General Release. Employee hereby irrevocably and unconditionally releases, acquits, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) from any and all rights, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.
Appears in 9 contracts
Samples: Employment Agreement (Capital Bank Financial Corp.), Employment Agreement (Capital Bank Financial Corp.), Employment Agreement (Capital Bank Financial Corp.)
General Release. Employee I hereby irrevocably and unconditionally releases, acquits, agree to release and forever discharges discharge the Company Company, its subsidiaries and its affiliates, and its and their directors and officers, directorspredecessors, partners, members, shareholders, representativesemployees, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned assigns (collectively, the collectively “Releasees”) from any and all rightsactions or causes of action, suits, claims, charges, demandscomplaints, obligationscontracts and promises whatsoever, causes in law or equity which I, my heirs, assigns and any personal or legal representatives have or may have against any of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or the Releasees including all unknown, undisclosed and whether unanticipated losses, wrongs, injuries, debts, claims and/or damages arising out of or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s way connected with my employment with the Company and/or or its subsidiaries and the cessation thereof through the date Employee executes this Agreementof such employment. This General Release includes actions claiming shall include but not be limited to any alleged violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e Section 1981 et seq., . of Title 42 of the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993United States Code, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Fair Labor Standards Act, the Equal Pay Occupational, Safety and Health Act, the Immigration and Reform Control ActNew York Human Rights Law, the Uniform Services Employment and Re-Employment ActExecutive Law Section 290 et seq., the Rehabilitation Act of 1973, and the New York Labor Law, the New York Equal Rights Law Section 40 et seq., the New York Minimum Wage Law, the New York Equal Pay Law, each of the foregoing as amended, and any and all other Federal, State or City Human Rights Laws, each as amendedlocal civil or human rights laws, or any other federalalleged violation of any local, state State or local Federal law, regulationregulation or ordinance, ordinance or common law, or under any and/or public policy, agreement, understanding contract or promise, written tort or oral, formal or informal, between Employee common-law claim having any bearing whatsoever on the terms and conditions and/or cessation of my employment with the Company and its subsidiaries which I now have or any shall have as of the Releaseesdate of this General Release. This General Release also includes any claims for wrongful discharge or that does not constitute a waiver of my right to bring action against the Company or any to enforce the terms and provisions of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common lawLetter Agreement. This General Release is for does not constitute a waiver of my prior indemnification rights, if any, should I be ordered to appear as a witness or made a defendant in any and all relief, without regard to its form litigation regarding matters or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from actions taken within the alleged continuation scope of my responsibilities as an employee of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyCompany.
Appears in 5 contracts
Samples: Severance Agreement, Letter Agreement (Gentiva Health Services Inc), Letter Agreement (Gentiva Health Services Inc)
General Release. Employee In exchange for the Termination Bonus (as defined in the Retention Agreement), You hereby irrevocably and unconditionally releasesagree to the following:
a.) You hereby agree to release, acquitsacquit, and forever discharges the Company discharge: Meredith and its affiliates, and New Xxxxxxxx; all of their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the respective affiliates, predecessors, successors, and assigns; all of their respective current and former directors, officers, trustees, employees, agents, representatives, and attorneys; any persons acting by, through, under, or in concert with any of them; and all successors and assigns, and family members of the aforementioned assigns thereof (collectively, the “ReleaseesReleased Parties”) from any and all rights, claims, charges, demandscomplaints, liabilities, obligations, promises, agreements, damages, actions, causes of action, promisessuits, agreementsrights, controversiesentitlements, lienscosts, damages and liabilities of every kind based upon any past actionlosses, omission or event, whether known or unknowndebts, and whether expenses (including attorneys’ fees and legal expenses), which arose in whole or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s part from Your employment with Meredith and New Xxxxxxxx or separation therefrom, and any other dealings of any kind between You and Meredith and/or New Xxxxxxxx and/or any officer, director, agent or employee of Meredith and/or New Xxxxxxxx, which have transpired prior to the Company and/or execution of this Agreement (collectively “Claims”), including but not limited to, any and all Claims under the cessation thereof through Age Discrimination in Employment Act, codified at Chapter 14 of Title 29 of the date United States Code, 29 U.S.C. § 621-634 (the “ADEA”), as amended by the Older Workers Benefits Protection Act (“OWBPA”); Employee executes this Agreement. This General Release includes actions claiming violation Retirement Income Security Act of 1974, as amended; Title VII of the Civil Rights Act of 1964, as amended; the Equal Pay Act and Fair Labor Standards Act, 42 U.S.C. 2000e et seq.as amended, and any other applicable wage payment laws; the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, ; the Family and Medical Leave Act and any applicable state family and medical leave laws; the Consolidated Omnibus Budget Reconciliation Act; any other applicable federal or state civil rights or anti-discrimination laws or regulations; any applicable municipal civil rights ordinance; any express or implied contract right; any cause of 1993action alleging defamation, invasion of privacy, breach of the covenant of good faith and fair dealing, wrongful discharge in violation of public policy, intentional infliction of emotional distress or promissory estoppel; and any and all other claims of any kind based on any federal, state, or local constitution, statute, law, rule, regulation, judicial doctrine, contract, or common law, whether or not involving alleged continuing violations. If any Claims are not subject to release, to the extent permitted by law, You waive any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such Claims in which any of the Released Parties is a party. Notwithstanding the foregoing or anything to the contrary herein, You are not waiving any Claims or rights (i) that may arise after the date that You sign this Agreement, including under the ADEA as amended by the OWBPA, (ii) for breach or enforceability of this Agreement, (iii) for reimbursement of business expenses incurred on behalf of Meredith, New Xxxxxxxx or any corporate entity that is a direct or indirect subsidiary of Meredith or New Xxxxxxxx (the “Applicable Employer”) under its expense reimbursement policies, (iv) that controlling law clearly states may not be released by private settlement, such as, but not limited to, claims for unemployment insurance or Worker’s Compensation benefits for job-related illness or injury, (v) any applicable severance benefit You may be eligible to receive under Your Employment Agreement (as defined in the Retention Agreement), (vi) under Your Employment Agreement or any Meredith, New Xxxxxxxx, and/or Applicable Employer benefit plan or any plan or agreement related to equity ownership, (vii) to vested benefits, if any, under the Meredith Employees’ Retirement Income Plan and the Xxxxxxxx Savings and Investment Plan or any other employee benefit plan maintained by Meredith or New Xxxxxxxx or any of their affiliates that is subject to the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, in accordance with the terms of those plans, and (viii) any right of indemnification and advancement (if any) You may have for actions within the course and scope of Your employment with Meredith, New Xxxxxxxx, or the Applicable Employer under applicable law, Your indemnification agreement and any applicable policies of the Applicable Employer.
b.) You hereby waive any right to receive personal relief as a consequence of any Claims filed with or by the Equal Employment Opportunity Commission or any other federalperson or entity (governmental or otherwise), state including any class or local law, regulation, ordinance collective action lawsuit or common law, complaint filed by any individual or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or entity against any of the ReleaseesReleased Parties, as permitted by law. This General Release also includes However, You acknowledge nothing in this Agreement limits Your right to receive a monetary award for information provided to the Securities and Exchange Commission or under the whistleblower statutes administered by the Occupational Safety and Health Administration (“OSHA”).
c.) You hereby agree to secure the dismissal, with prejudice, of any claims for wrongful discharge proceeding, grievance, action, charge or complaint, if any, that You or anyone else on Your behalf has filed or commenced against the Company Applicable Employer or any of the other Releasees has dealt Released Parties with Employee unfairly or in bad faithrespect to any matter involving Your employment with Meredith, and any actions raising tortious claims or any claim of express or implied contract of New Xxxxxxxx, and/or the Applicable Employer, Your separation from employment with Meredith, New Xxxxxxxx, and/or the Applicable Employer, or any other cause matter that is the subject of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyRelease.
Appears in 4 contracts
Samples: Retention, Assignment and Acknowledgment Agreement (Meredith Corp), Retention, Assignment and Acknowledgment Agreement (Meredith Corp), Retention, Assignment and Acknowledgment Agreement (Meredith Corp)
General Release. Employee hereby irrevocably and unconditionally releases, acquits, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) from any and all rights, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether or not in litigation which that Employee may have or which that could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release General Release shall not release the Company from its (a) any obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its (b) any obligations regarding any rights of Employee as a current or former officer, director or employee of the Executive Company or its affiliates to indemnification under the terms of the Employment Agreement, the by-laws, Company’s bylaws or charter or any insurance policy or other agreement under which the Executive Employee is entitled to indemnification or directors’ and officers’ liability coverage; and this release does not waive, release (c) any claims or otherwise discharge any claim or cause causes of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits; and (d) any claims as the holder or beneficial owner of securities (or other rights relating to securities, including equity awards) of the Company or its affiliates. By signing this releaseAgreement, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.
Appears in 3 contracts
Samples: Employment Agreement (Capital Bank Financial Corp.), Employment Agreement (Capital Bank Financial Corp.), Employment Agreement (Capital Bank Financial Corp.)
General Release. Employee hereby irrevocably For and unconditionally releasesin consideration of the severance benefits to be provided under the CIC Agreement and the mutual promises, acquitscovenants, and forever discharges the Company agreements made herein by and its affiliatesbetween you and Unum, you unconditionally and generally release Unum from each and every action, claim, right, liability or demand of any kind and nature, and their officersfrom any claims which may be derived therefrom, directorsthat you had, partnershave, membersor might hereafter claim to have against Unum or any current or former employee, shareholdersagent, representativessuccessor or predecessor of Unum at common law, agentspublic policy or otherwise, attorneysparticularly including, and employees and each but not by way of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectivelylimitation, the “Releasees”) from following: all claims for personal injury, including claims for emotional distress; any and all rightsclaim arising under the Age Discrimination in Employment Act of 1967, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of as amended; Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., 1991; the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, 1990; the Employee Rehabilitation Act of 1973; the Fair Labor Standards Act; the National Labor Relations Act; Sections 1981 through 1988 of Title 42 of the United States Code; the Immigration Reform and Control Act; the False Claims Act; the Occupational Safety and Health Act; the Worker Adjustment and Retraining Notification Act; the Employment Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each 1974 (save for a benefit claim as amended, or provided below); any other federal, state or local lawlaw dealing with discrimination in employment on the basis of sex, regulationrace, ordinance or common lawcolor, or under any policynational origin, agreementreligion, understanding or promisedisability, written or oralage, formal or informal, between Employee and the Company sexual orientation or any of the Releasees. This General Release also includes other grounds; any claims claim for wrongful discharge or breach of contract; and any other claims based on tort, whether based on common law, public policy or otherwise. It is your intent to release all claims of every nature and kind whether known or unknown, accrued or unaccrued, which you may have against Unum as of the date of the execution of this Agreement. It is expressly understood and agreed by you that this Agreement does not include your vested rights, if any, in the Company Unum Pension or in the Unum 401(k) Retirement Plan, any other rights you may have to benefits under Unum’s welfare benefit plans, or any of vested rights you may have under a stock option or long term incentive plan, or any rights to deferred compensation. Such retirement plan, welfare plan, stock options or deferred compensation rights survive unaffected by this release, subject to the other Releasees has dealt laws and plan documents governing those plans. This Agreement does not include any rights or claims against Unum or those associated with Employee unfairly or in bad faithUnum that you may have which arise after the date you sign the Agreement, and any actions raising tortious claims or any claim of express that you may have to unemployment compensation or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.
Appears in 3 contracts
Samples: Change in Control Severance Agreement (Unum Group), Change in Control Severance Agreement (Unum Group), Change in Control Severance Agreement (Unum Group)
General Release. Employee In consideration of the mutual promises and undertakings in this Agreement, Executive and Executive's family members, heirs, successors, and assigns (collectively the "Releasing Parties") hereby irrevocably and unconditionally releasesrelease, acquitsacquit, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) from discharge any and all rights, claims, charges, demands, obligations, causes claims and demands of action, promises, agreements, controversies, liens, damages and liabilities of every whatever kind based upon any past action, omission or eventcharacter, whether known vicarious, derivative, or unknowndirect, that Executive and whether the other Releasing Parties, individually, collectively, or not in litigation which Employee otherwise, may now or hereafter have or which could be asserted by another on Employee’s behalfassert against: (i) HEC; (ii) any corporation, based on general or limited partnership, or other entity affiliated with HEC through common ownership; or (iii) any actionofficer, omission director, partner, trustee, fiduciary, agent, employee, representative, insurer, attorney, or event relating to Employee’s employment with any successors and assigns of the Company and/or persons or entities just named (collectively the cessation thereof through the date Employee executes this Agreement"Released Parties"). This General Release includes actions claiming but is not limited to any claim or demand based on any federal, state, or local statutory or common law or constitutional provision that applies or is asserted to apply, directly or indirectly, to the formation, continuation, or termination of Executive's employment relationship with HEC. Thus, Executive and the other Releasing Parties agree to waive to the maximum extent permitted by law any claims or demands against HEC or any of the other Released Parties such as for wrongful discharge; unlawful employment discrimination on the basis of age or any other form of unlawful employment discrimination; retaliation; breach of contract (express or implied), breach of the duty of good faith and fair dealing; violation of the public policy of the United States, the State of Colorado, or any other state; intentional or negligent infliction of emotional distress; tortious interference with contract; promissory estoppel; detrimental reliance; defamation of character; duress; negligent misrepresentation; intentional misrepresentation or fraud; invasion of privacy; loss of consortium; assault; battery; conspiracy; bad faith; negligent hiring, retention, or supervision; any intentional or negligent act of personal injury; any alleged act of harassment or intimidation; or any other intentional or negligent tort; or any alleged violation of the Age Discrimination in Employment Act; Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., Act; the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, ; the Family and Medical Leave Act of 1993, Act; the Employee Retirement Income Security Act of 1974, Act; the Fair Labor Standards Act, ; the Equal Pay Fair Credit Reporting Act, ; the Immigration and Reform Control Act, the Uniform Services Employment and ReColorado Anti-Discrimination in Employment Act, ; the Rehabilitation Act of 1973, and Colorado Civil Rights Act; the New York State or City Human Rights Laws, each as amended, Colorado Labor Peace Act; or any other federal, state state, or local lawstatute, regulationrule, ordinance order or common lawordinance. The effect of Executive's acceptance of this Agreement is to release, acquit, and forever discharge any and all claims and demands of whatever kind or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or character that the Company Executive or any of the other Releasees has dealt with Employee unfairly Releasing Parties may now have or in bad faithhereafter have or assert against HEC or any of the other Released Parties for any liability, whether vicarious, derivative, or direct. This release includes any claims or demands for damages (actual or punitive), back wages, future wages or front pay, commissions, bonuses, severance benefits, medical expenses and the costs of any counseling, reinstatement or priority placement, promotion, accrued leave benefits, past and future medical or other employment benefits (except as to which there is existing contractual or vested entitlement) including contributions to any employee benefit plans, retirement benefits (except as to which there is vested entitlement), benefits under the 1999 Long Term Incentive Plan of Hallwood Energy Corporation, benefits provided for under the Change of Control Agreement, relocation expenses, compensatory damages, injunctive relief, liquidated damages, penalties, equitable relief, attorney's fees, costs of court, disbursements, interest, and any actions raising tortious claims and all other loss, expense, or detriment of whatever kind or character, resulting from, growing out of, connected with, or related in any claim way to the formation, continuation, or termination of express or implied contract of Executive's employment or any other cause of action or claims of violation of common lawrelationship with HEC. This General Release does not apply to any rights or claims that arise under the Amended and Restated Phantom Working Interest Incentive Plan of Hallwood Energy Corporation or to any rights or claims that may arise after the date this Agreement is for any executed (until such time as Executive has subsequently renewed and all reliefratified this Agreement by executing the Renewal and Ratification Agreement attached hereto as Exhibit A, without regard to its form or characterization. Included in at which time this General Release are will not apply to any rights or claims that may arise after the date Executive's Renewal and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or eventRatification Agreement is executed). Notwithstanding the foregoing, this release shall Executive does not release the Company from its obligations under this Agreement any claims he or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to she might have for indemnification under the terms articles of incorporation or bylaws of the Employment Agreement, the by-laws, charter HEC or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any its affiliates as of the Releasees arising out date of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyAgreement.
Appears in 3 contracts
Samples: Separation Agreement (Hallwood Energy Corp), Separation Agreement (Hallwood Energy Corp), Separation Agreement (Hallwood Energy Corp)
General Release. In consideration of the Separation Benefits, Employee hereby irrevocably releases and unconditionally releasesdischarges UCH, acquitsCompany, and forever discharges the Company each of their subsidiaries and its affiliates, affiliates and their respective stockholders, officers, directors, partners, members, shareholdersemployees, representatives, agents, attorneys, agents and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned attorneys (collectively, the “Releasees”) from any and all rightsclaims or liabilities, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, of any kind, including, without limitation, any and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event all claims and liabilities relating to Employee’s employment with the Company and/or by, or services rendered to or for, Company, UCH or any of their subsidiaries or affiliates, or relating to the cessation thereof through of such employment or under the date Employee executes this Agreement. This General Release includes actions claiming violation of Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.Section 1981, the Americans with Disabilities Workers Adjustment and Retraining Notification Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Rehabilitation Act, the Immigration Occupational Safety and Reform Control Health Act, the Uniform Services Employment and Re-Employment Employee Retirement Income Security Act (“ERISA”), the Illinois Human Rights Act, the Rehabilitation Act of 1973Illinois Wage Payment and Collection Act, and the New York State or City Texas Commission on Human Rights LawsAct, each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any Section 1542 of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with California Civil Code, New Jersey’s Conscientious Employee unfairly or in bad faithProtection Act, and any actions raising tortious other statutory, tort, contract or common law cause of action, other than claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly liabilities arising from the alleged continuation a breach by UCH or Company of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from (a) its obligations under this Agreement or the Employment Consulting Agreement; this release shall not release the Company from , (b) its post-employment obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, (c) its obligations under its qualified retirement plans in which Employee participates (the by-laws“Qualified Plans”), charter (d) its obligations under Employee’s outstanding grants of stock options (the “Stock Option Award”), or (e) its obligations under existing agreements governing Employee’s flight benefits relating to other airlines, if any. UCH and Company hereby release Employee from any insurance policy under which the Executive is entitled to coverage; and this release does not waiveall claims or liabilities, release known or otherwise discharge unknown, of any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined kind in any claimway relating to or pertaining to Employee’s employment by, chargeor services rendered to or for, action or proceeding whatsoever against the UCH, Company or any of their subsidiaries or affiliates, other than fraud or intentional malfeasance or claims arising from a breach by Employee of (i) this Agreement, the Releasees arising out Consulting Agreement, or the Employment Agreement or (ii) Employee’s obligations under the Qualified Plans, under the Stock Option Award, under any other compensation plan or program of UCH or Company, or under existing agreements governing Employee’s flight benefits relating to any other airlines, if any. These releases are to be broadly construed in favor of the matters set forth released persons. The releases in this paragraph. Employee further represents that Employee will paragraph do not be entitled apply to any rights or accept any personal recovery in any action or proceeding claims that may be commenced on his behalf arising out arise after the date of execution of this Agreement by Employee, Company, and UCH. Notwithstanding the matters released herebyforegoing, the post-employment obligations created by this Agreement, the Consulting Agreement, the Employment Agreement, any Qualified Plans, Employee’s Stock Option Award, or outstanding awards under any other compensation plan or program of UCH or Company, or under existing agreements governing Employee’s flight benefits relating to other airlines, if any, are not released.
Appears in 2 contracts
Samples: Separation Agreement, Separation Agreement (United Air Lines Inc)
General Release. Employee hereby irrevocably and unconditionally releases(a) On behalf of myself, acquitsmy heirs, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessorsexecutors, successors and assigns, I irrevocably and family members unconditionally release, waive and forever discharge the Company, its members, divisions, subsidiaries, affiliates and related companies, including the Company Group (as defined below), or any member of the aforementioned Company Group, and their present and former agents, employees, officers, directors, attorneys, stockholders, plan fiduciaries, successors and assigns (collectively, the “Releasees”) ), from any and all rights, claims, charges, demands, obligationsactions, causes of action, promisescosts, agreements, controversies, liens, damages fees and liabilities of every kind based upon any past action, omission or eventall liability whatsoever, whether known or unknown, and whether fixed or not in litigation contingent, suspected or unsuspected (collectively, “Claims”), which Employee I had, have, or may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event against Releasees relating to Employee’s or arising out of my employment with by or separation from the Company and/or and its direct and indirect subsidiaries and parents, including, without limitation, Orthofix International N.V. (collectively, the cessation thereof through “Company Group”), up to and including the date Employee executes 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 General Release includes actions claiming violation 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 Title VII any jurisdiction that prohibit age, sex, 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 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act1866, the Age Discrimination in Employment Act, as amended by the Older Workers’ 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 of 1993Act, the Xxxxxxxx-Xxxxx Act, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Polygraph Protection Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Uniformed Services Employment and Re-Employment ActReemployment Rights Act of 1994, the Rehabilitation Act of 1973, and the New York State or City Human Xxxxx Civil Rights Laws, each as amendedAct, or any other federal, state or local lawlaws, regulationregulations and ordinances governing discrimination, ordinance 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); (iii) claims arising under the 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 xxx any of the Releasees with respect to any matters released hereby.
(b) This release does not include a release or waiver of any rights or claims 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 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 policydirectors and officers insurance coverage, if any, provided by the Company, the 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, understanding and nothing in this Release is intended to waive, any claims relating to the validity or promiseenforceability of this Release; or any non-waivable right to file a charge with the United States Equal Employment Opportunity Commission (the “EEOC”) or the National Labor Relations Board (“NLRB”); provided, written however, that I shall not be entitled to recover any monetary damages or oralto non-monetary relief if the EEOC or NLRB were to pursue any claims relating to my employment with the Company. EXCEPT AS OUTLINED ABOVE, formal THIS MEANS THAT, 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.
(c) I acknowledge that different or informaladditional facts may be discovered in addition to what I now know or believe to be true with respect to the matters herein released, between Employee 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. This General Release also includes , that I have not given or sold any portion of any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithreleased herein to anyone else, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any that I will indemnify and hold harmless the Releasees from all reliefliabilities, without regard to its form or characterization. Included in this General Release are any and all claims for 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 future damages allegedly arising from a period ending at the alleged continuation end of the effects seventh calendar day following my execution of any past actionthis Release (“Revocation Period”), omission or eventI shall have the right to revoke this Release by delivering a written notice of revocation to Xxxxxxx X. Xxxxxx, Orthofix Inc. Senior Vice President, General Counsel and Corporate Secretary, 0000 Xxxxx Xxxx, Xxxxxxxxxx, XX 00000 no later than the end of the seventh calendar day after I sign this Release. Notwithstanding I understand and agree that this Release will not be effective and enforceable until after the foregoingRevocation Period expires without revocation, and if I elect to exercise this revocation right, this release Release shall not release be voided in its entirety, and the Company from its shall be relieved of all obligations under this Agreement or Release and all obligations under the Employment Agreement; this release Agreement as provided therein. This Release shall not release be effective on the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive eighth calendar day after it is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(kexecuted by me (“Effective Date”) benefits. By signing this release, Employee represents that Employee provided it has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebybeen previously revoked as provided herein.
Appears in 2 contracts
Samples: Employment Agreement (Orthofix International N V), Employment Agreement (Orthofix International N V)
General Release. Employee hereby irrevocably and unconditionally releases(a) On behalf of myself, acquitsmy heirs, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessorsexecutors, successors and assigns, I and family members unconditionally release, waive and forever discharge the Company, its members, divisions, subsidiaries, affiliates and related companies, including the Company Group (as defined below), or any member of the aforementioned Company Group, and their present and former agents, employees, officers, directors, attorneys, stockholders, plan fiduciaries, successors and assigns (collectively, the “Releasees”) ), from any and all rights, claims, charges, demands, obligationsactions, causes of action, promisescosts, agreements, controversies, liens, damages fees and liabilities of every kind based upon any past action, omission or eventall liability whatsoever, whether known or unknown, and whether fixed or not in litigation contingent, suspected or unsuspected (collectively, “Claims”), which Employee I had, have, or may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event against Releasees relating to Employee’s or arising out of my employment with by or separation from the Company and/or and its direct and indirect subsidiaries and parents, including, without limitation, Orthofix International N.V. (collectively, the cessation thereof through “Company Group”), up to and including the date Employee executes 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 General Release includes actions claiming violation 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 Title VII any jurisdiction that prohibit age, sex, 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 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act1866, the Age Discrimination in Employment Act, as amended by the Older Workers’ 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 of 1993Act, the Xxxxxxxx-Xxxxx Act, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Polygraph Protection Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Uniformed Services Employment and Re-Employment ActReemployment Rights Act of 1994, the Rehabilitation Act of 1973, and the New York State or City Human Xxxxx Civil Rights Laws, each as amendedAct, or any other federal, state or local lawlaws, regulationregulations and ordinances governing discrimination, ordinance 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); (iii) claims arising under the 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 xxx any of the Releasees with respect to any matters released hereby.
(b) This release does not include a release or waiver of any rights or claims 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 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 policydirectors and officers insurance coverage, if any, provided by the Company, the Company Group, or any member of the Company Group, or any right to indemnification or expense advancement under any indemnification agreement, understanding or promiseany applicable Company Group articles of incorporation, written bylaws or oralsimilar organizational document, formal if any, in each case, 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 informalworkers’ compensation benefits, between Employee 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 the United States Equal Employment Opportunity Commission (the “EEOC”) 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 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.
(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. This General Release also includes , that I have not given or sold any portion of any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithreleased herein to anyone else, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any that I will indemnify and hold harmless the Releasees from all reliefliabilities, without regard to its form or characterization. Included in this General Release are any and all claims for 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) / forty five (45)]1 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 future damages allegedly arising from a period ending at the alleged continuation end of the effects seventh calendar day following my execution of any past actionthis Release (“Revocation Period”), omission or eventI shall have the right to revoke this Release by delivering a written notice of revocation to Xxxxxxx X. Xxxxxx, Orthofix Inc., Chief Administrative Officer, General Counsel and Corporate Secretary, 0000 Xxxxx Xxxx, Xxxxxxxxxx, XX 00000 no later than the end of the seventh calendar day after I sign this Release. Notwithstanding I understand and agree that this Release will not be effective and enforceable until after the foregoingRevocation Period expires without revocation, and if I elect to exercise this revocation right, this release Release shall not release be voided in its entirety, and the Company from its shall be relieved of all obligations under this Agreement or Release and all obligations under the Employment Agreement; this release Agreement as provided therein. This Release shall not release be effective on the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive eighth calendar day after it is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(kexecuted by me (“Effective Date”) benefits. By signing this release, Employee represents that Employee provided it has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebybeen previously revoked as provided herein.
Appears in 2 contracts
Samples: Employment Agreement (Orthofix International N V), Employment Agreement (Orthofix International N V)
General Release. Employee a. Executive hereby irrevocably and unconditionally releasesagrees not to xxx or file any action, acquitsclaim or lawsuit against the Company, pursue, seek to recover or recover any alleged damages, seek to obtain or obtain any other form of relief or remedy with respect to, and to take any action to cause the dismissal or withdrawal of, any lawsuit, action, claim or charge against the Company.
b. Executive hereby waives all claims and releases and forever discharges discharges, the Company and its affiliatesCompany, and their each of its officers, directors, partnersstockholders and employees, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) from any and all rights, claims, charges, demands, obligationsactions, causes of actionaction or liabilities for compensatory damages or any other relief or remedy, promises, agreements, controversies, liens, damages and liabilities from and against any and all obligations of every any kind based upon any past action, omission or eventnature whatsoever, whether known or unknown, fixed or contingent, liquidated or unliquidated, and whether arising from tort, statute, or contract, including, but not in litigation which Employee may have limited to:
(i) any claims arising under or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating pursuant to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.the Civil Rights Act of 1991, the Civil Rights Act of 1866, as amended, the Americans with With Disabilities Act, the Rehabilitation Act, the Family and Medical Leave Act, the Occupational Safety & Health Act, the Executive Retirement Income Security Act of 1974, as amended, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection ActExecutive Orders 11246 and 11375, the Family Worker Adjustment and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974Retraining Notification Act, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any other state, federal, state city, county or local lawstatute, rule, regulation, ordinance or common laworder, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of for future consideration for employment or with the Company; and
(ii) any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and costs and any employment rights or entitlement law; and
(iii) any claims for future damages wrongful discharge, intentional infliction of emotional distress, defamation, libel or slander, payment of wages, outrageous behavior, breach of contract or any duty allegedly arising from owed to Executive, and any other theory of recovery. It is the alleged continuation intention of the effects of any past action, omission or eventparties to make this release as broad and as general as the law permits. Notwithstanding the foregoing, this release shall Executive does not release WCI from any obligation to Executive under the Company Agreement, or from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights Executive may have solely in Executive’s capacity as a holder of the Executive to indemnification under the terms securities of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyWCI.
Appears in 2 contracts
Samples: Severance and Nonsolicitation Agreement (Wci Communities Inc), Severance and Nonsolicitation Agreement (Wci Communities Inc)
General Release. Employee hereby irrevocably and unconditionally releases(a) On behalf of myself, acquitsmy heirs, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessorsexecutors, successors and assigns, I irrevocably and family members unconditionally release, waive and forever discharge the Company, its members, divisions, subsidiaries, affiliates and related companies, including the Company Group (as defined below), or any member of the aforementioned Company Group, and their present and former agents, employees, officers, directors, attorneys, stockholders, plan fiduciaries, successors and assigns (collectively, the “Releasees”) ), from any and all rights, claims, charges, demands, obligationsactions, causes of action, promisescosts, agreements, controversies, liens, damages fees and liabilities of every kind based upon any past action, omission or eventall liability whatsoever, whether known or unknown, and whether fixed or not in litigation contingent, suspected or unsuspected (collectively, “Claims”), which Employee I had, have, or may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event against Releasees relating to Employee’s or arising out of my employment with by or separation from the Company and/or and its direct and indirect subsidiaries and parents, including, without limitation, Orthofix International N.V. (collectively, the cessation thereof through “Company Group”), up to and including the date Employee executes of execution of this Release, other than my right to receive the severance payments and other benefits and consideration described in the Agreement. This General Release includes actions claiming violation 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 Title VII any jurisdiction that prohibit age, sex, 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 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act1866, the Age Discrimination in Employment Act, as amended by the Older Workers’ 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 of 1993Act, the Xxxxxxxx-Xxxxx Act, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Polygraph Protection Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Uniformed Services Employment and Re-Employment ActReemployment Rights Act of 1994, the Rehabilitation Act of 1973, and the New York State or City Human Xxxxx Civil Rights Laws, each as amendedAct, or any other federal, state or local lawlaws, regulationregulations and ordinances governing discrimination, ordinance 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); (iii) claims arising under the 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 xxx any of the Releasees with respect to any matters released hereby.
(b) This release does not include a release or waiver of any rights or claims I have, or might subsequently have in my capacity as a stockholder of Orthofix International N.V. I am also not waiving, and nothing in this Release is intended to waive, any right to coverage under any policydirectors and officers insurance coverage, if any, provided by the Company, the Company Group, or any member of the Company Group, or any right to indemnification or expense advancement under any indemnification agreement, understanding or promiseany applicable Company Group articles of incorporation, written bylaws or oralsimilar organizational document, formal if any, in each case, 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 informalworkers’ compensation benefits, between Employee 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 the United States Equal Employment Opportunity Commission (the “EEOC”) 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 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.
(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. This General Release also includes , that I have not given or sold any portion of any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithreleased herein to anyone else, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any that I will indemnify and hold harmless the Releasees from all reliefliabilities, without regard to its form or characterization. Included in this General Release are any and all claims for 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 future damages allegedly arising from a period ending at the alleged continuation end of the effects seventh calendar day following my execution of any past actionthis Release (“Revocation Period”), omission or eventI shall have the right to revoke this Release by delivering a written notice of revocation to Xxxxxxx Xxxxxx, Orthofix Inc., Senior Vice President and General Counsel, Orthofix Inc., 0000 Xxxxx Xxxxxxx, Xxxxxxxxxx, XX 00000 no later than the end of the seventh calendar day after I sign this Release. Notwithstanding I understand and agree that this Release will not be effective and enforceable until after the foregoingRevocation Period expires without revocation, and if I elect to exercise this revocation right, this release Release shall not release be voided in its entirety, and the Company from its shall be relieved of all obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its Release and all obligations regarding any rights of the Executive to indemnification under the terms of Agreement as provided therein. This Release shall be effective on the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive eighth calendar day after it is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(kexecuted by me (“Effective Date”) benefits. By signing this release, Employee represents that Employee provided it has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebybeen previously revoked as provided herein.
Appears in 2 contracts
Samples: Employment Agreement (Orthofix International N V), Severance Agreement (Orthofix International N V)
General Release. Employee hereby irrevocably and unconditionally In return for Employer’s obligations under this Agreement, Executive, to the fullest extent permitted by law, waives, releases, acquitsand discharges Employer, The Taubman Company LLC, Taubman Centers, Inc., The Taubman Realty Group Limited Partnership, and forever discharges all of the Company entities listed on Exhibit A hereto, together with all such entities’ current and its affiliates, and their former officers, directors, partnersagents, membersemployees, shareholderssubsidiaries, representativesaffiliated entities, agentsrelated entities, attorneys, and employees and each of the affiliates, predecessors, successors and assignsany other representatives, and family members successors in interest (collectively referred to as “Released Parties”), separately, together, or in any combination, from any known or unknown claims and any causes of action, including arising in the aforementioned course of or out of Executive’s employment with Employer or the end of Executive’s employment with Employer, under any United States federal, state, or local common law, statute, regulation, ordinance, or law of any other type (“Laws”); under the Laws of Hong Kong; and under the Laws of any other country or jurisdiction globally. This release covers claims and causes of action that Executive knows and may not know at the time of signing. In return for the Executive fulfilling his obligations under this Agreement, the Employer, on behalf of itself, and the entitles listed on Exhibit A hereto, or any entity controlling or in common control with said entities (collectively, the “ReleaseesEmployer Entities”) ), to the fullest extent permitted by law, waives, releases, and discharges the Executive from any known claims and all rights, claims, charges, demands, obligations, any causes of action, promises, agreements, controversies, liens, damages and liabilities including those arising in the course of every kind based upon any past action, omission or event, whether known or unknown, and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employeeout of Executive’s employment with Employer, the Company and/or end of Executive’s employment with Employer, and holding any office with the cessation thereof through Employer Entities, under United States Laws; under the Laws of Hong Kong; and under the Laws of any other country or jurisdiction globally. Executive and Employer intend that, to the fullest extent permitted by law, this waiver, release, and discharge will be a general release, will extinguish any claims and any causes of action, and will preclude any lawsuit or any other legal claim by Executive against any of the Released Parties and the Employer Entities against the Executive about anything that occurred before the date Employee executes of the signing of this Agreement. This General Release includes actions claiming violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.Notwithstanding Section 3(c) below, the Americans only claims and causes of action that Executive is not waiving, releasing, and discharging are for the consideration that Executive will receive under Sections 2(a), 2(b), and 2(f) of this Agreement (provided he complies with Disabilities Acthis obligations under this Agreement), any vested benefits to which Executive may be entitled under the Employer’s retirement plans, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amendedOption Plan, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithcurrent benefit plans, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause and causes of action or claims that, as a matter of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, includingreleased, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebydischarged.
Appears in 1 contract
General Release. In consideration of the benefits provided by Company to Employee, including the enhanced separation benefits provided for in this Agreement, Employee hereby irrevocably releases and unconditionally releasesdischarges UCH, acquitsCompany, and forever discharges the Company each of their subsidiaries and its affiliates, affiliates and their respective stockholders, officers, directors, partners, members, shareholdersemployees, representatives, agents, attorneys, agents and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned attorneys (collectively, the “Releasees”) from any and all rightsclaims or liabilities, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, of any kind, including, without limitation, any and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event all claims and liabilities relating to Employee’s employment with the Company and/or by, or services rendered to or for, Company, UCH or any of their subsidiaries or affiliates, or relating to the cessation thereof through of such employment or under the date Employee executes this Agreement. This General Release includes actions claiming violation of Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.Section 1981, the Americans with Disabilities Workers Adjustment and Retraining Notification Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Rehabilitation Act, the Immigration Occupational Safety and Reform Control Health Act, the Uniform Services Employment and Re-Employment Employee Retirement Income Security Act (“ERISA”), the Illinois Human Rights Act, the Rehabilitation Act Illinois Wage Payment and Collection Act, the Texas Commission on Human Rights Act, Section 1542 of 1973the California Civil Code, New Jersey’s Conscientious Employee Protection Act, and the New York State or City Human Rights Laws, each as amended, or any other federalstatutory, state or local lawtort, regulation, ordinance contract or common lawlaw cause of action, other than claims or liabilities arising from a breach by UCH or Company of (a) its obligations under this Agreement, (b) its post-employment obligations under the Plan, (c) its obligations under its qualified retirement plans in which Employee participates (the “Qualified Plans”), (d) its obligations under Employee’s outstanding grants of stock options or restricted stock, under outstanding awards under the long term incentive programs of UCH and Company (the “Incentive Programs”), or under any policyother compensation plan or program of UCH or Company, agreementor (e) its obligations under existing agreements governing Employee’s flight benefits relating to other airlines, understanding if any. UCH and Company hereby release Employee from any and all claims or promiseliabilities, written known or oralunknown, formal of any kind in any way relating to or informalpertaining to Employee’s employment by, between Employee and the or services rendered to or for, UCH, Company or any of the Releasees. This General Release also includes any their subsidiaries or affiliates, other than claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation (x) Employee’s fraud or intentional malfeasance or (y) a breach by Employee of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-lawsPlan, charter or Employee’s obligations under the Qualified Plans, under Employee’s outstanding grants of stock options or restricted stock, under outstanding awards under the Incentive Programs, under any insurance policy other compensation plan or program of UCH or Company, or under which existing agreements governing Employee’s flight benefits relating to other airlines, if any. These releases are to be broadly construed in favor of the Executive is entitled released persons. The releases in this paragraph do not apply to coverage; and any rights or claims that may arise after the Effective Date (as defined in Section 10 below). Each party agrees that this release does is not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will shall not be entitled to construed as an admission of any wrongdoing or accept liability on the part of any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebysuch party.
Appears in 1 contract
Samples: Separation and Release Agreement (United Airlines, Inc.)
General Release. Employee For a valuable consideration, the receipt and adequacy of which are hereby irrevocably acknowledged, R. Douglas Kahn ("Kahn") does herexx xxxxxxx xnd xxxxver discharge PanAmSat, Hughes Electronics Corporation, xxxxx parent(s) and unconditionally releasesaffiliates and each of their respective associates, acquitsowners, and forever discharges the Company and its affiliatesstockholders, and their officerspredecessors, successors, heirs, assigns, agents, directors, officers, partners, members, shareholders, representatives, agentsemployees, attorneyslawyers, and employees and each all persons acting by, through, under, or in concert with them, or any of the affiliatesthem (each, predecessorsa "Releasee"), successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) from any and all rightsmanner of action or actions, claims, charges, demands, obligations, cause or causes of action, promisesin law or in equity, suites, debts, liens, contracts, agreements, controversiespromises, liensliabilities, damages and liabilities claims, demands, damages, losses, costs or expenses, of every kind based upon any past actionnature whatsoever, omission or event, whether known or unknown, fixed or contingent (hereinafter called "Claims"), which Kahn now has or may hereafter hxxx against any of the Releasees by reason of any and whether all acts, omissions, events or not facts occurring or existing prior to _______________, except as expressly provided herein, in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s connection with his employment with PanAmSat or the Company and/or termination thereof. The Claims released hereunder include, without limitation, any alleged breach of any employment agreement between PanAmSat and Kahn; any alleged breach of any xxxenant of good faith and fair dealing, express or implied; any alleged torts or other legal restrictions in PanAmSat's right to terminate Kahn's employment; and any allexxx xxolation of any federal, state or local statute or ordinance including without limitation, the cessation thereof through the date Employee executes this Agreement. This Connecticut General Release includes actions claiming violation of Statutes, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the federal Age Discrimination in Employment ActAct of 1967, as amended by the Older Workers’ Benefit Protection Act("ADEA"), the Family Connecticut Human Rights and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974Opportunities Law, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Employee Retirement Income Security Act of 1973. In accordance with the Older Workers Benefit Protection Act of 1990, and the New York State or City Human Rights Laws, each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any Kahn is aware of the Releasees. This General Release also includes following xxxx respect to his release of any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.ADEA:
Appears in 1 contract
General Release. Employee hereby irrevocably and unconditionally releases(a) On behalf of myself, acquitsmy heirs, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessorsexecutors, successors and assigns, I irrevocably and family members unconditionally release, waive and forever discharge the Company, its members, divisions, subsidiaries, affiliates and related companies, including the Company Group (as defined below), or any member of the aforementioned Company Group, and their present and former agents, employees, officers, directors, attorneys, stockholders, plan fiduciaries, successors and assigns (collectively, the “Releasees”) ), from any and all rights, claims, charges, demands, obligationsactions, causes of action, promisescosts, agreements, controversies, liens, damages fees and liabilities of every kind based upon any past action, omission or eventall liability whatsoever, whether known or unknown, and whether fixed or not in litigation contingent, suspected or unsuspected (collectively, “Claims”), which Employee I had, have, or may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event against Releasees relating to Employee’s or arising out of my employment with by or separation from the Company and/or and its direct and indirect subsidiaries and parents, including, without limitation, Orthofix International N.V. (collectively, the cessation thereof through “Company Group”), up to and including the date Employee executes 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 General Release includes actions claiming violation 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 Title VII any jurisdiction that prohibit age, sex, 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 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act1866, the Age Discrimination in Employment Act, as amended by the Older Workers’ 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 of 1993Act, the Xxxxxxxx-Xxxxx Act, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Polygraph Protection Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Uniformed Services Employment and Re-Employment ActReemployment Rights Act of 1994, the Rehabilitation Act of 1973, and the New York State or City Human Xxxxx Civil Rights Laws, each as amendedAct, or any other federal, state or local lawlaws, regulationregulations and ordinances governing discrimination, ordinance 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); (iii) claims arising under the 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 xxx any of the Releasees with respect to any matters released hereby.
(b) This release does not include a release or waiver of any rights or claims 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 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 policydirectors and officers insurance coverage, if any, provided by the Company, the Company Group, or any member of the Company Group, or any right to indemnification or expense advancement under any indemnification agreement, understanding or promiseany applicable Company Group articles of incorporation, written bylaws or oralsimilar organizational document, formal if any, in each case, 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 informalworkers’ compensation benefits, between Employee 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 the United States Equal Employment Opportunity Commission (the “EEOC”) 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 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.
(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. This General Release also includes , that I have not given or sold any portion of any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithreleased herein to anyone else, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any that I will indemnify and hold harmless the Releasees from all reliefliabilities, without regard to its form or characterization. Included in this General Release are any and all claims for 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 future damages allegedly arising from a period ending at the alleged continuation end of the effects seventh calendar day following my execution of any past actionthis Release (“Revocation Period”), omission or eventI shall have the right to revoke this Release by delivering a written notice of revocation to Xxxxxxx X. Xxxxxx, Orthofix Inc. Senior Vice President, General Counsel and Corporate Secretary, 0000 Xxxxx Xxxx, Xxxxxxxxxx, XX 00000 no later than the end of the seventh calendar day after I sign this Release. Notwithstanding I understand and agree that this Release will not be effective and enforceable until after the foregoingRevocation Period expires without revocation, and if I elect to exercise this revocation right, this release Release shall not release be voided in its entirety, and the Company from its shall be relieved of all obligations under this Agreement or Release and all obligations under the Employment Agreement; this release Agreement as provided therein. This Release shall not release be effective on the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive eighth calendar day after it is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(kexecuted by me (“Effective Date”) benefits. By signing this release, Employee represents that Employee provided it has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebybeen previously revoked as provided herein.
Appears in 1 contract
General Release. Employee hereby irrevocably In consideration of the payments and unconditionally releases, acquitsconsideration provided by AHA in Section 3 above, and forever discharges the Company and its affiliatesas a material inducement to AHA to enter into this Agreement, and their officersEmployee, directorson behalf of Employee, partnersEmployee’s heirs, membersestate, shareholdersexecutors, administrators, trustees, agents, representatives, agents, attorneys, and employees and each of the affiliates, predecessorslegal representatives, successors and assigns, does hereby irrevocably and family members unconditionally release, acquit and forever discharge each of the aforementioned Releasees (collectively, the “Releasees”as defined below) from any and all rights, claims, charges, demands, obligationsactions, causes of action, promisessuits, debts, administrative or agency charges, dues, sums of money, claims, complaints, liabilities, obligations, agreements, controversiespromises, lienssuits, damages damages, demands, judgments, costs, losses, expenses and liabilities legal fees and expenses of every kind based upon any past actionnature whatsoever, omission or event, whether known or unknown, and whether suspected or not in litigation unsuspected, which Employee or Employee’s heirs, estate, executors, administrators, trustees, agents, representatives, attorneys, legal representatives, successors and assigns ever had, now have or hereafter can, shall or may have against each or any of the Releasees by reason of any matter, cause or thing whatsoever from the beginning of the world to the execution of this Agreement. This release shall include, but not be limited to any and all rights or claims (i) arising out of, or which could might be asserted by another on Employee’s behalfconsidered to arise out of or to be connected in any way to, based on any action, omission or event relating to Employee’s employment with AHA or any other Releasee or the Company and/or termination thereof; (ii) arising under federal, state or local laws, regulations or requirements, including but not limited to the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Workers Adjustment Retraining and Notification Act, The Georgia Equal Employment for Persons with Disabilities Code, The Georgia Equal Pay Act, the Immigration and Reform Control The Georgia Fair Employment Practices Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973The Georgia Workers' Compensation Law, and the New York State or City Human Rights Laws, each as amendedall rights and claims relating to whistleblower activity, or any other federaldiscrimination (on the basis of sex, state race, color, national origin, religion, disability or local lawotherwise), regulationwrongful termination, ordinance wrongful employment practices or common lawrelating to Employee’s employment with, or under termination of employment from, AHA and; (iii) any policyclaim of tort, agreementcontract, understanding negligence, defamation, fraud, misrepresentation, breach of contract, intentional or promisenegligent infliction of emotional distress, written or oralbreach of any covenant of good faith and fair dealing, formal or informalassault, between Employee and the Company or any battery, duress, invasion of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in privacy, bad faith, conspiracy, vicarious liability, nonphysical injury, personal injury or sickness, or other harm; and (iv) any actions raising tortious claims claim or rights arising out of Employee’s employment or offer letter. As used in this Agreement, the term “Releasees” is a collective reference to AHA and its present, former and future subsidiaries, affiliates, successors, assigns and employee benefit plans, and each of their respective directors, officers, employees, trustees, representatives, insurers and agents, each in their official and individual capacities. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall be deemed to be a release of Employee’s vested rights, if any, under the AHA’s pension plan or any claim arising after the effective date of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.
Appears in 1 contract
Samples: Severance Agreement
General Release. In consideration for the Payment, Employee hereby irrevocably fully and unconditionally releasescompletely releases and gives up any and all waivable claims and rights that Employee may have against the Company, acquitsits parents, subsidiaries, and forever discharges the Company and its affiliates, including but not limited to Greenlane Holdings, Inc., and each of their officers, directors, partners, members, shareholders, representativesemployees, agents, representatives, consultants, fiduciaries, attorneys, insurers, benefit plans, plan administrators, joint venture partners, subsidiaries and employees and each of the affiliates, and all of their predecessors, successors and assignssuccessors, and family members of the aforementioned assigns (collectively, the “Releasees”) ). This Agreement applies to all waivable claims resulting from any and all rightsanything that has happened up through the date that Employee signs this Agreement, claims, charges, demands, obligations, causes including claims of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether or not in litigation which Employee is not aware and those not specifically mentioned in this Agreement. Employee understands that this Agreement does not waive rights or claims that may have or which could be asserted by another on arise from events that occur after Employee signs this Agreement. Without limiting the generality of the foregoing, Employee specifically releases all waivable claims relating to: (i) Employee’s behalfemployment by the Company, based on any actionthe terms and conditions of such employment, omission or event relating the Employment Agreement, employee benefits related to Employee’s employment with the Company Company, the termination of Employee’s employment with the Company, and/or any of the cessation thereof through events relating directly or indirectly to or surrounding such termination; (ii) any and all claims of discrimination, harassment, whistleblowing or retaliation in employment (whether based on federal, state or local law, statutory or decisional), including without limitation, all claims under the date Employee executes Age Discrimination in Employment Act of 1967, as amended (“ADEA”) (this Agreement. This General Release includes actions claiming violation of release is meant to comply with the Older Workers Benefit Protection Act (“OWBPA”), 29 U.S.C. § 621 et seq., which statute was enacted to, among other things, ensure that individuals age 40 or older who waive their rights under the ADEA do so knowingly and voluntarily), the Worker’s Adjustment and Retraining Notification Act (“WARN”), Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.amended (“Title VII”), the Americans with Disabilities Act, as amended (“ADA”), the Age Discrimination in Employment ActCivil Rights Act of 1991, the Reconstruction Era Civil Rights Act of 1866, 42 USC §§ 1981-86, as amended by amended, the Older Workers’ Benefit Protection ActEqual Pay Act (“EPA”), the Family and Medical Leave Act of 1993Act, as amended (“FMLA”), the Employee Retirement Income Security Act (“ERISA”) (other than claims with regard to vested benefits), Sections 503 and 504 of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, the Occupational Safety and Health Act (“OSHA”), the New York State or City Human Rights Laws, each as amendedNational Labor Relations Act (“NLRA”), or any other federal, state or local discrimination, harassment, whistle blowing or retaliation law; (iii) any and all claims for damages of any kind whatsoever, regulationincluding without limitation compensatory, ordinance or common lawpunitive, or treble, liquidated and/or consequential damages; (iv) any and all claims under any policycontract, agreementwhether express or implied, understanding or promise, written or oral, formal or informal, between Employee and the Company or all claims in equity; (v) any of the Releasees. This General Release also includes any and all claims for wrongful discharge unintentional or intentional torts, for emotional distress, and for pain and suffering; (vi) any and all claims for violation of any statutory or administrative rules, regulations or codes; and (vii) any and all claims for attorneys’ fees, paralegals’ fees, costs, disbursements, wages, bonuses, benefits, vacation and/or the like. Employee represents that Employee knows of no claim that Employee has against the Company or any of the other Releasees has dealt with that is not released Employee’s Initials____ Company’s Initials ____ by this Section 4. Employee unfairly or in bad faith, understands and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under agrees that this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive is binding on Employee and on anyone who succeeds to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyEmployee’s rights.
Appears in 1 contract
General Release. Employee hereby irrevocably and unconditionally releases(a) On behalf of myself, acquitsmy heirs, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessorsexecutors, successors and assigns, I and family members unconditionally release, waive and forever discharge the Company, its members, divisions, subsidiaries, affiliates and related companies, including the Company Group (as defined below), or any member of the aforementioned Company Group, and their present and former agents, employees, officers, directors, attorneys, stockholders, plan fiduciaries, successors and assigns (collectively, the “Releasees”) ), from any and all rights, claims, charges, demands, obligationsactions, causes of action, promisescosts, agreements, controversies, liens, damages fees and liabilities of every kind based upon any past action, omission or eventall liability whatsoever, whether known or unknown, and whether fixed or not in litigation contingent, suspected or unsuspected (collectively, “Claims”), which Employee I had, have, or may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event against Releasees relating to Employee’s or arising out of my employment with by or separation from the Company and/or and its direct and indirect subsidiaries and parents, including, without limitation, Orthofix International N.V. (collectively, the cessation thereof through “Company Group”), up to and including the date Employee executes 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 General Release includes actions claiming violation 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 Title VII any jurisdiction that prohibit age, sex, 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 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act1866, the Age Discrimination in Employment Act, as amended by the Older Workers’ 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 of 1993Act, the Xxxxxxxx-Xxxxx Act, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Polygraph Protection Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Uniformed Services Employment and Re-Employment ActReemployment Rights Act of 1994, the Rehabilitation Act of 1973, and the New York State or City Human Xxxxx Civil Rights Laws, each as amendedAct, or any other federal, state or local lawlaws, regulationregulations and ordinances governing discrimination, ordinance 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); (iii) claims arising under the 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 xxx any of the Releasees with respect to any matters released hereby.
(b) This release does not include a release or waiver of any rights or claims 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 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 policydirectors and officers insurance coverage, if any, provided by the Company, the Company Group, or any member of the Company Group, or any right to indemnification or expense advancement under any indemnification agreement, understanding or promiseany applicable Company Group articles of incorporation, written bylaws or oralsimilar organizational document, formal if any, in each case, 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 informalworkers’ compensation benefits, between Employee 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 the United States Equal Employment Opportunity Commission (the EXHIBIT A RELEASE “EEOC”) 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 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.
(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. This General Release also includes , that I have not given or sold any portion of any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithreleased herein to anyone else, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any that I will indemnify and hold harmless the Releasees from all reliefliabilities, without regard to its form or characterization. Included in this General Release are any and all claims for 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) / forty five (45) ] 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 future damages allegedly arising from a period ending at the alleged continuation end of the effects seventh calendar day following my execution of any past actionthis Release (“Revocation Period”), omission or eventI shall have the right to revoke this Release by delivering a written notice of revocation to Xxxxxxx X. Xxxxxx, Orthofix Inc. Senior Vice President, General Counsel and Corporate Secretary, 0000 Xxxxx Xxxx, Xxxxxxxxxx, XX 00000 no later than the end of the seventh calendar day after I sign this Release. Notwithstanding I understand and agree that this Release will not be effective and enforceable until after the foregoingRevocation Period expires without revocation, and if I elect to exercise this revocation right, this release Release shall not release be voided in its entirety, and the Company from its shall be relieved of all obligations under this Agreement or Release and all obligations under the Employment Agreement; this release Agreement as provided therein. This Release shall not release be effective on the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive eighth calendar day after it is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(kexecuted by me (“Effective Date”) benefits. By signing this release, Employee represents that Employee provided it has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebybeen previously revoked as provided herein.
Appears in 1 contract
General Release. Employee hereby (a) Executive, on Executive's own behalf, and on behalf of Executive's heirs, family members, executors, agents, and assigns, unconditionally, irrevocably and unconditionally releasesabsolutely releases and discharges LPL, acquitsLPL Holdings, Inc. and LPL Financial Holdings, Inc., and forever discharges the Company any parent and its affiliatessubsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of any of them, past and present, as well as all of their respective former, present and future managers, officers, directors, partnersemployees, membersagents, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, assigns (each a “Released Party” and family members of the aforementioned (collectively, the “ReleaseesReleased Parties”) ), from any and all rights, claims, chargesdamages, sums of money, demands, complaints, actions, suits, obligations, omissions, rights, agreements or any other liabilities or causes of action, promises, agreements, controversies, liens, damages and liabilities action of every kind based upon any past action, omission or eventwhatever nature, whether known or unknown, and whether asserted or not unasserted, actual or potential, in litigation which Employee may law or equity, that the Executive ever had, now has or shall have against the Released Parties arising out of or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s any event occurring or circumstance existing up to the date Executive signs this Post-Employment Release, including but not limited to those arising out of or relating to Executive's employment with any of the Company and/or Released Parties or the cessation thereof through the date Employee executes this Agreementtermination of that employment. This General Release includes actions claiming violation 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 including, but not limited to, alleged violations of Title VII of the Civil Rights Act of 1964, as amendedSections 1981 and 1983 of the Civil Rights Act of 1866, 42 U.S.C. 2000e et seq., the Americans with Disabilities ActExecutive Order 11246, the Age Discrimination in Employment ActAct of 1967 (the “ADEA”), as amended by the Older Workers’ Workers Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Occupational Safety and Health Act, the Rehabilitation Act of 1973, the Americans With Disabilities Act of 1990, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, the Immigration Worker Adjustment and Reform Control Retraining Notification Act, the Uniform Services Employment wage payment, wage and Re-Employment Acthour and fair employment practices statutes of the Commonwealth of Massachusetts or any other state in which Executive has provided services to any of the Released Parties, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each all as amended, or ; any other federal, state or and local law, regulation, ordinance or common lawother requirement relating to employment or termination of employment; and all claims to any non-vested ownership interest in the Company, contractual or under any policyotherwise, agreementincluding but not limited to claims to stock, understanding restricted stock or promise, written or oral, formal or informal, between Employee and the Company or any of the Releaseesstock options. This General Release also includes any claims for wrongful discharge termination, defamation, intentional or that the Company negligent infliction of emotional distress, retaliation, wage and hour law violations, intentional interference with contract, invasion of privacy, personal injury, public policy or any breach of the other Releasees has dealt with Employee unfairly written or in bad faithoral contract, and any actions raising tortious claims agreement or any claim of understanding, express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees ' fees, costs and for future damages allegedly arising expenses. Excluded from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any General Release above are: (i) rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under and claims which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waivedwaived by law, including, but not limited to, any claim including claims for earned but unpaid wages, workers’ compensation benefits' compensation, unemployment compensation, accrued and vested retirement benefits, and vested 401(kclaims arising after the effective date of this Post-Employment Release; (ii) benefitsclaims for breach of the Separation Agreement; (iii) claims challenging the validity of the Separation Agreement or this Post-Employment Release under the ADEA; (iv) executory rights under applicable stock option agreement(s), stockholders agreement(s) and stock plan(s)) with respect to Executive's ownership of securities of the Company; and (v) rights and claims under common law, statute, and contract with respect to insurance and indemnification for acts or omissions occurring through the Separation Date. By signing Also excluded from this releaseGeneral Release are Executive's rights to file a charge with an administrative agency (such as the U.S. Equal Employment Opportunity Commission or the Massachusetts Commission Against Discrimination) or participate in an agency investigation. Executive is, Employee represents that Employee has not commenced however, waiving all rights to receive money or joined other individual relief in any claim, connection with an administrative charge, covered by the General Release above, regardless of whether that charge is filed by Executive, on Executive's behalf, or on behalf of a group or class to which Executive purportedly belongs.
(b) LPL, LPL Holdings, Inc. and LPL Financial Holdings, Inc., on their behalf, and on behalf of and any parent and subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of any of them, past and present, as well as all of their respective former, present and future successors and assigns (collectively, “Releasing Parties”) unconditionally, irrevocably and absolutely releases and discharges Executive, Executive's heirs, family members, executors, agents, and assigns individually and in their beneficial capacity (each a “Released Party and collectively, “Released Parties”), from all known claims, damages, sums of money, demands, complaints, actions, suits, obligations, omissions, rights, agreements or any other liabilities or causes of action of whatever nature, asserted or proceeding whatsoever unasserted, actual or potential, in law or equity (collectively, “Claims”), that the Releasing Parties ever had or now have against the Company or any of the Releasees Released Parties arising out of or relating to any event occurring or circumstance existing up to the date of this Agreement, including but not limited to those arising out of or relating to Executive's employment with any of the matters set forth in this paragraphReleasing Parties including, without limitation, serving as an officer or director of any of the Releasing Parties. Employee further represents that Employee will Notwithstanding the foregoing, the Released Parties do not be entitled to or accept release any personal recovery in any action or proceeding that may be commenced on his behalf Claims arising out of the matters released herebycriminal or fraudulent misconduct of Executive, provided that the Releasing Parties represent that they do not currently know of any such Claims. Further, and for the avoidance of doubt, nothing in this Paragraph 5(b) is intended to relieve Executive of his continuing obligations under Sections 7, 8, and 9 of the Employment Agreement, nor by this paragraph does the Company waive any claim it may have against Executive arising out of Sections 7, 8, and 9 the Employment Agreement.
Appears in 1 contract
Samples: Confidential Separation Agreement and General Release (LPL Financial Holdings Inc.)
General Release. Employee hereby irrevocably and unconditionally releases(a) On behalf of myself, acquitsmy heirs, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessorsexecutors, successors and assigns, I and family members unconditionally release, waive and forever discharge the Company, its members, divisions, subsidiaries, affiliates and related companies, including the Company Group (as defined below), or any member of the aforementioned Company Group, and their present and former agents, employees, officers, directors, attorneys, stockholders, plan fiduciaries, successors and assigns (collectively, the “Releasees”) ), from any and all rights, claims, charges, demands, obligationsactions, causes of action, promisescosts, agreements, controversies, liens, damages fees and liabilities of every kind based upon any past action, omission or eventall liability whatsoever, whether known or unknown, and whether fixed or not in litigation contingent, suspected or unsuspected (collectively, “Claims”), which Employee I had, have, or may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event against Releasees relating to Employee’s or arising out of my employment with by or separation from the Company and/or and its direct and indirect subsidiaries and parents, including, without limitation, Orthofix International N.V. (collectively, the cessation thereof through “Company Group”), up to and including the date Employee executes 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 General Release includes actions claiming violation 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 Title VII any jurisdiction that prohibit age, sex, race, national origin, color, disability, religion, veteran or military status, sexual orientation or any other form of discrimination, harassment or retaliation (including if applicable, without limitation, the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act1866, the Age Discrimination in Employment Act, as amended by the Older Workers’ 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 of 1993Act, the Xxxxxxxx-Xxxxx Act, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Polygraph Protection Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Uniformed Services Employment and Re-Employment ActReemployment Rights Act of 1994, the Rehabilitation Act of 1973, and the New York State or City Human Xxxxx Civil Rights Laws, each as amendedAct, or any other federal, state or local lawlaws, regulationregulations and ordinances governing discrimination, ordinance 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); (iii) claims arising under the 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 xxx any of the Releasees with respect to any matters released hereby.
(b) This release does not include a release or waiver of any rights or claims 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 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 policydirectors and officers insurance coverage, if any, provided by the Company, the Company Group, or any member of the Company Group, or any right to indemnification or expense advancement under any indemnification agreement, understanding or promiseany applicable Company Group articles of incorporation, written bylaws or oralsimilar organizational document, formal if any, in each case, 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 informalworkers’ compensation benefits, between Employee 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, if applicable, any non-waivable right to file a charge with the United States Equal Employment Opportunity Commission (the “EEOC”) 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 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.
(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. This General Release also includes , that I have not given or sold any portion of any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithreleased herein to anyone else, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any that I will indemnify and hold harmless the Releasees from all reliefliabilities, without regard to its form or characterization. Included in this General Release are any and all claims for 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) 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 future damages allegedly arising from a period ending at the alleged continuation end of the effects seventh calendar day following my execution of any past actionthis Release (“Revocation Period”), omission or eventI shall have the right to revoke this Release by delivering a written notice of revocation to Xxxxxxx X. Xxxxxx, Orthofix International N.V., Chief Administrative Officer, General Counsel and Corporate Secretary, 0000 Xxxxx Xxxx, Xxxxxxxxxx, XX 00000 no later than the end of the seventh calendar day after I sign this Release. Notwithstanding I understand and agree that this Release will not be effective and enforceable until after the foregoingRevocation Period expires without revocation, and if I elect to exercise this revocation right, this release Release shall not release be voided in its entirety, and the Company from its shall be relieved of all obligations under this Agreement or Release and all obligations under the Employment Agreement; this release Agreement as provided therein. This Release shall not release be effective on the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive eighth calendar day after it is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(kexecuted by me (“Effective Date”) benefits. By signing this release, Employee represents that Employee provided it has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebybeen previously revoked as provided herein.
Appears in 1 contract
General Release. Employee hereby irrevocably and unconditionally releases(a) On behalf of myself, acquitsmy heirs, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessorsexecutors, successors and assigns, I irrevocably and family members unconditionally release, waive and forever discharge the Company, its members, divisions, subsidiaries, affiliates and related companies, including the Company Group (as defined below), or any member of the aforementioned Company Group, and their present and former agents, employees, officers, directors, attorneys, stockholders, plan fiduciaries, successors and assigns (collectively, the “Releasees”) ), from any and all rights, claims, charges, demands, obligationsactions, causes of action, promisescosts, agreements, controversies, liens, damages fees and liabilities of every kind based upon any past action, omission or eventall liability whatsoever, whether known or unknown, and whether fixed or not in litigation contingent, suspected or unsuspected (collectively, “Claims”), which Employee I had, have, or may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event against Releasees relating to Employee’s or arising out of my employment with by or separation from the Company and/or and its direct and indirect subsidiaries and parents, including, without limitation, Orthofix International N.V. (collectively, the cessation thereof through “Company Group”), up to and including the date Employee executes 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 General Release includes actions claiming violation 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 Title VII any jurisdiction that prohibit age, sex, 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 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act1866, the Age Discrimination in Employment Act, as amended by the Older Workers’ 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 of 1993Act, the Xxxxxxxx-Xxxxx Act, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Polygraph Protection Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Uniformed Services Employment and Re-Employment ActReemployment Rights Act of 1994, the Rehabilitation Act of 1973, and the New York State or City Human Xxxxx Civil Rights Laws, each as amendedAct, or any other federal, state or local lawlaws, regulationregulations and ordinances governing discrimination, ordinance 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); (iii) claims arising under the 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 xxx any of the Releasees with respect to any matters released hereby.
(b) This release does not include a release or waiver of any rights or claims 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 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 policydirectors and officers insurance coverage, if any, provided by the Company, the 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, understanding and nothing in this Release is intended to waive, any claims relating to the validity or promiseenforceability of this Release; or any non-waivable right to file a charge with the United States Equal Employment Opportunity Commission (the “EEOC”) or the National Labor Relations Board (“NLRB”); provided, written however, that I shall not be entitled to recover any monetary damages or oralto non-monetary relief if the EEOC or NLRB were to pursue any claims relating to my employment with the Company. EXCEPT AS OUTLINED ABOVE, formal THIS MEANS THAT, 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.
(c) I acknowledge that different or informaladditional facts may be discovered in addition to what I now know or believe to be true with respect to the matters herein released, between Employee 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. This General Release also includes , that I have not given or sold any portion of any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithreleased herein to anyone else, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any that I will indemnify and hold harmless the Releasees from all reliefliabilities, without regard to its form or characterization. Included in this General Release are any and all claims for 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 future damages allegedly arising from a period ending at the alleged continuation end of the effects seventh calendar day following my execution of any past actionthis Release (“Revocation Period”), omission or eventI shall have the right to revoke this Release by delivering a written notice of revocation to Xxxxxx X. Xxxxxx, Orthofix Inc., Chief Financial Officer, 800 Boylston Street, 15th Xxxxx, Xxx XXX Xxxxx, Xxxxxx, XX 00000 xx later than the end of the seventh calendar day after I sign this Release. Notwithstanding I understand and agree that this Release will not be effective and enforceable until after the foregoingRevocation Period expires without revocation, and if I elect to exercise this revocation right, this release Release shall not release be voided in its entirety, and the Company from its shall be relieved of all obligations under this Agreement or Release and all obligations under the Employment Agreement; this release Agreement as provided therein. This Release shall not release be effective on the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive eighth calendar day after it is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(kexecuted by me (“Effective Date”) benefits. By signing this release, Employee represents that Employee provided it has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebybeen previously revoked as provided herein.
Appears in 1 contract
General Release. Employee hereby (a) Executive, on Executive's own behalf, and on behalf of Executive's heirs, family members, executors, agents, and assigns, unconditionally, irrevocably and unconditionally releasesabsolutely releases and discharges LPL, acquitsLPL Holdings, Inc. and LPL Financial Holdings, Inc., and forever discharges the Company any parent and its affiliatessubsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of any of them, past and present, as well as all of their respective former, present and future managers, officers, directors, partnersemployees, membersagents, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, assigns (each a “Released Party” and family members of the aforementioned (collectively, the “ReleaseesReleased Parties”) ), from any and all rights, claims, chargesdamages, sums of money, demands, complaints, actions, suits, obligations, omissions, rights, agreements or any other liabilities or causes of action, promises, agreements, controversies, liens, damages and liabilities action of every kind based upon any past action, omission or eventwhatever nature, whether known or unknown, and whether asserted or not unasserted, actual or potential, in litigation which Employee may law or equity, that the Executive ever had, now has or shall have against the Released Parties arising out of or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s any event occurring or circumstance existing up to the date Executive signs this Separation Agreement, including but not limited to those arising out of or relating to Executive's employment with any of the Company and/or Released Parties or the cessation thereof through the date Employee executes this Agreementtermination of that employment. This General Release includes actions claiming violation 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 including, but not limited to, alleged violations of Title VII of the Civil Rights Act of 1964, as amendedSections 1981 and 1983 of the Civil Rights Act of 1866, 42 U.S.C. 2000e et seq., the Americans with Disabilities ActExecutive Order 11246, the Age Discrimination in Employment ActAct of 1967 (the “ADEA”), as amended by the Older Workers’ Workers Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Occupational Safety and Health Act, the Rehabilitation Act of 1973, the Americans With Disabilities Act of 1990, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, the Immigration Worker Adjustment and Reform Control Retraining Notification Act, the Uniform Services Employment wage payment, wage and Re-Employment Acthour and fair employment practices statutes of the Commonwealth of Massachusetts or any other state in which Executive has provided services to any of the Released Parties, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each all as amended, or ; any other federal, state or and local law, regulation, ordinance or common lawother requirement relating to employment or termination of employment; and all claims to any non-vested ownership interest in the Company, contractual or under any policyotherwise, agreementincluding but not limited to claims to stock, understanding restricted stock or promise, written or oral, formal or informal, between Employee and the Company or any of the Releaseesstock options. This General Release also includes any claims for wrongful discharge termination, defamation, intentional or that the Company negligent infliction of emotional distress, retaliation, wage and hour law violations, intentional interference with contract, invasion of privacy, personal injury, public policy or any breach of the other Releasees has dealt with Employee unfairly written or in bad faithoral contract, and any actions raising tortious claims agreement or any claim of understanding, express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees ' fees, costs and for future damages allegedly arising expenses. Excluded from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any General Release above are: (i) rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under and claims which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waivedwaived by law, including, but not limited to, any claim including claims for earned but unpaid wages, workers’ compensation benefits' compensation, unemployment compensation, accrued and vested retirement benefits, and vested 401(kclaims arising after the effective date of this Separation Agreement; (ii) benefitsclaims for breach of this Separation Agreement; (iii) claims challenging the validity of the Separation Agreement under the ADEA; (iv) executory rights under applicable stock option agreement(s), stockholders agreement(s) and stock plan(s)) with respect to Executive's ownership of securities of the Company; and (v) rights and claims under common law, statute, and contract with respect to insurance and indemnification for acts or omissions occurring through the Separation Date. By signing this releaseAlso excluded from the General Release are Executive's rights to file a charge with an administrative agency (such as the U.S. Equal Employment Opportunity Commission or the Massachusetts Commission Against Discrimination) or participate in an agency investigation. Executive is, Employee represents that Employee has not commenced however, waiving all rights to receive money or joined other individual relief in any claim, connection with an administrative charge, covered by the General Release above, regardless of whether that charge is filed by Executive, on Executive's behalf, or on behalf of a group or class to which Executive purportedly belongs.
(b) LPL, LPL Holdings, Inc. and LPL Financial Holdings, Inc., on their behalf, and on behalf of and any parent and subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of any of them, past and present, as well as all of their respective former, present and future successors and assigns (collectively, “Releasing Parties”) unconditionally, irrevocably and absolutely releases and discharges Executive, Executive's heirs, family members, executors, agents, and assigns individually and in their beneficial capacity (each a “Released Party and collectively, “Released Parties”), from all known claims, damages, sums of money, demands, complaints, actions, suits, obligations, omissions, rights, agreements or any other liabilities or causes of action of whatever nature, asserted or proceeding whatsoever unasserted, actual or potential, in law or equity (collectively, “Claims”), that the Releasing Parties ever had or now have against the Company or any of the Releasees Released Parties arising out of or relating to any event occurring or circumstance existing up to the date of this Agreement, including but not limited to those arising out of or relating to Executive's employment with any of the matters set forth in this paragraphReleasing Parties including, without limitation, serving as an officer or director of any of the Releasing Parties. Employee further represents that Employee will Notwithstanding the foregoing, the Released Parties do not be entitled to or accept release any personal recovery in any action or proceeding that may be commenced on his behalf Claims arising out of the matters released herebycriminal or fraudulent misconduct of Executive; provided that the Releasing Parties represent that they do not currently know of any such Claims. Further, and for the avoidance of doubt, nothing in this Paragraph 5(b) is intended to relieve Executive of his continuing obligations under Sections 7, 8, and 9 of the Employment Agreement, nor by this paragraph does the Company waive any claim it may have against Executive arising out of Sections 7, 8, and 9 the Employment Agreement.
Appears in 1 contract
Samples: Confidential Separation Agreement and General Release (LPL Financial Holdings Inc.)
General Release. Employee (a) In consideration of the payments and benefits set forth in Section 2 above, Executive for himself, his heirs, administrators, representatives, executors, successors and assigns (“Releasors”) does hereby irrevocably and unconditionally releasesrelease, acquits, acquit and forever discharges discharge the Company and each of its parents, subsidiaries, affiliates, and their divisions, successors, assigns, officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees former and each current employees, including without limitation all persons acting by, through, under or in concert with any of the affiliates, predecessors, successors and assigns, and family members of the aforementioned them (collectively, the “Releasees”) ), and each of them, from any and all rights, claims, charges, demands, obligationsactions, causes of action, promisescosts, agreementsattorney fees, controversies, liens, damages and liabilities of every kind based upon any past action, omission or eventall liability whatsoever, whether known or unknown, and whether fixed or not in litigation contingent, which Employee Executive has, had, or may ever have or which could be asserted by another on Employee’s behalf, based on any action, omission or event against the Releasees relating to Employeeor arising out of Executive’s employment or separation from employment with the Company and/or from the cessation thereof through beginning of time and up to and including the date Employee Executive executes this AgreementRelease (collectively “Claims”). This General Release includes actions claiming violation includes, without limitation, (i) law or equity claims; (ii) contract (express or implied) or tort claims; (iii) claims for wrongful discharge, retaliatory discharge, whistle blowing, libel, slander, defamation, unpaid compensation, intentional infliction of emotional distress, fraud, public policy, contract or tort, and implied covenant of good faith and fair dealing; (iv) claims arising under any federal, state, or local laws of any jurisdiction, including those that prohibit age, sex, race, national origin, color, disability, religion, veteran, military status, sexual orientation, or any other form of discrimination, harassment, or retaliation (including without limitation under the Age Discrimination in Employment Act of 1967 as amended by the Older Workers Benefit Protection Act, the National Labor Relations Act, Executive Order 11246, the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, Title VII of the Civil Rights Act of 19641964 as amended by the Civil Rights Act of 1991, as amendedSection 1981 of the Civil Rights Act of 1966, 42 U.S.C. 2000e et seq.the Equal Pay Act of 1962, the Americans with Disabilities ActAct of 1990, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection ActRehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Consolidated Omnibus Budget Reconciliation Act (COBRA), the Genetic Information Non-discrimination Act, the Xxxxxxxx-Xxxxx Act, the Employee Retirement Income Security Polygraph Protection Act, the Uniformed Services Employment and Reemployment Rights Act of 1974, the Fair Labor Standards Act1994, the Equal Pay Act, the Immigration and Reform Control Xxxxx Xxxxxxxxx Fair Pay Act, the Uniform Services Post-Civil War Civil Rights Act (42 U.S.C. §§1981-1988); (v) any claims arising under California law, including the California Fair Employment and Re-Employment ActHousing Act (FEHA), the Rehabilitation Act of 1973California Labor Code, and the New York State or City Human Rights Laws, each as amendedCalifornia Constitution, or any other foreign, federal, state or local law or judicial decision, (vi) claims arising under Florida law, regulationincluding the Florida Civil Rights Act, ordinance the Florida Minimum Wage Act, the Florida Whistleblower Act, Florida’s general labor laws (Fla. Stat. §§ 448.01 to 448.09), retaliation provisions under the Florida Workers’ Compensation Act, (vii) claims arising under the Employee Retirement Income Security Act (excluding claims for amounts that are vested benefits or common law, or that Executive is otherwise entitled to receive under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and employee benefit plan of the Company or any of its affiliates in accordance with the Releaseesterms of such plan and applicable law), and (vii) any other statutory or common law claims related to Executive’s employment with the Company or the separation of Executive’s employment with the Company. This General However, this Release also includes excludes, and Executive does not waive, release, or discharge: (A) any claim or liability for severance or separation benefits specifically provided under the Separation Agreement; (B) any right to file an administrative charge or complaint with, or testify, assist, or participate in an investigation, hearing, or proceeding conducted by, the Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing, or other similar federal or state administrative agencies, although Executive waives any right to monetary relief related to any filed charge or administrative complaint; (C) any right to make claims for wrongful discharge under Florida’s unemployment compensation statute (Fla. Stat. § 443.041), or any other claims that cannot be waived by law; (D) indemnification rights Executive has against the Company under applicable corporate law, the by-laws or certificate of incorporation of the Company or any of the other Releasees has dealt with Employee unfairly its affiliates, or as an insured under any director’s and officer’s liability insurance policy now or previously in bad faith, and force; (E) any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard right to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification file an unfair labor practice charge under the terms of National Labor Relations Act; and (F) any claims arising under the Employment Agreement, the by-laws, charter Employee Retirement Income Security Act that are vested benefits or any insurance policy under which the that Executive is otherwise entitled to coverage; and this release does not waive, release or otherwise discharge receive under any claim or cause employee benefit plan of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of its affiliates in accordance with the Releasees arising out terms of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebysuch plan and applicable law.
Appears in 1 contract
Samples: Separation Agreement (Vaxart, Inc.)
General Release. Employee hereby irrevocably Executive states and unconditionally releasesaffirms that Executive has not previously filed or joined in any complaints, acquitscharges, or lawsuits against AMERIGROUP with any governmental agency or court of law or equity. Executive agrees, for and forever discharges the Company on behalf of Executive and its affiliatesExecutive’s estate, and their officersheirs, directorsspouse, partners, members, shareholderslife partner, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, that Executive has or will be finally and family members permanently separated from employment with AMERIGROUP as the close of the aforementioned (collectivelybusiness on Termination Date, the “Releasees”) and that Executive waives, releases and forever discharges AMERIGROUP and all related entities, their directors, officers, employees, attorneys and agents, from any and all rights, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether that Executive has or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employeeor arising out of Executive’s employment with AMERIGROUP and the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation separation thereof, including but not limited to any claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, liability in tort, claims of any kind that may be brought in any court or administrative agency, any claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Family Medical Leave Act, the Equal Pay Act, Worker’s Compensation laws, the Immigration and Reform Control Executive Retirement Income Security Act, the Uniform Services Employment and Re-Employment Older Workers Benefit Protection Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any other Executive Orders, federal, state or local lawlaw relating to employment, regulationemployee benefits or the termination of employment, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any Executive’s employment, excepting only
(a) Executive’s right to receive payment of the matters set forth Termination Benefits;
(b) Executive’s right to be offered benefits to which Executive is entitled under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”);
(c) Executive’s accrued rights under AMERIGROUP’s 401(k) Plan and the Executive Deferred Compensation Plan;
(d) Executive’s rights under any Equity Agreements (subject to any effect of Executive’s termination under such agreements); and
(e) Executive’s rights under that certain Indemnification Agreement dated April 24, 2000 by and among the Executive and the Company. This Release Agreement does not waive any rights or claims that Executive may have which arise after the date the Executive signs this Release Agreement. Executive also represents that Executive has not given, sold, assigned, or transferred to any one else, any claim, or a portion of a claim discussed in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyRelease Agreement.
Appears in 1 contract
General Release. In consideration of and as a precondition to the Company’s payment of the benefits outlined in this Agreement, which includes consideration to which Employee hereby irrevocably otherwise would not be entitled, Employee and unconditionally releasesCompany agree as follows: ◦ Employee, acquitsfor and on behalf of himself, his agents, heirs, executors, administrators, and assigns, does hereby release and forever discharges discharge the Company Company, and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members each of the aforementioned its and their respective directors, officers, employees, shareholders, members, partners, subsidiaries, affiliates (including any sister and parent companies) and each of their respective agents, directors, officers, partners, employees and attorneys (collectively, the “Releasees” and individually, “Releasee”) ), and each of them, from any and all rights, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether suspected or not in litigation which unsuspected, that Employee has or may have relating to, or which could be asserted by another arising out of the employment of Employee with Company, or any claim for negligence or wrongful termination, including any claim for tortious conduct resulting in personal injuries, any claim for harassment or discrimination on Employee’s behalfthe basis of race, based on any actioncolor, omission national origin, religion, sex, age, sexual orientation, ancestry, medical condition, marital status, physical or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming mental disability, or other protected class, discharge in violation of public policy and/or violation of any state, federal or local law, regulation, ordinance, constitution, or common law, including without limitation, the Age Discrimination in Employment Act (“ADEA”) and its amendment, the Older Workers Benefits Protection Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.the Fair Labor Standards Acts, as amended, the Americans with Disabilities National Labor Relations Act, as amended, the Labor - Management Relations Act, as amended, the Worker Adjustment and Retraining Notification Act of 1988, as amended, the Rehabilitation Act of 1973, as amended, the Equal Pay Act, the Age Pregnancy Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, as amended, the Family Medical Leave Act of 1993, as amended, the California Fair Labor Standards Employment and Housing Act, the Equal Pay California Family Rights Act, the Immigration and Reform Control Actas amended, the Uniform Services Employment California Business and Re-Employment ActProfessions Code, the Rehabilitation Act of 1973as amended, and the New York State California Labor Code, and any other applicable laws and/or regulations of any applicable jurisdiction relating to employment or City Human employment discrimination (including without limitation, the Arizona Civil Rights LawsAct, each as amended, the Colorado Anti- Discrimination Act, as amended, the Georgia Fair Employment Practices Act, as amended, the Illinois Human Rights Act, as amended, the Massachusetts Fair Employment Practices Act, as amended, the Minnesota Human Rights Act, as amended, the New York Human Rights Law, as amended, the North Carolina Equal Employment Practices Act, as amended, the Pennsylvania Human Relations Act, as amended, the Tennessee Anti-Discrimination Act, as amended, the Texas Commission on Human Rights Act, as amended) and the law of contract and tort. However, this 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, or any statutory right to be indemnified for necessary expenditures or losses incurred in the discharge of Employee’s duties under California Labor Code Section 2802. ◦ The Company does hereby release and forever discharge the Employee and his heirs from any and all claims, known or unknown, suspected or unsuspected, that Company has or may have as to the Employee, relating to, or arising out of, the employment of Employee with Company. However, this release is not intended to bar any claims related to the Continuing Obligations, or any claims that, by statute, may not be waived. ◦ Each of the parties is familiar with section 1542 of the California Civil Code, which reads as follows: Each of the parties understands and acknowledge that he or it is releasing unknown claims and waiving all rights he or it has or may have under Civil Code Section 1542 or under any other state statute or common law principle of similar effect based on any acts or failures to act that occurred as of the Effective Date of this Agreement. ◦ Nothing herein is intended to release the Company’s statutory obligation under California Labor Code §2802 to indemnify Employee for any losses or expenditures incurred as a direct consequence of discharging his duties. • Covenant Not To Sue. Employee covenants and agrees that he will never, individually or with any person, or through any agent, commence or prosecute against Company or any Releasee any action or other proceeding for any claim which is released or waived in this Agreement (provided, however, that nothing in this Agreement prevents Employee from challenging the waiver of his ADEA claims set forth below in Section 15). The Company covenants and agrees that it will never, individually or with any person, or through any agent, commence or prosecute against Employee any action or other proceeding otherwise covered by Section 4(b). Employee further agrees that he will not aid, assist, abet or in any way encourage any third party or third-party entity to, in any way, pursue any claims of any kind against Company or any Releasee, unless he is specifically required by law to engage in such activity. Company further agrees that it will not aid, assist, abet or in any way encourage any third party or third-party entity to, in any way, pursue any claims of any kind against Employee or his heirs, unless it is specifically required by law to engage in such activity. This Agreement shall be deemed breached immediately upon the commencement or prosecution of any such action or proceeding by Employee or Company. Notwithstanding the foregoing, the parties acknowledge and agree that the parties are not waiving or being required to waive any right that cannot be waived as a matter of law, including the right to file a charge with or participate in an investigation by a governmental administrative agency such as the Securities and Exchange Commission, Equal Employment Opportunity Commission or equivalent state or local agency in your state or the National Labor Relations Board. Moreover, nothing in this Agreement is intended to preclude any party from entitlement to any monetary recovery awards by the U.S. Securities Exchange Commission or any other federal, state or local lawagency in connection with any action asserted by the Securities and Exchange Commission or such federal, regulationstate or local agency. Moreover, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee the Parties acknowledge and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or agree that the Company Parties are not waiving or being required to waive any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard right to its form or characterization. Included in sue to enforce this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.
Appears in 1 contract
General Release. Employee hereby irrevocably and unconditionally releases, acquits, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) from any and all rights, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether or not in litigation which that Employee may have or which that could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release General Release shall not release the Company from its (a) any obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its (b) any obligations regarding any rights of Employee as a current or former officer, director or employee of the Executive Company or its affiliates to indemnification under the terms of the Employment Agreement, the by-laws, Company’s bylaws or charter or any insurance policy or other agreement under which the Executive Employee is entitled to indemnification or directors’ and officers’ liability coverage; and this release does not waive, release (c) any claims or otherwise discharge any claim or cause causes of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits; and (d) any claims as the holder or beneficial owner of securities (or other rights relating to securities, including equity awards) of the Company or its affiliates. By signing this releaseAgreement, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.
Appears in 1 contract
Samples: Employment Agreement (Capital Bank Financial Corp.)
General Release. Employee For a valuable consideration, the receipt and adequacy of which are hereby irrevocably and unconditionally releasesacknowledged, acquits(“Employee”), does hereby release and forever discharges discharge Chindex International, Inc. (the Company “Company”), its subsidiaries and its affiliates, and all of their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, respective successors and assigns, past and family members of the aforementioned present directors, officers, partners, employees, and agents (collectivelyeach, the a “ReleaseesReleasee”) ), both individually and in their official capacities, from any and all rights, claims, chargescauses of action (in law or in equity), suits, liabilities, demands, obligationsdamages, causes losses, costs or expenses (including attorneys’ fees), of actionany nature whatsoever, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether fixed or not in litigation contingent (hereinafter called “Claims”), which Employee ever had, now has or may hereafter have against any of the Releasees by reason of any and all acts, omissions, events or which could be asserted by another facts occurring or existing on Employee’s behalfor prior to the date hereof, based on any action, omission or event relating to Employee’s in connection with his employment with the Company and/or or the cessation thereof through termination thereof. The Claims released hereunder include, without limitation, any alleged breach of any employment agreement between the date Employee executes this Agreement. This General Release includes actions claiming Company and Employee; any alleged breach of any covenant of good faith and fair dealing, express or implied; any alleged torts or other legal restrictions on the Company’s right to terminate Employee’s employment; and any alleged violation of any federal, state or local statute or ordinance including without limitation, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act(“ADEA”), the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Employee Retirement Income Security Act of 1973, and any applicable state employment laws. Excluded from the New York State or City Human Rights Lawsscope of this Release, each as amendedhowever, or are (i) any other federal, state or local law, regulation, ordinance or common law, or right Employee has to indemnification under any policy, agreement, understanding agreement with or promise, written or oral, formal or informal, between Employee and governing documents of the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithits affiliates, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding (ii) any rights of Employee arising under his Amended and Restated Employment Agreement with the Executive to indemnification Company dated November , 2011 (or under the terms any employee benefit plan of the Employment Agreement, Company) after the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and effective date of this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyRelease.
Appears in 1 contract
General Release. Employee I hereby irrevocably and unconditionally releases, acquits, agree to release and forever discharges discharge the Company Company, its subsidiaries and its affiliates, and its and their directors and officers, directorspredecessors, partners, members, shareholders, representativesemployees, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned assigns (collectively, the collectively “Releasees”) from any and all rightsactions or causes of action, suits, claims, charges, demandscomplaints, obligationscontracts and promises whatsoever, causes in law or equity which I, my heirs, assigns and any personal or legal representatives have or may have against any of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or the Releasees including all unknown, undisclosed and whether unanticipated losses, wrongs, injuries, debts, claims and/or damages arising out of or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s way connected with my employment with the Company and/or or its subsidiaries and the cessation thereof through the date Employee executes this Agreementof such employment. This General Release includes actions claiming shall include but not be limited to any alleged violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e Section 1981 et seq., . of Title 42 of the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993United States Code, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Fair Labor Standards Act, the Equal Pay Occupational, Safety and Health Act, Executive Law Section 290 et seq., each of the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973foregoing as amended, and the New York any and all other Federal, State or City Human Rights Laws, each as amendedlocal civil or human rights laws, or any other federalalleged violation of any local, state State or local Federal law, regulationregulation or ordinance, ordinance or common law, or under any and/or public policy, agreement, understanding contract or promise, written tort or oral, formal or informal, between Employee common-law claim having any bearing whatsoever on the terms and conditions and/or cessation of my employment with the Company and its subsidiaries which I now have or any shall have as of the Releaseesdate of this General Release. This General Release also includes any claims for wrongful discharge or that does not constitute a waiver of my right to bring action against the Company or any to enforce the terms and provisions of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common lawSeverance Agreement. This General Release is for does not constitute a waiver of my prior indemnification rights, if any, should I be ordered to appear as a witness or made a defendant in any and all relief, without regard to its form litigation regarding matters or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from actions taken within the alleged continuation scope of my responsibilities as an employee of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyCompany.
Appears in 1 contract
General Release. Employee (a) In consideration of the promises and payments referenced above, to the fullest extent permitted by applicable law, Executive hereby irrevocably and unconditionally releases, acquits, releases and forever discharges the each Company and its affiliatesEntity, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, respective successors and assigns, current and family members former officers, agents, board of the aforementioned directors members, representatives and employees, various benefits committees, and their respective successors and assigns, heirs, executors and personal and legal representatives, (collectively, the “ReleaseesOceanFirst Parties,” or individually, an “OceanFirst Party”) from each and every Claim (as defined below), action or right of any sort which he, his agents, representatives, estate and/or heirs may have against any of them up through the date of execution of this Separation Agreement. This releases, and Executive intends to give up, all rights, claimsactions, charges, controversies, demands, obligations, causes of action, promisessuits, agreementsrights, controversiesliabilities, lienssettlements, damages costs, expenses and/or claims whatsoever (collectively, “Claims”), known and liabilities of every kind based upon any past action, omission or event, whether known or unknown, matured and whether unmatured, that he has now or not in litigation which Employee may have or which could be asserted by another on Employeein the future resulting from anything that has happened up to the execution of this Separation Agreement including any Claims for attorney’s behalffees and expenses and the fees and expenses of expert witnesses. Without limiting the scope of the foregoing provision in any way, based on any action, omission or event Executive specifically releases all Claims relating to Employee’s or arising out of any aspect of his employment with the Bank or relationship with any Company and/or Entity or the cessation termination thereof through including, but not limited to, any claim under the date Employee executes this Employment Agreements between you and the Bank and the Company dated as of March 17, 2008, as subsequently amended, and the Executive Supplemental Retirement Income Agreement. This General Release includes actions claiming violation of , as amended, and all releasable Claims under Title VII of the Civil Rights Act, the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.1991 and the laws amended thereby, the Americans with With Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Consolidated Omnibus Budget Reconciliation Act of 1985, the Occupational Safety and Health Act, the Equal Pay Act, the Immigration Family and Reform Control Medical Leave Act, the Uniform Services Employment and Re-Employment New Jersey Law Against Discrimination, the Conscientious Employee Protection Act, the Rehabilitation Act New Jersey Family Leave Act, the constitutions of 1973, and the United States or the State of New York State or City Human Rights Laws, each as amended, Jersey or any other federalstatute or law of the United States or any state under which Executive may waive rights, state or local lawall Claims relating to any plan, regulation, ordinance or common law, or under any policy, agreementpractice or procedure, understanding including any company compensation or promisebenefit plan, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of all common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, law Claims including, but not limited to, wrongful discharge, violation of public policy, whistleblower/retaliation Claims, breach of express or implied contract, breach of implied covenant of good faith and fair dealing, negligent or intentional infliction of emotional distress, negligent hiring/supervision, defamation, fraud, and tortious interference with contract or prospective economic advantage, all Claims for any claim economic loss including entitlement to profits, back pay, front pay, fringe benefits or any other form of compensation, all Claims for earned but unpaid personal injury, including mental anguish, humiliation, physical or emotional pain and suffering, psychiatric injury, and damage to name or reputation, all Claims for any form of compensatory or punitive damages, all Claims for costs or attorney’s fees, and all Claims arising out of any legal restrictions on each Company Entity’s right to terminate its employees. Without waiving any prospective or retroactive rights under the Fair Labor Standards Act (“FLSA”), Executive acknowledges that the Bank has properly provided him with all wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefitscompensation, if any, due to him under the FLSA. By signing this releaseExecutive further understands that, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against except for the Company or any of the Releasees arising out of or relating to any of the matters consideration set forth in this paragraphSeparation Agreement, this Separation Agreement includes the release of all claims for any type of financial interest in, or payments from, any Company Entity or for salary, wages, commissions, bonus, separation or severance benefits, or any other form of compensation. Notwithstanding the foregoing, such released claims shall not include any claims based on obligations created by or reaffirmed in this Separation Agreement, or the payment of salary until the Separation Date, the payment of accrued but unused vacation in accordance with Bank policies, Executive’s participation in the Bank benefit programs until the Separation Date, and rights and awards granted to Executive under the Company’s stock option plans and Employee further represents Stock Ownership Plan. Moreover, nothing in this section or this Separation Agreement shall affect Executive’s entitlement to any and all vested benefits, including, but not limited to those under the Bank’s ESOP plan, 401K plan and stock option plans. Nothing in this Section or in this Separation Agreement, however, releases any claims that Employee will are not be entitled waivable by Executive under applicable law, including any claims for workers compensation benefits. Executive acknowledges that notwithstanding any other language herein, he is free to pursue before the U.S. Equal Employment Opportunity Commission (“EEOC”) any claim over which that agency has jurisdiction. However, Executive hereby expressly waives his right to any additional monetary or accept any personal other recovery in any action or proceeding that otherwise may be commenced on his behalf arising out of the matters released herebyavailable through an EEOC proceeding.
Appears in 1 contract
General Release. Employee In consideration for the supplemental severance pay, outplacement services and other benefits to be provided to me under the Agreement of Executive Severance Terms between ABITIBIBOWATER INC. (the “Company”) and me dated , 2011 (the “Severance Agreement”), I, on behalf of myself and my spouse, family and heirs, executors, administrators, attorneys, agents and assigns, hereby irrevocably and unconditionally releaseswaive, acquits, release and forever discharges discharge the Company and its subsidiaries, divisions and affiliates, whether direct or indirect, and their joint ventures and joint venturers (including its and their respective directors, officers, directorsassociates, partners, membersemployees, shareholders, representatives, partners and agents, attorneyspast, present and employees future), and each of the affiliates, their respective predecessors, successors and assigns, and family members of the aforementioned assigns (collectively, the collectively referred to as “Releasees”) ), from any and all rights, claims, charges, demands, obligationsknown or unknown actions, causes of action, promises, agreements, controversies, liens, damages and claims or liabilities of every any kind based upon any past action, omission which have been or event, whether known or unknown, and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating against the Releasees related to Employee’s my employment with and/or separation from employment with the Company and/or the cessation thereof through any other occurrence up to and including the date Employee executes of this Waiver and Release Agreement (“Agreement. This General Release includes actions claiming violation ”), including but not limited to:
(a) claims, actions, causes of action or liabilities arising under the Worker Adjustment and Retraining Notification Act as amended (the “WARN Act”), Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by (the Older Workers’ Benefit Protection Act“ADEA”), Sections 1981 through 1988 of Title 42 of the Family United States Code, as amended, and Medical Leave the Civil Rights Act of 19931991, the Employee Retirement Income Security Act of 1974as amended, the Fair Labor Standards Act, as amended, the Equal Pay Federal Occupational Safety and Health Act, as amended, the Immigration and Reform Control Employee Retirement Income Security Act, the Uniform Services Employment and Re-Employment Actas amended, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, the Xxxxxxxx-Xxxxx Act, and/or any other federal, state state, municipal or local lawemployment discrimination statutes, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter regulations, ordinances or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, executive orders (including, but not limited to, any claim for earned but unpaid wagesclaims based on age, workers’ compensation sex, attainment of benefit plan rights or entitlement to plan benefits, unemployment benefitsentitlement to prior notice, race, color, religion, national origin, source of income, union activities, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation and vested 401(kveteran status); and/or
(b) benefits. By signing this releaseclaims, Employee represents that Employee has not commenced or joined in any claimactions, charge, causes of action or proceeding liabilities arising under any other federal, state, municipal or local statute, law, ordinance, regulation, constitution or executive order; and/or
(c) any other claim whatsoever against including, but not limited to, claims for severance pay, claims for salary/wages/commissions/bonus, claims for expense reimbursement, 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 relating to my employment with and/or separation from employment with the Company or and/or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyother Releasees.
Appears in 1 contract
Samples: Executive Severance Agreement (AbitibiBowater Inc.)
General Release. Employee hereby irrevocably and unconditionally In return for Employer’s obligations under this Agreement, Executive, to the fullest extent permitted by law, waives, releases, acquitsand discharges Employer, The Taubman Company LLC, Taubman Centers, Inc., The Taubman Realty Group Limited Partnership, and forever discharges all of the Company entities listed on Exhibit A hereto, together with its current and its affiliates, and their former officers, directors, partnersagents, membersemployees, shareholderssubsidiaries, representativesaffiliated entities, agentsrelated entities, attorneys, and employees and each of the affiliates, predecessors, successors and assignsany other representatives, and family members successors in interest (collectively referred to as “Released Parties”), separately, together, or in any combination, from any known or unknown claims arising in the course of or out of Employee’s employment with Employer or the aforementioned termination of Employee’s employment with Employer under any United States federal, state, or local common law, statute, regulation, ordinance, or law of any other type (“Laws”); under the Laws of Hong Kong; and under the Laws of any other country or jurisdiction globally. This release covers claims and causes of action that Executive knows or may not know at the time of signing. In return for the Executive fulfilling his obligations under this Agreement, the Employer, on behalf of itself, and the entities listed on Exhibit A hereto, or any entity controlling or in common control with said entities (collectively, the “ReleaseesEmployer Entities”) ), to the fullest extent permitted by law, waives, releases, and discharges the Executive from any known claims and all rights, claims, charges, demands, obligations, any causes of action, promises, agreements, controversies, liens, damages and liabilities including arising in the course of every kind based upon any past action, omission or event, whether known or unknown, and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employeeout of Executive’s employment with Employer, the Company and/or end of Executives employment with Employer, and holding any office with the cessation thereof through Employer Entities, under United States Laws; under the Laws of Hong Kong; and under the Laws of any other country or jurisdiction globally. Executive and Employer intend that, to the fullest extent permitted by law, this waiver, release, and discharge will be a general release, will extinguish any claims and any causes of action, and will preclude any lawsuit or any other legal claim by Executive against any of the Released Parties and the Employer Entities against the Executive about anything that occurred before the date Employee executes of the signing of this Agreement. This General Release includes actions claiming violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.Notwithstanding Section 4(c) below, the Americans with Disabilities Actonly claims and causes of action that Executive is not waiving, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973releasing, and discharging are for the New York State or City Human Rights Lawsconsideration that Executive will receive under Sections 2 and 3 of this Agreement (provided he complies with his obligations under this Agreement), each as amendedany vested benefits to which executive may be entitled under the Employer’s retirement plans, long term incentive plan, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithcurrent benefit plans, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause and causes of action or claims that, as a matter of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, includingreleased, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebydischarged.
Appears in 1 contract
General Release. Employee EMPLOYEE, on his own behalf and on behalf of his descendants, dependents, spouse, heirs, executors, administrators, assignees and successors, and each of them, hereby irrevocably and unconditionally releases, acquits, releases and forever discharges the Company and any and all of its affiliatesparent, subsidiary, and their affiliated corporations, businesses and partnerships, and all of its officers, directors, partnersemployees, membersagents, shareholders, representatives, agents, attorneys, insurers, employee benefits plans, past and employees and each of present, as well as the affiliatesheirs, executors, administrators, predecessors, successors and assigns, and family members of the aforementioned assigns (collectively, the “ReleaseesRELEASEES”) from and against any and all rightsdamages, costs, claims, chargesdebts, demands, obligationssuits, actions, causes of action, promisesemployment benefits, agreementsgrievances, controversieswages, liensobligations, damages debts and liabilities liability of every any kind based upon any past actionor nature whatsoever, omission or eventincluding but not limited to attorneys’ fees, whether known or unknown, and whether fixed or not in litigation which Employee contingent, that EMPLOYEE ever had or may now or hereafter have or which could be asserted by another on Employee’s behalfclaim to have or incur as a result of any matter whatsoever from the beginning of time through the date of this AGREEMENT, or based on upon the relationship that has heretofore existed between the EMPLOYEE and Company, or arising out of or based upon any actionact, omission or event relating which occurred or should have occurred prior to Employeethe date of this AGREEMENT. EMPLOYEE also hereby covenants not to file a lawsuit or participate in a class action lawsuit to assert any claims released by EMPLOYEE pursuant to this AGREEMENT. This general release includes but is not limited to claims arising out of or in connection with: (i) EMPLOYEE’s employment relationship with Company or the EMPLOYEE’s termination thereof; (ii) any allegation that Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming wrongfully or unlawfully terminated, discharged or laid off EMPLOYEE; (iii) any allegation of violation of Title VII of the Civil Rights Act of 1964, as amendedthe Age Discrimination in Employment Act, 42 U.S.C. 2000e et seq.the Employee Retirement Income Security Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Age Discrimination in Employment Worker’s Adjustment and Retraining Notification Act, as amended by the Older Workers’ Benefit Protection National Labor Relations Act, the Rehabilitation Act of 1973, the Uniform Services Employment and Reemployment Rights Act, the Family and Medical Leave Act of 1993; or any other applicable state, municipal or city ordinance; (iv) any allegation of breach of contract, defamation, intentional or negligent infliction of emotional distress, workplace harassment or discrimination, invasion of privacy, violation of public policy, negligence or any other tort; (v) any allegation of a breach of any contract of employment, express or implied, or of a violation of any Company policy or procedure, of the Employee Retirement Income Security Act U.S. Constitution or constitution of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amendedany state, or any other federal, state or local law, regulationrule, regulation or ordinance pertaining to employment or the termination of employment; and/or (vi) any other statutory or common lawlaw cause of action. EMPLOYEE acknowledges and affirms that EMPLOYEE is not aware of any conduct, occurrences or facts occurring before or during employment with Company or at any time before the date of this AGREEMENT that would constitute a violation of or give rise to a claim under any policystatute, agreement, understanding common law or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included legal theory released in this General Release are Section 4(a). The foregoing release does not extend to EMPLOYEE’s vested right(s), if any, to receive any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification benefit under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause “employee benefit plan,” as defined in Section 3(3) of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyERISA.
Appears in 1 contract
Samples: Confidential General Release and Separation Agreement (Farmer Brothers Co)
General Release. Employee I hereby irrevocably and unconditionally releases, acquits, release and forever discharges discharge the Company Company, its subsidiaries and its affiliates, and its and their directors and officers, directorspredecessors, partners, members, shareholders, representativesemployees, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned assigns (collectively, the collectively “Releasees”) from any and all rightsactions or causes of action, suits, claims, charges, demandscomplaints, obligationscontracts and promises whatsoever, causes in law or equity which I, my heirs, assigns and any personal or legal representatives have or may have against any of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or the Releasees including all unknown, undisclosed and whether unanticipated losses, wrongs, injuries, debts, claims and/or damages arising out of or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s way connected with my employment with the Company and/or or its subsidiaries and the cessation thereof through the date Employee executes this Agreementof such employment. This General Release includes actions claiming shall include but not be limited to any alleged violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e Section 1981 et seq., . of Title 42 of the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993United States Code, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Fair Labor Standards Act, the Equal Pay Occupational, Safety and Health Act, the Immigration and Reform Control ActNew York Human Rights Law, the Uniform Services Employment and Re-Employment ActExecutive Law Section 290 et seq., the Rehabilitation Act of 1973, and the New York Labor Law, the New York Equal Rights Law Section 40 et seq., the New York Minimum Wage Law, the New York Equal Pay Law, each of the foregoing as amended, and any and all other Federal, State or City Human Rights Laws, each as amendedlocal civil or human rights laws, or any other federalalleged violation of any local, state State or local Federal law, regulationregulation or ordinance, ordinance or common law, or under any and/or public policy, agreement, understanding contract or promise, written tort or oral, formal or informal, between Employee common-law claim having any bearing whatsoever on the terms and conditions and/or cessation of my employment with the Company and its subsidiaries which I now have or any shall have as of the Releaseesdate of this General Release. This General Release also includes any claims for wrongful discharge or that does not constitute a waiver of my right to bring action against the Company or any to enforce the terms and provisions of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common lawLetter Agreement. This General Release is for does not constitute a waiver of my prior indemnification rights, if any, should I be ordered to appear as a witness or made a defendant in any and all relief, without regard to its form litigation regarding matters or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from actions taken within the alleged continuation scope of my responsibilities as an employee of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyCompany.
Appears in 1 contract
General Release. Employee (a) Effective as of the Closing, each Seller hereby unconditionally and irrevocably and unconditionally releases, acquits, remises, discharges and forever discharges releases the Company, the Company and its affiliatesSubsidiaries, Buyer and their officers, directorsrespective Affiliates, partners, membersmanagers, shareholdersemployees, representativesofficers, agents, attorneys, directors and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned agents (collectively, the “Buyer Releasees”) from any and all rights, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages Liabilities and liabilities obligations of every kind based upon any past action, omission or eventwhatsoever, whether known accrued or unknownfixed or determined or determinable, and including those arising under any Law, Contract, agreement, arrangement, commitment or undertaking, whether written or not oral to the extent arising on or before the Closing; provided, however that in litigation which Employee may have no event shall this 6.13 constitute a release by (i) any Seller of any Liabilities or which could be asserted by another on Employee’s behalfobligations of Buyer, based on its Affiliates or any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes third party arising under this Agreement. This General Release includes actions claiming violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, Agreement or any other federalTransaction Document, state including, without limitation, the obligations under Section 6.24 hereof, (ii) any Management Seller of any Liabilities of Buyer, its Affiliates or local lawany third party arising from any fraud, regulationembezzlement or misappropriation of funds or assets or similar willful misconduct, ordinance (iii) any Management Seller of any Liabilities or common lawobligations of any Buyer Releasee pursuant to any Contract between such Buyer Releasee and such Management Seller that is set forth on Section 4.08(a)(vii) of the Sellers’ Disclosure Letter, (iv) any Management Seller of any rights he or she may have to indemnification or expense advancement under any policyprovision of the articles of association, agreement, understanding by-laws or promise, written or oral, formal or informal, between Employee and other organizational documents of the Company or any Company Subsidiary, (v) any Management Seller of any rights to unpaid salary, accrued vacation, or other employee benefits described pursuant to 4.19(a) of the Releasees. This General Release also includes any claims for wrongful discharge or that Sellers’ Disclosure Letter, in each case accrued and earned by such Management Seller as of the Closing.
(b) Effective as of the Closing, the Buyer and the Company or any of hereby unconditionally and irrevocably acquits, remises, discharges and forever releases each Seller and their respective Affiliates, partners, managers, employees, officers, directors and agents (collectively, the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for “Seller Releasees”) from any and all reliefLiabilities and obligations of every kind whatsoever, without regard whether accrued or fixed or determined or determinable, including those arising under any Law, Contract, agreement, arrangement, commitment or undertaking, whether written or oral to its form the extent arising on or characterization. Included before the Closing; provided, however that in no event shall this General Release are 6.13(b) apply in any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects way to any Liabilities or obligations of any past actionSeller, omission its Affiliates or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations any third party arising (i) under this Agreement or the Employment Agreement; this release shall not release the Company any other Transaction Document or (ii) from its obligations regarding any rights fraud, embezzlement or misappropriation of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter funds or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release assets or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebysimilar willful misconduct.
Appears in 1 contract
General Release. Employee hereby irrevocably As of the Effective Date, except as to the rights and unconditionally releasesobligations provided for under the terms of this Agreement, acquitsNamed Plaintiffs and each Class Member, on behalf of himself or herself and on behalf of his or her respective heirs, assigns, beneficiaries, and successors (the “Releasing Parties”), shall automatically be deemed to have fully and irrevocably released and forever discharges the Company and its affiliatesdischarged Defendant, and their all of its past, present and future predecessors, successors, parents, subsidiaries, divisions, employees, Affiliates, assigns, officers, directors, partners, members, shareholders, representatives, agents, attorneys, insurers and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) from any and all rights, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waivedagents, including, but not limited to, Heritage Community Bank; Sand Ridge Bank; Citizens First State Bank; Community First Bank & Trust; Peoples Community Bank; Xxxxx Union Bank and Trust Co.; Xxxxx Union Bank F.S.B.; Liberty Savings Bank; Flagstar Bank, FSB; Insight Bank; The First Bexley Bank; The Guernsey Bank; and MainSource Bank (collectively, the “Defendant Releasees”) from any claim for earned but unpaid wagesand all losses, workers’ compensation benefitsfees, unemployment benefitscharges, complaints, claims, debts, liabilities, demands, obligations, costs, expenses, attorneys' fees, actions, and vested 401(k) benefits. By signing this releasecauses of action of every nature, Employee represents character, and description, whether known or unknown, asserted or unasserted, suspected or unsuspected, fixed or contingent, legal, statutory, or equitable, based on contract, tort, or any other theory, that Employee has not commenced or joined result from, arise out of, and/or in any claimway relate to the conduct, chargeomissions, action duties, or proceeding whatsoever against facts during the Company Class Period that were or could have been alleged in the Complaint (the “Released Claims”) relating to the assessment of APSN Fees or Retry Fees. Each Class Member is barred and permanently enjoined from bringing on behalf of themselves, or through any person purporting to act on their behalf or purporting to assert a claim under or through them, any of the Released Claims against the Defendant Releasees arising out in any forum, action, or proceeding of or relating any kind. In addition to any of other defenses the matters set forth Defendant Releasees may have at law, in equity, or otherwise, to the extent permitted by law, this paragraph. Employee further represents that Employee will not Agreement may be entitled to pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any action, suit, or accept any personal recovery in any action or other proceeding that may be commenced on his behalf arising out instituted, prosecuted, or attempted in breach of this Agreement or the release contained herein. The Releasing Parties may hereafter discover facts other than or different from those that he/she knows or believes to be true with respect to the subject matter of the claims released herein, or the law applicable to such claims may change. Nonetheless, each of those individuals expressly agrees that, as of the Effective Date, he/she shall have automatically and irrevocably waived and fully, finally, and forever settled and released known or unknown, suspected or unsuspected, asserted or unasserted, liquidated or unliquidated, contingent or non-contingent claims with respect to all of the matters released herebydescribed in or subsumed by herein. Further, each of those individuals agrees and acknowledges that he/she shall be bound by this Agreement, included by the release herein and that all of their claims in the Action shall be dismissed with prejudice and released, whether or not such claims are concealed; without regard to subsequent discovery of different or additional facts and subsequent changes in the law; and even if he/she never receives actual notice of the Settlement, never receives forgiveness of Uncollected Amounts, and/or never receives a distribution of funds or credits from the Settlement. Except for the forgiveness of Uncollected Amounts provided for in Section 3, nothing in this Agreement shall operate or be construed to release any claims or rights that Defendant has to recover any past, present, or future amounts that may be owed by Named Plaintiffs or by any Class Member on his/her accounts, loans, or other debts with the Defendant Releasees, pursuant to the terms and conditions of such accounts, loans, or any other debts. Likewise, nothing in this Agreement shall operate or be construed to release any defenses, rights, or set-off that Named Plaintiffs or any Class Member has other than with respect to the Released Claims, in the event the Defendant Releasees seek to recover any past, present, or future amounts that may be owed by Named Plaintiffs or by any Class Member on his/her accounts, loans, or other debts with Defendant Releasees, pursuant to the terms and conditions of such accounts, loans, or any other debts.
Appears in 1 contract
Samples: Settlement Agreement
General Release. (a) Employee hereby understands and agrees that, by signing this Agreement, in exchange for the Severance Payment that Employee will receive under Paragraph 4 above, Employee is irrevocably and unconditionally releaseswaiving, acquitsreleasing and forever discharging, and forever discharges promising not to sxx the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliatesCompany's owners, shareholders, predecessors, successors and successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, franchisees, affiliates (and family members agents, directors, officers, employees, representatives and attorneys of the aforementioned such divisions, subsidiaries and affiliates), and all persons acting by, under or in concert with any of them (collectivelycollectively "Releasees"), the “Releasees”) and each of them, from any and all rights, claims, chargeswages, demands, obligationsactions, class actions, rights, liens, agreements, contracts, covenants, suits, causes of action, promisescharges, agreementsgrievances, controversiesobligations, liensdebts, damages costs, expenses, penalties, attorneys' fees, damages, judgments, orders and liabilities of every kind based upon any past actionkind, omission or event, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, arising out of or in litigation which Employee may have any way connected with Employee's employment relationship with, or which could be asserted by another on the termination of Employee’s behalf's employment with, based on any actionof the Released Parties, including but in no way limited to, any act or omission committed or event relating omitted prior to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes of execution of this Agreement. This General Release includes actions claiming general release of claims includes, but is in no way limited to, any and all wage and hour claims, claims for wrongful discharge, breach of contract, violation of public policy, tort, or violation of any statute, constitution or regulation, including but not limited to any violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., ; ADEA; the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, amended; the Family and Medical Leave Act of 1993Act, as amended; the Fair Labor Standards Act, as amended; Employee Retirement Income Security Act of 1974, as amended; 42 U.S.C. Section 1981; the Fair Labor Standards Older Workers Benefit Protection Act; the Civil Rights Act of 1866, the Equal Pay Act1871, the Immigration 1964, and Reform Control Act, the Uniform Services Employment and Re-Employment Act, 1991; the Rehabilitation Act of 1973, ; the Equal Pay Act of 1963; the Vietnam Veteran's Readjustment Assistance Act of 1974; the Occupational Safety and Health Act; and the Immigration Reform and Control Act of 1986;the New York Human Rights Law; the New York State or City Administrative Code (including the New York City Human Rights LawsLaw), each as amended; California's Constitution; the California Fair Employment and Housing Act; the California Family Rights Act; the California Labor Code (except for section 2802 and the provisions governing workers' compensation), or the California Industrial Welfare Commission Wage Orders; and/or any other alleged violations of any federal, state or local law, regulationregulation or ordinance, ordinance and/or contract, including without limitation, tort law or common lawpublic policy claims, or under having any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee bearing whatsoever on Employee's employment by and the Company or any termination of Employee's employment with the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waivedCompany, including, but not limited to, any claim for earned wrongful discharge, back pay, vacation pay, sick pay, wage, commission or bonus payment, attorneys' fees, costs, and/or future wage loss. Nothing herein shall prohibit Employee from filing a Charge of Discrimination or cooperating with the Equal Employment Opportunity Commission (or similar state or local agency) in any investigation, charge or proceeding, provided that Employee agrees that she will accept no monetary compensation in connection with any matter brought on Employee's behalf. Employee, in consideration of the Severance Payment as described in Section 4 of this Agreement, agree and acknowledge that this Agreement constitutes a knowing and voluntary waiver of all rights or claims Employee has or may have against the Company as set forth herein, including, but unpaid wagesnot limited to, workers’ compensation benefitsall rights or claims arising under the ADEA, unemployment including, but not limited to, all claims of age discrimination in employment and all claims of retaliation in violation of the ADEA; and Employee has no physical or mental impairment of any kind that has interfered with your ability to read and understand the meaning of this Agreement or its terms. Employee acknowledges that Employee has been given a reasonable period of time to consider this Agreement, that Employee has freely, knowingly, and voluntarily decided to accept these benefits, and vested 401(kthat this Agreement has binding legal effect, and that Employee is not acting under the influence of any medication or mind-altering chemical of any type in entering into this Agreement. The foregoing release does not extend to Employee's right to receive (i) benefitsindemnification under any statute (including under California Labor Code §2802); (ii) claims under the ADEA that may arise after the date Employee signs this Agreement; or (iii) any other rights or claims under applicable federal, state or local law that cannot be waived or released by private agreement as a matter of law. Employee understands that nothing in the release shall preclude Employee from filing a claim for unemployment or workers' compensation insurance. Employee understands that nothing in this release shall preclude Employee from filing a charge or complaint with any state or federal government agency or to participate or cooperate in such a matter; Employee agrees, however, to waive and release any right to seek or receive monetary damages resulting from any such charge or complaint or any action or proceeding brought by such government agency. This release applies to claims or rights that Employee may possess either individually or as a class member, and Employee waives and releases any right to participate in or receive money or benefits from any class action settlement or judgment after the date this Agreement is signed that relates in any way to Employee's employment with Company. This release is binding on Employee's heirs, family members, dependents, beneficiaries, executors, administrators, successors and assigns. The obligations stated in this release are intended as full and complete satisfaction of any and all claims Employee has now, or has had in the past. By signing this release, Employee specifically represents that Employee has made reasonable effort to become fully apprised of the nature and consequences of this release, and that Employee understands that if any facts with respect to any matter covered by this release are found to be different from the facts Employee now believes to be true, Employee accepts and assumes that risk and agrees that this release shall be effective notwithstanding such differences. Employee expressly agrees that this release shall extend and apply to all unknown, unsuspected and unanticipated injuries and damages. Employee promises not commenced to pursue any claim that Employee has settled by this release. If Employee breaks this promise, Employee agrees to pay all of Company's costs and expenses (including reasonable attorneys' fees) related to the defense of any claims. Employee understands that nothing in this Agreement shall be deemed to preclude Employee from challenging the knowing and voluntary nature of this release before a court or joined in any claimthe Equal Employment Opportunity Commission ("EEOC"), chargeor from filing a charge with the EEOC, action or proceeding whatsoever against the Company National Labor Relations Board, or any other federal, state or local agency charged with the enforcement of any employment laws. Employee understands, however, that, by signing this release, Employee is waiving the right to monetary recovery based on claims asserted in such a charge or complaint.
(b) Employee hereby expressly waives and relinquishes all rights and benefits under California Civil Code § 1542 to the fullest extent that one may lawfully waive such rights. Section 1542 of the Releasees arising out Civil Code of or relating to any of the matters set forth in this paragraphCalifornia provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Employee further represents understands that Section 1542 gives Employee will the right not be entitled to release existing claims of which Employee is not now aware, unless Employee voluntarily chooses to waive this right. Having been so apprised, Employee nevertheless hereby voluntarily elects to and does waive the rights described in Section 1542, and elects to assume all risks for claims that now exist in his or accept any personal recovery in any action her favor, known or proceeding that may be commenced on his behalf arising out of the matters released herebyunknown.
Appears in 1 contract
General Release. Employee and Employee’s heirs, agents, representatives, administrators, and assigns hereby irrevocably and unconditionally releases, acquits, waive and forever discharges release and discharge the Company and its current, future, and former affiliates, and their related entities, parents, divisions, subsidiaries, officers, directors, partners, members, shareholdersemployees, attorneys, agents, representatives, agentsinsurers, attorneys, and employees and each of the affiliatesreinsurers, predecessors, successors and assignssuccessors, and family members of the aforementioned assigns (collectively, the “Releasees”) ), from any and all rights, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages claims and liabilities of every kind based upon any past actionnature whatsoever, omission or event, whether known or and unknown, fixed and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalfcontingent, arising out of, based on any actionon, omission or event relating related to Employee’s employment with the Company and/or Company, the cessation thereof through termination of Employee’s employment with the Company, and any other dealings, transactions, or events involving the Releasees occurring on or before the date Employee executes signs this Agreement. This General Release includes actions claiming , including but not limited to any federal, state, or local law, rule, or regulation, or common-law claim, including all claims under any federal, state, or local law or ordinance governing employment; claims for breach of contract; claims arising in tort; claims for wrongful discharge, interference with contractual or business relations, discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, conspiracy, violation of public policy, promissory estoppel, detrimental reliance, and/or breach of the implied covenant of good faith and fair dealing; all rights and claims under the following laws, as amended, to the maximum extent permitted by law: Section 1981 of the Civil Rights Act of 1866; Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., Act; the Americans with Disabilities Act, ; the Age Discrimination in Employment Act, as amended by ; the Older Workers’ Benefit Workers Benefits Protection Act, ; the Federal Family and Medical Leave Act of 1993, Act; the Worker Adjustment and Retraining Notification Act; the National Labor Relations Act; the Labor Management Relations Act; the Fair Credit Reporting Act; the Employee Retirement Income Security Act of 1974, ; the Fair Labor Standards Occupational and Safety Health Act, ; the Equal Pay Act, ; the Immigration and Reform Control Act, the Uniform Uniformed Services Employment and Re-Employment employment Act, ; the False Claims Act (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 Pennsylvania Human Relations Act; the Pennsylvania Whistleblower Law; and the Philadelphia Fair Practices Ordinance; and claims for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief, and the New York State or City Human Rights Laws, each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releaseesattorney’s fees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release full release is for any and all relief, without regard no matter how denominated, including but not limited to its form wages, back pay, front pay, bonuses, benefits, compensatory, liquidated, or characterizationpunitive damages, and attorney’s fees. Included To the extent specifically required by applicable law, this Agreement and release does not prohibit Employee from participating in this General Release are the investigation of, filing of a claim with, or testifying before a government agency, including the Equal Employment Opportunity Commission or state equivalent. Nevertheless, Employee represents and agrees that Employee has waived fully and completely any and all claims for attorneys’ fees rights to recover any monetary and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined other relief in any claim, connection with a charge, action complaint, or proceeding whatsoever against lawsuit pursued with such government agency concerning the Company or any of Releasees, to the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebymaximum extent permitted by law.
Appears in 1 contract
Samples: Separation Agreement (Aravive, Inc.)
General Release. Employee hereby irrevocably and unconditionally releases, acquits, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors successors, and assigns, and family members of the aforementioned (collectively, the “Releasees”) from any and all rights, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages damages, and liabilities of every kind based upon any past action, omission omission, or event, whether known or unknown, and whether or not in litigation which that Employee may have or which that could be asserted by another on Employee’s behalf, based on any action, omission omission, or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any other federal, state state, or local law, regulation, ordinance ordinance, or common law, or under any policy, agreement, understanding understanding, or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission omission, or event. Notwithstanding the foregoing, this release General Release shall not release the Company from its (a) any obligations under this Agreement or the Employment Change in Control Severance Agreement; this release shall not release the Company from its (b) any obligations regarding any rights of Employee as a current or former officer, director, or employee of the Executive Company or its affiliates to indemnification under the terms of the Employment Agreement, the by-laws, Company’s bylaws or charter or any insurance policy or other agreement under which the Executive Employee is entitled to indemnification or directors’ and officers’ liability coverage; and this release does not waive, release (c) any claims or otherwise discharge any claim or cause causes of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits; and (d) any claims as the holder or beneficial owner of securities (or other rights relating to securities, including equity awards) of the Company or its affiliates. By signing this releaseAgreement, Employee represents that Employee has not commenced or joined in any claim, charge, action action, or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.
Appears in 1 contract
Samples: Change in Control Severance Agreement (Capital Bank Financial Corp.)
General Release. In exchange for the Consideration and the Additional Benefits, the Employee hereby irrevocably releases and unconditionally releasesgives up any and all waivable claims and rights that the Employee may have against the Employer and/or its past, acquitscurrent, and forever discharges the Company and its and/or future members, managers, shareholders, parent companies (including, but not limited to, Amerant Bancorp, Inc.), subsidiaries, divisions, affiliates, and their officers, directors, partnersofficers, membersemployees, shareholdersconsultants, representativesattorneys, insurers, agents, attorneysfiduciaries, and employees employee benefit plans and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned programs (collectively, the “Releasees”). This Agreement applies to all waivable claims resulting from anything that has happened up through the Employee’s execution of this Agreement, including claims of which the Employee is not aware and those not specifically mentioned in this Agreement. Without limiting the generality of the foregoing, the Employee specifically releases all waivable claims relating to: (i) from the Employee’s employment by the Employer, the terms and conditions of such employment, employee benefits related to the Employee’s employment, the termination of the Employee’s employment, and/or any of the events relating directly or indirectly to or surrounding such termination; (ii) any and all rightsclaims of discrimination, claimsharassment, chargeswhistleblowing, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, retaliation in employment (whether known or unknown, and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any actionfederal, omission state, or event relating local law, statutory or decisional), including without limitation, all claims under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”) (this release is meant to Employee’s employment comply with the Company and/or Older Workers Benefit Protection Act (“OWBPA”), 29 U.S.C. § 621 et seq., which statute was enacted to, among other things, ensure that individuals age 40 or older who waive their rights under the cessation thereof through ADEA do so knowingly and voluntarily), the date Employee executes this Agreement. This General Release includes actions claiming violation of Worker’s Adjustment and Retraining Notification Act (“WARN”), Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, as amended (“ADA”), the Age Discrimination in Employment ActCivil Rights Act of 1991, the Reconstruction Era Civil Rights Act of 1866, 42 USC §§ 1981-86, as amended by amended, the Older Workers’ Benefit Protection ActEqual Pay Act (“EPA”), the Family and Medical Leave Act, as amended (“FMLA”), the Families First Coronavirus Response Act of 1993(“FFCRA”), the Employee Retirement Income Security Act (“ERISA”) (other than claims with regard to vested benefits), Sections 503 and 504 of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, the Occupational Safety and Health Act (“OSHA”), the National Labor Relations Act (“NLRA”), the Florida Civil Rights Act of 1992 (“FCRA”), the Florida Private Sector Whistleblower Act (Fla. Stat. § 448.101-105), and the New York State Florida Equal Pay Act, any and all claims/actions for retaliation which have been or City Human Rights Lawscould have been raised under Florida’s Workers’ Compensation statute (Florida Statute § 440.205), each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims under Fla. Stat. § 448.08 for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithunpaid wages, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for based upon waivable rights arising under the Florida Constitution; (iii) any and all reliefclaims for damages of any kind whatsoever, including without regard to its form limitation compensatory, punitive, treble, liquidated, and/or consequential damages; (iv) any and all claims under any contract, whether express or characterization. Included in this General Release are implied, including but not limited to, the Employment Agreement; (v) any and all claims for unintentional or intentional torts, for emotional distress, and for pain and suffering; (vi) any and all claims for violation of any statutory or administrative rules, regulations, or codes; and (vii) any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past actionfees, omission or event. Notwithstanding the foregoingcosts, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreementdisbursements, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation bonuses, benefits, unemployment benefitspaid time off, and vested 401(k) benefitsand/or the like. By signing this releaseAgreement, the Employee represents that is not waiving: (a) any rights which the Employee has not commenced may have to Employee’s own vested, accrued benefits under the Employer’s health, welfare, or joined in any claim, charge, action or proceeding whatsoever against the Company or any retirement benefit plans as of the Releasees arising out of Termination Date or relating under any Restricted Stock Agreement, Restricted Stock Unit Agreement, or Performance Based Restricted Stock Unit Agreement (collectively, the “Award Agreements”) (which shall continue to be governed by their terms); (b) any of rights which the matters set forth in this paragraph. Employee further represents that may have to benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; and/or (c) any rights which the Employee will may have to pursue any other claims which by law cannot be entitled to waived by signing this Agreement. Further, the Employee is not waiving rights or accept any personal recovery in any action or proceeding claims that may be commenced on his behalf arising out of arise after the matters released herebydate the Employee executes this Agreement.
Appears in 1 contract
General Release. 1.1 This Employment Agreement, General Release and Noncompete Agreement (hereafter “Agreement”) is in full settlement of any and all claims Employee may assert against the Company through the date of this Agreement arising out of employment or the conversion of Employee from a full-time to a part-time Employee with Company or its affiliates and subsidiaries. Employee hereby agrees, in partial consideration of cash payments and benefits paid hereunder, to voluntarily execute a similar or identical General Release upon expiration or termination of this Agreement.
1.2 Employee, on his behalf and on behalf of his heirs and assigns, hereby fully, forever, irrevocably and unconditionally releases, acquits, remises and forever discharges the Company Company, its affiliates and its affiliatessubsidiaries, including all predecessors and their successors, assigns, officers, directors, partnerstrustees, membersemployees, shareholdersinsurers, representatives, agents, agents and attorneys, past and employees and each of the affiliatespresent (hereinafter collectively “Released Parties”), predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) from any and all rights, claims, charges, demands, obligationsliens, agreements, contracts, covenants, actions, suits, causes of action, promises, agreementsobligations, controversies, liensdebts, damages attorneys’ fees, costs, expenses, damages, judgments, orders and liabilities liabilities, of every whatever kind based upon any past actionor nature, omission direct or eventindirect, in law, equity or otherwise, whether now known or unknown, and whether vested or not in litigation contingent, suspected or unsuspected through the date of this Agreement, which the Employee may have or which could be asserted by another on Employee’s behalfagainst the Released Parties for any reason, based on including but not limited to any action, omission or event relating to claims arising out of the Employee’s employment with by the Company or its affiliates or subsidiaries, the conversion thereof to part-time status, any claims for relief or causes of action under federal, state or local statute, ordinance or regulation dealing in any respect with employment and/or discrimination in employment, including, but not limited to, the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621 et seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §2000e et seq., the Americans with With Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 19931990, the Employee Retirement Income Security Act of 197442 X.X.X., the Fair Labor Standards Act§00000 et seq., the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each all as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and ; all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.Fair Credit Reporting Act, 15
Appears in 1 contract
General Release. Employee hereby irrevocably and unconditionally releases(a) On behalf of myself, acquitsmy heirs, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessorsexecutors, successors and assigns, I irrevocably and family members unconditionally release, waive and forever discharge the Company, its members, divisions, subsidiaries, affiliates and related companies, including the Company Group (as defined below), or any member of the aforementioned Company Group, and their present and former agents, employees, officers, directors, attorneys, stockholders, plan fiduciaries, successors and assigns (collectively, the “Releasees”) ), from any and all rights, claims, charges, demands, obligationsactions, causes of action, promisescosts, agreements, controversies, liens, damages fees and liabilities of every kind based upon any past action, omission or eventall liability whatsoever, whether known or unknown, and whether fixed or not in litigation contingent, suspected or unsuspected (collectively, “Claims”), which Employee I had, have, or may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event against Releasees relating to Employee’s or arising out of my employment with by or separation from the Company and/or and its direct and indirect subsidiaries and parents, including, without limitation, Orthofix International N.V. (collectively, the cessation thereof through “Company Group”), up to and including the date Employee executes 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 General Release includes actions claiming violation 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 Title VII any jurisdiction that prohibit age, sex, 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 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act1866, the Age Discrimination in Employment Act, as amended by the Older Workers’ 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 of 1993Act, the Xxxxxxxx-Xxxxx Act, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Polygraph Protection Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Uniformed Services Employment and Re-Employment ActReemployment Rights Act of 1994, the Rehabilitation Act of 1973, and the New York State or City Human Xxxxx Civil Rights Laws, each as amendedAct, or any other federal, state or local lawlaws, regulationregulations and ordinances governing discrimination, ordinance 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); (iii) claims arising under the 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 xxx any of the Releasees with respect to any matters released hereby.
(b) This release does not include a release or waiver of any rights or claims 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 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 policydirectors and officers insurance coverage, if any, provided by the Company, the 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, understanding and nothing in this Release is intended to waive, any claims relating to the validity or promiseenforceability of this Release; or any non-waivable right to file a charge with the United States Equal Employment Opportunity Commission (the “EEOC”) or the National Labor Relations Board (“NLRB”); provided, written however, that I shall not be entitled to recover any monetary damages or oralto non-monetary relief if the EEOC or NLRB were to pursue any claims relating to my employment with the Company. EXCEPT AS OUTLINED ABOVE, formal THIS MEANS THAT, 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.
(c) I acknowledge that different or informaladditional facts may be discovered in addition to what I now know or believe to be true with respect to the matters herein released, between Employee 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. This General Release also includes , that I have not given or sold any portion of any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithreleased herein to anyone else, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any that I will indemnify and hold harmless the Releasees from all reliefliabilities, without regard to its form or characterization. Included in this General Release are any and all claims for 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) / forty five (45)]1 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 1 To be determined at time of termination in accordance with relevant provisions of Age Discrimination in Employment Act. counsel of my own choosing prior to executing this Release. I understand that for future damages allegedly arising from a period ending at the alleged continuation end of the effects seventh calendar day following my execution of any past actionthis Release (“Revocation Period”), omission or eventI shall have the right to revoke this Release by delivering a written notice of revocation to Xxxxxx X. Xxxxxx, Orthofix Inc., Executive Vice President and Chief Operating Officer, 0000 Xxxxx Xxxx, Xxxxxxxxxx, XX 00000 no later than the end of the seventh calendar day after I sign this Release. Notwithstanding I understand and agree that this Release will not be effective and enforceable until after the foregoingRevocation Period expires without revocation, and if I elect to exercise this revocation right, this release Release shall not release be voided in its entirety, and the Company from its shall be relieved of all obligations under this Agreement or Release and all obligations under the Employment Agreement; this release Agreement as provided therein. This Release shall not release be effective on the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive eighth calendar day after it is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(kexecuted by me (“Effective Date”) benefits. By signing this release, Employee represents that Employee provided it has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebybeen previously revoked as provided herein.
Appears in 1 contract
General Release. Employee In consideration of you employment by the Company, --------------- you on behalf of yourself and any past, present or future heirs, executors, administrators, or assigns, hereby irrevocably and unconditionally releasesrelease and hold harmless the Company, acquitsTenFold Energy, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees Inc. and each of the Company's and/or TenFold Energy, Inc.'s respective agents, directors, officers, employees, representatives, attorneys and affiliated companies, divisions, subsidiaries and parents (and agents, directors, officers, employees, representatives and attorneys of such affiliates), and their predecessors, successors successors, heirs, executors, administrators and assigns, and family members all persons acting by, through, under or in concert with any of the aforementioned them (collectivelycollectively "Releasees"), the “Releasees”) or any of them, from any and all rights, claims, charges, demands, obligationsactions, causes of action, promisessuits, agreementsdebts, controversiescharges, lienscomplaints, damages claims, demands, losses, liabilities and liabilities obligations of every kind based upon any past actionnature whatsoever, omission in law or eventequity, whether known or unknown, and whether suspected or not unsuspected, which you ever had, now have, or you or your heirs, executors, administrators or assigns hereafter may claim to have against each or any of the Releasees (hereinafter "the Claims"), arising from or relating in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating way to Employee’s your employment relationship to date with the Company and/or or TenFold Energy, Inc. or the cessation thereof through termination thereof, whether the date Employee executes this Agreement. This General Release includes actions claiming Claims arise from any alleged violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection ActCompany or TenFold Energy, the Family and Medical Leave Act Inc. of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any other federal, state or local lawstatutes, regulation, ordinance ordinances or common law, and whether based on contract, tort, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment statute or any other cause legal or equitable theory of action or recovery. Such claims of violation of common law. This General Release is for any and all reliefinclude, without regard limitation, any claims relating to its form severance, stock options or characterization. Included in this General Release are other benefits, unpaid wages, salary or incentive payment, breach of contract, wrongful discharge, or employment discrimination under any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past actionapplicable federal, omission state or event. Notwithstanding the foregoinglocal statute, this release shall not release the Company from its obligations under this Agreement provision, order or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreementregulation, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, including but not limited to, any claim for earned but unpaid wagesunder Title VII and the Age Discrimination in Employment Act. You understand this is to be a general release of all Claims. You expressly and knowingly waive any and all rights under Section 1542 of the Civil Code of the State of California, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this which provides as follows: "A general release does not extend to claims which creditor does not know or suspect to exist in his favor at the time of executing the release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against which if known by him must have materially affected his settlement with the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebydebtor."
Appears in 1 contract
General Release. Employee You agree that, in consideration of Company’s payments to you, the sufficiency of which is hereby irrevocably acknowledged, you hereby release Company, its parent, subsidiary and unconditionally releasesaffiliate companies, acquits, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors predecessors and assigns, and family members any and all of the aforementioned their past and future directors, officers, agents, servants and employees, and their respective successors, assigns, heirs, executors and administrators thereof (collectively, the “ReleaseesReleased Parties”) ), from any and all rights, actual or potential claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether that you or not in litigation which Employee any person or corporation claiming under or through you, may have assert or which could be asserted by another on Employee’s behalf, based on any action, omission or event become entitled to assert against them arising out of relating to Employee’s your employment with Company or termination thereof, including without limitation, or any claim of discrimination on the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation basis of Title VII of race, color, sex, age, religion, national origin or handicap arising under federal Age Discrimination in Employment Act, the Civil Rights Act Acts of 1866 and 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993Executive Order 11246, the Employee Retirement Income Security Act of 19741974 (“ERISA”), the Family and Medical Leave Act, the Rehabilitation Act of 1973, the Fair Labor Standards Act, the Equal Pay Labor-Management Relations Act, the Immigration Equal Pay Act and Reform Control the Worker Adjustment Retraining and Notification Act, the Uniform Services Connecticut Fair Employment and Re-Employment Practices Act, the Rehabilitation Act of 1973Connecticut Family and Medical Leave Law, the Connecticut Constitution, Connecticut common law and any other applicable state, county or local law, ordinance or statute including claims for attorneys’ fees, and all other federal, state or local laws or regulations. Excluded from this Release of Claims are any claims or rights which cannot be waived by law. Also excluded from the New York State General Release is your right to file a charge with an administrative agency or City Human Rights Lawsparticipate in any agency investigation. You are, each as amendedhowever, waiving your right to recover money in connection with any such charge or investigation. You are also waiving your right to recover money in connection with a charge filed by any other individual or by the Equal Employment Opportunity Commission or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyagency.
Appears in 1 contract
General Release. Employee (a) In consideration of the promises and payments referenced above, to the fullest extent permitted by applicable law, you hereby irrevocably and unconditionally releases, acquits, release and forever discharges the discharge each Company and its affiliatesEntity, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, respective successors and assigns, current and family members former officers, agents, board of the aforementioned directors members, representatives and employees, various benefits committees, and their respective successors and assigns, heirs, executors and personal and legal representatives, (collectively, the “ReleaseesOceanFirst Parties,” or individually, an “OceanFirst Party”) from each and every Claim (as defined below), action or right of any sort which you, your agents, representatives, estate and/or heirs may have against any of them up through the date of execution of this Separation Agreement. This releases, and you intend to give up, all rights, claimsactions, charges, controversies, demands, obligations, causes of action, promisessuits, agreementsrights, controversiesliabilities, lienssettlements, damages costs, expenses and/or claims whatsoever (collectively, “Claims” or individually, a “Claim”), known and liabilities of every kind based upon any past action, omission or event, whether known or unknown, matured and whether unmatured, that you have now or not in litigation which Employee may have or which could be asserted by another on Employeein the future resulting from anything that has happened up to the execution of this Separation Agreement including any Claims for attorney’s behalffees and expenses and the fees and expenses of expert witnesses. Without limiting the scope of the foregoing provision in any way, based on any action, omission or event you specifically release all Claims relating to Employee’s or arising out of any aspect of your employment with the Bank or relationship with any Company and/or Entity or the cessation termination thereof through including, but not limited to, any claim under the date Employee executes this Agreement. This General Release includes actions claiming violation Employment Agreement between you and the Company dated as of April 5, 2017, as subsequently amended, and all releasable Claims under Title VII of the Civil Rights Act, the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.1991 and the laws amended thereby, the Americans with With Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Consolidated Omnibus Budget Reconciliation Act of 1985, the Occupational Safety and Health Act, the Equal Pay Act, the Immigration Family and Reform Control Medical Leave Act, the Uniform Services Employment and Re-Employment New Jersey Law Against Discrimination, the Conscientious Employee Protection Act, the Rehabilitation Act New Jersey Family Leave Act, the constitutions of 1973, and the United States or the State of New York State or City Human Rights Laws, each as amended, Jersey or any other federalstatute or law of the United States or any state under which you may waive rights, state or local lawall Claims relating to any plan, regulation, ordinance or common law, or under any policy, agreementpractice or procedure, understanding including any company compensation or promisebenefit plan, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of all common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, law Claims including, but not limited to, wrongful discharge, violation of public policy, whistleblower/retaliation Claims, breach of express or implied contract, breach of implied covenant of good faith and fair dealing, negligent or intentional infliction of emotional distress, negligent hiring/supervision, defamation, fraud, and tortious interference with contract or prospective economic advantage, all Claims for any claim economic loss including entitlement to profits, back pay, front pay, fringe benefits or any other form of compensation, all Claims for earned but unpaid personal injury, including mental anguish, humiliation, physical or emotional pain and suffering, psychiatric injury, and damage to name or reputation, all Claims for any form of compensatory or punitive damages, all Claims for costs or attorney’s fees, and all Claims arising out of any legal restrictions on each Company Entity’s right to terminate its employees. Without waiving any prospective or retroactive rights under the Fair Labor Standards Act (“FLSA”), you acknowledge that the Bank has properly provided you with all wages, workers’ compensation benefits, unemployment benefits, and compensation, if any, due to you under the FLSA. You further understands that, except for the consideration set forth in this Separation Agreement, this Separation Agreement includes the release of all claims for any type of financial interest in, or payments from, any Company Entity or for salary, wages, commissions, bonus, separation or severance benefits, or any other form of compensation. Notwithstanding the foregoing, such released claims shall not include any claims based on obligations created by or reaffirmed in this Separation Agreement, or the payment of salary until the Separation Date, the payment of accrued but unused vacation in accordance with Bank policies, your participation in the Bank benefit programs until the Separation Date. Moreover, nothing in this Section or this Separation Agreement shall affect your entitlement to any and all vested benefits, including, but not limited to those under the Bank’s ESOP and 401(k) plan. Nothing in this Section or in this Separation Agreement, however, releases any claims that are not waivable by you under applicable law, including any claims for workers compensation benefits. By signing You acknowledge that notwithstanding any other language herein, you are free to pursue before the U.S. Equal Employment Opportunity Commission (“EEOC”) any claim over which that agency has jurisdiction. However, you hereby expressly waive your right to any additional monetary or other recovery that otherwise may be available through an EEOC proceeding.
(b) Notwithstanding any other provision of this releaseAgreement, Employee represents that Employee has you are not commenced or joined prohibited in any claimway from: (a) reporting possible violations of federal, chargestate, action or local law or regulations, including any possible securities law violations, to any governmental agency or entity, including but not limited to the U.S. Department of Justice, the U.S. Securities and Exchange Commission (“SEC”), the U.S. Congress, or any agency Inspector General; (b) participating in any investigation or proceeding whatsoever against conducted by any federal, state, or local governmental agency or entity; (c) making any other disclosures that are protected under the whistleblower provisions of federal, state or local law or regulations; (d) providing truthful testimony in response to a valid subpoena, court order, or regulatory request; or (e) otherwise fully participating in any federal whistleblower programs, including but not limited to any such programs managed by the SEC and/or the Occupational Safety and Health Administration. You further acknowledge that you are not required to obtain any prior authorization of the Company or any other person to make any reports or disclosures described in the preceding sentence, and you are not required to notify the Company or any other person that such reports or disclosures have been made. Notwithstanding any other provision of the Releasees arising out of or relating to any of the matters set forth this Separation Agreement, nothing in this paragraph. Employee further represents that Employee will not be entitled Separation Agreement limits your right to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of receive an award for information provided to the matters released herebySEC.
Appears in 1 contract
Samples: Employment Separation Agreement (Oceanfirst Financial Corp)
General Release. Employee and Employee’s heirs, agents, representatives, administrators, and assigns hereby irrevocably and unconditionally releases, acquits, waive and forever discharges release and discharge the Company and its current, future, and former affiliates, and their related entities, parents, divisions, subsidiaries, officers, directors, partners, members, shareholdersemployees, attorneys, agents, representatives, agentsinsurers, attorneys, and employees and each of the affiliatesreinsurers, predecessors, successors and assignssuccessors, and family members of the aforementioned assigns (collectively, the “Releasees”) ), from any and all rights, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages claims and liabilities of every kind based upon any past actionnature whatsoever, omission or event, whether known or and unknown, fixed and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalfcontingent, arising out of, based on any actionon, omission or event relating related to Employee’s employment with the Company and/or Company, the cessation thereof through termination of Employee’s employment with the Company, and any other dealings, transactions, or events involving the Releasees occurring on or before the date Employee executes signs this Agreement. This General Release includes actions claiming , including but not limited to any federal, state, or local law, rule, or regulation, or common-law claim, including all claims under any federal, state, or local law or ordinance governing employment; claims for breach of contract; claims arising in tort; claims for wrongful discharge, interference with contractual or business relations, discrimination, harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of emotional distress, conspiracy, violation of public policy, promissory estoppel, detrimental reliance, and/or breach of the implied covenant of good faith and fair dealing; all rights and claims under the following laws, as amended, to the maximum extent permitted by law: Section 1981 of the Civil Rights Act of 1866; Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., Act; the Americans with Disabilities Act, ; the Age Discrimination in Employment Act, as amended by ; the Older Workers’ Benefit Workers Benefits Protection Act, ; the Federal Family and Medical Leave Act of 1993, Act; the Worker Adjustment and Retraining Notification Act; the National Labor Relations Act; the Labor Management Relations Act; the Fair Credit Reporting Act; the Employee Retirement Income Security Act of 1974, ; the Fair Labor Standards Occupational and Safety Health Act, ; the Equal Pay Act, ; the Immigration and Reform Control Act, the Uniform Uniformed Services Employment and Re-Employment employment Act, ; the False Claims Act (including the qui tam provision thereof); the Consolidated Omnibus Budget Reconciliation Act of 1986; the Rehabilitation Act of 1973, and ; the New York State or City Human Rights Laws, each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and Electronic Communications Privacy Act of 1986 (including the Company or any of Stored Communications Act); North Carolina’s Equal Employment Practices Act (N.C. Gen. Stat. §§ 143-422.1 to 143-422.3); the ReleaseesRetaliatory Employment Discrimination Act (N.C. Gen. Stat. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement§95-240 et seq.); this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the byAnti-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.Blacklisting Act (N.C. Gen.
Appears in 1 contract
Samples: Confidential Separation Agreement and Release (Aravive, Inc.)
General Release. Employee In exchange for the valuable consideration set forth herein, you hereby irrevocably waive any and unconditionally releases, acquitsall rights to xxx and/or make any claims against Xxxxxxx-Xxxxx Squibb Company, and forever discharges the Company any affiliates, parent companies and subsidiaries, and its affiliates, and their past, present and future officers, directors, partners, members, shareholders, representativesemployees, agents, attorneys, employee benefit plans and employees their administrators and each of the affiliates, predecessors, fiduciaries and its and their successors and assigns, and family members of the aforementioned (collectively, collectively the “ReleaseesReleased Parties”) based upon any act or event occurring prior to the Effective Date of this Letter Agreement. Without limitation, you specifically release the Released Parties from any and all rights, claims, charges, demands, obligations, causes such claims arising out of action, promises, agreements, controversies, liens, damages your employment and liabilities of every kind based upon any past action, omission or eventseparation from the Company, whether known known, or unknown, and whether or including, but not limited to, claims under the Change in litigation which Employee may have or which could be asserted by another on Employee’s behalfControl Agreement, claims based on any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of discrimination under federal anti-discrimination laws such as Title VII of the Civil Rights Act of 1964, as amendedthe Age Discrimination in Employment Act, 42 U.S.C. 2000e et seq.the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Age Discrimination in Employment Equal Pay Act, as amended by the Older Workers’ Benefit Protection Worker Adjustment Retraining Notification Act, the Family and Medical Leave Act of 1993Act, claims under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (including, without limitation, claims for interference with your rights to benefits under section 510 of ERISA), the Fair Labor Standards Act, the Equal Pay ActFair Credit Reporting Act and/or any entitlement under any company program or plan, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973including for wages or other paid leave, and the New York State or City Human Rights Laws, each as amended, or any other and all federal, state or and local fair employment practice laws, disability benefits law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious other employee or labor relations statute, and any duty or other employment related obligation, tort, breach of contract, emotional distress, negligence, discrimination, harassment, retaliation, claims for monetary or any claim of express or implied contract of employment or any other cause equitable relief, punitive and compensatory relief and attorney’s fees and costs. Except for those claims, causes of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in rights explicitly excluded from this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising Release, you agree that you will never accept anything of value from the alleged continuation of the effects a lawsuit, administrative complaint, or charge of any past actionkind filed with any court, omission governmental or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement administrative agency or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in arbitrator concerning any claim, charge, action issue or proceeding whatsoever against the Company matter relating to or any of the Releasees arising out of any interaction with the Company prior to the parties’ execution of this Agreement. You further represent and agree that you will immediately notify the Company if you have filed or relating to pursued any of complaints, charges or lawsuits with any court, governmental or administrative agency or arbitrator against the matters set forth Released Parties asserting any claims that are released in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of general release (the matters released hereby“General Release”).
Appears in 1 contract
General Release. Employee In consideration for the Separation Benefits, Executive hereby irrevocably releases and unconditionally releases, acquitsdischarges the Company, and forever discharges the Company each of its past and its present parents, subsidiaries, predecessors, successors, assigns, related companies, affiliates, entities or divisions, and their past and present employee benefits plans, trustees, fiduciaries, and administrators, and any and all of their respective past and present stockholders, officers, directors, partners, members, shareholdersemployees, representatives, agents, attorneys, agents and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned attorneys (collectively, the “Releasees”) from any and all rights, claims, charges, demands, obligations, causes of action, promisesor liabilities, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether of any kind which Executive, or not Executive’s heirs, executors, administrators, agents, attorneys, representatives or assigns (all collectively included in litigation which Employee the term “Executive” for purposes of this Section 5) have, had, or may have or which could be asserted by another on Employee’s behalfagainst the Releasees, based on any actionevents or circumstances arising or occurring prior to and including the date of Executive’s execution of this Agreement to the fullest extent permitted by law, omission regardless of whether such claims are now known or event are later discovered, including any and all claims and liabilities relating to EmployeeExecutive’s employment with by, or services rendered to or for, the Company and/or Company, or relating to the cessation thereof through of Executive’s employment or claims related to any rights of continued employment, reinstatement or reemployment, including but not limited to claims or liabilities under the date Employee executes this Agreement. This General Release includes actions claiming violation of Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.Section 1981, the Americans with Disabilities Workers Adjustment and Retraining Notification Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Fair Labor Standards Act, the Family and Medical Leave Act of 1993Rehabilitation Act, the Occupational Safety and Health Act, Employee Retirement Income Security Act of 1974, the Fair Labor Standards Older Worker Benefit Protection Act, the Equal Pay Act, the Immigration Worker Adjustment and Reform Control Retraining Notification Act, the Uniform Uniformed Services Employment and Re-Employment Reemployment Rights Act, the Rehabilitation Act of 1973Genetic Information Nondiscrimination Act, the Fair Credit Reporting Act, the Illinois Right to Privacy in the Workplace Act, the Illinois Equal Pay Act, the Illinois Worker Adjustment and Retraining Notification Act, the Illinois Human Rights Act, the Illinois Whistleblower Act, the Illinois Biometric Privacy Act, and the New York State or City Human Rights Lawsany other statutory, each as amendedtort, contract, or common law cause of action to the fullest extent permitted by law, other than any other obligations, claims, or liabilities set forth in the second and third paragraphs of this Section 5. This release is to be broadly construed in favor of the Releasees. In the event any person, entity, or federal, state or local lawgovernment agency, regulationincluding but not limited to the Equal Employment Opportunity Commission (“EEOC”), ordinance pursues a claim on Executive’s behalf or common lawon behalf of a class to which Executive may belong against Employer, Executive hereby waives the right to recover monetary damages or injunctive relief in favor of Executive from or against Employer. Executive acknowledges that the consideration that Executive will receive in exchange for Executive’s waiver of the claims specified herein exceeds anything of value to which Executive is already entitled; that Executive was hereby advised in writing to consult with an attorney and that Executive had at least 21 calendar days to consider this Agreement; that Executive has entered into this Agreement knowingly and voluntarily with full understanding of its terms and after having had the opportunity to seek and receive advice from counsel of Executive’s choosing; and that Executive has had a reasonable period of time within which to consider this Agreement. Executive represents that Executive has not assigned any claim against the Company to any person or entity; that Executive has no right to any future employment by the Company; that Executive has received (or will receive as provided herein) all compensation, benefits, remuneration, accruals, contributions, reimbursements, bonuses, vacation pay, and other payments, leave and time off due; and that Executive has not suffered any injury that resulted, in whole or in part, from Executive’s work at the Company that would entitle Executive to payments or benefits under any policystate worker’s compensation law and the separation of Executive’s employment from the Company is not related to any such injury. Notwithstanding anything to the contrary in this Agreement, agreementExecutive is not waiving (a) any claim or right under state workers’ compensation or unemployment laws; (b) any claim or right to vested benefits, understanding including under any pension, supplemental retirement or promisesavings plan; (c) any claim or right to continued benefits in accordance with COBRA; (d) any claim or right to enforce the terms of this Agreement; (e) any right to indemnification (and related advancement of expenses) Executive may have under applicable laws, written or oral, formal or informal, between Employee the applicable constituent documents (including bylaws and certificates of incorporation) of the Company or its subsidiaries, or any of the Releasees. This General Release also includes any claims for wrongful discharge or applicable D&O insurance policy that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, may maintain; and any actions raising tortious claims or any claim of express or implied contract of employment or (f) any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that right which cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any waived as a matter of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebylaw.
Appears in 1 contract
Samples: Separation Benefits and General Release Agreement (Sanfilippo John B & Son Inc)
General Release. Employee In consideration for the Separation Benefits, Executive hereby irrevocably releases and unconditionally releases, acquitsdischarges the Company, and forever discharges the Company each of its past and its present parents, subsidiaries, predecessors, successors, assigns, related companies, affiliates, entities or divisions, and their past and present employee benefits plans, trustees, fiduciaries, and administrators, and any and all of their respective past and present stockholders, officers, directors, partners, members, shareholdersemployees, representatives, agents, attorneys, agents and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned attorneys (collectively, the “Releasees”) from any and all rights, claims, charges, demands, obligations, causes of action, promisesor liabilities, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether of any kind which Executive, or not Executive’s heirs, executors, administrators, agents, attorneys, representatives or assigns (all collectively included in litigation which Employee the term “Executive” for purposes of this Section 5) have, had, or may have or which could be asserted by another on Employee’s behalfagainst the Releasees, based on any actionevents or circumstances arising or occurring prior to and including the date of Executive’s execution of this Agreement to the fullest extent permitted by law, omission regardless of whether such claims are now known or event are later discovered, including any and all claims and liabilities relating to EmployeeExecutive’s employment with by, or services rendered to or for, the Company and/or Company, or relating to the cessation thereof through of Executive’s employment or claims related to any rights of continued employment, reinstatement or reemployment, including but not limited to claims or liabilities under the date Employee executes this Agreement. This General Release includes actions claiming violation of Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.Section 1981, the Americans with Disabilities Workers Adjustment and Retraining Notification Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Fair Labor Standards Act, the Family and Medical Leave Act of 1993Rehabilitation Act, the Occupational Safety and Health Act, Employee Retirement Income Security Act of 1974, the Fair Labor Standards Older Worker Benefit Protection Act, the Equal Pay Act, the Immigration Worker Adjustment and Reform Control Retraining Notification Act, the Uniform Uniformed Services Employment and Re-Employment Reemployment Rights Act, the Rehabilitation Act of 1973Genetic Information Nondiscrimination Act, the Fair Credit Reporting Act, the Illinois Right to Privacy in the Workplace Act, the Illinois Equal Pay Act, the Illinois Worker Adjustment and Retraining Notification Act, the Illinois Human Rights Act, the Illinois Whistleblower Act, the Illinois Biometric Privacy Act, and the New York State or City Human Rights Lawsany other statutory, each as amendedtort, contract, or common law cause of action to the fullest extent permitted by law, other than any other obligations, claims, or liabilities set forth in the second and third paragraphs of this Section 5. This release is to be broadly construed in favor of the Releasees. In the event any person, entity, or federal, state or local lawgovernment agency, regulationincluding but not limited to the Equal Employment Opportunity Commission (“EEOC”), ordinance pursues a claim on Executive’s behalf or common lawon behalf of a class to which Executive may belong against Employer, Executive hereby waives the right to recover monetary damages or injunctive relief in favor of Executive from or against Employer. Executive acknowledges that the consideration that Executive will receive in exchange for Executive’s waiver of the claims specified herein exceeds anything of value to which Executive is already entitled; that Executive was hxxxxx advised in writing to consult with an attorney and that Executive had at least 21 calendar days to consider this Agreement; that Executive has entered into this Agreement knowingly and voluntarily with full understanding of its terms and after having had the opportunity to seek and receive advice from counsel of Executive’s choosing; and that Executive has had a reasonable period of time within which to consider this Agreement. Executive represents that Executive has not assigned any claim against the Company to any person or entity; that Executive has no right to any future employment by the Company; that Executive has received (or will receive as provided herein) all compensation, benefits, remuneration, accruals, contributions, reimbursements, bonuses, vacation pay, and other payments, leave and time off due; and that Executive has not suffered any injury that resulted, in whole or in part, from Executive’s work at the Company that would entitle Executive to payments or benefits under any policystate worker’s compensation law and the separation of Executive’s employment from the Company is not related to any such injury. Notwithstanding anything to the contrary in this Agreement, agreementExecutive is not waiving (a) any claim or right under state workers’ compensation or unemployment laws; (b) any claim or right to vested benefits, understanding including under any pension, supplemental retirement or promisesavings plan; (c) any claim or right to continued benefits in accordance with COBRA; (d) any claim or right to enforce the terms of this Agreement; (e) any right to indemnification (and related advancement of expenses) Executive may have under applicable laws, written or oral, formal or informal, between Employee the applicable constituent documents (including bylaws and certificates of incorporation) of the Company or its subsidiaries, or any of the Releasees. This General Release also includes any claims for wrongful discharge or applicable D&O insurance policy that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, may maintain; and any actions raising tortious claims or any claim of express or implied contract of employment or (f) any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that right which cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any waived as a matter of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebylaw.
Appears in 1 contract
General Release. Employee hereby irrevocably As of the Effective Date, Xxxxx, on his own behalf and on behalf of all persons or entities which may claim through Xxxxx, knowingly and voluntarily forever and unconditionally releases, acquitscovenants not to xxx, and forever discharges the Company and its affiliatesgives up any rights, and their officersclaims, directorsor complaints that Xxxxx may have against Company, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliatesCompany’s owners, stockholders, predecessors, successors and successors, assigns, agents, directors, officers, employees, representatives, attorneys, parent companies, divisions, subsidiaries, affiliates (and family members agents, directors, officers, employees, representatives and attorneys of such parent companies, divisions, subsidiaries and affiliates), insurers, partners, fiduciaries, employee benefits plans, employee benefits committees and all persons acting by, through, under or in concert with any of them (collectively “Releasees” and each individually, a “Releasee”), or any of them, that Xxxxx may have on or prior to the date Xxxxx signs this Release which are connected in any way whatsoever with Xxxxx’x employment with, or separation of employment from, the Company, its subsidiaries or affiliates (“Claims”). Without limiting the generality of the aforementioned (collectivelyforegoing, the “this Release applies to Claims for compensation and benefits alleged to be owing to Xxxxx, including all claims regarding entitlement to any unvested equity grants,] as well as claims of wrongful or constructive discharge, breach of contract, tortious or unlawful conduct by Releasees”) from any and all rights, claimsdiscrimination, chargesharassment, demandsdefamation, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission negligence or event, whether known or unknownother improper actions alleged to be taken by Releasees, and whether claims which may arise under many different laws, specifically including but not limited to rights or not in litigation which claims arising under the Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of Title VII of the Civil Rights Retirement Income Security Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act1974, the Family and Medical Leave Act of 1993, Title VII of the Employee Retirement Income Security Civil Rights Act of 19741964 and Section 1981 of the Civil Rights Act of 1866, the Equal Pay Act, the Americans with Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, the Age Discrimination in Employment Act and the Older Workers’ Benefit Protection Act, the Fair Labor Standards Act, the Equal Pay Washington Law Against Discrimination, the California Fair Employment and Housing Act, the Immigration California Family Rights Act (all as amended to date) and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any all other federal, state or local lawlaws prohibiting employment discrimination, regulation, ordinance or common lawrequiring employers to provide leaves of absence, or under restricting an employer’s right to terminate employees or otherwise relating to or regulating the employment relationship. Xxxxx understands and agrees that this Release binds Xxxxx and his heirs and assigns. Xxxxx also understands and agrees that this Release shall operate as a complete and total bar and defense to any policyClaims that have been or in the future may be, agreementdirectly or indirectly, understanding brought by Xxxxx or promiseXxxxx’x successors, written heirs, or oral, formal or informal, between Employee and the Company or any of beneficiaries against the Releasees. This General Release also includes Xxxxx represents and warrants that, as of the date Xxxxx signs this Release, Xxxxx has not directly or indirectly filed any claims for wrongful discharge complaints, charges or that the Company lawsuits against any Releasee with any governmental agency or any court within or outside of the other Releasees has dealt with Employee unfairly or in bad faithUnited States, and that Xxxxx has not encouraged any actions raising tortious claims such actions. Xxxxx also represents and warrants that Xxxxx has not assigned any Claim to any third party, and that no third party has any ownership interest or any claim lien of express any kind or implied contract nature with respect to any Claim. Xxxxx also hereby waives any right to become, and promises not to consent to become, a member of any class in a case in which claims are asserted against any Releasee that are related in any way to Xxxxx’x employment or the termination of Xxxxx’x employment with Company, and that involve events which have occurred prior to or as of the date Xxxxx signs this Release. If, without Xxxxx’x prior knowledge and consent, Xxxxx is made a member of a class in any other cause such proceeding, Xxxxx agrees to opt out of action the class at the first opportunity afforded to Xxxxx after Xxxxx learns of his inclusion. In this regard, Xxxxx agrees to execute, without objection or delay, an “opt-out” form presented to Xxxxx either by the court in which such proceeding is pending or by counsel for Releasees if Releasee is made a defendant in any such proceeding. Xxxxx also agrees that Xxxxx will not share in any remedy sought in any court or administrative agency proceedings involving the matters released herein. Xxxxx agrees that this Release applies to all rights or claims, whether known or unknown, that arose on or before the date Xxxxx signs this Release. Xxxxx understands that this Release does not apply to: (a) the right to enforce this Release; or (b) any rights or claims of violation of common lawthat may arise after the date Xxxxx signs this Release. In connection with such waiver and release, Xxxxx acknowledges that Xxxxx is aware that Xxxxx may hereafter discover claims presently unknown or unsuspected, or facts in addition to, or different from, those which Xxxxx now knows or believes to be true. This General Release is means that Xxxxx cannot xxx any Releasee for any and all relief, without regard anything that occurred prior to its form or characterizationthe date Xxxxx signs this Release. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation Section 1542 of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights Civil Code of the Executive to indemnification under the terms State of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this California provides as follows: A general release does not waiveextend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, release which if known by him or otherwise discharge her must have materially affected his or her settlement with the debtor. Xxxxx, understanding his rights under Section 1542 of the Civil Code of the State of California, nonetheless voluntarily waives the rights described in such Section 1542, as well as any claim other statute of similar effect. Xxxxx elects to assume all risks for claims that may now exist in Xxxxx’x favor, whether known or cause of action that cannot legally be waived, including, but not limited to, unknown. Xxxxx acknowledges and agrees that:
a. This Release is written in language which is readily understandable;
x. Xxxxx is releasing any claim for earned but unpaid wagesage discrimination, workersincluding any claims under the Age Discrimination in Employment Act and the Older Workers’ compensation benefitsBenefit Protection Act, unemployment benefitsthat Xxxxx might assert as of the date he executes this Release;
c. Company has explained that Xxxxx’x execution of this Release must be knowing and voluntary;
d. Company advises Xxxxx to consult an attorney of his choice before deciding whether to enter into this Release;
x. Xxxxx has been informed of his right to take up to twenty-five (25) days to review, and vested 401(k) benefits. By in consultation with an attorney of his choice, to consider signing this releaseRelease (as described in Section 2, Employee represents that Employee has below);
f. This Release does not commenced or joined in apply to any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees claim arising out of or relating events occurring after the date Xxxxx signs this Release; and
g. If Xxxxx is signing this Release prior to any the expiration of the matters set forth in twenty-five (25) day period, Xxxxx acknowledges that he has had adequate time to fully consider the provisions of this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyRelease and he knowingly waives this right.
Appears in 1 contract
General Release. Employee In consideration of the payment of salary through ______, ___ together with accrued vacation pay and __ weeks severance and for other good and valuable consideration, J. Xxxxx Xxxxxxx ("Executive") hereby irrevocably and unconditionally forever releases, acquitsdischarges, acquits and forever discharges the Company and forgives DIRECTRIX, INC., its affiliates, and their officers, directors, partnersstockholders, membersemployees, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned assignees (collectively, the “Releasees”"Company") from any and all rights, claims, chargesknown or unknown, which Executive or Executive's heirs, successors or assigns have or may have against the Company and any and all liability which the Company may have to Executive whether denominated claims, demands, obligations, causes of action, promises, agreements, controversies, liensobligations, damages or liabilities arising from any and liabilities all bases, however, denominated, including but not limited to claims of every kind based upon any past action, omission or event, whether known or unknown, and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s employment with discrimination under the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the U.S. Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection ActU.S. Americans with Disabilities Act of 1990, the U.S. Family and Medical Leave Act of 1993, Title VII of the Employee Retirement Income Security United States Civil Rights Act of 19741964, the Fair Labor Standards Act42 U.S.C. Section 1981, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights LawsLaw, each as amendedincluding New York Executive Law Section 296, Section 8-107 of the Administrative Code and Charter of New York City, the Worker Adjustment and Retraining Notification Act of 1988 or any similar state law or any other federal, state or local law, or any other law, rule or regulation, ordinance or common law, any workers' compensation or disability claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee such laws. This release relates to claims arising from and during Executive's relationship with the Company or any as a result of the Releaseestermination of such relationship. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waivedno matter how denominated, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefitsback pay, unemployment benefitsfront pay, and vested 401(k) benefitscompensatory damages or punitive damages. By signing this release, Employee represents that Employee has This release shall not commenced or joined in any claim, charge, action or proceeding whatsoever against apply to the Company or any of the Releasees arising out of or relating to any of the matters obligations set forth in this paragraphAgreement or any other claims that may arise after the date on which Executive signs this Agreement. Employee further represents that Employee will Notwithstanding any other provision of this Agreement, this release is not be entitled intended to interfere with Executive's right to file a charge with the U.S. Equal Employment Opportunity Commission (or accept any personal recovery state human rights or similar commission) in connection with any claim Executive believes Executive may have against the Company. However, by executing this Agreement, Executive hereby agrees to waive the right to recover in any action proceeding Executive may bring before the U.S. Equal Opportunity Commission (or any state human rights or similar commission) or in any proceeding that may brought by the U.S. Equal Employment Opportunity Commission (or any state human rights or similar commission) on Executive's behalf. This release shall be commenced on his behalf arising out binding upon and inure to the benefit of the matters released herebyparties, their successors, assigns and personal representatives.
Appears in 1 contract
Samples: Employment Agreement (Directrix Inc)
General Release. In consideration of the Company’s obligations under this Release, Employee hereby irrevocably and unconditionally releases, acquits, acquits and forever discharges the Company and each of its affiliatessubsidiaries and affiliates and each of their respective officers, and their officersemployees, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessorscontractors, successors and assigns, and family members of the aforementioned assigns (collectively, the “ReleaseesReleased Parties”) from any and all rights, claims, charges, demands, obligations, actions or causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon action in any past action, omission or event, whether known or unknown, and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating way related to Employee’s employment with the Company and/or or the cessation thereof through termination thereof, or related to Employee’s relationship(s) with the date Employee executes this Agreement. This General Release includes actions claiming Released Parties, whether arising from tort, common law, statute, contract or Company plan, including but not limited to, (a) claims of wrongful discharge, breach of contract, breach of implied contract, failure to keep any promise, breach of a covenant of good faith and fair dealing, breach of fiduciary duty, estoppel, reliance upon any representation, Employee’s activities, if any, as an actual or alleged “whistleblower,” defamation, infliction of emotional distress, outrageous conduct, fraud, misrepresentation, negligence, harassment, retaliation or reprisal, constructive discharge, assault, battery, false imprisonment, invasion of privacy, interference with contractual or business relationships, any other wrongful employment practices, or violation of any other principle of common law, (b) claims arising under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.1964 and 1991, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Age Discrimination in Employment Act, as amended by 42 U.S.C. Section 1981, the Older Workers’ Worker Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Family Medical Leave Act, the Uniform Services Employment and ReXxxxx Xxxxxxxxx Fair Pay Act of 2009, the Genetic Information Non-Employment discrimination Act, the Rehabilitation Act of 1973Worker Adjustment and Retraining Notification Act, and the New York State or City Human Rights Laws, each as amendedFair Credit Reporting Act, or (c) claims arising under the discrimination, wage payment, or employment laws and any other federal, state or local lawstatutes or ordinances of the United States, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee it being Employee’s intention and the Company or any intention of the ReleaseesCompany to make this Release as broad and as general as the law permits (the “Claims”). This General Employee understands that this Release also includes any does not waive claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release law does not waive, release or otherwise discharge any claim or cause of action that cannot legally allow to be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding claims that may be commenced arise after the date on his behalf arising out which the Release is executed, or claims related to breach or enforcement of the matters released herebythis Release.
Appears in 1 contract
Samples: Change in Control and Severance Agreement (Tengasco Inc)
General Release. Employee hereby irrevocably In exchange for the valuable consideration set forth herein, Mr. Taylor agrees to release Chattem and unconditionally releases, acquits, and forever discharges the Company and each of its affiliates, and their officers, directorsdirecxxxx, partners, members, shareholders, representativesxxxxoyees, agents, attorneys, subsidiaries and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) affiliates from any and all rightscharges, complaints, claims, charges, demandsliabilities, obligations, actions, causes of action, promisessuits, agreementsdemands, controversiescosts, lienslosses, damages and liabilities expenses, of every kind based upon any past actionnature whatsoever, omission or event, whether known or unknown, and whether or not including, but in litigation which Employee may have or which could be asserted by another on Employee’s behalfno way limited to, based on any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., 1964 (Title VII); the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, (ADA); the Employee Retirement Income Security Act of 1974, as amended (ERISA); 42 U.S.C. ss.1981; the Fair Labor Standards Occupational Safety and Health Act, 29 U.S.C. ss.651 ET SEQ. (OSHA); the Equal Pay Family and Medical Leave Act, 29 U.S.C. ss.2601 ET SEQ. (FMLA); the Immigration and Reform Control federal False Claims Act, ; the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Tennessee Human Rights LawsAct; the Tennessee Public Protection Act; any claim based on express or implied contract; any claims of promissory estoppel; any action arising in tort, each as amendedincluding, but in no way limited to, libel, slander, defamation, intentional infliction of emotional distress, or negligence; any claim for wrongful discharge, any constitutional claims, or any claim under all laws relating to the violation of public policy, retaliation or compensation; any claims arising under employment or disability discrimination or whistleblower laws; or any claims under other applicable federal, state or local law, regulation, ordinance or order, at common lawlaw or otherwise arising out of their employment relationship or the termination of their employment relationship, which Mr. Taylor now has, owns or holds, or under claims to have, own or hold, ox xxxxx xx at any policytime heretofore had, agreementowned or held, understanding or promiseclaimed to have, written own or oralhold against them. It is agreed that this is a general release and it is to be broadly construed as a release of all claims; provided that, formal or informal, between Employee and the Company or any this paragraph expressly does not include a release of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common cannot be released hereunder by law. This General Release Except as specifically provided in this Agreement, Mr. Taylor hereby acknowledges that he has received from Chattem all xxxxx xxx compensation which he is owed by Chattem or to which he is entitled by law as of his last pay period. Mr. Taylor hereby acknowledges that Chattem has in no way interfered xxxx xxx right to take any leave to which he may have been entitled by law or under Chattem's policies. Mr. Taylor further acknowledges that Chattem has allowed him to take xxx xxxx leave for which he was eligible and which he requested. Mr. Taylor further acknowledges that he has reported any and all relief, without regard worxxxxxx xxxuries that he has incurred or suffered to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebydate.
Appears in 1 contract
Samples: Separation Agreement (Chattem Inc)
General Release. Employee hereby irrevocably and unconditionally releases, acquits, and forever discharges In consideration for the Company entering into this Agreement and your eligibility for the Special Incentive Bonus, you shall and hereby do voluntarily, freely, fully and completely release, waive and assign to the Company any and all claims that you have ever asserted, or could have asserted, against the Company or any of its past or current shareholders, affiliates, and their officers, directors, partners, members, shareholders, representativesemployees, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned insurers or representatives (collectivelytogether, the “ReleaseesOther Released Parties”) from on or at any time before your execution of this Agreement; whether sounding in or based upon any contract, tort, statute, regulation or common law. For the sake of clarity, the released claims include, without limitation, any and all rightsclaims under or based, claimsin whole or in part, chargesupon all oral or written contracts, demandsall documents governing any Employer-promulgated plan, obligations, causes of action, all written or oral representations or promises, agreementsas well as all claims for compensation, controversiesbenefits, liensstock, damages equity, wrongful discharge, any legal restriction on the Company’s right to terminate employees, discrimination, accommodation, commissions, minimum wage, overtime pay, breach of contract, retaliation, torts (including, but not limited to, any and liabilities all claims of every kind based upon any past actionnegligence, omission negligent hiring, retention and/or supervision, intentional or eventnegligent invasion of privacy, whether known defamation, compelled defamation, intentional or unknownnegligent infliction of emotional harm, and whether libel, slander, invasion of privacy or not in litigation which Employee may have violations of public policy) or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of any rights arising under any federal, state, or local law, including, without limitation, Title VII of the Civil Rights Act of 1964, as amendedthe Civil Rights Restoration Act, 42 U.S.C. 2000e et seq.the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act, the Age Discrimination in Employment Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, as amended by the Older Workers’ Worker Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974Act, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Civil Rights Act of 1991, Section 1981 of U.S.C. Title 42, the Fair Credit Reporting Act, the National Labor Relations Act, the Uniform Services Employment and Re-Employment Reemployment Rights Act, the Rehabilitation Genetic Information Nondiscrimination Act, the Immigration Reform and Control Act, the Families First Coronavirus Response Act, the Coronavirus Aid, Relief and Economic Security Act, any local, state, or federal law arising from and/or enacted to address the COVID-19 virus, any claims arising under North Carolina, Texas, or other state laws, including but not limited to the Retaliatory Employment Discrimination Act of 1973(XXXX), the North Carolina Persons with Disabilities Protection Act (PDPA), the Equal Employment Practices Act (EEPA), N.C.G.S. § 95-28.1, N.C.G.S. § 95-28.1A, N.C.G.S. § 95-28.2, N.C.G.S. § 130A-148(i), N.C.G.S. § 9-32, N.C.G.S. §§ 127A-201 to 127A-203, any claims arising under the Texas Labor Code that may be legally waived and released including the New York State or City Texas Payday Act, the Texas Anti-Retaliation Act, the Texas Whistleblower Act, the Texas Commission on Human Rights LawsAct, each all of their amendments (as amendedapplicable), or any other federal, analogous state or and/or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithlaws, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all reliefclaims for monetary recovery, including past or future lost wages, mental anguish, pain and suffering, compensatory damages, punitive damages, liquidated damages, attorneys’ fees, expenses, costs, and interest. The released claims include claims that you know about and those that you may not know about up to and including the date of the execution of this Agreement. The released claims specifically include, without regard to its form or characterization. Included in this General Release are any and limitation, all claims for attorneys’ fees and costs incurred by you for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees reason arising out of or relating to any matters covered by this Agreement. The only claims not released are any claims that arise under this Agreement, and those which, as a matter of law, cannot be released by you under any circumstances. Notwithstanding the broad scope of the matters set forth general release of claims above, the released claims are 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 workers’ compensation and unemployment compensation benefits, violations of rules of the U.S. Securities and Exchange Commission, challenges to the validity of the release under the Age Discrimination in Employment Act, or unemployment insurance benefits. Nothing in this paragraph. Employee further represents that Employee will not be entitled Agreement is intended to prohibit or accept interfere with any personal recovery administrative proceeding, including any filing of a charge or participation in any action administrative investigation or proceeding by you; provided, however, that may be commenced you expressly release and waive any right to recovery of any type, including back pay, front pay, compensatory damages, liquidated or punitive damages, attorney’s fees, reinstatement, or any other benefit, in any administrative or court action, whether state or federal, and whether brought by you or on his behalf arising out of your behalf, related in any way to the matters released herebyherein. Nothing in this Agreement shall waive or release any rights or claims that you may have under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act.
Appears in 1 contract
General Release. Employee hereby irrevocably and unconditionally releases(a) On behalf of myself, acquitsmy heirs, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessorsexecutors, successors and assigns, I irrevocably and family members unconditionally release, waive and forever discharge the Company, its members, divisions, subsidiaries, affiliates and related companies, including the Company Group (as defined below), or any member of the aforementioned Company Group, and their present and former agents, employees, officers, directors, attorneys, stockholders, plan fiduciaries, successors and assigns (collectively, the “Releasees”) ), from any and all rights, claims, charges, demands, obligationsactions, causes of action, promisescosts, agreements, controversies, liens, damages fees and liabilities of every kind based upon any past action, omission or eventall liability whatsoever, whether known or unknown, and whether fixed or not in litigation contingent, suspected or unsuspected (collectively, “Claims”), which Employee I had, have, or may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event against Releasees relating to Employee’s or arising out of my employment with by or separation from the Company and/or and its direct and indirect subsidiaries and parents, including, without limitation, Orthofix International N.V. (collectively, the cessation thereof through “Company Group”), up to and including the date Employee executes of execution of this Release, other than my right to receive the severance payments and other benefits and consideration described in the Agreement. This General Release includes actions claiming violation 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 Title VII any jurisdiction that prohibit age, sex, 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 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act1866, the Age Discrimination in Employment Act, as amended by the Older Workers’ 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 of 1993Act, the Xxxxxxxx-Xxxxx Act, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Polygraph Protection Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Uniformed Services Employment and Re-Employment ActReemployment Rights Act of 1994, the Rehabilitation Act of 1973, and the New York State or City Human Xxxxx Civil Rights Laws, each as amendedAct, or any other federal, state or local lawlaws, regulationregulations and ordinances governing discrimination, ordinance 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); (iii) claims arising under the 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 xxx any of the Releasees with respect to any matters released hereby.
(b) This release does not include a release or waiver of any rights or claims 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 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 Agreement. In the event of any such dispute, my sole remedy against the Company shall be to enforce the terms of the Agreement. I am also not waiving, and nothing in this Release is intended to waive, any right to coverage under any policydirectors and officers insurance coverage, if any, provided by the Company, the Company Group, or any member of the Company Group, or any right to indemnification or expense advancement under any indemnification agreement, understanding or promiseany applicable Company Group articles of incorporation, written bylaws or oralsimilar organizational document, formal if any, in each case, 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 informalworkers’ compensation benefits, between Employee 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 the United States Equal Employment Opportunity Commission (the “EEOC”) 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 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.
(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. This General Release also includes , that I have not given or sold any portion of any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithreleased herein to anyone else, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any that I will indemnify and hold harmless the Releasees from all reliefliabilities, without regard to its form or characterization. Included in this General Release are any and all claims for 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 future damages allegedly arising from a period ending at the alleged continuation end of the effects seventh calendar day following my execution of any past actionthis Release (“Revocation Period”), omission or eventI shall have the right to revoke this Release by delivering a written notice of revocation to Xxxxxxx X. Xxxxxx, Orthofix Inc. Senior Vice President, General Counsel and Corporate Secretary, 0000 Xxxxx Xxxx, Xxxxxxxxxx, XX 00000 no later than the end of the seventh calendar day after I sign this Release. Notwithstanding I understand and agree that this Release will not be effective and enforceable until after the foregoingRevocation Period expires without revocation, and if I elect to exercise this revocation right, this release Release shall not release be voided in its entirety, and the Company from its shall be relieved of all obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its Release and all obligations regarding any rights of the Executive to indemnification under the terms of Agreement as provided therein. This Release shall be effective on the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive eighth calendar day after it is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(kexecuted by me (“Effective Date”) benefits. By signing this release, Employee represents that Employee provided it has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebybeen previously revoked as provided herein.
Appears in 1 contract
General Release. Employee hereby irrevocably and unconditionally releases, acquits, and forever discharges In consideration for the Company entering into this Agreement and Addendum and your eligibility for the Special Incentive Bonus, you shall and hereby do voluntarily, freely, fully and completely release, waive and assign to the Company any and all claims that you have ever asserted, or could have asserted, against the Company or any of its past or current shareholders, affiliates, and their officers, directors, partners, members, shareholders, representativesemployees, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned insurers or representatives (collectivelytogether, the “ReleaseesOther Released Parties”) from on or at any time before your execution of this Agreement; whether sounding in or based upon any contract, tort, statute, regulation or common law. For the sake of clarity, the released claims include, without limitation, any and all rightsclaims under or based, claimsin whole or in part, chargesupon all oral or written contracts, demandsall documents governing any Employer-promulgated plan, obligations, causes of action, all written or oral representations or promises, agreementsas well as all claims for compensation, controversiesbenefits, liensstock, damages equity, wrongful discharge, any legal restriction on the Company’s right to terminate employees, discrimination, accommodation, commissions, minimum wage, overtime pay, breach of contract, retaliation, torts (including, but not limited to, any and liabilities all claims of every kind based upon any past actionnegligence, omission negligent hiring, retention and/or supervision, intentional or eventnegligent invasion of privacy, whether known defamation, compelled defamation, intentional or unknownnegligent infliction of emotional harm, and whether libel, slander, invasion of privacy or not in litigation which Employee may have violations of public policy) or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of any rights arising under any federal, state, or local law, including, without limitation, Title VII of the Civil Rights Act of 1964, as amendedthe Civil Rights Restoration Act, 42 U.S.C. 2000e et seq.the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act, the Age Discrimination in Employment Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, as amended by the Older Workers’ Worker Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974Act, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Civil Rights Act of 1991, Section 1981 of U.S.C. Title 42, the Fair Credit Reporting Act, the National Labor Relations Act, the Uniform Services Employment and Re-Employment Reemployment Rights Act, the Rehabilitation Act of 1973Genetic Information Nondiscrimination Act, the Immigration Reform and Control Act, the Families First Coronavirus Response Act, the Coronavirus Aid, Relief and Economic Security Act, any local, state, or federal law arising from and/or enacted to address the COVID-19 virus, any claims arising under California, Texas, or other state laws, including but not limited to the California Worker Adjustment and Retraining Notification Act, the California Labor Code, California’s Business and Professions Code §§ 17200 et seq., and the New York State or City applicable California Industrial Welfare Commission Wage Orders, California Fair Employment and Housing Act, the California Family Rights Act, any claims arising under the Texas Labor Code that may be legally waived and released including the Texas Payday Act, the Texas Anti-Retaliation Act, the Texas Whistleblower Act, the Texas Commission on Human Rights LawsAct, each all of their amendments (as amendedapplicable), or any other federal, analogous state or and/or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithlaws, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all reliefclaims for monetary recovery, including past or future lost wages, mental anguish, pain and suffering, compensatory damages, punitive damages, liquidated damages, attorneys’ fees, expenses, costs, and interest. The released claims include claims that you know about and those that you may not know about up to and including the date of the execution of this Agreement. The released claims specifically include, without regard to its form or characterization. Included in this General Release are any and limitation, all claims for attorneys’ fees and costs incurred by you for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees reason arising out of or relating to any matters covered by this Agreement. The only claims not released are any claims that arise under this Agreement, and those which, as a matter of law, cannot be released by you under any circumstances. Notwithstanding the broad scope of the matters set forth general release of claims above, the released claims are 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 workers’ compensation and unemployment compensation benefits, violations of rules of the U.S. Securities and Exchange Commission, challenges to the validity of the release under the Age Discrimination in Employment Act, or unemployment insurance benefits. Nothing in this paragraph. Employee further represents that Employee will not be entitled Agreement is intended to prohibit or accept interfere with any personal recovery administrative proceeding, including any filing of a charge or participation in any action administrative investigation or proceeding by you; provided, however, that may be commenced you expressly release and waive any right to recovery of any type, including back pay, front pay, compensatory damages, liquidated or punitive damages, attorney’s fees, reinstatement, or any other benefit, in any administrative or court action, whether state or federal, and whether brought by you or on his behalf arising out of your behalf, related in any way to the matters released herebyherein. Nothing in this Agreement shall waive or release any rights or claims that you may have under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act.
Appears in 1 contract
General Release. Employee hereby irrevocably and unconditionally releases(a) On behalf of myself, acquitsmy heirs, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessorsexecutors, successors and assigns, I and family members unconditionally release, waive and forever discharge the Company, its members, divisions, subsidiaries, affiliates and related companies, including the Company Group (as defined below), or any member of the aforementioned Company Group, and their present and former agents, employees, officers, directors, attorneys, stockholders, plan fiduciaries, successors and assigns (collectively, the “Releasees”) ), from any and all rights, claims, charges, demands, obligationsactions, causes of action, promisescosts, agreements, controversies, liens, damages fees and liabilities of every kind based upon any past action, omission or eventall liability whatsoever, whether known or unknown, and whether fixed or not in litigation contingent, suspected or unsuspected (collectively, “Claims”), which Employee i had, have, or may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event against Releasees relating to Employee’s or arising out of my employment with by or separation from the Company and/or and its direct and indirect subsidiaries and parents, including, without limitation, Orthofix International N.V. (collectively, the cessation thereof through “Company Group”), up to and including the date Employee executes 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 General Release includes actions claiming violation 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 Title VII any jurisdiction that prohibit age, sex, 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 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act1866, the Age Discrimination in Employment Act, as amended by the Older Workers’ 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 of 1993Act, the Sxxxxxxx-Xxxxx Act, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Polygraph Protection Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Uniformed Services Employment and Re-Employment ActReemployment Rights Act of 1994, the Rehabilitation Act of 1973, and the New York State or City Human Uxxxx Civil Rights Laws, each as amendedAct, or any other federal, state or local lawlaws, regulationregulations and ordinances governing discrimination, ordinance 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); (iii) claims arising under the 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 sxx any of the Releasees with respect to any matters released hereby.
(b) This release does not include a release or waiver of any rights or claims 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 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 policydirectors and officers insurance coverage, if any, provided by the Company, the Company Group, or any member of the Company Group, or any right to indemnification or expense advancement under any indemnification agreement, understanding or promiseany applicable Company Group articles of incorporation, written bylaws or oralsimilar organizational document, formal if any, in each case, 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 informalworkers' compensation benefits, between Employee 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 the United States Equal Employment Opportunity Commission (the “EEOC”) 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 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.
(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. This General Release also includes , 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) / forty five (45)]1 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 wrongful discharge or a period ending at the end of the seventh calendar day following my execution of this Release (“Revocation Period”), I shall have the right to revoke this Release by delivering a written notice of revocation to Jxxxxxx X. Xxxxxx, Orthofix Inc. Senior Vice President, General Counsel and Corporate Secretary, 3000 Xxxxx Xxxx, Xxxxxxxxxx, XX 00000 no later than the end of the seventh calendar day after I sign this Release. I understand and agree that this Release will not be effective and enforceable until after the Revocation Period expires without revocation, and if I elect to exercise this revocation right, this Release shall be voided in its entirety, and the Company or any shall be relieved of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or Release and all obligations under the Employment Agreement; this release Agreement as provided therein. This Release shall not release be effective on the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive eighth calendar day after it is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(kexecuted by me (“Effective Date”) benefits. By signing this release, Employee represents that Employee provided it has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebybeen previously revoked as provided herein.
Appears in 1 contract
General Release. Employee a. In exchange for the good and valuable consideration provided by Orchid in this Agreement, the Executive hereby irrevocably and unconditionally releasesunconditionally, acquits, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each on behalf of the affiliatesExecutive and the Executive’s heirs, predecessorsexecutors, administrators, successors and assigns, and family members of the aforementioned assigns (collectively, the “ReleaseesReleasors”) ), forever releases and discharges Orchid, its subsidiaries, affiliates and Related Entities (as defined below), and all officers, directors, agents and employees of the foregoing (collectively, the “Released Group”), from all claims, grievances, liabilities, actions, damages, demands and lawsuits of any kind whatsoever (collectively, “Claims”), in law or at equity, which the Releasors had, now have or hereafter may have against the Released Group or any of them, and agrees that he has waived the Releasors’ right to assert any such Claim, arising out of facts or events occurring prior to Executive’s execution of this Agreement.
b. Without limiting the foregoing general waiver and release, the Executive specifically waives and releases the Released Group from any and all rights, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission Claim arising from or event, whether known or unknown, and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating related to Employeethe Executive’s employment relationship with the Company and/or or the cessation thereof termination thereof, including, without limitation: (a) claims under any state or federal discrimination fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the date Employee executes this Agreement. This General Release includes actions claiming violation of Title VII of the Civil Rights Act of 1964Separation Date), as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, including the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State Jersey Law Against Discrimination; (b) claims under any local, state or City Human Rights Lawsfederal securities law, each including, without limitation, the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and any other federalstate or local securities statutes and regulations; (c) claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Separation Date; (d) claims under any state or federal common law theory; and (e) any other Claim arising under local, state or local lawfederal statutory, regulation, ordinance regulatory or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. .
c. Notwithstanding the foregoing, this release shall section does not release Orchid from any obligation expressly set forth in this Agreement, does not act as a waiver or release of the Company Executive’s right, if any, to individual conversion privileges under any medical, dental, long term disability, life insurance, and other welfare program, does not act as a waiver or release of any claims that the Executive cannot by law waive or release, and does not prohibit the Executive from its obligations challenging the validity of this release under the federal Age Discrimination in Employment Act (“ADEA”), filing a charge or complaint of age discrimination with the federal Equal Employment Opportunity Commission (“EEOC”), or participating in any investigation or proceeding conducted by the EEOC. In addition, nothing in this release or this Agreement shall limit the Released Group’s right to seek immediate dismissal of such charge or complaint on the basis that the Executive’s signing of this Agreement constitutes a full release of any individual rights under the ADEA or other laws, or to seek recovery from the Executive, to the extent permitted by law, of the Consideration provided to the Executive under this Agreement in the event that the Executive successfully challenges the validity of this release and prevails on the merits of a claim under the ADEA or other laws.
d. For purposes of this Agreement, the term “Related Entities” will include any corporation, partnership or other entities within Orchid’s “single employer” group as defined under Section 414 of the Internal Revenue Code (the “Code”), Orchid’s controlled group under Section 1563 of the Code, any 50% joint venturer or any other applicable provisions of the Code, whether foreign or domestic entities.
e. Notwithstanding anything herein to the contrary, this Agreement shall not waive or release the Executive’s right to (a) indemnification pursuant to Section 11 of the Employment Agreement between Executive and the Company and (b) any gross up payments due pursuant to the Employment Agreement; this release shall not release the Company from its . The Company’s obligations regarding any rights of the Executive to indemnification under the terms of indemnify Executive, and to make “double gross up” payments as specifically set forth in the Employment Agreement, survive the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; execution of this Agreement and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyare incorporated herein by reference.
Appears in 1 contract
General Release. Employee a. Executive hereby irrevocably and unconditionally releasesagrees not to sue or file any action, acquitsclaim or lawsuit against thx Xompany, pursue, seek to recover or recover any alleged damages, seek to obtain or obtain any other form of relief or remedy with respect to, and to take any action to cause the dismissal or withdrawal of, any lawsuit, action, claim or charge against the Company.
b. Executive hereby waives all claims and releases and forever discharges discharges, the Company and its affiliatesCompany, and their each of its officers, directors, partnersstockholders and employees, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) from any and all rights, claims, charges, demands, obligationsactions, causes of actionaction or liabilities for compensatory damages or any other relief or remedy, promises, agreements, controversies, liens, damages and liabilities from and against any and all obligations of every any kind based upon any past action, omission or eventnature whatsoever, whether known or unknown, fixed or contingent, liquidated or unliquidated, and whether arising from tort, statute, or contract, including, but not in litigation which Employee may have limited to:
(i) any claims arising under or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating pursuant to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.the Civil Rights Act of 1991, the Civil Rights Act of 1866, as amended, the Americans with With Disabilities Act, the Rehabilitation Act, the Family and Medical Leave Act, the Occupational Safety & Health Act, the Executive Retirement Income Security Act of 1974, as amended, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection ActExecutive Orders 11246 and 11375, the Family Worker Adjustment and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974Retraining Notification Act, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any other state, federal, state city, county or local lawstatute, rule, regulation, ordinance or common order, any claim for future consideration for employment with the Company; and
(ii) any claims for attorneys' fees and costs and any employment rights or entitlement law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes ; and
(iii) any claims for wrongful discharge discharge, intentional infliction of emotional distress, defamation, libel or that the Company slander, payment of wages, outrageous behavior, breach of contract or any of the other Releasees has dealt with Employee unfairly or in bad faithduty allegedly owed to Executive, and any actions raising tortious claims or any claim other theory of express or implied contract of employment or any other cause of action or claims of violation of common lawrecovery. This General Release It is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation intention of the effects of any past action, omission or eventparties to make this release as broad and as general as the law permits. Notwithstanding the foregoing, this release shall Executive does not release WCI from any obligation to Executive under the Company Agreement, or from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights Executive may have solely in Executive's capacity as a holder of the Executive to indemnification under the terms securities of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyWCI.
Appears in 1 contract
Samples: Severance and Nonsolicitation Agreement (Wci Communities Inc)
General Release. Employee (a) In consideration of the payments and benefits set forth in Section 2 above, Executive for himself, his heirs, administrators, representatives, executors, successors and assigns (“Releasors”) does hereby irrevocably and unconditionally releasesrelease, acquits, acquit and forever discharges discharge the Company and each of its parents, subsidiaries, affiliates, and their divisions, successors, assigns, officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees former and each current employees, including without limitation all persons acting by, through, under or in concert with any of the affiliates, predecessors, successors and assigns, and family members of the aforementioned them (collectively, the “Releasees”) ), and each of them, from any and all rights, claims, charges, demands, obligationsactions, causes of action, promisescosts, agreementsattorney fees, controversies, liens, damages and liabilities of every kind based upon any past action, omission or eventall liability whatsoever, whether known or unknown, and whether fixed or not in litigation contingent, which Employee Executive has, had, or may ever have or which could be asserted by another on Employee’s behalf, based on any action, omission or event against the Releasees relating to Employeeor arising out of Executive’s employment or separation from employment with the Company and/or from the cessation thereof through beginning of time and up to and including the date Employee Executive executes this AgreementRelease (collectively “Claims”). This General Release includes actions claiming violation includes, without limitation, (i) law or equity claims; (ii) contract (express or implied) or tort claims; (iii) claims for wrongful discharge, retaliatory discharge, whistle blowing, libel, slander, defamation, unpaid compensation, intentional infliction of emotional distress, fraud, public policy, contract or tort, and implied covenant of good faith and fair dealing; (iv) claims arising under any federal, state, or local laws of any jurisdiction, including those that prohibit age, sex, race, national origin, color, disability, religion, veteran, military status, sexual orientation, or any other form of discrimination, harassment, or retaliation (including without limitation under the Age Discrimination in Employment Act of 1967 as amended by the Older Workers Benefit Protection Act, the National Labor Relations Act, Executive Order 11246, the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, Title VII of the Civil Rights Act of 19641964 as amended by the Civil Rights Act of 1991, as amendedSection 1981 of the Civil Rights Act of 1966, 42 U.S.C. 2000e et seq.the Equal Pay Act of 1962, the Americans with Disabilities ActAct of 1990, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection ActRehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Consolidated Omnibus Budget Reconciliation Act (COBRA), the Genetic Information Non-discrimination Act, the Xxxxxxxx-Xxxxx Act, the Employee Retirement Income Security Polygraph Protection Act, the Uniformed Services Employment and Reemployment Rights Act of 1974, the Fair Labor Standards Act1994, the Equal Pay Act, the Immigration and Reform Control Xxxxx Xxxxxxxxx Fair Pay Act, the Uniform Services Post-Civil War Civil Rights Act (42 U.S.C. §§1981-1988); (v) any claims arising under California law, including the California Fair Employment and Re-Employment ActHousing Act (FEHA), the Rehabilitation Act of 1973California Labor Code, and the New York State or City Human Rights Laws, each as amendedCalifornia Constitution, or any other foreign, federal, state or local lawlaw or judicial decision, regulation, ordinance (vi) claims arising under the Employee Retirement Income Security Act (excluding claims for amounts that are vested benefits or common law, or that Executive is otherwise entitled to receive under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and employee benefit plan of the Company or any of its affiliates in accordance with the Releaseesterms of such plan and applicable law), (vi) any other statutory or common law claims related to Executive’s employment with the Company or the separation of Executive’s employment with the Company. This General However, this Release also includes excludes, and Executive does not waive, release, or discharge: (A) any obligation of the Company under the Separation Agreement; (B) any right to file an administrative charge or complaint with, or testify, assist, or participate in an investigation, hearing, or proceeding conducted by, the Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing, or other similar federal or state administrative agencies, although Executive waives any right to monetary relief related to any filed charge or administrative complaint; (C) claims that cannot be waived by law, such as claims for wrongful discharge unemployment benefit rights and workers’ compensation; (D) indemnification rights Executive has against the Company under applicable corporate law, the by-laws or that certificate of incorporation of the Company or any of its affiliates, or as an insured under any director’s and officer’s liability insurance policy now or previously in force; (E) any right to file an unfair labor practice charge under the other Releasees has dealt with Employee unfairly or in bad faith, National Labor Relations Act; and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding (F) any rights of to vested benefits, such as pension or retirement benefits, the Executive rights to indemnification under which are governed by the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; applicable plan documents and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyaward agreements.
Appears in 1 contract
Samples: Separation Agreement (Vaxart, Inc.)
General Release. Employee hereby irrevocably In consideration of the benefits provided to Executive pursuant to Section 2 of this Agreement (including eligibility for pro-rata payment of the ______ short-term incentive award) and unconditionally releases, acquitsthe terms of the Severance Plan pursuant to which Executive is eligible for lifetime flight benefits upon retirement, and forever discharges the other valuable consideration, Executive hereby releases UAL and Company and its affiliates, each of their subsidiaries and affiliates and their respective stockholders, officers, directors, partners, members, shareholdersemployees, representatives, agents, attorneys, agents and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) attorneys from any and all rightsclaims or liabilities, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, of any kind, including, without limitation, any and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event all claims and liabilities relating to EmployeeExecutive’s employment with by, or services rendered to or for, the Company and/or Company, UAL, or any of their subsidiaries or affiliates, or relating to the cessation thereof through of such employment or under the date Employee executes this Agreement. This General Release includes actions claiming violation of Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), the Americans with Disabilities Act, the Family and Medical Leave Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.Section 1981, the Americans with Disabilities Illinois Human Rights Act, the Age Discrimination in Employment Illinois Wage Payment and Collection Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any other federalstatutory, state or local lawtort, regulation, ordinance contract or common lawlaw cause of action, other than claims or liabilities arising from a breach by UAL or Company of (i) its post-employment obligations under the Severance Plan, (ii) its obligations under its qualified retirements plans in which Executive participates (the “Qualified Plans”), under Executive’s outstanding grants of stock options or restricted stock, under Executive’s outstanding awards under the long term incentive programs of UAL and Company (the “Incentive Programs”), or under any policyother compensation plan or program of UAL or Company, agreementor (iii) its obligations under existing agreements governing Executive’s flight benefits relating to other airlines. UAL and Company hereby release Executive from any and all claims or liabilities, understanding known or promiseunknown, written of any kind in any way relating to or oralpertaining to Executive’s employment by, formal or informalservices rendered to or for, between Employee and the UAL, Company or any of the Releasees. This General Release also includes any their subsidiaries or affiliates, other than fraud or intentional malfeasance or claims for wrongful discharge or that the Company or any arising from a breach by Executive of the other Releasees has dealt with Employee unfairly Severance Plan or in bad faithof Executive’s obligations under the Qualified Plans, and any actions raising tortious claims under Executive’s outstanding grants of stock options or any claim of express or implied contract of employment or restricted stock, under Executive’s outstanding awards under the Incentive Programs, under any other cause compensation plan or program of action UAL or Company, or under existing agreements governing Executive’s flight benefits relating to other airlines. These releases are to be broadly construed in favor of the released persons. These releases do not apply to any rights or claims that may arise after the date of violation execution of common lawthis Agreement by Executive, Company and UAL. This General Release Each party agrees that this Agreement is for any not and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects shall not be construed as an admission of any past action, omission wrongdoing or eventliability on the part of any such party. Notwithstanding the foregoing, this release shall not release the Company from its post-employment obligations under this Agreement created by the Severance Plan, the Qualified Plans, Executive’s outstanding grants of stock options or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification restricted stock, Executive’s outstanding awards under the terms Incentive Programs, or outstanding awards under any other compensation plan or program of the Employment AgreementUAL or Company, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or existing agreements governing Executive’s flight benefits relating to any of the matters set forth in this paragraph. Employee further represents that Employee will other airlines, if any, are not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyreleased.
Appears in 1 contract
Samples: Retirement and Transition Agreement (United Airlines, Inc.)
General Release. Employee For a valuable consideration, the receipt and adequacy of which are hereby irrevocably and unconditionally releasesacknowledged, acquits(“Employee”), does hereby release and forever discharges discharge Chindex International, Inc. (the Company “Company”), its subsidiaries and its affiliates, and all of their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, respective successors and assigns, past and family members of the aforementioned present directors, officers, partners, employees, and agents (collectivelyeach, the a “ReleaseesReleasee”) ), both individually and in their official capacities, from any and all rights, claims, chargescauses of action (in law or in equity), suits, liabilities, demands, obligationsdamages, causes losses, costs or expenses (including attorneys’ fees), of actionany nature whatsoever, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether fixed or not in litigation contingent (hereinafter called “Claims”), which Employee ever had, now has or may hereafter have against any of the Releasees by reason of any and all acts, omissions, events or which could be asserted by another facts occurring or existing on Employee’s behalfor prior to the date hereof, based on any action, omission or event relating to Employee’s in connection with his employment with the Company and/or or the cessation thereof through termination thereof. The Claims released hereunder include, without limitation, any alleged breach of any employment agreement between the date Employee executes this Agreement. This General Release includes actions claiming Company and Employee; any alleged breach of any covenant of good faith and fair dealing, express or implied; any alleged torts or other legal restrictions on the Company’s right to terminate Employee’s employment; and any alleged violation of any federal, state or local statute or ordinance including without limitation, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act(“ADEA”), the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Employee Retirement Income Security Act of 1973, and any applicable state employment laws. Excluded from the New York State or City Human Rights Lawsscope of this Release, each as amendedhowever, or are (i) any other federal, state or local law, regulation, ordinance or common law, or right Employee has to indemnification under any policy, agreement, understanding agreement with or promise, written or oral, formal or informal, between Employee and governing documents of the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithits affiliates, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding (ii) any rights of Employee arising under his Employment Agreement with the Executive to indemnification Company dated September 29, 2008 (or under the terms any employee benefit plan of the Employment Agreement, Company) after the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and effective date of this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyRelease.
Appears in 1 contract
General Release. (a) Employee hereby irrevocably knowingly and unconditionally releases, acquits, voluntarily releases and forever discharges the Company and its affiliatesEmployer Releasees, collectively, separately, and their officersseverally, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) from any and all rightsfederal, state or local claims, charges, demands, obligations, causes of action, promisesliabilities, agreementsobligations, controversieslosses, lienscosts, expenses, penalties, fines, damages and liabilities judgments of every kind based upon any past actiontype and description whatsoever (including, omission or eventbut not limited to, whether known or unknown, and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of Title VII of claims arising under the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment ActRehabilitation Act of 1973, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993amended, the Employee Retirement Income Security Act of 1974, as amended, the Fair Labor Standards ActAct of 1938, as amended, the Equal Pay Act of 1963, as amended, the Americans with Disabilities Act, the Immigration Family and Reform Control Medical Leave Act, the Uniform Services Employment Occupational Safety and Re-Employment Health Act, the Rehabilitation Act of 1973Fair Credit Reporting Act, and the New York State or City Human Rights LawsSxxxxxxx-Xxxxx Act of 2002, each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are well as any and all claims for attorneys’ fees and breach of contract, wrongful discharge, libel, slander, invasion of privacy, whistleblower violations, retaliation, discrimination or tortious conduct) that Employee Releasees may currently have against Employer Releasees for future compensatory or punitive damages allegedly arising from the alleged continuation of the effects or other legal or equitable relief of any past type or description. The claims, causes-of-action, omission or event. Notwithstanding the foregoingsecurity interests, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefitsliabilities, and vested 401(kjudgments released in this Paragraph 3(a) benefits. By signing this releaseabove shall be referred to collectively herein as the “Released Claims.”
(b) Employee hereby covenants and agrees that he will forever refrain and forebear from commencing, Employee represents that Employee has not commenced instituting, or joined in prosecuting any claimlawsuit, chargeaction, action grievance or other proceeding whatsoever against the Company or any of the Releasees Employer Releasees, individually or collectively, based on, arising out of of, or relating to connected with any of the matters set forth Released Claims.
(c) Employee understands and agrees that this Agreement shall be binding upon him in this paragraph. Employee further represents that Employee will not be entitled to or accept any his individual capacity as well as upon his heirs, administrators, executors, personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyrepresentatives, beneficiaries, and assigns.
Appears in 1 contract
Samples: Settlement Agreement (Golfsmith International Holdings Inc)
General Release. Employee hereby irrevocably a. In exchange for the consideration provided in this Agreement, you and unconditionally releasesyour heirs, acquits, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholdersexecutors, representatives, administrators, agents, attorneysinsurers, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned assigns (collectively, the “ReleaseesReleasors”) irrevocably and unconditionally fully and forever waive, release, and discharge the Employer Group, including each member of the Employer Group’s parents, subsidiaries, affiliates, predecessors, successors, and assigns, and all of their respective officers, directors, employees and shareholders, in their corporate and individual capacities (collectively, the “Released Parties”), from any and all rights, claims, charges, demands, obligationsactions, causes of actionactions, promisesobligations, agreementsjudgments, controversiesrights, liensfees, damages damages, debts, obligations, liabilities, and liabilities expenses (inclusive of every attorneys’ fees) of any kind based upon any past action, omission or eventwhatsoever, whether known or unknown, and whether from the beginning of time through the date you sign this Agreement (collectively, “Claims”), including, without limitation, any claims under any federal, state, local, or not foreign law, that Releasors may have, have ever had, or may in litigation which Employee may the future have arising out of, or which could be asserted by another on Employee’s behalfin any way related to your hire, based on any actionbenefits, omission employment, termination, or event relating to Employee’s separation from employment with the Company and/or Employer Group and any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter, including, but not limited to:
(i) any and all claims under the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Actamended, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974(with respect to existing but not prospective claims), the Fair Labor Standards Act, the Equal Pay Act, the Immigration Employee Retirement Income Security Act (with respect to unvested benefits), the Civil Rights Act of 1991, Section 1981 of U.S.C. Title 42, the Worker Adjustment and Reform Control Retraining Notification Act, the Uniform Services Employment and Re-Employment National Labor Relations Act, the Rehabilitation Industrial Welfare Act, Occupational Safety and Health Act of 1973(OSHA), and the New York State or Human Rights Law, the New York City Human Rights LawsLaw, each as amendedthe New York Labor Law, or including any amendments and their respective implementing regulations, and any other federal, state or local lawstate, regulation, ordinance or common lawlocal, or under any policyforeign law (statutory, agreementregulatory, understanding or promise, written or oral, formal or informal, between Employee otherwise) that may be legally waived and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are released;
(ii) any and all claims for compensation of any type whatsoever, including but not limited to claims for salary, wages, bonuses, commissions, incentive compensation, vacation, and severance that may be legally waived and released;
(iii) any and all claims arising under tort, contract, and quasi-contract law, including but not limited to claims of breach of an express or implied contract, tortious interference with contract or prospective business advantage, breach of the covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm, fraud, defamation, slander, libel, false imprisonment, and negligent or intentional infliction of emotional distress; and
(iv) any and all claims for monetary or equitable relief, including but not limited to attorneys’ fees, back pay, front pay, reinstatement, experts’ fees, medical fees or expenses, costs, and disbursements.
b. In further consideration of the payments and benefits provided to you in this Agreement, the Releasors hereby irrevocably and unconditionally fully and forever waive, release, and discharge the Released Parties from any and all Claims, whether known or unknown, from the beginning of time through the date you sign this Agreement arising under the Age Discrimination in Employment Act (ADEA).
c. This Agreement shall be effective as a bar to each and every Claim you might otherwise have asserted against any of the Released Parties on or before the date of this Agreement. In the event you hereafter discover facts in addition to or different from those which you now know or believe to exist with respect to the subject matter of this Agreement and which, if known or suspected at the time of executing this Agreement, may have materially affected this Agreement, you expressly waive any right to assert after the execution of this Agreement that any such Claim has, through ignorance or oversight, been omitted from the scope of this Agreement.
d. If, notwithstanding the express terms of this Agreement to the contrary, you commence, continue, join in, or in any other manner attempt to assert any claim released herein against any Released Party, then, to the fullest extent permitted by law, you shall reimburse the Employer for all reasonable attorneys’ fees incurred by the applicable Released Parties in defending against such a claim, and for future damages allegedly arising from the alleged continuation Employer shall have a right to the return of the effects Severance Payment and 75% of any past actionthe COBRA Payments, omission or event. Notwithstanding together with interest thereon; provided that the foregoing, this release shall right of return of consideration is without prejudice to the Released Parties’ other rights hereunder.
e. You are not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding waiving any rights you may have to: (i) your own vested accrued employee benefits under the Employer Group’s health, welfare, or retirement benefit plans as of the Executive Separation Date; (ii) benefits and/or the right to indemnification seek benefits under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, applicable workers’ compensation benefits, and/or unemployment benefits, and vested 401(kcompensation statutes; (iii) benefits. By pursue claims which by law cannot be waived by signing this releaseAgreement; and/or (iv) enforce this Agreement. Furthermore, Employee represents that Employee has not commenced nothing in this Agreement shall be deemed to prohibit you from participating or joined cooperating with the Equal Employment Opportunity Commission or other governmental or law enforcement agency in any claiminvestigation, charge, administrative proceeding or action involving the Employer conducted or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebybrought by such agency.
Appears in 1 contract
Samples: Confidential Separation Agreement and General Release (theMaven, Inc.)
General Release. Employee In consideration of the Severance Agreement proposed to me by Chesapeake Energy Corporation as reflected in a letter of [EFFECTIVE DATE OF TERM] (the “Severance Agreement”) and the payments and benefits I will receive under the Severance Agreement, I hereby irrevocably release and unconditionally releases, acquits, and forever discharges the Company discharge Chesapeake Energy Corporation and its predecessors, successors, affiliates, subsidiaries and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees partners and each of the affiliatesthose entities’ employees, predecessorsofficers, successors directors and assigns, and family members of the aforementioned agents (collectively, hereafter collectively referred to as the “ReleaseesCompany”) from any and all rights, claims, chargesliabilities, demands, obligations, and causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether fixed or not in litigation contingent, which Employee I may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating claim to Employee’s have against the Company either as a result of my past employment with the Company and/or the cessation thereof through the date Employee executes this Agreementseverance of that relationship and/or otherwise, and hereby waive any and all rights I may have with respect to any such claims. This General Release includes actions claiming violation of includes, but is not limited to, claims arising under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.the Civil Rights Act of 1866, the Americans with Disabilities Act, the Age Pregnancy Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act1978, the Equal Pay Act, the Immigration and Reform Control ActCivil Rights Act of 1991, the Uniform Services Employment and Re-Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Americans With Disabilities Act, the Employee Retirement Income Security Act of 1974 and the New York State or City Human Uniformed Services Employment and Reemployment Rights LawsAct (all as amended from time to time). This General Release also includes, each as amendedbut is not limited to, or any rights I may have under the Older Workers Benefit Protection Act of 1990, the Worker Adjustment and Retraining Notification Act of 1988, the Fair Labor Standards Act, the Family and Medical Leave Act, the Occupational Health and Safety Act and any other federal, state and/or municipal statutes, orders or local lawregulations pertaining to labor, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releaseesemployment and/or employee benefits. This General Release also includes applies to any claims for wrongful discharge or that rights I may have based on any legal or equitable restrictions on the Company or Company’s rights not to continue an employment relationship with its employees, including any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment contracts, and to any claims I may have against the Company for fraudulent inducement or misrepresentation, defamation, wrongful termination or other retaliation claims in connection with workers’ compensation or alleged “whistleblower” status or on any other cause of action basis whatsoever. It is specifically agreed, however, that this General Release does not have any effect on any rights or claims of violation of common lawI may have against the Company which arise after the date I execute this General Release. This General Release is for also does not have any and all reliefeffect on any claims that cannot be released as a matter of law, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation vested rights I may have under any of the effects Company's benefit plans or arrangements or equity or equity-based awards as of any past actionor after my last day of employment with the Company, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive or claims I may have to indemnification under the Company’s bylaws, Directors’ and Officers’ insurance policy, any contract or any applicable State laws pertaining to indemnification of employees or officers following termination of employment. Finally, this General Release does not have any effect on any of the Company’s obligations under the Severance Agreement or any provisions of my Employment Agreement (as defined in the Severance Agreement) that, pursuant to the express terms of the Employment Severance Agreement, are intended to survive the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any execution of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebySeverance Agreement.
Appears in 1 contract
General Release. For and in consideration of the grant of the Option hereunder, Employee hereby irrevocably and unconditionally releases, acquits, and forever discharges the Company GreenSky and its all affiliates, parents, subsidiaries, partners, joint ventures, owners, and shareholders, and all of their officers, directors, partners, members, shareholdersemployees, representatives, and agents, attorneys, and employees and each of the affiliates, predecessors, all successors and assignsassigns thereof (each a “Released Party”), and family members of the aforementioned (collectively, the “Releasees”) from any and all rights, claims, charges, complaints, demands, liabilities, obligations, causes of action, promises, agreements, controversies, liensdamages, damages and liabilities actions, causes of every kind based upon any past action, omission or eventsuits, whether rights, entitlements, costs, losses, debts, and expenses (including attorneys’ fees and legal expenses), of any nature whatsoever, known or unknown, and whether or not in litigation which Employee now has, had, or may hereafter claim to have had against GreenSky or which could be asserted by another on Employee’s behalfany other Released Party, based on of any actionkind or nature whatsoever, omission arising from any act, omission, transaction, matter, or event which has occurred or is alleged to have occurred up to the date Employee executes this Option Agreement. The claims knowingly and voluntarily released herein include, but are not limited to, all (i) claims relating in any way to Employee’s employment with GreenSky, whether such claims are now known or are later discovered, including claims under the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.§ 1981, the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act, the Fair Labor Standards Act of 1993or other federal or state wage and hour laws, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act(ii) claims for breach of contract or infliction of emotional distress, the Immigration and Reform Control Act(iii) claims under any other federal or state law pertaining to employment or employment benefits, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973(iv) claims relating to any rights to acquire Class A Units or other Membership Interests in GreenSky or options to acquire same, and the New York State or City Human Rights Laws, each as amended, or (v) any other federalclaims of any kind based on any contract, state or local lawtort, ordinance, regulation, ordinance or common lawstatute, or under any policyconstitution; provided, agreementhowever, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes that nothing in this Option Agreement shall be interpreted to release any claims which Employee may have for wrongful discharge or workers compensation benefits. Employee acknowledges that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, this Option Agreement may be pled as a complete defense and any actions raising tortious claims or shall constitute a full and final bar to any claim of express based on any such act, omission, transaction, matter, or implied contract of employment event which has occurred or any other cause of action or claims of violation of common lawis alleged to have occurred up to the date Employee executes this Option Agreement. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents acknowledges that Employee has read and understands this Option Agreement, that Employee has been provided a period of twenty-one (21) calendar days to consider its terms, and that Employee has been advised in writing to discuss its terms with an attorney or other advisor before executing it. This Option Agreement will not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraphbecome effective and enforceable until seven (7) days after Employee executes it. Employee further represents understands that Employee may revoke this Option Agreement within seven (7) calendar days after having signed it by delivering written notice of revocation to General Counsel, GreenSky, LLC, 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx, XX 00000. If the end of such revocation period falls on a Saturday, Sunday or legal holiday in the State of Georgia, the revocation period shall be extended until the next day that is not a Saturday, Sunday or legal holiday in the State of Georgia. Notwithstanding anything contained herein to the contrary, Employee understands and agrees that, if Employee fails to sign this Option Agreement on or before the expiration of twenty-one (21) days after the day Employee received it, or if Employee revokes the Option Agreement before the expiration of the revocation period, this Option Agreement shall be canceled and void, and neither party shall have any rights or obligations arising under it, and Employee will not be entitled to receive any payments or accept benefits under this Option Agreement not otherwise payable absent this Option Agreement. Notwithstanding any personal recovery in any action or proceeding other provision of this Option Agreement, the Option shall not be deemed exercised until the expiration of thirty (30) days after the date hereof. Any deemed exercise that may would otherwise occur during such thirty (30) days shall be commenced deemed to have occurred on his behalf arising out the thirty- first (31st) day after the date hereof. The parties are signing this Option Agreement as of the matters released herebydate stated above. By: Name: Title: Name: THIS AMENDMENT OF CLASS A UNIT OPTION AGREEMENT (this Amendment”) is entered into as of October 1, 2015, by and between GREENSKY TRADE CREDIT, LLC, a Georgia limited liability company (“GreenSky”) and ____________________ (“Employee”). Capitalized terms used herein but not defined shall have the same meanings ascribed to such terms in the Amended and Restated Operating Agreement of GreenSky Trade Credit, LLC dated as of October 31, 2014, as amended, restated, supplemented or otherwise modified from time to time (the “Operating Agreement”).
Appears in 1 contract
General Release. Employee hereby irrevocably and unconditionally releases(a) On behalf of myself, acquitsmy heirs, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessorsexecutors, successors and assigns, I irrevocably and family members unconditionally release, waive and forever discharge the Company, its members, divisions, subsidiaries, affiliates and related companies, including the Company Group (as defined below), or any member of the aforementioned Company Group, and their present and former agents, employees, officers, directors, attorneys, stockholders, plan fiduciaries, successors and assigns (collectively, the “Releasees”) ), from any and all rights, claims, charges, demands, obligationsactions, causes of action, promisescosts, agreements, controversies, liens, damages fees and liabilities of every kind based upon any past action, omission or eventall liability whatsoever, whether known or unknown, and whether fixed or not in litigation contingent, suspected or unsuspected (collectively, “Claims”), which Employee I had, have, or may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event against Releasees relating to Employee’s or arising out of my employment with by or separation from the Company and/or and its direct and indirect subsidiaries and parents, including, without limitation, Orthofix International N.V. (collectively, the cessation thereof through “Company Group”), up to and including the date Employee executes 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 General Release includes actions claiming violation 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 Title VII any jurisdiction that prohibit age, sex, 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 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act1866, the Age Discrimination in Employment Act, as amended by the Older Workers’ 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 of 1993Act, the Xxxxxxxx-Xxxxx Act, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Polygraph Protection Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Uniformed Services Employment and Re-Employment ActReemployment Rights Act of 1994, the Rehabilitation Act of 1973, and the New York State or City Human Xxxxx Civil Rights Laws, each as amendedAct, or any other federal, state or local lawlaws, regulationregulations and ordinances governing discrimination, ordinance 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); (iii) claims arising under the 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 xxx any of the Releasees with respect to any matters released hereby.
(b) This release does not include a release or waiver of any rights or claims 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 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 policydirectors and officers insurance coverage, if any, provided by the Company, the 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, understanding and nothing in this Release is intended to waive, any claims relating to the validity or promiseenforceability of this Release; or any non-waivable right to file a charge with the United States Equal Employment Opportunity Commission (the “EEOC”) or the National Labor Relations Board (“NLRB”); provided, written however, that I shall not be entitled to recover any monetary damages or oralto non-monetary relief if the EEOC or NLRB were to pursue any claims relating to my employment with the Company. EXCEPT AS OUTLINED ABOVE, formal THIS MEANS THAT, 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.
(c) I acknowledge that different or informaladditional facts may be discovered in addition to what I now know or believe to be true with respect to the matters herein released, between Employee 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. This General Release also includes , that I have not given or sold any portion of any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithreleased herein to anyone else, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any that I will indemnify and hold harmless the Releasees from all reliefliabilities, without regard to its form or characterization. Included in this General Release are any and all claims for 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 future damages allegedly arising from a period ending at the alleged continuation end of the effects seventh calendar day following my execution of any past actionthis Release (“Revocation Period”), omission or eventI shall have the right to revoke this Release by delivering a written notice of revocation to Xxxxxx X. Xxxxxx, Orthofix Inc., Executive Vice President and Chief Operating Officer, 0000 Xxxxx Xxxx, Xxxxxxxxxx, XX 00000 no later than the end of the seventh calendar day after I sign this Release. Notwithstanding I understand and agree that this Release will not be effective and enforceable until after the foregoingRevocation Period expires without revocation, and if I elect to exercise this revocation right, this release Release shall not release be voided in its entirety, and the Company from its shall be relieved of all obligations under this Agreement or Release and all obligations under the Employment Agreement; this release Agreement as provided therein. This Release shall not release be effective on the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive eighth calendar day after it is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(kexecuted by me (“Effective Date”) benefits. By signing this release, Employee represents that Employee provided it has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebybeen previously revoked as provided herein.
Appears in 1 contract
General Release. Employee hereby irrevocably In consideration of the benefits provided by the Company, you personally and unconditionally releasesfor your heirs, acquitsexecutors, administrators, successors and assigns, fully, finally and forever discharges release and discharge the Company and its parents, subsidiaries, and affiliates, and as well as their respective successors, assigns, officers, owners, directors, partners, members, shareholdersagents, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “ReleaseesReleased Parties”) ), of and from any and all rights, claims, charges, demands, obligationsactions, causes of action, promisessuits, agreementsdamages, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknownlosses, and whether expenses, of any and every nature whatsoever, as a result of actions or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof omissions occurring through the date Employee executes signs this Agreement. This General Release includes actions claiming violation of Specifically included in this waiver and release are, among other things, any and all claims under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Pennsylvania Human Relations Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any other federal, state or local lawstatute, rule, ordinance, or regulation, ordinance or as well as any claims under common lawlaw for tort, contract, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that (the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law“Released Claims”). This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this The above release does not waive, release waive claims (i) for unemployment or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits(ii) for vested rights under ERISA-covered employee benefit plans as applicable on the date Employee signs this Agreement, (iii) as a whistleblower under the Xxxxxxxx-Xxxxx Act or Xxxx-Xxxxx Xxxx Street Reform and vested 401(kConsumer Protection Act, (iv) benefitsto interpret or enforce this Agreement, (v) that may arise after Employee signs this Agreement and (iv) which cannot be released by private agreement. By Nothing in this release generally prevents you from filing a charge or complaint with or from participating in an investigation or proceeding conducted by the EEOC, NLRB or any other federal, state or local agency charged with the enforcement of any employment laws, although by signing this releaserelease you waive the right to individual relief based on claims asserted in such a charge or complaint, Employee represents that Employee has except with the NLRB or anywhere else such a waiver is prohibited. Further, you are not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating releasing your rights to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled vested equity and/or your rights to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyindemnification and defense.
Appears in 1 contract
Samples: Employment Agreement (Rite Aid Corp)
General Release. a. In exchange for the good and valuable consideration provided by Orchid in this Agreement, the Employee hereby irrevocably and unconditionally releasesunconditionally, acquits, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each on behalf of the affiliatesEmployee and the Employee’s heirs, predecessorsexecutors, administrators, successors and assigns, and family members of the aforementioned assigns (collectively, the “ReleaseesReleasors”) ), forever releases and discharges Orchid, its subsidiaries, affiliates and Related Entities (as defined below), and all officers, directors, agents and employees of the foregoing (collectively, the “Released Group”), from all claims, grievances, liabilities, actions, damages, demands and lawsuits of any kind whatsoever (collectively, “Claims”), in law or at equity, which the Releasors had, now have or hereafter may have against the Released Group or any of them, and agrees that he has waived the Releasors’ right to assert any such Claim.
b. Without limiting the foregoing general waiver and release, the Employee specifically waives and releases the Released Group from any and all rights, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission Claim arising from or event, whether known or unknown, and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating related to the Employee’s employment relationship with the Company and/or or the cessation thereof termination thereof, including, without limitation: (a) claims under any state or federal discrimination fair employment practices or other employment related statute, regulation or executive order (as they may have been amended through the date Employee executes this Agreement. This General Release includes actions claiming violation of Title VII of the Civil Rights Act of 1964Separation Date), as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, including the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State Jersey Law Against Discrimination; (b) claims under any local, state or City Human Rights Lawsfederal securities law, each including, without limitation, the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and any other federalstate or local securities statutes and regulations; (c) claims under any other state or federal employment related statute, regulation or executive order (as they may have been amended through the Separation Date; (d) claims under any state or federal common law theory; and (e) any other Claim arising under local, state or local lawfederal statutory, regulation, ordinance regulatory or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. .
c. Notwithstanding the foregoing, this release shall section does not release the Company Orchid from its obligations under any obligation expressly set forth in this Agreement Agreement, does not act as a waiver or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive Employee’s right, if any, to individual conversion privileges under any medical, dental, long term disability, life insurance, and other welfare program or to indemnification under pursuant to the terms of the Employment Agreement, the Company’s by-laws, charter does not act as a waiver or release of any claims that the Employee cannot by law waive or release, and does not prohibit the Employee from challenging the validity of this release under the federal Age Discrimination in Employment Act (“ADEA”), filing a charge or complaint of age discrimination with the federal Equal Employment Opportunity Commission (“EEOC”), or participating in any investigation or proceeding conducted by the EEOC. In addition, nothing in this release or this Agreement shall limit the Released Group’s right to seek immediate dismissal of such charge or complaint on the basis that the Employee’s signing of this Agreement constitutes a full release of any individual rights under the ADEA or other laws, or to seek recovery from the Employee, to the extent permitted by law, of the Consideration provided to the Employee under this Agreement in the event that the Employee successfully challenges the validity of this release and prevails on the merits of a claim under the ADEA or other laws.
d. For purposes of this Agreement, the term “Related Entities” will include any corporation, partnership or other entities within Orchid’s “single employer” group as defined under Section 414 of the Internal Revenue Code (the “Code”), Orchid’s controlled group under Section 1563 of the Code, any 50% joint venturer or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any other applicable provisions of the Releasees arising out of Code, whether foreign or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebydomestic entities.
Appears in 1 contract
General Release. Employee hereby irrevocably and unconditionally releases(a) On behalf of myself, acquitsmy heirs, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessorsexecutors, successors and assigns, I irrevocably and family members unconditionally release, waive and forever discharge the Company, its members, divisions, subsidiaries, affiliates and related companies, including the Company Group (as defined below), or any member of the aforementioned Company Group, and their present and former agents, employees, officers, directors, attorneys, stockholders, plan fiduciaries, successors and assigns (collectively, the “Releasees”) ), from any and all rights, claims, charges, demands, obligationsactions, causes of action, promisescosts, agreements, controversies, liens, damages fees and liabilities of every kind based upon any past action, omission or eventall liability whatsoever, whether known or unknown, and whether fixed or not in litigation contingent, suspected or unsuspected (collectively, “Claims”), which Employee I had, have, or may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event against Releasees relating to Employee’s or arising out of my employment with by or separation from the Company and/or and its direct and indirect subsidiaries and parents, including, without limitation, Orthofix International N.V. (collectively, the cessation thereof through “Company Group”), up to and including the date Employee executes 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 General Release includes actions claiming violation 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 Title VII any jurisdiction that prohibit age, sex, 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 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act1866, the Age Discrimination in Employment Act, as amended by the Older Workers’ 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 of 1993Act, the Xxxxxxxx-Xxxxx Act, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Polygraph Protection Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Uniformed Services Employment and Re-Employment ActReemployment Rights Act of 1994, the Rehabilitation Act of 1973, and the New York State or City Human Xxxxx Civil Rights Laws, each as amendedAct, or any other federal, state or local lawlaws, regulationregulations and ordinances governing discrimination, ordinance 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); (iii) claims arising under the 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 xxx any of the Releasees with respect to any matters released hereby.
(b) This release does not include a release or waiver of any rights or claims 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 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 policydirectors and officers insurance coverage, if any, provided by the Company, the 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, understanding and nothing in this Release is intended to waive, any claims relating to the validity or promiseenforceability of this Release; or any non-waivable right to file a charge with the United States Equal Employment Opportunity Commission (the “EEOC”) or the National Labor Relations Board (“NLRB”); provided, written however, that I shall not be entitled to recover any monetary damages or oralto non-monetary relief if the EEOC or NLRB were to pursue any claims relating to my employment with the Company. EXCEPT AS OUTLINED ABOVE, formal THIS MEANS THAT, 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.
(c) I acknowledge that different or informaladditional facts may be discovered in addition to what I now know or believe to be true with respect to the matters herein released, between Employee 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. This General Release also includes , that I have not given or sold any portion of any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithreleased herein to anyone else, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any that I will indemnify and hold harmless the Releasees from all reliefliabilities, without regard to its form or characterization. Included in this General Release are any and all claims for 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 future damages allegedly arising from a period ending at the alleged continuation end of the effects seventh calendar day following my execution of any past actionthis Release (“Revocation Period”), omission or eventI shall have the right to revoke this Release by delivering a written notice of revocation to Xxxxxx X. Xxxxxx, Orthofix Inc., Executive Vice President and Chief Executive Officer, 0000 Xxxxx Xxxx, Xxxxxxxxxx, XX 00000 no later than the end of the seventh calendar day after I sign this Release. Notwithstanding I understand and agree that this Release will not be effective and enforceable until after the foregoingRevocation Period expires without revocation, and if I elect to exercise this revocation right, this release Release shall not release be voided in its entirety, and the Company from its shall be relieved of all obligations under this Agreement or Release and all obligations under the Employment Agreement; this release Agreement as provided therein. This Release shall not release be effective on the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive eighth calendar day after it is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(kexecuted by me (“Effective Date”) benefits. By signing this release, Employee represents that Employee provided it has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebybeen previously revoked as provided herein.
Appears in 1 contract
General Release. Employee If the Executive is entitled to severance benefits pursuant to this Agreement, the Executive hereby agrees that all of his rights under section 1542 of the Civil Code of the State of California are hereby waived. Section 1542 provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Notwithstanding the provisions of section 1542, if the Executive is entitled to severance benefits pursuant to this Agreement, the Executive hereby irrevocably and unconditionally releases, acquits, releases and forever discharges the Company and all of its affiliatesofficers, and their officersagents, directors, partnerssupervisors, membersemployees, shareholders, representatives, agents, attorneys, representatives and employees and each of the affiliates, predecessors, their successors and assignsassigns and all persons acting by, and family members through, under or in concert with any of the aforementioned (collectively, the “Releasees”) them from any and all rightscharges, complaints, grievances, claims, chargesactions, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every any kind based upon (including attorneys' fees, interest, expenses and costs actually incurred) of any past actionnature whatsoever, omission or event, whether known or unknown, and whether suspected or not in litigation unsuspected (hereinafter referred to as "Claims"), which Employee the Executive has or may have or which could be asserted in the future, arising out of the Executive's employment with the Company. All such Claims are forever barred by another on Employee’s behalf, this Agreement and without regard to whether these Claims are based on any actionalleged breach of duty arising in contract or tort, omission any alleged employment discrimination or event relating to Employee’s employment with other unlawful discriminatory act, or any claim or cause of action regardless of the Company and/or forum in which it may be brought, including without limitation, claims under the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of National Labor Relations Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities ActCivil Rights Act of 1991, the Age Discrimination in Employment ActAct of 1964, as amended by amended, the Older Workers’ Benefit Protection Americans With Disability Act, the California Family Rights Act of 1991, the Federal Family and Medical Leave Act of 1993, the Employee Retirement Income Security Vietnam Era Veterans Readjustment Assistance Act of 1974, the California Fair Labor Standards Employment and Housing Act, the Equal Pay ActCalifornia Labor Code section 132a, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act any allegation of 1973, and the New York State or City Human Rights Laws, each as amended, or any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, termination and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any Article 1, section 8 of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out Constitution of the matters released herebyState of California.
Appears in 1 contract
General Release. Employee hereby irrevocably In consideration of the benefits provided by the Company, you personally and unconditionally releasesfor your heirs, acquitsexecutors, administrators, successors and assigns, fully, finally and forever discharges release and discharge the Company and its parents, subsidiaries, and affiliates, and as well as their respective successors, assigns, officers, owners, directors, partners, members, shareholdersagents, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “ReleaseesReleased Parties”) ), of and from any and all rights, claims, charges, demands, obligationsactions, causes of action, promisessuits, agreementsdamages, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknownlosses, and whether expenses, of any and every nature whatsoever, (a) as a result of actions or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof omissions occurring through the date Employee executes signs this AgreementAgreement or (b) arising at any time under or relating to any agreements between you and any Releasee existing as of the Separation Date. This General Release includes actions claiming violation of Specifically included in this waiver and release are, among other things, any and all claims under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Pennsylvania Human Relations Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any other federal, state or local lawstatute, rule, ordinance, or regulation, ordinance or as well as any claims under common lawlaw for tort, contract, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that (the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law“Released Claims”). This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this The above release does not waive, release waive claims (i) for unemployment or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits(ii) for vested rights under ERISA-covered employee benefit plans as applicable on the date Employee signs this Agreement, (iii) to the extent prohibited by law, as a whistleblower under the Xxxxxxxx-Xxxxx Act or Xxxx-Xxxxx Xxxx Street Reform and vested 401(kConsumer Protection Act, (iv) benefitsto interpret or enforce this Agreement, (v) that may arise after Employee signs this Agreement and (iv) which cannot be released by private agreement. By Nothing in this release generally prevents you from filing a charge or complaint with or from participating in an investigation or proceeding conducted by the EEOC, NLRB or any other federal, state or local agency charged with the enforcement of any employment laws, although by signing this releaserelease you waive the right to individual relief based on claims asserted in such a charge or complaint, Employee represents that Employee has not commenced except with the NLRB or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraphanywhere else such a waiver is prohibited. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.
Appears in 1 contract
Samples: Employment Agreement (Rite Aid Corp)
General Release. Employee hereby irrevocably and unconditionally releasesIn exchange for the consideration set forth in the Separation letter dated April 29, acquits2016 (the “Separation Agreement”), and forever discharges the Company and its affiliatesI, and their officersXxxxxxx X. Xxxxxxx, directorsagree, partnersfor myself, membersmy spouse, shareholdersheirs, representativesexecutor or administrator, agentsassigns, insurers, attorneys, and employees other persons or entities acting or purporting to act on my behalf (the “Executive’s Parties”), to irrevocably and unconditionally release, acquit, and forever discharge Arbutus Biopharma, Inc. (the “Company”), Arbutus Biopharma Corporation (the “Parent”) and each of the their affiliates, subsidiaries, directors, officers, employees, shareholders, partners, agents, representatives, predecessors, successors and successors, assigns, insurers, attorneys, benefit plans sponsored by the Company or the Parent, and family members of the aforementioned said plans’ fiduciaries, agents and trustees (collectively, the “ReleaseesCompany’s Parties”) ), from any and all rights, claims, charges, demands, obligationsactions, causes of action, promisessuits, agreementsclaims, controversiesobligations, liensliabilities, damages debts, demands, contentions, damages, judgments, levies, and liabilities executions of every kind based upon any past action, omission or eventkind, whether in law or in equity, known or unknown, and whether which the Executive’s Parties have, have had, or not may in litigation which Employee may the future claim to have against the Company’s Parties by reason of, arising out of, related to, or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s resulting from my employment with the Company and/or or the cessation thereof through the date Employee executes this AgreementSeparation of that employment. This General Release release specifically includes actions claiming violation without limitation any claims arising in tort or contract, any claim based on wrongful discharge, any claim based on breach of contract, any claim arising under federal, state or local law prohibiting race, sex, age, religion, national origin, handicap, disability, or other forms of discrimination, any claim arising under federal, state, or local law concerning employment practices, and any claim relating to compensation or benefits. This specifically includes, without limitation, any claim that I have or have had under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by amended, the Older Workers’ Benefit Protection Americans with Disabilities Act, the Family as amended, and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended. It is understood and agreed that the waiver of benefits and claims contained in this section does not include a waiver of the right to payment of any vested, nonforfeitable benefits to which me or my beneficiary may be entitled under the terms and provisions of any other federal, state or local law, regulation, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and employee benefit plan of the Company or any the Parent which have accrued as of the Releasees. This General Release also includes any claims for wrongful discharge or that Separation Date (as defined in the Company or any Separation Agreement), and does not include a waiver of the other Releasees has dealt with Employee unfairly or in bad faith, right to benefits and any actions raising tortious claims or any claim payment of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard consideration to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification which I may be entitled under the terms of the Employment Separation Agreement, the by-laws, charter or any insurance policy under which the Executive is . I acknowledge that I am entitled to coverage; only the severance benefits and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents the Separation Agreement, and that Employee will not be entitled to all other claims for any other benefits or accept any personal recovery other compensation are hereby waived, except those expressly stated in any action or proceeding that may be commenced on his behalf arising out of the matters released herebypreceding sentence.
Appears in 1 contract
Samples: Separation of Executive Employment Agreement and Share Repurchase Agreement (Arbutus Biopharma Corp)
General Release. Employee hereby irrevocably In consideration of the benefits provided to Executive pursuant to Section 2 of this Agreement (including eligibility for pro-rata payment of the 2024 short-term incentive award) and unconditionally releases, acquitsthe terms of the Severance Plan pursuant to which Executive is eligible for lifetime flight benefits upon retirement, and forever discharges the other valuable consideration, Executive hereby releases UAL and Company and its affiliates, each of their subsidiaries and affiliates and their respective stockholders, officers, directors, partners, members, shareholdersemployees, representatives, agents, attorneys, agents and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) attorneys from any and all rightsclaims or liabilities, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, of any kind, including, without limitation, any and whether or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event all claims and liabilities relating to EmployeeExecutive’s employment with by, or services rendered to or for, the Company and/or Company, UAL, or any of their subsidiaries or affiliates, or relating to the cessation thereof through of such employment or under the date Employee executes this Agreement. This General Release includes actions claiming violation of Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), the Americans with Disabilities Act, the Family and Medical Leave Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.Section 1981, the Americans with Disabilities Illinois Human Rights Act, the Age Discrimination in Employment Illinois Wage Payment and Collection Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any other federalstatutory, state or local lawtort, regulation, ordinance contract or common lawlaw cause of action, other than claims or liabilities arising from a breach by UAL or Company of (i) its post-employment obligations under the Severance Plan, (ii) its obligations under its qualified retirements plans in which Executive participates (the “Qualified Plans”), under Executive’s outstanding grants of stock options or restricted stock, under Executive’s outstanding awards under the long term incentive programs of UAL and Company (the “Incentive Programs”), or under any policyother compensation plan or program of UAL or Company, agreementor (iii) its obligations under existing agreements governing Executive’s flight benefits relating to other airlines. UAL and Company hereby release Executive from any and all claims or liabilities, understanding known or promiseunknown, written of any kind in any way relating to or oralpertaining to Executive’s employment by, formal or informalservices rendered to or for, between Employee and the UAL, Company or any of the Releasees. This General Release also includes any their subsidiaries or affiliates, other than fraud or intentional malfeasance or claims for wrongful discharge or that the Company or any arising from a breach by Executive of the other Releasees has dealt with Employee unfairly Severance Plan or in bad faithof Executive’s obligations under the Qualified Plans, and any actions raising tortious claims under Executive’s outstanding grants of stock options or any claim of express or implied contract of employment or restricted stock, under Executive’s outstanding awards under the Incentive Programs, under any other cause compensation plan or program of action UAL or Company, or under existing agreements governing Executive’s flight benefits relating to other airlines. These releases are to be broadly construed in favor of the released persons. These releases do not apply to any rights or claims that may arise after the date of violation execution of common lawthis Agreement by Executive, Company and UAL. This General Release Each party agrees that this Agreement is for any not and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects shall not be construed as an admission of any past action, omission wrongdoing or eventliability on the part of any such party. Notwithstanding the foregoing, this release shall not release the Company from its post-employment obligations under this Agreement created by the Severance Plan, the Qualified Plans, Executive’s outstanding grants of stock options or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification restricted stock, Executive’s outstanding awards under the terms Incentive Programs, or outstanding awards under any other compensation plan or program of the Employment AgreementUAL or Company, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or existing agreements governing Executive’s flight benefits relating to any of the matters set forth in this paragraph. Employee further represents that Employee will other airlines, if any, are not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyreleased.
Appears in 1 contract
Samples: Retirement and Transition Agreement (United Airlines, Inc.)
General Release. Employee hereby In consideration of the benefits being provided to Executive under Paragraph 2 of this Agreement, Executive, on behalf of himself and Executive’s heirs, estate, executors, beneficiaries, administrators, successors, assigns and all others connected with or claiming through Executive, irrevocably and unconditionally releases, acquitsreleases the Company, and forever discharges the Company and all of its affiliatesparents, subsidiaries, or other affiliated companies, and all of their officerspresent and former owners, directors, partnersofficers, memberspresidents, shareholders, representativesexecutives, agentsemployee benefit plans and all of the trustees, fiduciaries or administrators thereof, employees, insurers, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned agents (collectively, the collectively referred to as “Releasees”) ), from any and all rights, claims, chargesactions and expenses (including attorneys’ fees and costs) of any nature, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether or not in litigation which Employee Executive may have (or which could may be asserted by able to bring on behalf of another on Employee’s behalfperson), based on from the beginning of time to the date this Agreement is executed, relating in any action, omission or event relating way to EmployeeExecutive’s employment with or separation from the Company and/or the cessation thereof through the date Employee executes this AgreementCompany, or otherwise. This General Release includes actions claiming violation any claims of Title VII negligence, breach of contract, oral or written, implied or otherwise, wrongful discharge, defamation, other claims at common law and intentional torts, all statutory claims under federal, state and local laws regulating employment, including but not limited claims under the Employee Retirement Income Security Act (“ERISA”), the Americans With Disabilities Act, the Civil Rights Act of 19641964 (Title VII), as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by including the Older Workers’ Workers Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974Act, the Fair Labor Standards Act, the Equal Pay New York State Human Rights Law, the New York State Labor Law, the New York Civil Rights Law, the New York Non-Discrimination for Legal Activities Law, the New Jersey Law Against Discrimination, the New Jersey Family Leave Act, the Immigration and Reform Control New Jersey Conscientious Employee Protection Act, the Uniform Services Employment all laws in New York and Re-Employment ActNew Jersey governing wage and hour, the Rehabilitation Act of 1973sick leave, workers’ compensation and the New York State or City Human Rights Laws, each and New Jersey Constitutions; as amended, or well as claims under any other federal, state or local lawstatute, regulationorder or regulation pertaining to leave or discrimination, ordinance or common lawretaliation, or under any policyharassment in employment on the basis of age, agreementrace, understanding or promisereligion, written or oraldisability, formal or informalhandicap, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithnational origin, and any actions raising tortious claims or any claim of express or implied contract of employment sex, sexual orientation, gender, or any other cause of action characteristic or claims of violation of common lawconduct protected by law or other laws governing employment. This General Release is for Executive waives any and all reliefright to future employment with the Company, without regard and agrees not to its form or characterizationseek reinstatement with the Company. Included Nothing in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any affects Executive’s rights of the Executive to indemnification under vested benefits provided in accordance with the terms of the Employment Agreementan employee benefit plan subject to ERISA, the by-lawsif any, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyexcept as provided herein.
Appears in 1 contract
General Release. Employee hereby irrevocably acknowledges that Employee would not be entitled to receive the Separation Pay and Outplacement provided for herein absent Employee’s execution of and compliance with this Agreement. In consideration of the Separation Pay and other benefits, Employee, individually and on behalf of Employee’s spouse, domestic partner, heirs and assigns (as applicable), to the fullest extent permitted under applicable law, unconditionally releasesreleases and discharges ESI, acquitsits subsidiaries, and forever discharges the Company and its affiliates, any related corporations and/or entities and their officers, respective directors, partners, membersofficers, shareholders, representativesemployees, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, in their individual and family members of the aforementioned representative capacities (collectively, the collectively “Releasees”) ), from any and all rightsknown or unknown liability, damages claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities action or suits of every kind based upon any past action, omission type related directly or event, whether known or unknownindirectly to Employee's employment with ESI, and whether or not in litigation which Employee may have or which could be asserted by another on the termination of Employee’s behalf, based on any action, omission or event relating to Employee’s 's employment with the Company and/or the cessation thereof through the date ESI, including claims under any common law theories, including but not limited to, breach of contract or tort or tort-like theories and under any local, state or federal, constitutional, civil rights, labor, and employment laws, including but not limited to, Employee executes this Agreement. This General Release includes actions claiming violation of Retirement Income Security Act (ERISA), Title VII of the Civil Rights Act of 1964, as amended, the Post Civil War Civil Rights Acts (42 U.S.C. 2000e et seq.USC §§ 1981‑1988), the Americans with Disabilities Civil Rights Act of 1991, the Equal Pay Act, the Older Workers’ Benefit Protection Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Americans with Disabilities Act, the Family Worker Adjustment and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Retraining Notification Act, the Rehabilitation Act of 1973, the Uniformed Services Employment and Reemployment Rights Act, the Fair Labor Standards Act, Executive Order 11246, the Xxxxxxxx-Xxxxx Act, and the New York State or City Human Rights LawsFamily and Medical Leave Act, each all as amended, including any regulations or guidelines thereunder. If Employee is based in California, Employee acknowledges and agrees that, as a condition of this Agreement, Employee’s release extends to all possible claims and Employee expressly waives all rights under Section 1542 of the California Civil Code, which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing this matter, which if known by him or her must materially affect the settlement with the debtor.” This Release shall not affect any other federal, state or local law, regulation, ordinance or common law, rights that Employee may have under health insurance plans or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the 401(k) plan maintained by the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge unemployment or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.Exhibit 10.14
Appears in 1 contract
Samples: Executive Separation and Release Agreement (Electro Scientific Industries Inc)
General Release. Employee hereby irrevocably and unconditionally releases(a) On behalf of myself, acquitsmy heirs, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessorsexecutors, successors and assigns, I and family members unconditionally release, waive and forever discharge the Company, its members, divisions, subsidiaries, affiliates and related companies, including the Company Group (as defined below), or any member of the aforementioned Company Group, and their present and former agents, employees, officers, directors, attorneys, stockholders, plan fiduciaries, successors and assigns (collectively, the “Releasees”) ), from any and all rights, claims, charges, demands, obligationsactions, causes of action, promisescosts, agreements, controversies, liens, damages fees and liabilities of every kind based upon any past action, omission or eventall liability whatsoever, whether known or unknown, and whether fixed or not in litigation contingent, suspected or unsuspected (collectively, “Claims”), which Employee I had, have, or may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event against Releasees relating to Employee’s or arising out of my employment with by or separation from the Company and/or and its direct and indirect subsidiaries and parents, including, without limitation, Orthofix International N.V. (collectively, the cessation thereof through “Company Group”), up to and including the date Employee executes 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 General Release includes actions claiming violation 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 Title VII any jurisdiction that prohibit age, sex, 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 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act1866, the Age Discrimination in Employment Act, as amended by the Older Workers’ 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 of 1993Act, the Xxxxxxxx-Xxxxx Act, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Polygraph Protection Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Uniformed Services Employment and Re-Employment ActReemployment Rights Act of 1994, the Rehabilitation Act of 1973, and the New York State or City Human Xxxxx Civil Rights Laws, each as amendedAct, or any other federal, state or local lawlaws, regulationregulations and ordinances governing discrimination, ordinance 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); (iii) claims arising under the 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 xxx any of the Releasees with respect to any matters released hereby.
(b) This release does not include a release or waiver of any rights or claims 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 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 policydirectors and officers insurance coverage, if any, provided by the Company, the Company Group, or any member of the Company Group, or any right to indemnification or expense advancement under any indemnification agreement, understanding or promiseany applicable Company Group articles of incorporation, written bylaws or oralsimilar organizational document, formal if any, in each case, 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 informalworkers’ compensation benefits, between Employee 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 the United States Equal Employment Opportunity Commission (the “EEOC”) 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. EXHIBIT A RELEASE EXCEPT AS OUTLINED ABOVE, THIS MEANS THAT, 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.
(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. This General Release also includes , that I have not given or sold any portion of any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faithreleased herein to anyone else, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any that I will indemnify and hold harmless the Releasees from all reliefliabilities, without regard to its form or characterization. Included in this General Release are any and all claims for 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) / forty five (45) ] 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 future damages allegedly arising from a period ending at the alleged continuation end of the effects seventh calendar day following my execution of any past actionthis Release (“Revocation Period”), omission or eventI shall have the right to revoke this Release by delivering a written notice of revocation to Xxxxxxx X. Xxxxxx, Orthofix Inc. Senior Vice President, General Counsel and Corporate Secretary, 0000 Xxxxx Xxxx, Xxxxxxxxxx, XX 00000 no later than the end of the seventh calendar day after I sign this Release. Notwithstanding I understand and agree that this Release will not be effective and enforceable until after the foregoingRevocation Period expires without revocation, and if I elect to exercise this revocation right, this release Release shall not release be voided in its entirety, and the Company from its shall be relieved of all obligations under this Agreement or Release and all obligations under the Employment Agreement; this release Agreement as provided therein. This Release shall not release be effective on the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive eighth calendar day after it is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(kexecuted by me (“Effective Date”) benefits. By signing this release, Employee represents that Employee provided it has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebybeen previously revoked as provided herein.
Appears in 1 contract
General Release. Employee covenants and agrees that Employee hereby irrevocably and unconditionally releases, acquits, acquits and forever discharges the Company and its affiliatesLowe’s, and their as well as each of Lowe’s officers, directors, partnersemployees, membersparents, shareholderssubsidiaries, representativesor related entities and agents (Lowe’s and Lowe’s officers, agentsdirectors, attorneysemployees, parents, subsidiaries, related entities, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, agents being collectively referred to herein as the “Releasees”) ), or any of them, from any and all rightscharges, complaints, claims, chargesliabilities, obligations, promises, demands, obligationscosts, causes of actionlosses, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknowndebts, and whether expenses (including attorney fees and costs actually incurred), of any nature whatsoever, in law or not in litigation which Employee may have equity, arising out of Employee’s employment with Lowe’s or which the termination of Employee’s employment with Lowe’s (other than any claim arising out of the breach by Lowe’s of the terms of this Agreement), including, without limitation, all claims asserted or that could be asserted by another on EmployeeEmployee against Lowe’s behalfin any litigation arising in federal, based on state, or municipal court asserting any actionclaim arising from any alleged violation by the Releasees of any federal, omission state, or event relating to Employee’s employment with local statutes, ordinances, or common law, including, but not limited to, the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.the Equal Pay Act, the Americans with Disabilities Act, the Age Discrimination in Employment Fair Labor Standards Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, the Civil Rights Act of 1991, the Family and Medical Leave Act, the New York State or City Human Civil Rights LawsAct of 1866, each as amendedthe North Carolina Retaliatory Employment Discrimination Act, or the North Carolina Persons with Disabilities Protection Act, and any other federalemployment discrimination laws, state or local lawas well as any other claims based on constitutional, regulationstatutory, ordinance or common law, or under regulatory grounds, as well as any policyclaims based on theories of retaliation, agreementwrongful or constructive discharge, understanding breach of contract or promiseimplied covenant, written fraud, misrepresentation, intentional and/or negligent infliction of emotional distress, or oraldefamation (“Claim” or “Claims”), formal which Employee now has, owns, or informalholds, between or claims to have, own, or hold, or which Employee and the Company 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 Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall 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 Company from its obligations under this Agreement 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 the Employment Agreement; this release shall Xxxx’x Companies Employee Stock Purchase Plan – Stock Options for Everyone. Employee specifically does not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Retirement Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released hereby.
Appears in 1 contract
General Release. Employee hereby irrevocably agrees and unconditionally releasesunderstands that Employee is receiving in exchange for Employee’s promises contained in this Release, acquitssomething of value to Employee. Employee has determined that this is a fair exchange. In order for Employee to receive this consideration, Employee knowingly and forever discharges voluntarily releases Released Parties from every possible claim that Employee can legally waive arising prior to the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each date of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) from any and this Release. This waiver should be construed as broadly as possible to release all rights, possible claims, chargesdebts, obligations, demands, obligationsjudgments, or causes of action, promises, agreements, controversies, liens, damages and liabilities action of every any kind based upon any past action, omission or eventwhatsoever, whether known or unknown, that may be waived. However, for additional clarity, the following is a list of some of the types of claims included in this Release: all claims in tort (for negligent or intentional acts), in contract, by statute, for constitutional violation, for wrongful discharge, discrimination, harassment, retaliation, or claims of personal injury, for compensatory, punitive, or other damages, expenses, reimbursements, or costs of any kind, including but not limited to, any and whether all claims, demands, rights, and/or causes of action arising out of employment with Company or not in litigation which Employee may have Released Parties, or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s purported employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation discrimination or violations of civil rights, including, but not limited to, those arising under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection ActCivil Rights Acts of 1866 and/or 1871, the Family and Medical Leave Act (“FMLA”), the Age Discrimination in Employment Act of 19931967 (“ADEA”), the Older Workers Benefit Protection Act, the Americans with Disabilities Act of 1990 (“ADA”), public and private whistle blower laws, Employee Order 11246, the Equal Pay Act of 1963, the Rehabilitation act of 1973, the Employee Retirement Income Security Act of 19741974 (“ERISA”), the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amendedother benefits laws, or any other applicable federal, state or local law, regulation, employment discrimination statute or ordinance or any other claim, whether statutory or based on common law, or under any policyarising by reason of Employee’s employment with Company, agreementinvestment in Company, understanding or promise, written or oral, formal or informal, between Employee and the service as a director and officer of Company or the Released Parties, the separation from that employment or circumstances related thereto or by reason of any other matters, cause, or thing whatsoever, from the beginning of time to the Releasees. This General Release also includes signing of this Release, and specifically releases any claims for wrongful discharge or that the Company or Released Parties have any of the other Releasees has dealt with obligation to rehire Employee unfairly or in bad faith, and at any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebytime.
Appears in 1 contract
Samples: Separation Agreement (nFinanSe Inc.)
General Release. Employee hereby irrevocably Associate states and unconditionally releasesaffirms that as of the date of this Release Agreement, acquitsAssociate has not previously filed or joined in any complaints, charges, or lawsuits against AMERIGROUP with any governmental agency or court of law or equity. Associate agrees, for and forever discharges the Company on behalf of Associate and its affiliatesAssociate’s estate, and their officersheirs, directorsspouse, partners, members, shareholderslife partner, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, that Associate has or will be finally and family members permanently separated from employment with AMERIGROUP as the close of the aforementioned (collectivelybusiness on End Date, the “Releasees”) and that Associate waives, releases and forever discharges AMERIGROUP and all related entities, their directors, officers, employees, attorneys and agents, all of whom are third-party beneficiaries of this Release Agreement, from any and all rights, claims, charges, demands, obligations, causes of action, promises, agreements, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknown, and whether that Associate has or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employeeor arising out of Associate’s employment with AMERIGROUP and the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation separation thereof, including but not limited to any claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, liability in tort, claims of any kind, any claims under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Family Medical Leave Act, the Equal Pay Act, the Immigration and Reform Control ActWorker’s Compensation laws, the Uniform Services Employment and Re-Employment ActAssociate Retirement Income Security Act (except for any vested benefits under any tax qualified benefit plan), the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amendedOlder Workers Benefit Protection Act, or any other Executive Orders, federal, state or local lawlaw relating to employment, regulationemployee benefits or the termination of employment, ordinance or common law, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any Associate’s employment, excepting only:
(a) Associate’s right to receive payment under Section B.1 of the matters set forth Separation Agreement;
(b) Associate’s right to be offered benefits to which Associate is entitled under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”);
(c) Associate’s accrued rights under AMERIGROUP’s 401(k) Plan and the Executive Deferred Compensation Plan; and
(d) Associate’s rights under any Stock Agreements (subject to any effect of Associate’s termination under such agreements) or Employee Stock Purchase Plan. This Release Agreement does not waive any rights or claims that Associate may have which arise after the date Associate signs this Release Agreement. Associate also represents that Associate has not given, sold, assigned, or transferred to any one else, any claim, or a portion of a claim discussed in this paragraphRelease Agreement. Employee Associate also affirms that Associate has been paid for and/or has received all compensation, wages, bonuses, commissions, and/or benefits to which Associate may be entitled. Associate affirms that Associate has been granted any leave to which Associate was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws, and that there has been no retaliation as a result of, interference with, or restraint of Associate’s use of such leave. Associate further represents affirms that Employee will Associate has no known workplace injuries or occupational diseases. Associate further affirms that Associate has not been retaliated against for reporting any allegations of wrongdoing by AMERIGROUP or its officers, including any allegations of corporate fraud. Both Parties acknowledge that this Release Agreement does not limit either Party’s right, where applicable, to file or participate in an investigative proceeding of any federal, state or local governmental agency. To the extent permitted by law, Associate agrees that if such an administrative claim is made, Associate shall not be entitled to recover any individual monetary relief or accept any personal recovery other individual remedies. Associate further agrees that Associate will not provide information or testimony in any court action against AMERIGROUP except pursuant to a lawful subpoena and that Associate will notify AMERIGROUP of any subpoena or proceeding informal request to testify in court that may be commenced on his behalf arising out she receives within three (3) business days after her receipt of the matters released herebysuch subpoena or informal request.
Appears in 1 contract
General Release. Employee For and in consideration of the payments and promises set forth in this letter agreement, and other good and valuable consideration, the sufficiency of which is hereby irrevocably and unconditionally releasesacknowledged, acquitsyou hereby release, acquit, and forever discharges discharge the Company Company, NTELOS Inc. and its all their affiliates, parents, subsidiaries, partners, joint venturers, owners, and shareholders, and all of their officers, directors, partners, members, shareholdersemployees, representatives, and agents, attorneys, and employees and each of the affiliates, predecessors, all successors and assignsassigns thereof (each a “Released Party”), and family members of the aforementioned (collectively, the “Releasees”) from any and all rights, claims, charges, complaints, demands, liabilities, obligations, causes of action, promises, agreements, controversies, liensdamages, damages and liabilities actions, causes of every kind based upon any past action, omission or eventsuits, whether rights, entitlements, costs, losses, debts, and expenses (including attorneys’ fees and legal expenses), of any nature whatsoever, known or unknown, and whether which you now have, had, or not in litigation which Employee may hereafter claim to have had against the Company, NTELOS Inc. or which could be asserted by another on Employee’s behalfany other Released Party, based on of any actionkind or nature whatsoever, omission arising from any act, omission, transaction, matter, or event which has occurred or is alleged to have occurred up to the date you execute (or, if applicable, re-execute) this letter agreement. The claims knowingly and voluntarily released herein include, but are not limited to, all claims relating in any way to Employee’s your employment with the Company and/or Company, NTELOS Inc. or any Released Party, or the cessation thereof through conclusion of that employment, whether such claims are now known or are later discovered, including claims under the date Employee executes this Agreement. This General Release includes actions claiming violation of Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq.§ 1981, the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act, the Fair Labor Standards Act of 1993or other federal or state wage and hour laws, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Actclaims for breach of contract, the Immigration and Reform Control Actinfliction of emotional distress, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973claims under any other federal or state law pertaining to employment or employment benefits, and the New York State or City Human Rights Laws, each as amended, or any other federalclaims of any kind based on any contract, state or local lawtort, ordinance, regulation, ordinance or common lawstatute, or under any policyconstitution; provided, agreementhowever, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes that nothing in this Agreement shall be interpreted to release any claims which you may have for wrongful discharge or workers compensation benefits. You acknowledge that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, this letter agreement is a complete defense and any actions raising tortious claims or shall constitute a full and final bar to any claim of express by you based on any act, omission, transaction, matter, or implied contract of employment event which has occurred or any other cause of action or claims of violation of common law. This General Release is for any and all reliefalleged to have occurred up to the date you execute (or, without regard to its form or characterization. Included in if applicable, re-execute) this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyletter agreement.
Appears in 1 contract
General Release. Employee hereby irrevocably In consideration of the benefits provided by the Company, you personally and unconditionally releasesfor your heirs, acquitsexecutors, administrators, successors and assigns, fully, finally and forever discharges release and discharge the Company and its parents, subsidiaries, and affiliates, and as well as their respective successors, assigns, officers, owners, directors, partners, members, shareholdersagents, representatives, agents, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “ReleaseesReleased Parties”) ), of and from any and all rights, claims, charges, demands, obligationsactions, causes of action, promisessuits, agreementsdamages, controversies, liens, damages and liabilities of every kind based upon any past action, omission or event, whether known or unknownlosses, and whether expenses, of any and every nature whatsoever, (a) as a result of actions or not in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to Employee’s employment with the Company and/or the cessation thereof omissions occurring through the date Employee executes signs this AgreementAgreement or (b) arising at any time under or relating to any agreements between you and any Releasee existing as of the Separation Date. This General Release includes actions claiming violation of Specifically included in this waiver and release are, among other things, any and all claims under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act, the Age Discrimination in Employment Pennsylvania Human Relations Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, or any other federal, state or local lawstatute, rule, ordinance, or regulation, ordinance or as well as any claims under common lawlaw for tort, contract, or under any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee and the Company or any of the Releasees. This General Release also includes any claims for wrongful discharge or that (the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law“Released Claims”). This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this The above release does not waive, release waive claims (i) for unemployment or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits(ii) for vested rights under ERISA-covered employee benefit plans as applicable on the date Employee signs this Agreement, (iii) to the extent prohibited by law, as a whistleblower under the Xxxxxxxx-Xxxxx Act or Xxxx-Xxxxx Xxxx Street Reform and vested 401(kConsumer Protection Act, (iv) benefitsto interpret or enforce this Agreement, (v) that may arise after Employee signs this Agreement and (iv) which cannot be released by private agreement. By Nothing in this release generally prevents you from filing a charge or complaint with or from participating in an investigation or proceeding conducted by the EEOC, NLRB or any other federal, state or local agency charged with the enforcement of any employment laws, although by signing this releaserelease you waive the right to individual relief based on claims asserted in such a charge or complaint, Employee represents that Employee has not commenced except with the NLRB or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyanywhere else such a waiver is prohibited.
Appears in 1 contract
Samples: Employment Agreement (Rite Aid Corp)
General Release. Employee hereby understands and agrees that, by signing this Agreement, in exchange for the Severance Payment that Employee will receive under Paragraph 4 in this Agreement, Employee is irrevocably and unconditionally releaseswaiving, acquitsreleasing and forever discharging, and forever discharges promising not to sue the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliatesCompany’s past and present owners, shareholders, predecessors, successors and successors, assigns, agents, directors, officers, employees, representatives, attorneys, divisions, subsidiaries, franchisees, affiliates (and family members agents, directors, officers, employees, representatives and attorneys of the aforementioned such divisions, subsidiaries and affiliates), and all persons acting by, under or in concert with any of them (collectively, the collectively “Releasees”) ), and each of them, from any and all rights, claims, chargeswages, demands, obligationsactions, class actions, rights, liens, agreements, contracts, covenants, suits, causes of action, promisescharges, agreementsgrievances, controversiesobligations, liensdebts, damages costs, expenses, penalties, attorneys’ fees, damages, judgments, orders and liabilities of every kind based upon any past actionkind, omission or event, whether known or unknown, suspected or unsuspected, and whether or not concealed or hidden, arising out of or in litigation which Employee may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event relating to way connected with Employee’s employment with relationship with, or the Company and/or termination of Employee’s employment with, any of the cessation thereof through Released Parties, including but in no way limited to, any act or omission committed or omitted prior to the date Employee executes of execution of this Agreement. This General Release includes actions claiming general release of claims includes, but is in no way limited to, any and all wage and hour claims, claims for wrongful discharge, breach of contract, violation of public policy, tort, or violation of any statute, constitution or regulation, including but not limited to any violation of Title VII of the Civil Rights Act of 1964, as amended; Age Discrimination in Employment Act of 1967, 42 U.S.C. 2000e et seq., as amended (“ADEA”); the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, amended; the Family and Medical Leave Act of 1993Act, as amended; the Fair Labor Standards Act, as amended; Employee Retirement Income Security Act of 1974, as amended; 42 U.S.C. Section 1981; the Fair Labor Standards Older Workers Benefit Protection Act; the Civil Rights Act of 1866, the Equal Pay Act1871, the Immigration 1964, and Reform Control Act, the Uniform Services Employment and Re-Employment Act, 1991; the Rehabilitation Act of 1973; the Equal Pay Act of 1963; the Vietnam Veteran’s Readjustment Assistance Act of 1974; the Occupational Safety and Health Act; the Immigration Reform and Control Act of 1986, as amended; the New York Human Rights Law; the Worker Adjustment and Retraining Notification (“WARN”) Act of 1988, as amended; the New York State or WARN Act, as amended; the New York State Human Rights Law, as amended; the New York City Administrative Code (including the New York City Human Rights LawsLaw), each as amended; the New York State Labor Law, or as amended; the New York State Paid Family Leave Law; the New York City Earned Safe and Sick Time Act; the Genetic Information Nondiscrimination Act of 2008, as amended; and/or any other alleged violations of any federal, state or local law, regulationregulation or ordinance, ordinance and/or contract, including without limitation, tort law or common lawpublic policy claims, or under having any policy, agreement, understanding or promise, written or oral, formal or informal, between Employee bearing whatsoever on Employee’s employment by and the Company or any termination of Employee’s employment with the Releasees. This General Release also includes any claims for wrongful discharge or that the Company or any of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waivedCompany, including, but not limited to, any claim for earned but unpaid wageswrongful discharge, workersback pay, vacation pay, sick pay, wage, commission or bonus payment, attorneys’ compensation benefitsfees, unemployment benefitscosts, and vested 401(kand/or future wage loss. The foregoing release does not extend to Employee’s right to (i) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against raise claims under the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding ADEA that may be commenced on his behalf arising out arise after the date Employee signs this Agreement; or (ii) claims for breach or enforceability of the matters released hereby.this Agreement;
Appears in 1 contract
General Release. Employee hereby irrevocably and unconditionally releases(a) On behalf of myself, acquitsmy heirs, and forever discharges the Company and its affiliates, and their officers, directors, partners, members, shareholders, representatives, agents, attorneys, and employees and each of the affiliates, predecessorsexecutors, successors and assigns, I unconditionally release, waive and family members forever discharge the Company, its members, divisions, subsidiaries, affiliates and related companies, including the Company Group (as defined below), or any member of the aforementioned Company Group, and their present and former agents, employees, officers, directors, attorneys, stockholders, plan fiduciaries, successors and assigns (collectively, the “Releasees”) ), from any and all rights, claims, charges, demands, obligationsactions, causes of action, promisescosts, agreements, controversies, liens, damages fees and liabilities of every kind based upon any past action, omission or eventall liability whatsoever, whether known or unknown, and whether fixed or not in litigation contingent, suspected or unsuspected (collectively, “Claims”), which Employee I had, have, or may have or which could be asserted by another on Employee’s behalf, based on any action, omission or event against Releasees relating to Employee’s or arising out of my employment with by or separation from the Company and/or and its direct and indirect subsidiaries and parents, including, without limitation, Orthofix International N.V. (collectively, the cessation thereof through “Company Group”), up to and including the date Employee executes 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 General Release includes actions claiming violation 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 Title VII any jurisdiction that prohibit age, sex, 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 1964, as amended, 42 U.S.C. 2000e et seq., the Americans with Disabilities Act1866, the Age Discrimination in Employment Act, as amended by the Older Workers’ 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 of 1993Act, the Sxxxxxxx-Xxxxx Act, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Polygraph Protection Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Uniformed Services Employment and Re-Employment ActReemployment Rights Act of 1994, the Rehabilitation Act of 1973, and the New York State or City Human Uxxxx Civil Rights Laws, each as amendedAct, or any other federal, state or local lawlaws, regulationregulations and ordinances governing discrimination, ordinance 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); (iii) claims arising under the 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 sxx any of the Releasees with respect to any matters released hereby.
(b) This release does not include a release or waiver of any rights or claims 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 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 policydirectors and officers insurance coverage, if any, provided by the Company, the Company Group, or any member of the Company Group, or any right to indemnification or expense advancement under any indemnification agreement, understanding or promiseany applicable Company Group articles of incorporation, written bylaws or oralsimilar organizational document, formal if any, in each case, 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 informalworkers’ compensation benefits, between Employee 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 the United States Equal Employment Opportunity Commission (the “EEOC”) 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 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.
(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. This General Release also includes , 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) / forty five (45)]1 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 wrongful discharge or a period ending at the end of the seventh calendar day following my execution of this Release (“Revocation Period”), I shall have the right to revoke this Release by delivering a written notice of revocation to Jxxxxxx X. Xxxxxx, Orthofix Inc. Chief Administrative Officer, General Counsel and Corporate Secretary, 3000 Xxxxx Xxxx, Xxxxxxxxxx, XX 00000 no later than the end of the seventh calendar day after I sign this Release. I understand and agree that this Release will not be effective and enforceable until after the Revocation Period expires without revocation, and if I elect to exercise this revocation right, this Release shall be voided in its entirety, and the Company or any shall be relieved of the other Releasees has dealt with Employee unfairly or in bad faith, and any actions raising tortious claims or any claim of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation of the effects of any past action, omission or event. Notwithstanding the foregoing, this release shall not release the Company from its obligations under this Agreement or Release and all obligations under the Employment Agreement; this release Agreement as provided therein. This Release shall not release be effective on the Company from its obligations regarding any rights of the Executive to indemnification under the terms of the Employment Agreement, the by-laws, charter or any insurance policy under which the Executive eighth calendar day after it is entitled to coverage; and this release does not waive, release or otherwise discharge any claim or cause of action that cannot legally be waived, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, and vested 401(kexecuted by me (“Effective Date”) benefits. By signing this release, Employee represents that Employee provided it has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebybeen previously revoked as provided herein.
Appears in 1 contract
General Release. Employee hereby a. Executive, on behalf of himself, his heirs and assigns, irrevocably and unconditionally releasesreleases Corporation, acquitsMHC and Bank and their respective predecessors, and forever discharges the Company and its successors, affiliates, and their officerssubsidiaries, parents, partners, shareholders, directors, partners, members, shareholders, representativesofficers, agents, employees, attorneys, and employees and each of the affiliates, predecessors, successors and assigns, and family members of the aforementioned (collectively, the “Releasees”) all other persons or entities who could be said to be jointly or severally liable with them from any and all rights, claims, chargescontroversies, liabilities, demands, obligations, causes of action, debts, obligations, promises, acts, agreements, controversies, liens, and damages and liabilities of every whatever kind based upon any past action, omission or eventnature, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, liquidated or contingent, related to Executive’s employment, termination of employment, Xxxxxx Employment Agreement or termination thereof, including but not limited to, any and all claims for breach of express or implied contract or covenant of good faith and fair dealing (whether written or not in litigation which Employee may have oral), all claims for retaliation or which could be asserted by another on Employee’s behalfviolation of public policy, breach of promise, detrimental reliance or tort (e.g., intentional infliction of emotional distress, defamation, wrongful termination, interference with contractual or advantageous relationship, etc.), whether based on any action, omission common law or event relating to Employee’s employment with the Company and/or the cessation thereof through the date Employee executes this Agreement. This General Release includes actions claiming violation of otherwise; all claims arising under Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act; the Federal Older Workers Benefit Protection Act, 42 U.S.C. 2000e et seq.any whistleblower provision of any statute or law, the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection Act, the Family and Medical Leave Act of 1993, ; the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Equal Pay Act, the Immigration and Reform Control Act, the Uniform Services Employment and Re-Employment Act, the Rehabilitation Act of 1973, and the New York State or City Human Rights Laws, each as amended, any other statute, regulation or law or amendments thereto, claims for emotional distress, mental anguish, personal injury, loss of consortium; any and all claims that may be asserted on Executive’s behalf by others (including the Equal Employment Opportunity Commission); or any other federal, state or local laws or regulations relating to employment or benefits associated with Executive’s employment, excepting only:
i. rights to indemnification Executive has under Section 13 of the Xxxxxx Employment Agreement and that Executive may have under (i) applicable corporate law, regulation(ii) the articles of incorporation, ordinance charter or common lawbylaws of Corporation and Bank, or (iii) as an insured under any policydirector’s and officer’s liability insurance policy now or previously in force;
ii. claims for benefits under any health, agreementdisability, understanding retirement, other similar employee benefit plan or promise, written or oral, formal or informal, between Employee employee pension plan within the meaning of XXXXX; and
iii. the rights Executive may have with respect to the consideration and the Company or any other benefits as provided for under Paragraph 2 of the ReleaseesRelease Agreement. This General Executive, Corporation and Bank acknowledge that this Release also includes any claims for wrongful discharge or that the Company or any Agreement is in full settlement of the other Releasees has dealt with Employee unfairly or disputed claims between the Parties.
b. The foregoing release does not in bad faith, and any actions raising tortious claims or any claim way affect: (1) Executive’s rights of express or implied contract of employment or any other cause of action or claims of violation of common law. This General Release is for any and all relief, without regard indemnification to its form or characterization. Included in this General Release are any and all claims for attorneys’ fees and for future damages allegedly arising from the alleged continuation which Executive was entitled immediately prior to his resignation date under Section 13 of the effects of Xxxxxx Employment Agreement (as defined in the Agreement); (2) Executive’s vested rights under any past actiontax-qualified retirement plan, omission equity plan, or event. Notwithstanding salary continuation plan maintained by Corporation or Bank (both as defined in the foregoing, this release shall not release the Company from its obligations under this Agreement or the Employment Agreement; this release shall not release the Company from its obligations regarding any rights and as set forth in Section 2 of the Agreement); and (3) the right of Executive to indemnification under take whatever steps may be necessary to enforce the terms of the Employment Agreement.
c. For purposes of this Supplemental Release Agreement, the by-laws“Released Parties” include Corporation, charter or any insurance policy under which MHC, Bank (as defined in the Executive is entitled to coverage; Agreement) and this release does not waivetheir subsidiaries, release or otherwise discharge any claim or cause of action that cannot legally be waivedaffiliates, including, but not limited to, any claim for earned but unpaid wages, workers’ compensation benefits, unemployment benefits, directors and vested 401(k) benefits. By signing this release, Employee represents that Employee has not commenced or joined in any claim, charge, action or proceeding whatsoever against the Company or any of the Releasees arising out of or relating to any of the matters set forth in this paragraph. Employee further represents that Employee will not be entitled to or accept any personal recovery in any action or proceeding that may be commenced on his behalf arising out of the matters released herebyofficers.
Appears in 1 contract