws relating to workers compensation, family and medical leave, retaliation, discrimination on the basis of race, color, religion, creed, sex, sex harassment, sexual orientation, marital status, pregnancy, national origin, ancestry, handicap, disability, veteran’s status, alienage, blindness, present or past history of mental disorders or physical disability, candidacy for or activity in a general assembly or other public office, constitutionally protected acts of speech, whistleblower status, use of tobacco products outside course of employment, membership in any organization engaged in civil defense, veteran’s status, any military service, application for military service, or any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance;
(v) breach of contract (express or implied) or breach of the implied covenant of good faith and fair dealing;
(vi) wrongful termination, intentional or negligent infliction of emotional distress, negligent misrepresentation, intentional misrepresentation, fraud, defamation, promissory estoppel, false light invasion of privacy, conspiracy, violation of public policy;
(vii) any other tort, statutory or common law cause of action, or any allegation for costs, expenses, or attorneys’ fees incurred in any legal action; and
(viii) all claims under the Massachusetts Wage Act. The Released Claims does not include any claims relating to (i) your vested benefits under any Company benefit plan, the Equity Plan or your Equity Awards; (ii) any right to a payment or benefit under this Agreement; (iii) your right to enforce this Agreement; or (iv) any claims subject to the exceptions set forth in Section 12 below.
Appears in 1 contract
Samples: Separation and Consulting Agreement (Amag 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 Xxxx hereby generally and completely release, acquit releases and forever discharge the Company discharges Marathon and each of its parentparents, subsidiarysubsidiaries, and affiliated entitiesdivisions, and investorsaffiliates, along with its and their operating companies, predecessors and successors successors, as well as all of the current and their respective directorsformer employees, officers, employeesdirectors, owners, shareholders, stockholders, partners, agentsrepresentatives, attorneys, insurers, agents and affiliates and assigns of each of them (collectively, the “Released Parties”), of and from any and all claims, liabilities and complaints, charges, causes of action, liabilities, obligations, both debts, contracts, lawsuits, proceedings, judgments, damages and attorneys’ fees against the Released Parties, whether known and or unknown, that arise from which Xxxx ever had, now has or are in any way related which Xxxx or Xxxx’x heirs, executors, administrators, successors, representatives or assigns may have or claim to events, acts, conduct, or omissions occurring at any time have prior to and including the date that I sign this Release Agreement is signed by Xxxx, due to any matter whatsoever relating to Xxxx’x employment, compensation, benefits, and termination of Xxxx’x employment with Marathon or any of the Released Parties (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a1) all claims arising out under federal, state or local statute, law, regulation or ordinance such as, without limitation, any claim that any of the Released Parties violated Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Americans with Disabilities Act Amendments Act of 2008, the Genetic Information Nondiscrimination Act, the Family and Medical Leave Act, the Occupational Safety and Health Act, the National Labor Relations Act, the Worker Adjustment and Retraining Notification Act, the Equal Pay Act, the Xxxxx Xxxxxxxxx Fair Pay Act, the Employee Retirement Income Security Act, the Consolidated Omnibus Budget Reconciliation Act (excluding claims relating solely to “COBRA” continuation coverage under Marathon’s group health plans), the Health Insurance Portability and Accountability Act, the Fair Credit Reporting Act, claims of retaliation under the Fair Labor Standards Act, and any claim of unlawful discrimination or in retaliation of any way related kind including but not limited to my employment with the Companyclaims under state law; (2) any public policy, contract, tort, or the termination common law claim 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 claimskind, including but not limited to claims for wrongful discharge, breach of contract, promissory estoppel, false imprisonment, intentional or negligent infliction of emotional distress, invasion of privacy, fraud, duress, fraudulent misrepresentation, negligent misrepresentation, defamation, emotional distressnegligence, assault, battery, conversion, and discharge in violation of public policy; (3) any claim concerning grants of restricted stock, performance units or stock options that were, by their terms, unvested as of Xxxx’x termination of employment; and (e4) all federalany claim for costs, statefees, and local statutory claimsor other expenses including attorney’s fees incurred in these matters. However, this Agreement does not release (1) any claims to enforce Marathon’s obligations under this Agreement; (2) any claims that may arise after the date this Agreement is signed; (3) any claim that the controlling law clearly states may not be released by private agreement, including but not limited to claims any claim for discrimination, harassment, retaliation, attorneys’ fees, penalties, an award for original information submitted pursuant to the whistleblower protections provided by Section 21F of the Securities Exchange Act of 1934; or other claims arising (4) any claim for payments or benefits under the federal Civil Rights Act plans or arrangements described in the last sentence of 1964 (as amended), the federal Americans with Disabilities Act Section 5 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)this Agreement.
Appears in 1 contract
General Release. In exchange for the good and valuable consideration to be provided to me under the Employment you by this Agreement that I am you are not otherwise entitled to receivereceive and the sufficiency of which is hereby acknowledged, I subject to the exceptions set forth in Paragraph 14 below, 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 or at the date time that I you sign this Release Agreement (collectively, the “Released Claims”). The Except as set forth in this Agreement, 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, Company or the termination of that employment; (bii) 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, Equity Awards or any other ownership or equity 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) 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 Massachusetts Fair Employment and Housing Practice Act (as amended). The Released Claims does not include any claims relating to (i) your vested benefits under any Company benefit plan, the Equity Plan or your Equity Awards; (ii) any right to a payment or benefit under this Agreement; (iii) your right to enforce this Agreement; or (iv) any claims subject to the exceptions set forth in Paragraph 14 below.
Appears in 1 contract
Samples: Separation and Consulting Agreement (Amag Pharmaceuticals Inc.)
General Release. In exchange for the consideration Severance Benefits and the Deemed Service with respect to be provided to me under the Employment Agreement Prior Equity Awards 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: Employment Resignation and Transition Agreement (Leapfrog Enterprises 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 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; (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
General Release. In exchange For and in consideration for the Retirement Benefit, and other good and valuable consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receivesufficiency and receipt of which is hereby acknowledged, I on behalf of Employee and Employee’s heirs, family members, executors, administrators, successors and assigns, Employee hereby generally and completely release, acquit fully and forever discharge releases and discharges the Company (which for purposes of such waiver, release and discharge is deemed to include its parentpresent and former parents, subsidiarysubsidiaries and affiliates and their respective past present and future officers, directors, employees, agents, investors, shareholders, administrators, representatives, divisions, partners, employee benefit plans or funds and the fiduciaries thereof, and affiliated entities, and investors, along with its and their the predecessors and successors and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates and assigns (collectively, the “Released Parties”), of and each from any and all liability for any claim, duty, debt, obligation, cause of action or damages (collectively "claims"), liabilities and obligations, both whether presently known and or unknown, suspected or unsuspected, that arise Employee may possess arising from any omission, act or are in any way related to events, acts, conduct, or omissions occurring at any time prior fact that has occurred up to and including the date that I sign Employee signs this Release (collectively, the “Released Claims”)Agreement. The Released Claims Such released claims include, but are not limited to: :
(a) all any claims arising out of or in any way related to my employment with the Companyfor wages, or the termination of that employment; (b) all claims related to my compensation or benefits from the Companyseparation pay, including salaryseverance pay, bonuses, commissions, other incentive compensationaccrued vacation, vacation pay and the redemption thereofpersonal days, expense reimbursementsholidays, fringe benefits, stock, unvested stock options, automobile lease payments, attorneys fees, costs or expenses exclusive of fourth quarter 2012 incentives and customary business/travel expenses incurred prior to the date Employee signs this Agreement;
(b) any other ownership claims arising out of Employee’s employment with the Company or equity interests in the Company; termination thereof;
(c) any claims arising under the common law including, without limitation, all claims for breach of contractpursuant to public policy, wrongful termination, and breach of tort law or the implied covenant of good faith and fair dealing; ;
(d) all tort claimsclaims arising under any agreement, including but not limited to claims for fraudcontract (express or implied), defamation, emotional distress, understanding or promise (whether oral or written) between Employee and discharge in violation of public policy; and the Company;
(e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other any claims arising under any federal, state or local constitution, statute, regulation or ordinance to the federal extent such claims may be validly waived, including, without limitation, 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 (1967, as amended) (the “ADEA”), the federal Americans with Disabilities Act of 1990, the Equal Pay Act, as amended, the Family and Medical Leave Act of 1993, as amended; the Worker Adjustment and Retraining Notification Act; and/or any state equivalence of these identified federal statutes including claims under the CAL. GOV’T CODE §§ 12926, 12940, and 12949 (“FMLA”prohibiting discrimination based on race, religious creed, color, national origin, ancestry, physical disability (including HIV/AIDS), the California Labor Code mental disability, medical condition (as amendedcancer and genetic characteristics), marital status (including domestic partnership), sex (including gender, pregnancy, childbirth or related medical conditions), age (40+), sexual orientation, and gender identity); and
(f) any claim for any other loss or damage, including any expectation, anticipation, right or claim to incentive compensation (exclusive of fourth quarter 2012 incentives) under any Company incentive compensation plan; but excluding payment of regular base salary through the Retirement Date and accrued vacation as referenced in paragraph 1, the Retirement Benefit, rights under COBRA, rights to the vested portion of any 401(k) or other retirement plan, any other rights or claims that arise after the execution of this Agreement, and
(g) any rights or remedies you would otherwise be entitled to seek with an administrative agency is not included herein, and
(h) It is understood and agreed that this is a full and final release covering all unknown, undisclosed and unanticipated losses, wrongs, injuries, debts, claims or damages to the Employee which may have arisen, or may arise from any act or omission prior to the date of execution of this Release arising out of or related, directly or indirectly, to those matters described in paragraph 2 above, as well as those losses, wrongs, injuries, debts, claims or damages not known or disclosed which have arisen, or may arise as a result of those matters described in paragraph 2. It is further understood and agreed that all rights under Section 1542 of the Civil Code of California Fair Employment are hereby expressly waived by Employee. Said section reads as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his[her] favor at the time of executing this Release, which if known by him[her] must have materially affected his[her] settlement with debtor. Notwithstanding the provisions of Section 1542, and Housing Act (for the purpose of implementing a full and complete release and discharge of the other party, each party expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all claims which such party does not know or suspect to exist in its or her favor at the time of execution hereof, and that the settlement agreed upon contemplates the extinguishment of any such claim or claims. This Agreement shall be and remain in effect as amended)a full and complete general release notwithstanding the discovery or existence of any additional or different facts.
Appears in 1 contract
Samples: Retirement Agreement (Volt Information Sciences, Inc.)
General Release. In exchange for the consideration to be provided to me under Separation Benefits described in Paragraph 3 above, you are waiving and releasing 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 " (defined below) from any and all claimsknown or unknown claims and causes of action you have or may have, 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 as of the date that I day you sign this Release (collectivelyAgreement, the “Released Claims”)arising out of your employment with Owlet, including your separation from employment. The Released Claims claims you are releasing include, but are not limited to, the following: (a) all claims arising out • claims, actions, causes of or in any way related to my employment with the Companyaction, rights, 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 liabilities arising under Title Vil 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)Act, 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 Employee Retirement Income Security Act of 1974, as amended, the Americans with Disabilities Act, the Family and Medical Leave Act (“FMLA”)Act, the National Labor Relations Act, the Xxxxxxxx-Xxxxx Act, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Xxxxx Xxxxxxxxx Fair Pay Act, the California Fair Employment and Housing Act, the California Family Rights Act, the California Equal Pay Act, the California Industrial Welfare Commission Wage Orders, the California Business & Professions Code Section 17200 et seq., the California Labor Code (as amendedexcept for Section 2802 and the provisions relating to Workers' Compensation), and any other federal, state, county, municipal, or local employment discrimination statutes (including, but not limited to, claims based on age, sex, race, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, height, weight, retaliation, and veteran status); • claims, actions, causes of action, rights, or liabilities arising under any other federal, state, county, municipal, or local statute, law, ordinance, or regulation; • all claims that you have been adversely affected by a discriminatory pay decision or other discriminatory practice, including claims that compensation you received has been reduced because of discrimination based on gender, race, national origin, age, or disability, as well as any claim that the California Fair Employment gross severance amount referenced in Paragraph 3 above has been reduced because of such • except as otherwise provided under Paragraphs 3 and Housing Act 7 of this Agreement, all claims to any payment or regarding the calculation of your payment under any bonus, incentive compensation, or vacation program offered by Owlet; • any rights to become a member of any class in a case in which claims are asserted against Owlet that relate in any way to your employment or your separation from employment with Owlet. If you are made a member of a class in any proceeding, you will opt out of the class at the first opportunity (as amendedand/or not opt in); • any other claim whatsoever including, but not limited to, claims for severance pay, breach of contract, promissory estoppel, wrongful termination, defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, violation of public policy, negligence, bad faith, plus any other common law, statutory, or other claim whatsoever arising out of or relating to your employment with and separation from employment with Owlet or any other Released Parties; and • any right to recovery of any remedy (including, but not limited to, costs or attorney fees) obtained by any government agency that assumes jurisdiction over any claim, action, cause of action, right, or liability that is released by this Agreement.
Appears in 1 contract
General Release. In exchange for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receive, and as required by the Agreement, I hereby generally and completely release, acquit and forever discharge release 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, investors, 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 sign 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 thereofpaid time off, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the CompanyCompany (excluding claims for any vested right to Company stock, earned compensation, expense reimbursement or any vested right under an ERISA-qualified plan document); (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 1990, the federal Family and Medical Leave Act (as amended“FMLA”), the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the federal California Family and Medical Leave Rights Act (“FMLACFRA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended). Notwithstanding the release in the preceding sentence, I am not releasing any right of indemnification I may have in my capacity as an employee, officer and/or director of the Company pursuant to any express indemnification agreement or under applicable law, nor am I releasing any rights I may have as an owner and/or holder of the Company’s common stock and stock options.
Appears in 1 contract
General Release. In exchange for the consideration Company’s agreement to be provided retain you as a consultant, the Company’s agreement to me accelerate your vesting and allow you to continue as a Service Provider under the Employment Plan during the Consulting Period and other consideration under this Agreement that I am to which you would not otherwise entitled to receivebe entitled, I you hereby generally and completely release, acquit and forever discharge the Company and Company, its parent, subsidiaryaffiliates and subsidiaries, and affiliated entities, and investors, along with its and their predecessors and successors and their respective officers, directors, officersagents, servants, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates shareholders, successors, assigns and assigns (collectively, the “Released Parties”)affiliates, 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 unknown, that arise from or are in any way related to eventssuspected and unsuspected, 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:
(a) all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company, Company or the termination of that employment; , including any claims or rights that you may have under the Employment Agreement;
(b) all claims or demands 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; , vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation;
(c) all claims pursuant to any federal, state or local law, statute, or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended, including without limitation claims for breach attorneys’ fees;
(d) the federal Americans with Disabilities Act of contract1990; Xxxxxxx Xxxxxxxx December 18, 2009
(e) the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”);
(f) the California Fair Employment and Housing Act and all other applicable state or local laws, whether or not in California; and
(g) tort law, contract law, wrongful terminationdischarge, discrimination, harassment, fraud, defamation, emotional distress, and breach of the implied covenant of good faith and fair dealing; . By signing this Agreement, you agree that you are giving up your rights and promising not to xxx or pursue any claim or lawsuit against the Company for anything that occurred prior to the Effective Date of this Agreement, other than those claims that the law does not allow you to waive. If you break this promise, you agree to pay the Company’s costs and expenses (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, reasonable attorneys’ fees, penalties, or other claims arising under ) related to the federal Civil Rights Act defense 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 claims.
Appears in 1 contract
Samples: Termination Agreement (Monolithic Power Systems Inc)
General Release. In exchange consideration for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receivepayment and undertakings described above, I Employee, individually and on behalf of Employee’s heirs, attorneys, representatives, successors, and assigns, does hereby generally knowingly and voluntarily completely release, acquit release and forever discharge the Company Employer, its current and its former parent, subsidiarysuccessor, subsidiary and affiliated companies and entities, and investors, along with its each of the foregoing companies’ and their predecessors and successors and their entities’ respective directorsdivisions, officers, employeesdirectors, managers, shareholders, stockholders, partners, limited partners, members, agents, employees, representatives, independent contractors, payroll companies, employee benefit plans, attorneys, insurers, affiliates licensees and assigns (collectively, the “Released Parties”), of and from any and all claims, liabilities and rights, demands, actions, obligations, both and causes of action of any and every kind, nature and character, known and or unknown, that arise from or are in any way related to events, acts, conductwhich Employee may now have, or omissions occurring at any time prior to and including could have or may ever have or become entitled to, against the date that I sign this Release (collectivelyReleased Parties, the “Released Claims”). The Released Claims includeincluding, but are not limited to: (a) all without limitation, claims arising out of from or in any way related to my connected with Employee’s employment or separation of employment or relationship with the CompanyEmployer. Such released claims include, or the termination of that employment; (b) all without limitation, any claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereoffringe benefits, expense reimbursements, fringe severance benefits, stockvacation pay, stock optionssick leave pay, short term or long term disability benefits, or payment pursuant to any practice, policy, handbook or manual of Employer, or any other ownership or equity interests in the Companyform of compensation; (c) all statutory, common law, constitutional and other claims, all claims for “wrongful discharge,” emotional distress, or defamation; all claims relating to any contracts of employment, express or implied; any claims for misrepresentation, or breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing, express or implied; (d) all any claim for attorney’s fees, costs or expenses or interest on any sums allegedly due; any tort claims, including but not limited to claim of any nature; any claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all under federal, state, and or local statutory claims, including but not limited to statute or ordinance; any 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 Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amended) (1967; the “ADEA”), Older Worker Benefit Protection Act; the federal Americans with Disabilities Act; the ADA Amendments Act of 2008; the Family and Medical Leave Act (“FMLA”)Act; the Equal Pay Act; the Employee Retirement Income Security Act; the Washington State Minimum Wage Act, the California Labor Code (as amended)Washington State Family Leave Act, the Washington State Family Care Act, the Washington State Law Against Discrimination, and the California Washington State Industrial Welfare Act; the National Labor Relations Act; the Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code; the Fair Employment Credit Reporting Act; the Rehabilitation Act; the Occupational Safety and Housing Act (as amended).Health Act; the
Appears in 1 contract
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 reimbursementsunits, fringe benefits, stock, stock options, or any other ownership or equity interests or equity awards 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; (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.
Appears in 1 contract
Samples: Executive Separation Agreement (Owens & Minor Inc/Va/)
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: Employment Agreement (OMNICELL, Inc)
General Release. In exchange for the severance benefits and other consideration to be provided to me hereunder and under 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 1 contract
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 consideration for the consideration to be provided to me under severance and outplacement benefits described in Section B.1. of the Employment Agreement that I am not otherwise entitled to receiveSeverance Terms (attached hereto), I I, Xxxxxx Xxxxxxx, 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 ABITBIBOWATER INC. (the Company “Company”) and its parentrespective subsidiaries, subsidiarydivisions and affiliates, whether direct or indirect, and affiliated entitiestheir joint ventures and joint venturers, and investors, along with its and their predecessors and successors and their respective directors, officers, associates, employees, shareholders, stockholders, partners, partners and agents, attorneyspast, insurerspresent and future), affiliates and each of their respective predecessors, successors and assigns (collectively, the collectively referred to as “Released PartiesReleasees”), of and from any and all claimsknown or unknown actions, causes of action, claims 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 related to events, acts, conduct, or omissions occurring at my employment with and/or separation from employment with the Company and any time prior of the Releasees and/or any 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, including but are not limited to: :
(a) all claims claims, actions, causes of action or liabilities arising out under the Civil Code of Quebec, An Act Respecting Labour Standards, the Charter of Human Rights and Freedoms or in under any way related to my employment with the Companyother statute or regulation and/or any other federal, or the termination of that employmentprovincial laws; and/or
(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 claim whatsoever including, but not limited to, claims for severance pay, claims for salary/wages/commissions/bonus/awards, claims for expense reimbursement, claims based upon 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, intentional infliction of emotional distress, and discharge in tort, personal injury, invasion of privacy, violation of public policy; and (e) all federal, statenegligence and/or any other common law, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other claims arising under claim whatsoever relating to my employment with and/or separation from employment with the federal Civil Rights Act Company and/or any of 1964 the other Releasees. Provided that I hereby expressly retain my entitlements, if any, to pre-filing incentive awards pursuant to the AbitibiBowater 2008 Annual Incentive Plan (as amendedincluding the Synergy Bonus provided for therein), in 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 pending CCAA and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)Chapter 11 proceedings.
Appears in 1 contract
General Release. In exchange for the Company’s promises and payments set forth in Section 3, above, which includes consideration in addition to be provided anything of value to me under the Employment Agreement that I am not otherwise entitled which you already are entitled, you, personally and for your heirs, executors, administrators, successors and assigns, hereby agree to receive, I hereby generally forever and completely release, acquit fully release and forever discharge the Company and its parentsubsidiaries, subsidiarysuccessors, predecessors and affiliates, and affiliated entities, and investors, along with its and their predecessors respective current and successors and their respective former directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, predecessors, insurers, affiliates and assigns (collectively, the all of whom are referred to throughout this Agreement as “Released Parties”), of and from any and all claims, liabilities demands, actions, causes of action, suits, damages, losses, expenses, liabilities, and obligations, in each case, of every kind and nature, and both known and unknown, individually or as part of a group action, that exist, can 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 this Release (collectively, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out during your employment and/or separation of or in any way related to my employment with the Company, or through to and including the termination of that employment; (b) all claims related to my compensation or benefits from the CompanySignature Date. This general release includes, 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 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, any rights or other claims arising under the federal Civil Rights Act of 1964 California Constitution; California statutory and common law (as amendedincluding contract law, employment law and tort law), 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 California Labor Code (including Labor Code section 132A), the Age Discrimination in Employment Act (ADEA); Title VII of the of the Civil Rights Act of 1964; the Americans with Disabilities Act; the Employee Retirement Income Security Act (ERISA); the Worker Adjustment and Retraining Notification Act (WARN), federal and state family leave statutes; and any and all other federal, state and local laws, statutes, executive orders, regulations and common law; any claim for any loss, cost, damage or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by you as amended)a result of this Agreement; any and all claims for attorney’s fees and costs; and any and all claims relating to, or arising from your right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law. You and the Company agree that this is a compromise settlement of all such claims and therefore, this Agreement does not constitute any admission of liability on the part of the Company. You are releasing all rights under Section 1542 of the California Civil Code. Section 1542 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. You intend these consequences even as to claims for damages that may exist as of the date this Agreement is executed that you do not know exist and which if known, would materially affect your decision to execute this Agreement, regardless of whether the lack of knowledge is the result of ignorance, oversight, error, negligence or any other cause.
Appears in 1 contract
Samples: Employment Separation and Release Agreement (Nektar Therapeutics)
General Release. (a) In exchange for consideration of the consideration to be provided to me under Benefits and the Employment Agreement that I am not otherwise entitled to receiveCompany's other covenants contained herein and in the Agreement, I Executive hereby generally forever releases and completely release, acquit and forever discharge discharges the Company and its parent, subsidiarysubsidiary(ies), related and/or affiliated companies ("Affiliates") and affiliated entities, and investors, along with each of its and their predecessors past and successors present officers, directors, managers, employees, agents, attorneys and insurers, and each of its and their respective directors, officers, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates successors and assigns (collectively, the “"Released Parties”), of and ") from any and all claims, liabilities and charges, complaints, liens, demands, causes of action, obligations, both damages and liabilities, known and or unknown, suspected or unsuspected, that arise from or are in any way related to eventsExecutive had, acts, conductnow has, or omissions occurring at any time prior may hereafter claim to and including have against the date that I sign this Release (collectivelyReleased Parties, the “Released Claims”). The Released Claims include, but are not limited to: (a) all claims arising out of or relating in any way related to my Executive 's hiring by, employment with the Companywith, or the termination of that employment; (b) all claims related to my compensation or benefits separation from the Company, including salaryfrom the beginning of time through the date Executive executes this Release (the "Released Claims"). This release specifically extends to, bonuseswithout limitation, 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 an express or implied contract, breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, disability, loss of future earnings, and claims under the California Constitution, the United States Constitution, and applicable state and federal statutes and regulations, 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 (1964, the Fair Labor Standards Act, the National Labor Relations Act, the Labor-Management Relations Act, the Worker Retraining and Notification Act of 1988, the Rehabilitation Act of 1973, as amended), the federal Americans with With Disabilities Act, the Employee Retirement Income Security Act of 1990 (as amended)1974, the federal Age Discrimination in Employment Act of 1967 (as amended) (the “ADEA”)1967, the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act, the California Labor Code, California Civil Code, the California Business and Professions Code, and the Sxxxxxxx-Xxxxx Act (all as amendedamended from time to time).
(b) Executive acknowledges and agrees that it is his intention to forever bar every claim described in Section 5(a) herein, whether known or unknown to the Executive at this time or discovered later. Executive understands and acknowledges that there are laws which may invalidate releases of claims which are unknown to the releasing party. Executive hereby expressly waives any protection to which he may otherwise be entitled hereunder by virtue of any such law. In particular, and not by way of limitation, Executive represents and acknowledges that he is familiar with Section 1542 of the California Civil Code, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Executive hereby waives and relinquishes any rights and/or benefits which he has or may have under California Civil Code Section 1542 or any similar applicable law of any state.
(c) Executive hereby represents that no claim, complaint, charge or other action of any kind on Executive's behalf is pending against any of the Released Parties. Executive further represents and hereby agrees that Executive shall not institute a claim, complaint, charge or other action of any kind with any governmental agency or court against any of the Released Parties concerning any of the released claims. Executive further agrees not to aid or assist any other person in pursuing any claim, charge or action against the Released Parties unless compelled to do so by law or court order.
Appears in 1 contract
General Release. In exchange for the consideration provided in paragraph 1 of this Agreement, Xxxxxxxx agrees to be provided to me under the Employment Agreement that I am not otherwise entitled to receivefollowing:
2.1. Employee unconditionally, I hereby generally and completely release, acquit and forever discharge the Company and its parent, subsidiaryirrevocably, and affiliated entitiesabsolutely releases and discharges the Company, and investorsany parent and subsidiary corporations, along with its divisions, and their predecessors other affiliated entities of the Company, past and successors and their respective directorspresent, as well as the Company’s employees, officers, employees, shareholders, stockholders, partnersdirectors, agents, attorneys, insurerssuccessors, affiliates and assigns of the Company (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 to the fullest extent permitted by law including, actsbut not limited to, conductEmployee’s employment with the Company, the termination of Employee’s employment, and all other losses, liabilities, claims, demands, and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of, or omissions occurring at in any time prior way connected with, Employee’s employment with or termination from the Company. This release is intended to have the broadest possible application and includes, but is not limited to, any claims under any state law, tort, contract, common law, constitutional or other statutory claims; any claim for unpaid wages, commissions, bonuses or other employment benefits, including claims for unvested stock options or incentive/bonus compensation (including claims for unvested Equity Awards and/or benefits under the Variable Compensation Plans); any claims for penalties, damages, or awards of any kind, including without limitation liquidated damages and statutory penalties; as well as any alleged violations of any federal, state, or local laws that may govern Employee’s employment, including, without limitation, the California Labor Code or the federal Fair Labor Standards Act; Title VII of the Civil Rights Act of 1964; the Family and Medical Leave Act; the California Family Rights Act; the Worker Adjustment and Retraining Notification Act (including any similar state statute); the Xxxxxxxx-Xxxxx Act of 2002; the California Fair Employment and Housing Act; the Americans with Disabilities Act; the Age Discrimination in Employment Act of 1967, as amended; all claims for attorneys’ fees, costs, and expenses; and any other action, whether cognizable in law or in equity, based upon any conduct up to and including the date of Employee’s signature on this Agreement. However, this release shall not apply to claims for workers’ compensation benefits, unemployment insurance benefits, or any other claims that I sign cannot lawfully be waived, nor to Employee’s rights to indemnification, and advancement of legal fees as may be required, as a former officer of the Company, Employee’s right to enforce the terms of this Release (collectivelyAgreement, Employee’s rights as a shareholder of the Company and Employee’s rights to any employee benefits accrued for Employee and as to which he has a right following his separation from employment.
2.2. Employee acknowledges that Employee may discover facts or law different from, or in addition to, the “facts or law that Employee knows or believes to be true with respect to the claims released in this Agreement and agrees, nonetheless, that this Agreement and the release contained in it shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them.
2.3. Employee declares and represents that Employee intends this Agreement to be final and complete and not subject to any claim of mistake. Employee executes this release with the full knowledge that this release covers all possible claims against the Released Claims”)Parties, to the fullest extent permitted by law.
2.4. The Released Claims includeNothing in this Agreement prohibits Employee from filing a claim or charge with a federal, but are not limited to: (a) all claims arising out of state, or in any way related local agency relating to my Employee’s employment with the Company, or the termination participating in government investigations or actions. However, Employee expressly waives Employee’s right to recover any type of that employment; (b) all claims related to my compensation or benefits personal relief from the Company, including salarymonetary damages or reinstatement, bonusesin any administrative action or proceeding, commissionswhether state or federal, and whether brought by Employee or on Employee’s behalf by an administrative agency, related in any way to the matters released herein. Nothing in this paragraph is intended to prevent or discourage the Employee from communicating with or providing information to any state or federal governmental agency, nor is it intended to impede Employee’s rights to recover any rewards or other incentive compensationpayments as may be provided for under applicable law.
2.5. Employee declares and represents that as of the Effective Date of this Agreement, vacation pay and the redemption thereofEmployee is not aware of any violations of any applicable rules, expense reimbursements, fringe benefits, stock, stock options, regulations and/or laws by Company or any other ownership employee of Company; or equity interests in that if he is aware of or is concerned about any such violations, Employee has reported those to 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 1 contract
General Release. In exchange (a) As used in this Agreement, the term “claims” will include all claims, complaints, charges, demands, damages, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, attorneys' fees, accounts, judgments, losses and liabilities, of whatsoever kind or nature, in law, equity or otherwise.
(b) For and in consideration of the Separation Benefits described in Section 2 above, and other good and valuable consideration, the sufficiency of which you acknowledge, you, for and on behalf of yourself and your heirs, administrators, executors, and assigns, effective as of the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receivedate hereof, I hereby generally do fully and completely forever release, acquit remise and forever discharge the Company and its parentcurrent or previous direct and indirect parents, subsidiarysubsidiaries and affiliates, and affiliated entities, and investors, along together with its and their predecessors and successors and their respective officers, directors, officers, employeespartners, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates employees and assigns agents (collectively, the “Released PartiesGroup”), of and ) from any and all claimsclaims which you had, liabilities and obligationsmay have had, both or now have against the Company or any other member of the Released Group, for or by reason of any matter, cause or thing whatsoever, known and or unknown, that arise from or are in including 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 claim arising out of or in any way related attributable to my your employment or the termination of your employment with the Company, or the termination including but not limited to claims 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 fraudunjust dismissal, defamation, libel or slander, intentional infliction of emotional distressharm or other tort, or under any federal, state or local law dealing with discrimination, including, without limitation, based on age, race, sex, national origin, handicap, religion, disability or sexual preference. This release of claims includes, but is not limited to, all claims (i) for severance or vacation benefits, unpaid wages, salary or incentive payments and (ii) arising under Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Age Discrimination in Employment Act (“ADEA”), the Xxxxx Xxxxxxxxx Fair Pay Act, the Family and Medical Leave Act, the Families First Coronavirus Response Act, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act of 1974, as amended, the Uniformed Services Employment and Reemployment Rights Act of 1994, the New York State Human Rights Law, the New York State Labor Law, the New York City Human Rights Law, the New York Civil Rights Law, and discharge in violation of public policy; the New York City Administrative Code and (e) all other federal, state, and local statutory claimsemployment and labor laws and anti-discrimination laws, including but applicable common law and any other purported restriction on an employer’s right to terminate the employment of employees. Notwithstanding the foregoing, the release within this Agreement does not limited extend to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, those rights that cannot be waived as a matter of law or other claims any rights expressly arising under or preserved by this Agreement, which includes your rights to the federal Civil Rights Act of 1964 Separation Benefits.
(as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967 (as amendedc) (the “ADEA”), the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended)You specifically understand that this Agreement, and the California Fair Employment release contained herein, waives all claims and Housing Act rights you might have under the ADEA. You acknowledge receipt of the ADEA Disclosure provided to you and incorporated herein by reference.
(as amendedd) The Company shall instruct its officers and directors not to at any time make (or cause to be made) in a public forum any knowingly disparaging, derogatory or other negative statement about you. The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings).
Appears in 1 contract
General Release. In exchange for Xxxxx Xxxx, in consideration of the consideration to be provided to me under Severance Benefits (the Employment “Severance Benefits”) described in the Confidential Severance Agreement that I am not otherwise entitled to receivedated June 22, I 2010 (the “Severance Agreement”), do hereby generally release CareFusion Corporation and completely release, acquit and forever discharge the Company and all of 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, insurerssubsidiaries, affiliates and assigns related companies (collectively, collectively referred to as “CareFusion” or the “Released PartiesCompany”), ) by execution of and this release (the “Release”) from any and all claimsclaims and causes of action that may exist, 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 as of the date that I sign of my execution of this Release with the exception of any unemployment compensation claim I may have and any other claims that cannot be waived by law. I agree that this Release applies to all officers, directors, employees and other representatives of CareFusion, its subsidiaries, affiliates and related companies (collectively, collectively “the “Released ClaimsReleasees”). The Released Claims includeThis Release relates to all causes of action to the extent permitted by law, including, but are not limited to: , claims under CareFusion’s policies or practices, federal and state fair employment practices or discrimination laws, laws pertaining to breach of employment contract or wrongful termination, claims under any applicable state or federal employment, labor or wage and hour statute, and claims under the Age Discrimination and Employment Act (aADEA), the Worker Adjustment and Retraining Notification Act (WARN) all claims arising out and any applicable state laws of similar intent. In addition, I agree that I will not initiate, bring, or prosecute any suit, action or grievance against any of the Releasees for any released claim in any way related to my employment with the Companyfederal, state, county 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 optionsmunicipal court, or any other ownership arbitral forum, except as specifically stated below. I further agree that if I do so, I shall be liable for the payment of all damages and costs, including attorneys’ fees, incurred by any of the Releasees in connection with my suit, action, or equity interests grievance. I also waive my right to any relief sought in the Company; (c) all claims for breach of contractconnection with such claims, wrongful terminationincluding any right to damages, attorneys’ fees, costs, and breach all other legal or equitable relief. This agreement not to xxx does not prohibit me from pursuing a lawsuit, claim, or charge to challenge the validity or enforceability of this agreement under the implied covenant Age Discrimination in Employment Act (“ADEA”) or the Older Workers Benefit Protection Act (“OWBPA”), nor does it render me liable for damages or costs, including attorneys’ fees, incurred by the Releasees in connection with a lawsuit, claim, or charge to challenge the validity or enforceability of good faith and fair dealing; (d) all tort claimsthis agreement under the ADEA or the OWBPA. This agreement not to xxx also does not prohibit me from filing charges with government agencies or participating in any investigation resulting from such charges. However, under this agreement, I agree not to accept any monetary or personal relief or remedy, including but not limited to back pay, front pay, or reinstatement, that may be awarded in connection with such charges. In addition, this general Release is not intended to bar 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 workers’ compensation benefits. This Release does not limited apply to claims for discrimination, harassment, retaliation, attorneys’ fees, penalties, or other any claims arising under the federal Civil Rights Act after my execution 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)this general Release.
Appears in 1 contract
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 sue 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 1 contract
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
General Release. (a) In exchange consideration for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveundertakings and promises of Company set forth in this Agreement, I hereby generally and completely releaseExecutive unconditionally releases, acquit and forever discharge the Company and its parent, subsidiarydischarges, and affiliated entitiesholds harmless Company, and investors, along with its and their predecessors and successors and their respective directorscorporate affiliates, officers, employeesdirectors, shareholders, stockholders, partnersemployees, agents, attorneys, insurers, affiliates insurers and attorneys as individuals; and the successors and assigns of each (collectively, the collectively referred to as “Released PartiesReleasees”), from each and every claim, cause of action, right, liability or demand of any kind and nature, and from any and all claims, liabilities and obligations, both known and unknown, that arise from or are in any way related claims which may be derived therefrom (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 include, but are not limited to: (a) all claims arising out of whether presently known to Executive or in any way related to my employment with the Companynot, that Executive had, has, or might claim to have against Releasees at 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 claimstime Employee executes this Agreement, including but not limited to claims for fraudany and all claims:
i. arising from Executive’s employment, defamationpay, emotional distressbonuses, vacation or any other employee benefit, and discharge in violation other terms and conditions of public policy; and (e) all federalemployment or employment practices of Company;
ii. relating to the termination of Executive’s employment with Company or the surrounding circumstances thereof;
iii. relating to payment of any court costs or attorney’s fees for Executive;
iv. based on discrimination or harassment on the basis of race, statecolor, and local statutory claimsreligion, including but not limited to claims for discriminationsex, harassmentnational origin, retaliationhandicap, attorneys’ feesdisability, penalties, age or any other claims arising category protected by law 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)1991, Executive Order 11246, the federal Age Discrimination in Employment Act, the Older Workers Benefits Protection Act, the Equal Pay Act, the Americans With Disabilities Act, the Rehabilitation Act of 1967 1973, the Consolidated Omnibus Budget Reconciliation Act of 1985, (as any of these laws may have been amended) or any other similar labor, employment or anti-discrimination law under state, federal or local law; or
v. based on any contract, tort, whistleblower, personal injury, or wrongful discharge theory.
(b) Nothing in this Agreement shall: (i) alter or reduce any vested, accrued benefits (if any) Executive may have to any pension benefits to which Executive may be entitled under any retirement or 401(k) plan established by Company; or (ii) affect Executive’s right (if any) to elect and pay for continuation of Executive’s health insurance coverage under the “ADEA”)Health Benefit Plan pursuant to COBRA.
(c) Executive acknowledges and agrees that executive would not be eligible for the compensation to be paid under Sections 1 and 2 of this Agreement absent his undertakings and obligations contained herein.
(d) To Company’s knowledge, the federal Family and Medical Leave Act (“FMLA”), the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended)Company does not currently have any Claim against Executive.
Appears in 1 contract
General Release. (a) In exchange consideration for the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receivepayments and benefits and other terms described herein, I Employee hereby generally knowingly and completely releasevoluntarily releases, acquit waives and forever discharge discharges the Company and its parentany subsidiaries or affiliates thereof (including NantWorks, subsidiaryLLC and California Capital Equity, and affiliated entities, and investors, along with its and their predecessors and successors LLC) and their respective directors, officers, employees, shareholdersbenefit plans and administrators, stockholders, partners, agents, attorneys, insurers, affiliates successors and assigns (collectively, the “Released Parties”), of and ) from any and all claimsclaims (including any claims for equity), liabilities and causes of action, demands, obligations, both damages, losses, actions, expenses and liabilities of any kind, legal and equitable, whether known and or unknown, that arise from at 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, or Company and the termination thereof. This Release is to be broadly construed so as to resolve all pending or potential disputes including, but without limiting the generality of that employment; (b) the foregoing, any and all claims related to my compensation or benefits from under the CompanyAge Discrimination in Employment Act, including salaryas amended by the Older Workers Benefit Protection Act of 1990, 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 (as amended)1964, the federal Americans with Disabilities Act, the Employee Retirement Income Security Act of 1990 (as amended)1974, 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 Labor Code (as amended), and the California Fair Employment and Housing Act Act, the discrimination and wage payment laws of the State of California, and any other federal, state or local statute, rule, regulation, ordinance, public policy or principle of common law, and any and all claims based upon alleged wrongful discharge, constructive discharge, tortious interference, employment discrimination on any basis, harassment on any basis, retaliation on any basis, defamation, fraud, breach of contract (express or implied), emotional distress, negligence, invasion of privacy and all claims for compensatory damages, punitive damages, attorneys’ fees, salary, commissions, bonuses, expense reimbursements, severance payments, deferred compensation payments, health benefits, retirement benefits, vacation pay, holiday pay, sick pay and any other wages or monies due. Notwithstanding the foregoing, Employee does not waive any rights Employee may have (i) to enforce the terms of this Agreement, (ii) to amounts or benefits to be paid or provided under this Agreement or any Company-sponsored employee benefit plan, including, but not limited to, any 401(k) or other retirement plan, (iii) as amendedan equityholder of the Company, or (iv) to be indemnified by the Company to the fullest extent allowed by statute (including, without limitation, California Labor Code Section 2802), contract, or common law from and against any claims that are or may be made against Employee based on any actual or alleged acts or omissions by Employee that arise out of or relate to Employee’s employment by the Company.
(b) Employee represents and agrees that he has not and will not file or initiate any legal proceedings, complaints or charges of any kind to the extent such claims are expressly released herein with any court or governmental or administrative agency against any one or more of the Released Parties relating to his employment or positions with the Company, and that he will not participate in or accept any monies from any such action either in his individual capacity or as part of a representative or class action. Employee further agrees that he will not solicit, encourage, assist or cooperate in any proceedings, complaints or charges against the Company or any other Released Party brought by any other person or entity to the extent such proceedings, complaints or charges are expressly released herein, unless specifically subpoenaed to appear or otherwise required by court order or in an official governmental investigation or otherwise required by law. The Company and the other Released Parties shall be entitled to plead this Release as a complete defense to any claim or entitlement relating to claims released herein which hereafter may be asserted by Employee or other persons or agencies acting on his behalf in any suit or claim against the Company or any other Released Party. In the event that Employee sues the Company or any other Released Party in violation of this Agreement, Employee agrees and acknowledges that he will pay such Released Party its litigation costs and expenses, including reasonable attorneys’ fees, associated with its defense. Employee understands that nothing in this Agreement precludes him from filing a charge with or participating in an investigation by the Equal Employment Opportunity Commission, the Securities & Exchange Commission, or any other government or administrative agency; provided, however, Employee hereby waives any right to receive any monetary award resulting from such a charge or investigation to the extent such charge or investigation results from a claim that is expressly released herein.
(c) Employee understands and acknowledges that:
(i) This Agreement constitutes a voluntary waiver of any and all rights and claims Employee has or may have against the Released Parties arising under the Age Discrimination in Employment Act, 29 U.S.C. § 623 et seq.;
(ii) Employee is waiving these substantive rights and claims pursuant to this Agreement in exchange for consideration, the value of which exceeds any payment or remuneration to which Employee was already entitled;
(iii) Employee is hereby advised that Employee may consult with an attorney of Employee’s choosing concerning this Agreement prior to executing it;
(iv) Employee has been afforded a period of at least twenty-one (21) days to consider the terms of this Agreement, and in the event Employee should decide to execute this Agreement in less than twenty-one (21) days, Employee has done so with the express understanding that Employee has been given and declined the opportunity to consider this Agreement for a full twenty-one (21) days; and
(v) Employee may revoke this Agreement at any time during the seven (7) days following the date of execution of this Agreement, and this Agreement shall not become effective or enforceable until such revocation period has expired. Any revocation must be in writing and must be delivered, either by hand, overnight courier, or certified mail, return receipt requested, to the Company.
(d) Nothing contained in this Agreement waives any claim that may arise after the date on which Employee signs this Agreement.
(e) Employee acknowledges and agrees that this Agreement is not to be construed nor deemed in any way as an admission of any liability, whatsoever, by any one or more of the Released Parties. The Company specifically denies that it has any liability to or that it has done any wrongful, harassing or discriminatory acts against Employee on the part of itself or its officers, directors, employees and agents.
Appears in 1 contract
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
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
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 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
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 2.1 Executive unconditionally, irrevocably and absolutely releases and discharges 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, subsidiaryCompany, and any parent and subsidiary corporations, divisions and other affiliated entitiesentities of the Company, past and investorspresent, along with its and their predecessors and successors and as well as their respective directorspast and present 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 Executive and the Released Parties 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) all claims , any losses, liabilities, claims, 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, or the termination of that Executive’s employment; (b) all claims related . This release is intended to my compensation or benefits from have the Companybroadest possible application and includes, including salarybut is not limited to, bonusesany tort, 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 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 constitutional or other statutory claims, including but not limited to claims for discriminationas well as alleged violations of the California Labor Code, harassmentany applicable California Industrial Welfare Commission order, retaliationthe California Business and Professions Code, attorneys’ fees, penalties, or other claims arising under Title VII of the federal Civil Rights Act of 1964 (as amended)1964, the federal California Fair Employment and Housing Act, the Americans with Disabilities Act of 1990 (as amended)Act, the federal Family and Medical Leave Act, the California Family Rights Act, the Age Discrimination in Employment Act of 1967 (1967, other applicable federal and state laws and regulations, all as amended) (, and all claims for attorneys’ fees, costs and expenses. However, this release shall not apply to claims for payment of the “ADEA”)Severance Benefits or the enforcement of other rights under this Agreement, claims for indemnification under the Company’s by-laws, charter, or other governing documents or directors and officers liability insurance, workers’ compensation benefits or unemployment insurance benefits or any other claims of Executive that cannot, by statute, lawfully be waived by this Agreement.
2.2 Executive acknowledges that he may discover facts or law different from, or in addition to, the federal Family facts or law that he knows or believes to be true with respect to the claims released in this Agreement and Medical Leave Act (“FMLA”)agrees, nonetheless, that this Agreement and the California Labor Code (as amended)release contained in it shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them.
2.3 Executive declares and represents that he intends this Agreement to be final and complete and not subject to any claim of mistake. Executive executes this Agreement with the full knowledge that the release contained herein covers all possible claims against the Released Parties, to the fullest extent permitted by law.
2.4 Executive expressly waives any right to recover any type of personal relief from the Company, including monetary damages or reinstatement, in any administrative action or proceeding, whether state or federal, and whether brought by Executive or on Executive’s behalf by an administrative agency, related in any way to the California Fair Employment and Housing Act (as amended)matters released herein.
Appears in 1 contract
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 (Nobel Learning Communities Inc)
General Release. In exchange return for the consideration special compensation and benefits referenced in this Supplemental Release, I, Xxxxxx Xxxxxx, agree to be provided the following:
A. 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 Fossil and Fossil, I hereby generally Inc. and completely releasetheir parent companies, acquit subsidiaries, all affiliates of each, predecessors and forever discharge the Company and its parent, subsidiarysuccessors, and affiliated entitiesall of their present or former officers, and investorstrust managers, 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 “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 arise out of or relate to eventsmy employment at Fossil or any of the Released Parties, actsthe separation of my employment at Fossil or any of the Released Parties, conductany agreements between Fossil or any of the Released Parties and me, or omissions and concerning events occurring at any time prior up to and including the date that I sign of this Release (collectivelySupplemental Release, the “Released Claims”). The Released Claims includeincluding, but are not limited to: (a) , any and all claims arising out of discrimination or in retaliation of any way related to my employment with the Companykind, and any contractual, tort or the termination of that employment; (b) other common law claims. This release, settlement and waiver includes all claims related to my compensation or benefits from the Companysuch claims, 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 whether for breach of contract, wrongful terminationquasi-contract, and breach of the implied covenant of good faith and fair dealing; (d) all contract, quantum meruit, unjust enrichment, compensation, deferred compensation, equity interest, any tort claims, including any and all claims under any applicable federal laws, including, but not limited to claims for fraudto, defamationthe Age Discrimination in Employment Act, emotional distressas amended, 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), 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, the Xxxxxxxx-Xxxxx Act, or under any applicable state or local laws or ordinances or any other legal restrictions on Fossil’s or the Released Parties’ rights, including, but not limited to, the Texas Commission on Human Rights Act and Section 451 of the Texas Labor Code.
B. I further agree not to file a suit of any kind against Fossil or any of the Released Parties relating to my employment at Fossil or any of the Released Parties, the separation thereof, any agreements between Fossil or any of the Released Parties and me, or to participate voluntarily in any employment-related claim brought by any other party against Fossil or any of the Released Parties. Even if a court rules that I may file a lawsuit against Fossil or any of the Released Parties arising from my employment at Fossil or any of the Released Parties, or the separation thereof, I agree not to accept any money damages or any other relief in connection with any such lawsuit. I understand that this Supplemental Release effectively releases and waives any right I might have to xxx Fossil or any of the Released Parties for any claim arising out of my employment at Fossil or any of the Released Parties, any agreements between Fossil or any of the Released Parties and me, or the separation of my employment. However, this release does not waive my rights to enforce this Supplemental Release. In addition, this release does not give up my rights, if any, to COBRA benefits under Fossil’s standard benefit programs applicable to me. Further, this release does not waive my rights to vested equity interests, vested 401(k) or pension monies, my final paycheck, or reimbursement of any outstanding business expense amounts (in accordance with Fossil’s existing reimbursement policies). In this regard, any awards made to me under any Fossil equity plans, including, but not limited to, the 2004 Long-Term Incentive Plan and the California Fair Employment 2002 Restricted Stock Plan, shall be subject to the terms and Housing Act (as amended)conditions of the applicable plan and award agreements and documents.
Appears in 1 contract
Samples: Separation Agreement (Fossil 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 (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 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 California Fair Employment and Housing Act, the California Family Rights Act of 1993, the California Equal Pay Law, 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 or my separation from the Company, or . I further covenant not to xxx any of the termination of that employment; Releasees with respect to any matters released hereby.
(b) all This release does not include a release or waiver of any rights or claims related I have, or might subsequently have in my capacity as a stockholder of Orthofix International N.V. In addition, this Release shall not release the Company from its continuing obligation to honor the terms of the Employment Agreement. However, this Release shall remain in full force and effect regardless of any claim by me that the Company failed to honor the terms of the Employment Agreement. In the event of any such dispute, my compensation or benefits from sole remedy against the Company shall be to enforce the terms of the Employment Agreement. I am also not waiving, and nothing in this Release is intended to waive, any right to coverage under any directors and officers insurance coverage, if any, provided by the Company, including salary, bonuses, commissions, other incentive compensation, vacation pay and the redemption thereof, expense reimbursements, fringe benefits, stock, stock optionsCompany Group, or any other ownership member of the Company Group, to which I might be entitled. I am also not waiving, and nothing in this Release is intended to waive any claims I may have for unemployment insurance or equity interests in the Company; (c) all workers’ compensation benefits, state disability compensation, claims for breach any vested benefits under any Company-sponsored benefit plan, or any claims that, as a matter of contractlaw, wrongful terminationmay not be released by private agreement. I am also not waiving, and breach nothing in this Release is intended to waive, any claims relating to the validity or enforceability of this Release; or any non-waivable right to file a charge with 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 United States Equal Employment Act of 1967 (as amended) Opportunity Commission (the “ADEAEEOC”) or the National Labor Relations Board (“NLRB”); provided, however, that I shall not be entitled to recover any monetary damages or to non-monetary relief if the federal Family and Medical Leave Act (“FMLA”)EEOC or NLRB were to pursue any claims relating to my employment with the Company. EXCEPT AS OUTLINED ABOVE, the California Labor Code (as amended)THIS MEANS THAT, and the California Fair Employment and Housing Act (as amended)BY SIGNING THIS RELEASE, I WILL WAIVE ANY RIGHT I MAY HAVE HAD TO PURSUE OR BRING A LAWSUIT OR MAKE ANY LEGAL CLAIM AGAINST THE COMPANY OR THE RELEASEES THAT IN ANY WAY ARISES FROM OR RELATES TO MY EMPLOYMENT OR THE TERMINATION OF THAT EMPLOYMENT, UP TO AND INCLUDING THE DATE OF THE EXECUTION OF THIS RELEASE.
Appears in 1 contract
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)
General Release. In exchange (a) Employee, for himself, his agents, legal representatives, assigns, heirs, distributees, devisees, legatees, administrators, personal representatives and executors (collectively, the consideration to be provided to me under the Employment Agreement that I am not otherwise entitled to receive“Releasing Parties”), I hereby generally release and completely release, acquit and forever discharge the Company Employer and its parentpresent and past subsidiaries and affiliates, subsidiary, and affiliated entities, and investors, along with its and their predecessors and respective successors and their respective directorsassigns, and the present and past shareholders, officers, directors, employees, shareholders, stockholders, partners, agents, attorneys, insurers, affiliates agents and assigns representatives of each of the foregoing (collectively, the “Released Parties”), of and from any and all claims, demands, actions, liabilities and obligationsother claims for relief and remuneration whatsoever, both whether known and or unknown, that arise from or are in any way related the beginning of the world to events, acts, conduct, or omissions occurring at any time prior to and including the date that I sign Employee signs this Release (collectivelyAgreement, the “Released Claims”). The Released Claims includeincluding, but are not limited to: (a) all without limitation, any claims arising out of or in any way related relating to my Employee’s employment with the Company, or the and termination of that employment; (b) all claims related to my compensation or benefits employment from the CompanyEmployer, 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 contractdiscrimination or retaliation under any federal, wrongful terminationstate or local fair employment practices laws, and breach including, 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 amendedamended by the Civil Rights Act of 1991), the federal Family and Medical Leave Act, the 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 Family and Medical Leave Act New York State Human Rights Law (“FMLA”), Article 15 of the California Labor Code (as amendedNew York State Executive Law), and any claims under any tort or contract (express or implied) theory, and any of the California Fair Employment claims, matters and Housing Act issues which could have been asserted by the Releasing Parties against the Released Parties in any legal, administrative or other proceeding in any jurisdiction, provided that the Releasing Parties do not release potential claims for failure of the Released Parties to comply with the terms of this Agreement and applicable law relating to Employee’s benefits, including without limitation, vested balances in the Employer’s Section 401(k) retirement savings plan.
(b) Employee further agrees not to assert any claim released hereby against any Released Party in any lawsuit and shall not seek or accept any damages or relief with respect to any claims released by the language above.
(c) Nothing contained in this Agreement shall be construed as amended)an admission of wrongdoing or liability whatsoever by any Released Party against Employee.
Appears in 1 contract
General Release. In exchange consideration for the consideration separation pay to be provided to me under the Employment Agreement that I am not otherwise entitled to receiveterms of XXXXXXX STATE COMMUNITY COLLEGE VOLUNTARY BUYOUT PROGRAM ('VBP'), I I, on behalf of myself and my heirs, executors, administrator, attorneys and assigns, hereby generally and completely releasewaive, acquit release and forever discharge the Company and Xxxxxxx State Community College, its parent, subsidiary, and affiliated entities, and investorsincluding but not limited to departments, along with its and their predecessors and successors and their respective directorsboards, officersdivisions, affiliates, director, attorneys, employees, shareholders, stockholders, partners, agents, attorneysemployee benefits plans, insurers, affiliates assignees, fiduciaries, administrators, trustees, and assigns legal representatives, both past and present from any and all known or unknown actions, causes of action, claims or liabilities of any kind which have been or could be asserted against the State or College arising out of or related to my employment with and/or separation from employment with the College and/or any other occurrence up to and including the date on which I sign this Agreement, including but not limited to:
(collectively, the “Released Parties”), of and from a) any and all claims, actions, causes of action or liabilities arising under the Constitution of the United States of America, the Constitution of the State of Tennessee, the Reconstruction Era Civil Rights Act (42 U.S.C. §§ 1981-1988), Title VII of the Civil Rights Act, as amended, the Age Discrimination in Employment Act, as amended (' ADEA'), the Rehabilitation Act, as amended, the American's with Disabilities Act, as amended, the Family and obligationsMedical Leave Act, both known the National Labor Relations Act, as amended, the Worker Adjustment and unknownRetraining Notification Act, that arise from or are in and/or any way related to eventsother federal, actsstate, conductmunicipal, or omissions occurring at any time prior to and including the date that I sign this Release local employment-related statutes or ordinances (collectively, the “Released Claims”). The Released Claims includeincluding, but are not limited to: , discrimination claims based on age, sex, attainment or benefits plan rights, race, ethnicity, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and veteran status); and/or
(ab) all claims claims, actions, causes of action or liabilities arising under any other federal, state, municipal or local statute, law, ordinance or regulation, including but not limited to Title 8 of the Tennessee Code, the Tennessee Human Rights Act, as amended (Tenn. Code Xxx.§ 4-21-401 et seq.), and the Tennessee Family Leave Act (Tenn. Code Xxx.§ 4-21-408); and/or
(c) any claim that I might have for unemployment compensation through the Tennessee Department of Labor and Workforce Development arising out of or in any way related to my employment with the Company, or the termination of that separation from College 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; and/or
(d) all tort claimsany other claim or grievance whatsoever, including but not limited to claims for fraudseverance pay, claims based upon breach of contract, claims for attorney's fees, wrongful termination, promissory estoppels, defamation, intentional infliction of emotional distress, and discharge in tort, personal injury, invasion of privacy, violation of public policy; and (e) , negligence and/or any other common law, statutory or other claim or grievance whatsoever arising out of or relating to my employment with and/or separation from employment with the College. Notwithstanding the above General Release of all federal, state, and local statutory claims, including but I am not limited to waiving or releasing: (i) claims for discriminationworkers' compensation; (ii) claims for medical conditions caused by exposure to hazards during my employment of which I was not aware before or at the time I signed this Agreement; (iii) claims arising after the date on which I sign this Agreement; (iv) claims for vested or accrued benefits under a State employee benefit plan; or (v) my rights to file a charge with the U.S. Equal Employment Opportunity Commission ("EEOC") or any other federal or state fair employment practices agency and to participate in an agency investigation. I am, harassmenthowever, retaliationwaiving all rights to recover money or other individual relief in connection with any charge filed by myself, attorneys’ fees, penaltiesEEOC, or any 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)person or entity.
Appears in 1 contract
Samples: Buyout Agreement
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 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 (collectively, the “Company Group”), up to and including the date that I sign of execution of this Release, other than my right to receive the Severance Payment and other benefits and consideration described in the Letter Agreement. This Release (collectivelyincludes, the “Released Claims”). The Released Claims include, but are not limited towithout limitation: (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 at law or equity interests or sounding in the Company; contract (cexpress or implied) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claimsor tort, including but not limited to claims for fraudunder the Employment Agreement; (ii) claims arising under any federal, defamationstate or local laws of any jurisdiction that prohibit age, emotional distresssex, race, national origin, color, disability, religion, veteran or military status, sexual orientation or any other form of discrimination, harassment or retaliation (including, without limitation, the 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 discharge in violation of public policy; and (e) all claims under any other federal, state, and local statutory claimsor common law, including but not limited to claims for discriminationstatute, harassment, retaliation, attorneys’ fees, penalties, regulation or other decision); (iii) claims arising under the federal Civil Rights Act Employee Retirement Income Security Act; or (iv) any other statutory or common law claims related to my employment with the Company or my separation from the Company. I further covenant not to sue any of 1964 the Releasees with respect to any matters released hereby.
(b) This Release does not include a release of any rights and claims to any benefits to which I might be entitled under the terms of any employee benefit plan maintained by the Company, or any member of the Company Group, in which I am a participant. This release also does not include a release or waiver of any rights or claims I have, or might subsequently have (i) under the Indemnity Agreement between Orthofix International, N.V. and me or (ii) in my capacity as amended)a stockholder of Orthofix International N.V. In addition, this Release shall not release the Company from its continuing obligation to honor the terms of the Employment Agreement and the Letter Agreement. However, this Release shall remain in full force and effect regardless of any claim by me that the Company failed to honor the terms of the Employment Agreement or the Letter Agreement. In the event of any such dispute, my sole remedy against the Company shall be to enforce the terms of the Employment Agreement and the Letter Agreement. I am also not waiving, and nothing in this Release is intended to waive, any right to coverage under any directors and officers insurance coverage, if any, or any employed lawyers insurance coverage provided by the Company, the federal Americans Company Group, or any member of the Company Group, to which I might be entitled. I am also not waiving, and nothing in this Release is intended to waive any claims I may have for unemployment insurance or workers’ compensation benefits, state disability compensation, claims for any vested benefits under any Company-sponsored benefit plan, or any claims that, as a matter of law, may not be released by private agreement. I am also not waiving, and nothing in this Release is intended to waive, any claims relating to the validity or enforceability of this Release; or any non-waivable right to file a charge with Disabilities Act of 1990 (as amended), the federal Age Discrimination in United States Equal Employment Act of 1967 (as amended) Opportunity Commission (the “ADEAEEOC”) or the National Labor Relations Board (“NLRB”); provided, however, that I shall not be entitled to recover any monetary damages or to non-monetary relief if the EEOC or NLRB were to pursue any claims relating to my employment with the Company. EXCEPT AS OUTLINED ABOVE, THIS MEANS THAT, BY SIGNING THIS AGREEMENT, I WILL WAIVE ANY RIGHT I MAY HAVE HAD TO PURSUE OR BRING A LAWSUIT OR MAKE ANY LEGAL CLAIM AGAINST THE COMPANY OR THE RELEASEES THAT IN ANY WAY ARISES FROM OR RELATES TO MY EMPLOYMENT OR THE TERMINATION OF THAT EMPLOYMENT, UP TO AND INCLUDING THE DATE OF THE EXECUTION OF THIS AGREEMENT.
(c) I acknowledge that different or additional facts may be discovered in addition to what I now know or believe to be true with respect to the matters herein released, and I agree that this Release shall be and remain in effect in all respects as a complete and final release of the matters released, notwithstanding any such different or additional facts. I represent and warrant that I have not previously filed or joined in any claims against the Company or any of the Releasees, that I have not given or sold any portion of any claims released herein to anyone else, and that I will indemnify and hold harmless the Releasees from all liabilities, claims, demands, costs, expenses and/or attorneys' fees incurred as a result of any such assignment or transfer.
(d) I acknowledge that I have been given an opportunity of twenty-one (21) days to consider this Release, but I may voluntarily waive that period by signing it earlier, and I acknowledge that I am being advised herein to consult with legal counsel of my own choosing prior to executing this Release. I understand that for a period ending at the end of the seventh calendar day following my execution of this Release (“Revocation Period”), I shall have the federal Family right to revoke this Release by delivering a written notice of revocation to Xxxxxx X. Xxxxxx, Orthofix Inc., Chief Financial Officer, 000 Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx XXX Xxxxx, Xxxxxx, XX 02199 no later than the end of the seventh calendar day after I sign this Agreement. I understand and Medical Leave Act (“FMLA”)agree that this Release will not be effective and enforceable until after the Revocation Period expires without revocation, the California Labor Code (as amended)and if I elect to exercise this revocation right, this Release shall be voided in its entirety, and the California Fair Company shall be relieved of all obligations under this Release and certain or all obligations under the Employment Agreement and Housing Act the Letter Agreement as provided respectively therein. This Release shall be effective on the eighth calendar day after it is executed by me (“Effective Date”) provided it has not been previously revoked as amended)provided herein.
Appears in 1 contract
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: Separation Agreement and General Release (Acorda Therapeutics Inc)
General Release. If you wish to receive benefits under the terms of the Raytheon Severance Pay Plan (the “Plan”), you must sign this General Release (“Release”) and return it to Xxxxx Xxxxxxx no later than August 20, 2015. You have seven (7) days after you sign the Release to change your mind and revoke your Release. The Release shall not become effective or enforceable until the eighth day after you sign the Release. • You will have twenty-one (21) days to consider the terms of the Release, unless you decide to execute the Release sooner. In exchange for the consideration to be benefits provided to me under the Employment Plan and the Transition 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 PartiesAgreement”), of you agree to release the Raytheon Company (“Company”) and the other the Released Parties (as defined below) from any and all claims, liabilities and obligationsdemands, both causes of action or obligations of whatever nature, whether known and or unknown, that arise from contingent 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 claimsabsolute, including but not limited to all claims for fraudrelating to your employment by, defamationor separation from employment with the Company. The term “Released Parties,” as used in this Release, emotional distressmeans Raytheon Company, its subsidiaries, related corporations, affiliates, partnerships and joint ventures and their respective predecessors, successors and assigns (“Companies”), and discharge the current and former directors, officers, fiduciaries, employees, agents and representatives of the Companies. Your release includes, subject only to the limitations described in violation the following two paragraphs, any claim for wrongful discharge, breach 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, contract or other 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 in Employment Act of 1967 1967, as amended (as amended) (the “ADEA”), Title VII of the federal Family and Medical Leave Civil Rights Act (“FMLA”)of 1964, the California Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act of 1990, claims under any other federal, state or local statute, regulation or other law, and any claim under an applicable collective bargaining agreement. Your Release also includes all claims of every nature and kind whatsoever, whether known or unknown, suspected or unsuspected, past or present, which you may have against the Released Parties. Your release does not include claims or rights that cannot be released by private agreement under federal or applicable state or local law including, but not limited to, the Fair Labor Code (Standards Act, the ADEA, applicable workers’ compensation or unemployment compensation statutes, and any claims for indemnification under applicable state law. Likewise, your release does not include any claims for benefits you may have under the Company’s other employee benefit plans. Nothing in this Release shall be construed to prohibit you from filing a charge with the Equal Employment Opportunity Commission, the United States Department of Labor, the National Labor Relations Board or any comparable state or local agencies. In addition, this release does not limit your right to testify, assist, or participate in an investigation, hearing or proceeding conducted by the EEOC under the ADEA, Title VII of the Civil Rights Act as amended), and the California Fair Employment and Housing Americans with Disabilities Act (as amended)is the Equal Pay Act. Notwithstanding the foregoing, you agree to waive your right to recover monetary damages in any charge, complaint, or lawsuit filed by you or by anyone else including the EEOC, on your behalf.
Appears in 1 contract
Samples: Transition Agreement (Raytheon Co/)
General Release. In exchange for (a) As a material inducement to the consideration Company to be provided to me under enter into this Agreement and other good and valuable consideration, the Employment Agreement that I am not otherwise entitled to receivereceipt and sufficiency of which is hereby acknowledged, I Employee, on behalf of himself, his heirs, administrators, representatives, executors, successors, and assigns, hereby generally irrevocably and completely releaseunconditionally releases, acquit acquits, and forever discharge discharges the Company and its parentpredecessors, subsidiaryparents, subsidiaries, affiliates, divisions, any related entity, 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, employeesdirectors, shareholders, stockholders, partners, agentsemployees, attorneysmembers, insurerstrustees, affiliates fiduciaries, representatives, owners, attorneys and assigns all persons acting by, through, under or in concert with any of them (collectively, the “"Released Parties”), of and ") from any and all claims, liabilities and suits, charges, complaints, liabilities, obligations, both promises, agreements, damages, causes of action, demands, losses, debts, attorneys' fees and expenses of any nature whatsoever, known and unknownor unknown ("Claims") which Employee has, that arise from had or are in claims to have had 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 sign Employee executes 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 Employee's employment and separation from employment with the Company, Claims of discrimination under the common law or any federal, state or local statute or regulation (including, without limitation, the termination Civil Rights Act of that employment; (b) all claims related to my compensation or benefits from 1964, the CompanyAge Discrimination in Employment Act, including and the Americans with Disabilities Act, as amended), Claims for wrongful discharge, Claims for the payment of any salary, wages, bonuses, commissions, other incentive compensationvacation pay, vacation severance pay and the redemption thereof, expense reimbursements, fringe or benefits, stockClaims of detrimental reliance, stock optionsand all other statutory, common law or other Claims of any nature whatsoever, to the fullest extent permitted by law. This General Release of Claims does not apply to any claims concerning a breach of this Agreement, claims for any vested benefits under employee benefit plans of the Company, any rights to benefits under applicable workers' compensation statutes or government-provided unemployment benefits, claims that cannot be waived as a matter of law, or any other ownership claims arising after the date Employee executes this Agreement.
(b) Employee acknowledges that the Company has advised Employee to consult with an attorney before executing this Agreement. In any event, Employee should thoroughly review and understand the effect of this Agreement before taking action upon it. Employee acknowledges that in signing this Agreement, all claims covered by this Agreement that the Employee has or equity interests in may have up to the Company; date of his execution of this Agreement are released to the fullest extent permitted by law.
(c) all claims for breach Employee shall have twenty-one (21) days from the date he receives this Agreement to complete his review and sign it. Employee will also have seven (7) days following his execution of contractthis Agreement to revoke it (the "Revocation Period"). If Employee wishes to revoke his acceptance of this Agreement, wrongful termination, and breach he must submit his revocation in writing at the Company's headquarters within the Revocation Period. The terms of this Agreement shall not become effective or enforceable until after the expiration 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)Revocation Period.
Appears in 1 contract
General Release. In exchange for the consideration to be and benefits provided to me under the Employment Agreement that I am not otherwise entitled to receiveby this Agreement, I MacDonald hereby generally and completely releasereleases, acquit waives, remises and forever discharge the Company discharges HBC, as well as each and every one of its parentpast, subsidiarypresent or future officers, and affiliated entities, and investors, along with its and their predecessors and successors and their respective directors, officers, employees, shareholderselders, stockholders, partnerscommittees, agents, attorneys, predecessors, successors, subsidiaries, affiliates, insurers, affiliates and assigns (collectively, the “Released PartiesReleasees”), of and ) from any and all claims, liabilities and obligations, both known and unknown, suspected and unsuspected, and contingent or matured, that arise from out of or are in any way related to any events, acts, conduct, or omissions occurring at any time on or prior to and including the date MacDonald signs this Agreement, and this general release is made on behalf of MacDonald and his heirs, executors, administrators, beneficiaries, and any other individuals or entities that I sign may acquire rights of MacDonald conferred by this Release Agreement (collectively, the “Released ClaimsReleasors”). The Released Claims includeThis general release includes, but are is not limited to: (a) all claims arising out of for unpaid compensation, bonuses, reimbursements and benefits under any contract or in any way related to my employment with laws (except for XxxXxxxxx’x regular salary and health insurance benefits through the Company, or the termination of that employmentSeparation Date); (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, breach of HBC Bylaws, employee handbooks, resolutions, or alleged promises, promissory estoppel, unjust enrichment, specific performance, wrongful termination, and constructive discharge, and/or breach of the implied covenant of good faith and fair dealing; (dc) all tort claims, including including, but not limited to to, claims for fraud, conspiracy, negligent misrepresentation, negligence per se, conversion, defamation, retaliation, emotional distress, and discharge or adverse action in violation of public policy; and (ed) all federal, state, and local statutory claims, including including, but not limited to to, claims for discrimination, harassment, retaliation, attorneys’ feeswhistleblowing, penalties, unfair competition 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”)Act, the federal Older Workers Benefit Protection Act, the Family and Medical Leave Act (“FMLA”)Act, the California Labor Code (as amended)Employee Retirement Income Security Act, and the California Fair Employment any Illinois wage payment or discrimination laws; and Housing Act (e) all claims under any other federal, state or local laws provided that such claims are subject to release as amended).a
Appears in 1 contract
Samples: Separation and Release Agreement
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.
Appears in 1 contract
Samples: Executive Separation Agreement (Owens & Minor Inc/Va/)
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 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.
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Samples: Retirement and Consulting Agreement (Carrington Laboratories Inc /Tx/)
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 (d) any other claims determined by law to be non-waivable.
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