Knowing and Voluntary Waiver. The Executive acknowledges that, by the Executive's free and voluntary act of signing below, the Executive agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Executive understands that he may consider whether to agree to the terms contained herein for a period of twenty-one days. The Executive acknowledges that he received this Agreement on March 31, 2003, and has had an opportunity to review and consider the terms contained in this Agreement. However, the Termination Payments provided herein shall not commence until this Agreement is executed and returned to the Company, and becomes effective on the Effective Date as provided below. The Executive acknowledges that he has been advised to consult with an attorney prior to executing this Agreement. This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by the Executive, provided it is not revoked by the Executive as provided below (the "Effective Date"). The Executive may revoke his agreement to accept the terms hereof by delivering a letter within seven days after he has executed this Agreement addressed to the Company at its corporate offices to the attention of Sonny Cave, with a copy to Robert J. Raymond, Cleary, Gottlieb, Stexx & Xxxxxton, One Liberty Xxxxx, Xxx Xxxx, NY 10006, specifying xxx intxxxxxx xo xxxxxx xxx xxxxxxxxx. Xx xxx Xxxxxxxxe exercises his right to revoke hereunder, he shall forfeit his right to receive any of the Termination Payments and benefits provided for herein, and to the extent such payments have already been made, the Executive agrees that he will immediately reimburse the Company for the amounts of such payment. ON SEMICONDUCTOR CORPORATION & SEMICONDUCTOR COMPONENTS INDUSTRIES, L.L.C. /s/ GEORGE H. CAVE ------------------------------------- Name: George H. Cave Title: Vice Prxxxxxxx xxx Xxcretary /s/ JOHN KURTZWEIL ------------------------------------- John Kurtzweil Xxxxxxxxxxxxxx STATE OF ARIZONA) ss: COUNTY OF MARICOPA) On the 2nd day of April, 2003, before me personally came John Kurtzweil the Executive who, being by me duly sworn, did deposx xxx xxx xxxx he resides at MARICOPA COUNTY; and did acknowledge and represent that he has had an opportunity to consult with attorneys and other advisers of his choosing regarding the Separation Agreement attached hereto, that he has reviewed all of the terms of the Separation Agreement and that he fully understands all of its provisions, including, without limitation, the general release and waiver set forth therein. /s/ LINDA M. LEE ---------------------- Notary Public Date: April 2, 0000
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Knowing and Voluntary Waiver. The Executive acknowledges that, by the Executive's free and voluntary act of signing below, the Executive agrees to all of the terms You acknowledge that you received a copy of this Agreement on [DATE] and intends to be legally bound therebythat you reviewed and understand all of its provisions. The Executive understands You acknowledge that he may consider whether to agree to the terms contained herein for a period of twenty-one days. The Executive acknowledges that he received this Agreement on March 31, 2003, and has had an opportunity to review and consider the terms contained in this Agreement. However, the Termination Payments provided herein shall not commence until this Agreement is executed and returned to the Company, and becomes effective on the Effective Date as provided below. The Executive acknowledges that he has you have been advised to consult with an attorney prior to executing this Agreement, and you have been given the opportunity to consider this Agreement for 21 days. You further acknowledge that by your free and voluntary act of signing below, you agree to all terms of this Agreement and intend to be legally bound thereby. If you wish to enter into this Agreement, you must sign it and return it to MarketAxess Holdings Inc., 00 Xxxxxx Xxxxx, 15th Floor, New York, NY 10001, Attention: Head of Human Resources, no earlier than your Termination Date and no later than [DATE]. This Agreement will shall not become effective, enforceable and irrevocable on effective until the eighth (8th) day after following the date on which it is executed by the Executive, provided it is not revoked by the Executive as provided below you sign this Agreement (the "“Effective Date"”). The Executive You may at any time prior to the Effective Date revoke his agreement to accept the terms hereof by this Agreement delivering a letter within seven days after he has executed notice in writing of such revocation to MarketAxess Holdings Inc., 00 Xxxxxx Xxxxx, 15th Floor, New York, NY 10001, Attention: Head of Human Resources. In the event you revoke this Agreement addressed prior to the Company at its corporate offices to eight (8th) day after the attention of Sonny Caveexecution thereof, with a copy to Robert J. Raymond, Cleary, Gottlieb, Stexx & Xxxxxton, One Liberty Xxxxx, Xxx Xxxx, NY 10006, specifying xxx intxxxxxx xo xxxxxx xxx xxxxxxxxx. Xx xxx Xxxxxxxxe exercises his right to revoke hereunder, he shall forfeit his right to receive any of the Termination Payments and benefits provided for hereinthis Agreement, and to the extent such payments have already been made, the Executive agrees that he will immediately reimburse the Company for the amounts of such paymentpromises contained herein shall become null and void. ON SEMICONDUCTOR CORPORATION & SEMICONDUCTOR COMPONENTS INDUSTRIES, L.L.C. /s/ GEORGE H. CAVE ------------------------------------- MARKETAXESS HOLDINGS INC. By: Name: George H. Cave Title: Vice Prxxxxxxx xxx Xxcretary /s/ JOHN KURTZWEIL ------------------------------------- John Kurtzweil Xxxxxxxxxxxxxx STATE OF ARIZONA) ssACCEPTED: COUNTY OF MARICOPA) insert name Acknowledgment On the 2nd __ day of April______, 200320__, before me personally came John Kurtzweil [insert name], to me known and known to be to be the Executive whoperson described herein, being by and who executed, the foregoing Waiver and General Release, and duly acknowledged to me duly sworn, did deposx xxx xxx xxxx he resides at MARICOPA COUNTY; and did acknowledge and represent that he has had an opportunity to consult with attorneys and other advisers of his choosing regarding executed the Separation Agreement attached hereto, that he has reviewed all of the terms of the Separation Agreement and that he fully understands all of its provisions, including, without limitation, the general release and waiver set forth thereinsame. /s/ LINDA M. LEE ---------------------- Notary Public Date: April 2, 0000_________________________ Commission Expires: ____________________ Exhibit B Form of Stock Option Agreement Exhibit C Form of Performance Share Agreement Exhibit D Form of Restricted Stock Unit Agreement Exhibit E Form of Restricted Stock Unit Agreement Exhibit F Indemnification Agreement Exhibit G
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Knowing and Voluntary Waiver. The Executive acknowledges that, by the Executive's free and voluntary act of signing below, the Executive agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Executive understands that he may consider whether to agree to the terms contained herein for a period of twenty-one daysdays after the date hereof. The Accordingly, the Executive acknowledges that he received may execute this Agreement on March 31by August 7, 20031999, to acknowledge his understanding of and has had an opportunity to review and consider agreement with the terms contained in this Agreement. However, the Termination Payments provided herein shall not commence until this Agreement is executed and returned to the Company, and becomes effective on the Effective Date as provided belowforegoing. The Executive acknowledges that he has been advised to consult with an attorney prior to executing this Agreement. This Agreement will become effective, enforceable and irrevocable at 5 p.m. (eastern time) on the eighth seventh day after the date on which it is executed by the Executive, provided it is not revoked by the Executive as provided below (the "Effective DateTime"). The During the seven-day period prior to the Effective Time, the Executive may revoke his agreement to accept the terms hereof by delivering a letter within seven days after he has executed this Agreement addressed to notifying the Company at its corporate offices of his intention to revoke. If the attention of Sonny Cave, with a copy to Robert J. Raymond, Cleary, Gottlieb, Stexx & Xxxxxton, One Liberty Xxxxx, Xxx Xxxx, NY 10006, specifying xxx intxxxxxx xo xxxxxx xxx xxxxxxxxx. Xx xxx Xxxxxxxxe Executive exercises his right to revoke hereunder, he shall forfeit his right to receive any of the Termination Payments and benefits provided for herein. MARVEL ENTERPRISES, INC. /s/ XXXXXX X. XXXXXX ------------------------------------ By: Xxxxxx X. Xxxxxx, Chairman of the Board /s/ XXXX XXXXXXXXXX ------------------------------------ Xxxx Xxxxxxxxxx Exhibit A Marvel Enterprises, Inc. Appoints Xxxxx Xxxxx as President and Chief Executive Officer New York, New York - July 20, 1999. Marvel Enterprises, Inc. (NYSE: MVL) announced today the appointment of Xxxxx Xxxxx as President and Chief Executive Officer of the Company. Xx. Xxxxx replaces Xxxx Xxxxxxxxxx, who resigned from the Company to head a media investment concern. In making the announcement, Xxxxxx Xxxxxx, the Company's Chairman of the Board, commented, "Peter's twenty-five years of management and administrative experience in a broad range of consumer businesses with strong brand identities makes him uniquely suited to build on the Company's existing creative talent and to the extent such payments have already been made, the Executive agrees that he will immediately reimburse the Company for the amounts of such paymentensure continued growth. ON SEMICONDUCTOR CORPORATION & SEMICONDUCTOR COMPONENTS INDUSTRIES, L.L.C. /s/ GEORGE H. CAVE ------------------------------------- Name: George H. Cave Title: Vice Prxxxxxxx xxx Xxcretary /s/ JOHN KURTZWEIL ------------------------------------- John Kurtzweil Xxxxxxxxxxxxxx STATE OF ARIZONA) ss: COUNTY OF MARICOPA) On the 2nd day of April, 2003, before me personally came John Kurtzweil the Executive who, being by me duly sworn, did deposx xxx xxx xxxx he resides at MARICOPA COUNTY; and did acknowledge and represent that he has had an opportunity I look forward to consult with attorneys and other advisers of his choosing regarding the Separation Agreement attached hereto, that he has reviewed all of the terms of the Separation Agreement and that he fully understands all of its provisions, including, without limitation, the general release and waiver set forth therein. /s/ LINDA M. LEE ---------------------- Notary Public Date: April 2, 0000leadership."
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Knowing and Voluntary Waiver. The Executive acknowledges that, by the Executive's free and voluntary act of signing below, the Executive agrees to all of the terms of this Agreement Release and intends to be legally bound thereby. The Executive understands and acknowledges that he may consider whether to agree to the terms contained herein for a period of twenty-one days. The Executive acknowledges that he received this Agreement on March 31, 2003, and has had an opportunity to review and consider days after the terms contained in this AgreementTermination Date. However, the Termination Payments provided herein shall not commence Benefits will be delayed until this Agreement Release is executed and returned delivered to the Company, and becomes effective on Employer; provided that there shall be no such delay with respect to any Termination Benefit that is due to be paid upon the Effective Date closing date of a Change in Control (as provided belowdefined in the Employment Agreement). The Executive acknowledges that he has been advised to consult with an attorney prior to executing this AgreementRelease. This Agreement Release will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by the Executive, provided it is not revoked by the Executive as provided below (the "Release Effective Date"). The During the seven-day period prior to the Effective Date, the Executive may revoke his agreement to accept the terms hereof by delivering a letter within seven days after he has executed this Agreement addressed serving notice in writing to the Company at its corporate offices Employer of his intention to revoke. If the attention of Sonny Cave, with a copy to Robert J. Raymond, Cleary, Gottlieb, Stexx & Xxxxxton, One Liberty Xxxxx, Xxx Xxxx, NY 10006, specifying xxx intxxxxxx xo xxxxxx xxx xxxxxxxxx. Xx xxx Xxxxxxxxe Executive exercises his right to revoke hereunder, he shall forfeit his right to receive any of the Termination Payments and benefits Benefits provided for herein, and to the extent such payments Termination Benefits have already been madeprovided, the Executive agrees that he will immediately reimburse the Company Employer for the amounts of such payment. ON SEMICONDUCTOR CORPORATION & SEMICONDUCTOR COMPONENTS INDUSTRIES, L.L.C. /s/ GEORGE H. CAVE ------------------------------------- Name: George H. Cave Title: Vice Prxxxxxxx xxx Xxcretary /s/ JOHN KURTZWEIL ------------------------------------- John Kurtzweil Xxxxxxxxxxxxxx ------------------------------------ Xxxx X. Xxxxxxxx Acknowledgment -------------- STATE OF ARIZONA_________________) ss: COUNTY OF MARICOPAOF_________________) On the 2nd ____ day of April__________, 200320__, before me personally came John Kurtzweil the Executive Xxxx X. Xxxxxxxx who, being by me duly sworn, did deposx xxx xxx xxxx depose and say that he resides at MARICOPA COUNTY_________________; and did acknowledge and represent that he has had an opportunity to consult with attorneys and other advisers of his choosing regarding the Separation Agreement Release attached hereto, that he has reviewed all of the terms of the Separation Agreement Release and that he fully understands all of its provisions, including, without limitation, the general release and waiver set forth therein. /s/ LINDA M. LEE ---------------------- ------------------------------ Notary Public Date: April 2------------- EXHIBIT B NOTICE OF EXERCISE Xxxxxx & Blake Corporation --------------------------- --------------------------- Date of Exercise: ----------------- Ladies and Gentlemen: This constitutes notice under my stock option that I elect to purchase the number of shares for the price set forth below. Stock option dated -------------------------------- Number of shares as to which option is exercised -------------------------------- Certificates to be issued in name of: -------------------------------- Total exercise price: $ -------------------------------- Cash payment delivered herewith: $ -------------------------------- By this exercise, 0000I agree (i) to provide such additional documents as Executive may reasonably require and (ii) to provide for the payment by me to Executive of your withholding obligation, if any, relating to the exercise of this option. I hereby make the following certifications and representations with respect to the number of shares of Common Stock of Employer listed above (the "SHARES"), which are being acquired by me for my own account upon exercise of the Option as set forth above: I acknowledge that the Shares have not been registered under the Securities Act of 1933, as amended (the "ACT"), and are deemed to constitute "restricted securities" under Rule 701 and "control securities" under Rule 144 promulgated under the Act. I warrant and represent to Employer that I have no present intention of distributing or selling said Shares, except as permitted under the Act and any applicable state securities laws. I further acknowledge that I will not be able to resell the Shares for at least ninety (90) days after the stock of Employer becomes publicly traded (i.e., subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934) under Rule 701 and that more restrictive conditions apply to affiliates of Employer under Rule 144. I further acknowledge that all certificates representing any of the Shares subject to the provisions of the Option shall have endorsed thereon appropriate legends reflecting the foregoing limitations, as well as any legends reflecting restrictions pursuant to Employer's Articles of Incorporation, Bylaws and/or applicable securities laws. I further agree that, if required by Employer (or a representative of the underwriters) in connection with an underwritten registration of the offering of any securities of Employer under the Act, I will not sell or otherwise transfer or dispose of any shares of Common Stock or other securities of Employer during such period (not to exceed one hundred eighty (180) days or, if less, the period of time any other executive officer of Employer is so restricted) following the effective date of the registration statement of Employer filed under the Act (the "EFFECTIVE DATE") as may be requested by Employer or the representative of the underwriters. I further agree that Employer may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period. Very truly yours, ------------------------------ Xxxx X. Xxxxxxxx
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Knowing and Voluntary Waiver. The Executive Employee acknowledges that, by the Executive's free and voluntary act of signing below, the Executive agrees to all of the terms of that (i) Employee has carefully read this Agreement and intends fully understands its meaning; (ii) Employee had the opportunity to be legally bound thereby. The Executive understands that he may consider whether take up to agree to the terms contained herein for a period of twenty-one days. The Executive acknowledges that he received (21) days after receiving this Agreement on March 31to decide whether to sign it; (iii) the Company is herein advising Employee, 2003in writing, and has had an opportunity to review and consider the terms contained in this Agreement. However, the Termination Payments provided herein shall not commence until this Agreement is executed and returned to the Company, and becomes effective on the Effective Date as provided below. The Executive acknowledges that he has been advised to consult with an attorney prior to executing before signing it; (iv) Employee is signing this Agreement. This Agreement will become effective, enforceable knowingly, voluntarily, and irrevocable on without any coercion or duress; (v) Employee has been given seven (7) days to revoke the eighth day after the date on which it ADEA Release following execution of this Agreement; and (vi) everything Employee is executed by the Executive, provided it is not revoked by the Executive as provided below (the "Effective Date"). The Executive may revoke his agreement to accept the terms hereof by delivering a letter within seven days after he has executed receiving for signing this Agreement addressed to is described in the Company at its corporate offices to the attention of Sonny Cave, with a copy to Robert J. Raymond, Cleary, Gottlieb, Stexx & Xxxxxton, One Liberty Xxxxx, Xxx Xxxx, NY 10006, specifying xxx intxxxxxx xo xxxxxx xxx xxxxxxxxx. Xx xxx Xxxxxxxxe exercises his right to revoke hereunder, he shall forfeit his right to receive any of the Termination Payments and benefits provided for hereinAgreement itself, and no other promises or representations have been made to the extent such payments have already been madecause Employee to sign it. EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS READ THIS ENTIRE AGREEMENT CAREFULLY, the Executive agrees that he will immediately reimburse the Company for the amounts of such paymentAS THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS (AS ALLOWED BY LAW) WHICH EMPLOYEE MAY HAVE AGAINST THE RELEASED PARTIES, INCLUDING CLAIMS PURSUANT TO THE ADEA. ON SEMICONDUCTOR CORPORATION & SEMICONDUCTOR COMPONENTS INDUSTRIESACCEPTED AND AGREED: ROCKY MOUNTAIN CHOCOLATE FACTORY, L.L.C. /s/ GEORGE H. CAVE ------------------------------------- Name: George H. Cave Title: Vice Prxxxxxxx xxx Xxcretary /s/ JOHN KURTZWEIL ------------------------------------- John Kurtzweil Xxxxxxxxxxxxxx STATE OF ARIZONA) ss: COUNTY OF MARICOPA) On the 2nd day of April, 2003, before me personally came John Kurtzweil the Executive who, being by me duly sworn, did deposx xxx xxx xxxx he resides at MARICOPA COUNTY; and did acknowledge and represent that he has had an opportunity to consult with attorneys and other advisers of his choosing regarding the Separation Agreement attached hereto, that he has reviewed all of the terms of the Separation Agreement and that he fully understands all of its provisions, including, without limitation, the general release and waiver set forth thereinINC. /s/ LINDA M. LEE ---------------------- Notary Public Fxxxxxxx X. Xxxxx By: /s/ Bxxxx X. Xxxxxxxx FXXXXXXX X. XXXXX Bxxxx X. Xxxxxxxx, Chief Operating Officer, Chief Financial Officer, Treasurer Date: April 2March 4, 00002019 Date: March 4, 2019
Appears in 1 contract
Samples: Retirement Separation and General Release Agreement (Rocky Mountain Chocolate Factory, Inc.)
Knowing and Voluntary Waiver. The Executive acknowledges that, by the Executive's free and voluntary act of By signing belowthis General Release, the Executive expressly acknowledges and agrees to all that: (a) the Executive has carefully read it and fully understands what it means; (b) the Executive has discussed this General Release with an attorney of the terms of this Agreement and intends to be legally bound thereby. The Executive’s choosing before signing it; (c) the Executive understands that he may consider whether to agree to the terms contained herein for a period of has been given at least twenty-one days. The (21) calendar days to consider this General Release; (d) the Executive acknowledges that he received has agreed to this Agreement on March 31, 2003, General Release knowingly and has had an opportunity voluntarily and was not subjected to review and consider any undue influence or duress; (e) the terms contained in this Agreement. However, consideration provided the Termination Payments provided herein shall not commence until this Executive under Severance Agreement is executed sufficient to support the releases provided by the Executive under this General Release; (f) the Executive may revoke the Executive’s execution of this General Release within seven (7) days after the Executive signs it by sending written notice of revocation as set forth below; and returned to the Company, and becomes effective on the Effective Date as provided below. The Executive acknowledges that he has been advised to consult with an attorney prior to executing this Agreement. This Agreement will become effective, enforceable and irrevocable (g) on the eighth day after the date on which it is executed by Executive executes this General Release (the “Effective Date”), this General Release becomes effective and enforceable, provided that the Executive does not revoke this Agreement during the revocation period. Any revocation of the Executive’s execution of this General Release must be submitted, provided it is not revoked by the Executive as provided below (the "Effective Date")in writing, to Force Protection, Inc. 9000 Xxxxxxx 00, Xxxxxxxx Xx. The Executive may revoke his agreement to accept the terms hereof by delivering a letter within seven days after he has executed this Agreement addressed to the Company at its corporate offices 0, Xxxxxx, Xxxxx Xxxxxxxx 00000-0000, to the attention of Sonny Cavethe Co-General Counsel, with stating “I hereby revoke my execution of the General Release.” The revocation must be personally delivered to the General Counsel or mailed to the General Counsel and postmarked within seven (7) days of the Executive’s execution of this General Release. If the last day of the revocation period is a copy Saturday, Sunday or legal holiday, then the revocation period will be extended to Robert J. Raymondthe following day which is not a Saturday, ClearySunday or legal holiday. The Executive agrees that if the Executive does not execute this General Release or, Gottliebin the event of revocation, Stexx & Xxxxxton, One Liberty Xxxxx, Xxx Xxxx, NY 10006, specifying xxx intxxxxxx xo xxxxxx xxx xxxxxxxxx. Xx xxx Xxxxxxxxe exercises his right to revoke hereunder, he shall forfeit his right the Executive will not be entitled to receive any of the Termination Payments payments or benefits under the Severance Agreement (other than the Accrued Amounts and benefits provided for hereinthe Other Benefits). The Executive must execute this General Release on or before [•], 20[•]. This General Release is final and to the extent such payments have already been made, the Executive agrees that he will immediately reimburse the Company for the amounts of such paymentbinding and may not be changed or modified. ON SEMICONDUCTOR CORPORATION & SEMICONDUCTOR COMPONENTS INDUSTRIES, L.L.C. /s/ GEORGE H. CAVE ------------------------------------- Name: George H. Cave Title: Vice Prxxxxxxx xxx Xxcretary /s/ JOHN KURTZWEIL ------------------------------------- John Kurtzweil Xxxxxxxxxxxxxx STATE OF ARIZONA) ss: COUNTY OF MARICOPA) On the 2nd day of April, 2003, before me personally came John Kurtzweil the Executive who, being by me duly sworn, did deposx xxx xxx xxxx he resides at MARICOPA COUNTY; and did acknowledge and represent that he has had an opportunity to consult with attorneys and other advisers of his choosing regarding the Separation Agreement attached hereto, that he has reviewed all of the terms of the Separation Agreement and that he fully understands all of its provisions, including, without limitation, the general release and waiver set forth therein. /s/ LINDA M. LEE ---------------------- Notary Public Date: April 2, 0000Lxxxx Xxxx Xxxxxxxxx
Appears in 1 contract
Knowing and Voluntary Waiver. The Executive acknowledges that, by the Executive's free and voluntary act of signing below, the Executive agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Executive understands that he may consider whether to agree to the terms contained herein for a period of twenty-one days. The Executive acknowledges that he received this Agreement on March 31November 21, 20032002, and has had an opportunity to review and consider the terms contained in this Agreement. However, the Termination Payments provided herein shall not commence until this Agreement is executed and returned to the Company, and becomes effective on the Effective Date as provided below. The Executive acknowledges that he has been advised to consult with and has consulted with an attorney prior to executing this Agreement. This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by the Executive, provided it is not revoked by the Executive as provided below (the "Effective Date"). The Executive may revoke his agreement to accept the terms hereof by delivering a letter within seven days after he has executed this Agreement addressed to the Company at its corporate offices to the attention of Sonny CaveXxxxx Xxxx, with a copy to Robert J. RaymondXxxxxx X. Xxxxxxx, Cleary, Gottlieb, Stexx Xxxxx & XxxxxtonXxxxxxxx, One Liberty Xxx Xxxxxxx Xxxxx, Xxx Xxxx, NY 10006XX 00000, specifying xxx intxxxxxx xo xxxxxx xxx xxxxxxxxxhis intention to revoke his agreement. Xx xxx Xxxxxxxxe If the Executive exercises his right to revoke hereunder, he shall forfeit his right to receive any of the Termination Payments and benefits provided for herein, and to the extent such payments have already been made, the Executive agrees that he will immediately reimburse the Company for the amounts of such paymentpayment and the parties' obligations under this Agreement, including without limitation, the General Release and Waiver provided in Section 3 hereof, shall become null and void ab initio and the Executive shall retain any and all claims that he may have had against the Company prior to the execution of this Agreement. ON SEMICONDUCTOR CORPORATION & SEMICONDUCTOR COMPONENTS INDUSTRIES, L.L.C. /s/ GEORGE H. CAVE ------------------------------------- XXXXX XXXX ----------------------------------- Name: George H. Cave Xxxxx Xxxx Title: Vice Prxxxxxxx xxx Xxcretary President and Secretary /s/ JOHN KURTZWEIL ------------------------------------- John Kurtzweil Xxxxxxxxxxxxxx XXXXXX XXXXXX ----------------------------------- Xxxxxx Xxxxxx Acknowledgment STATE OF ARIZONAARIZONA ) ) ss: COUNTY OF MARICOPAMARICOPA ) On the 2nd 9th day of AprilDecember, 20032002, before me personally came John Kurtzweil Xxxxxx Xxxxxx the Executive who, being by me duly sworn, did deposx xxx xxx xxxx depose and say that he resides at MARICOPA COUNTY0000 X. Xxxxxxxxxx, Xxxxxxxx Xxxxxx, XX 00000; and did acknowledge and represent that he has had an opportunity to consult with attorneys and other advisers of his choosing regarding the Separation Agreement attached hereto, that he has reviewed all of the terms of the Separation Agreement and that he fully understands all of its provisions, including, without limitation, the general release and waiver set forth therein. /s/ LINDA M. LEE XXXXX X. XXX ---------------------- Notary Public Date: April 2December 9, 00002002
Appears in 1 contract
Knowing and Voluntary Waiver. The Executive acknowledges that, by the Executive's free and voluntary act of By signing belowthis General Release, the Executive expressly acknowledges and agrees to all that: (a) the Executive has carefully read it and fully understands what it means; (b) the Executive has discussed this General Release with an attorney of the terms of this Agreement and intends to be legally bound thereby. The Executive’s choosing before signing it; (c) the Executive understands that he may consider whether to agree to the terms contained herein for a period of has been given at least twenty-one days. The (21) calendar days to consider this General Release; (d) the Executive acknowledges that he received has agreed to this Agreement on March 31, 2003, General Release knowingly and has had an opportunity voluntarily and was not subjected to review and consider any undue influence or duress; (e) the terms contained in this Agreement. However, consideration provided the Termination Payments provided herein shall not commence until this Executive under the Employment Agreement is executed sufficient to support the releases provided by the Executive under this General Release; (f) the Executive may revoke the Executive’s execution of this General Release within seven (7) days after the Executive signs it by sending written notice of revocation as set forth below; and returned to the Company, and becomes effective on the Effective Date as provided below. The Executive acknowledges that he has been advised to consult with an attorney prior to executing this Agreement. This Agreement will become effective, enforceable and irrevocable (g) on the eighth day after the date on which it is executed by Executive executes this General Release (the “Effective Date”), this General Release becomes effective and enforceable, provided that the Executive does not revoke this Agreement during the revocation period. Any revocation of the Executive’s execution of this General Release must be submitted, provided it is not revoked by the Executive as provided below (the "Effective Date")in writing, to Force Protection, Inc. 0000 Xxxxxxx 00, Xxxxxxxx Xx. The Executive may revoke his agreement to accept the terms hereof by delivering a letter within seven days after he has executed this Agreement addressed to the Company at its corporate offices 0, Xxxxxx, Xxxxx Xxxxxxxx 00000-0000, to the attention of Sonny Cavethe Co-General Counsel, with stating “I hereby revoke my execution of the General Release.” The revocation must be personally delivered to the General Counsel or mailed to the General Counsel and postmarked within seven (7) days of the Executive’s execution of this General Release. If the last day of the revocation period is a copy Saturday, Sunday or legal holiday, then the revocation period will be extended to Robert J. Raymondthe following day which is not a Saturday, ClearySunday or legal holiday. The Executive agrees that if the Executive does not execute this General Release or, Gottliebin the event of revocation, Stexx & Xxxxxton, One Liberty Xxxxx, Xxx Xxxx, NY 10006, specifying xxx intxxxxxx xo xxxxxx xxx xxxxxxxxx. Xx xxx Xxxxxxxxe exercises his right to revoke hereunder, he shall forfeit his right the Executive will not be entitled to receive any of the Termination Payments payments or benefits under the Employment Agreement (other than the Accrued Amounts and benefits provided for hereinthe Other Benefits). The Executive must execute this General Release on or before [•], 20[•]. This General Release is final and to the extent such payments have already been made, the Executive agrees that he will immediately reimburse the Company for the amounts of such paymentbinding and may not be changed or modified. ON SEMICONDUCTOR CORPORATION & SEMICONDUCTOR COMPONENTS INDUSTRIES, L.L.C. /s/ GEORGE H. CAVE ------------------------------------- Name: George H. Cave Title: Vice Prxxxxxxx xxx Xxcretary /s/ JOHN KURTZWEIL ------------------------------------- John Kurtzweil Xxxxxxxxxxxxxx STATE OF ARIZONA) ss: COUNTY OF MARICOPA) On the 2nd day of April, 2003, before me personally came John Kurtzweil the Executive who, being by me duly sworn, did deposx xxx xxx xxxx he resides at MARICOPA COUNTY; and did acknowledge and represent that he has had an opportunity to consult with attorneys and other advisers of his choosing regarding the Separation Agreement attached hereto, that he has reviewed all of the terms of the Separation Agreement and that he fully understands all of its provisions, including, without limitation, the general release and waiver set forth therein. /s/ LINDA M. LEE ---------------------- Notary Public Date: April 2, 0000Xxxxxxx Xxxxx
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Knowing and Voluntary Waiver. The Executive acknowledges that, that by the Executive's free and voluntary act of signing below, the Executive agrees to all of the terms of this Agreement and intends to be legally bound thereby. The Executive understands that he may consider whether to agree to the terms contained herein for a period of twenty-one daysdays after the date hereof. The Accordingly, the Executive acknowledges that he received may execute this Agreement on March 31by July 20, 20031999, to acknowledge his understanding of and has had an opportunity to review and consider agreement with the terms contained in this Agreement. However, the Termination Payments provided herein shall not commence until this Agreement is executed and returned to the Company, and becomes effective on the Effective Date as provided belowforegoing. The Executive acknowledges that he has been advised to consult with an attorney prior to executing this Agreement. This Agreement will become effective, enforceable and irrevocable at 5 p.m. (eastern time) on the eighth seventh day after the date on which it is executed by the Executive, provided it is not revoked by the Executive as provided below (the "Effective DateTime"). The During the seven-day period prior to the Effective Time, the Executive may revoke his agreement to accept the terms hereof by delivering a letter within seven days after he has executed this Agreement addressed to notifying the Company at its corporate offices of his intention to revoke. If the attention of Sonny Cave, with a copy to Robert J. Raymond, Cleary, Gottlieb, Stexx & Xxxxxton, One Liberty Xxxxx, Xxx Xxxx, NY 10006, specifying xxx intxxxxxx xo xxxxxx xxx xxxxxxxxx. Xx xxx Xxxxxxxxe Executive exercises his right to revoke hereunder, he shall forfeit his right to receive any of the Termination Payments and benefits provided for herein. BANKERS TRUST CORPORATION /S/ Xxxxx X. Xxxxx By: Xxxxx X. Xxxxx, and to the extent such payments have already been made, the Executive agrees that he will immediately reimburse the Company for the amounts of such payment. ON SEMICONDUCTOR CORPORATION & SEMICONDUCTOR COMPONENTS INDUSTRIES, L.L.C. /s/ GEORGE H. CAVE ------------------------------------- Name: George H. Cave Title: Vice Prxxxxxxx xxx Xxcretary /s/ JOHN KURTZWEIL ------------------------------------- John Kurtzweil Xxxxxxxxxxxxxx Secretary-Bankers Trust Corporation /S/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx Acknowledgment STATE OF ARIZONANEW YORK ) ss: COUNTY OF MARICOPANEW YORK ) On the 2nd 29th day of AprilJune, 20031999, before me personally came John Kurtzweil the Executive Xxxxx X. Xxxxxx who, being by me duly sworn, did deposx xxx xxx xxxx depose and say that he resides at MARICOPA COUNTY000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx; and did acknowledge and represent that he has had an opportunity to consult with attorneys and other advisers of his choosing regarding the Separation Agreement attached hereto, that he has reviewed all of the terms of the Separation Agreement and that he fully understands all of its provisions, including, without limitation, the general release and waiver set forth therein. /s/ LINDA M. LEE ---------------------- /S/ Xxxx X. Xxxxxxxx Notary Public Date: April 2June 29, 00001999 XXXX X. XXXXXXXX NOTARY PUBLIC, STATE OF NEW YORK NO. 31-MO4867292 QUALIFIED IN NEW YORK COUNTY COMMISSION EXPIRES AUGUST 11, 2000 PRESS RELEASE DEUTSCHE BANK Frankfurt am Main, June 29, 1999 Xxxxx Xxxxxx, Co-Chairman of Global Corporates and Institutions (GCI) Division of the Deutsche Bank Group and Chairman of the Board of Directors and Chief Executive Officer of Bankers Trust Corp. will be leaving the Deutsche Bank Group after the recent successful acquisition of Bankers Trust by Deutsche Bank. His resignation will be on amicable terms and will take effect on June 30,1999. With the closing having occurred and the smooth integration process well on its way, Xxxxx Xxxxxx has attained his goals of achieving maximum value for the Bankers Trust shareholders and delivering the Bankers Trust franchise into a secure future. He is now planning to devote his future time on new projects. Dr. Xxxx-X. Xxxxxx, Spokesman of the Board of Managing Directors of Deutsche Bank thanked Xxxxx Xxxxxx for his constructive cooperation and his essential contribution to the closing and to the smooth integration of Bankers Trust's businesses and employees.
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Knowing and Voluntary Waiver. The Executive acknowledges that, by the Executive's free and voluntary act of By signing belowthis General Release, the Executive expressly acknowledges and agrees to all that: (a) the Executive has carefully read it and fully understands what it means; (b) the Executive has discussed this General Release with an attorney of the terms of this Agreement and intends to be legally bound thereby. The Executive’s choosing before signing it; (c) the Executive understands that he may consider whether to agree to the terms contained herein for a period of has been given at least twenty-one days. The (21) calendar days to consider this General Release; (d) the Executive acknowledges that he received has agreed to this Agreement on March 31, 2003, General Release knowingly and has had an opportunity voluntarily and was not subjected to review and consider any undue influence or duress; (e) the terms contained in this Agreement. However, consideration provided the Termination Payments provided herein shall not commence until this Executive under Severance Agreement is executed sufficient to support the releases provided by the Executive under this General Release; (f) the Executive may revoke the Executive’s execution of this General Release within seven (7) days after the Executive signs it by sending written notice of revocation as set forth below; and returned to the Company, and becomes effective on the Effective Date as provided below. The Executive acknowledges that he has been advised to consult with an attorney prior to executing this Agreement. This Agreement will become effective, enforceable and irrevocable (g) on the eighth day after the date on which it is executed by Executive executes this General Release (the “Effective Date”), this General Release becomes effective and enforceable, provided that the Executive does not revoke this Agreement during the revocation period. Any revocation of the Executive’s execution of this General Release must be submitted, provided it is not revoked by the Executive as provided below (the "Effective Date")in writing, to Force Protection, Inc. 0000 Xxxxxxx 00, Xxxxxxxx Xx. The Executive may revoke his agreement to accept the terms hereof by delivering a letter within seven days after he has executed this Agreement addressed to the Company at its corporate offices 0, Xxxxxx, Xxxxx Xxxxxxxx 00000-0000, to the attention of Sonny Cavethe Co-General Counsel, with stating “I hereby revoke my execution of the General Release.” The revocation must be personally delivered to the General Counsel or mailed to the General Counsel and postmarked within seven (7) days of the Executive’s execution of this General Release. If the last day of the revocation period is a copy Saturday, Sunday or legal holiday, then the revocation period will be extended to Robert J. Raymondthe following day which is not a Saturday, ClearySunday or legal holiday. The Executive agrees that if the Executive does not execute this General Release or, Gottliebin the event of revocation, Stexx & Xxxxxton, One Liberty Xxxxx, Xxx Xxxx, NY 10006, specifying xxx intxxxxxx xo xxxxxx xxx xxxxxxxxx. Xx xxx Xxxxxxxxe exercises his right to revoke hereunder, he shall forfeit his right the Executive will not be entitled to receive any of the Termination Payments payments or benefits under the Severance Agreement (other than the Accrued Amounts and benefits provided for hereinthe Other Benefits). The Executive must execute this General Release on or before [·], 20 [·]. This General Release is final and to the extent such payments have already been made, the Executive agrees that he will immediately reimburse the Company for the amounts of such paymentbinding and may not be changed or modified. ON SEMICONDUCTOR CORPORATION & SEMICONDUCTOR COMPONENTS INDUSTRIES, L.L.C. /s/ GEORGE H. CAVE ------------------------------------- Name: George H. Cave Title: Vice Prxxxxxxx xxx Xxcretary /s/ JOHN KURTZWEIL ------------------------------------- John Kurtzweil Xxxxxxxxxxxxxx STATE OF ARIZONA) ss: COUNTY OF MARICOPA) On the 2nd day of April, 2003, before me personally came John Kurtzweil the Executive who, being by me duly sworn, did deposx xxx xxx xxxx he resides at MARICOPA COUNTY; and did acknowledge and represent that he has had an opportunity to consult with attorneys and other advisers of his choosing regarding the Separation Agreement attached hereto, that he has reviewed all of the terms of the Separation Agreement and that he fully understands all of its provisions, including, without limitation, the general release and waiver set forth therein. /s/ LINDA M. LEE ---------------------- Notary Public Date: April 2, 0000Xxxxxxx Xxxxxx
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Knowing and Voluntary Waiver. The Executive acknowledges that, by the Executive's free and voluntary act of signing below, the Executive agrees to all of the terms of this Agreement Release and intends to be legally bound thereby. The Executive understands and acknowledges that he may consider whether to agree to the terms contained herein for a period of twenty-one days. The Executive acknowledges that he received this Agreement on March 31, 2003, and has had an opportunity to review and consider days after the terms contained in this AgreementTermination Date. However, the Termination Payments provided herein shall not commence Benefits will be delayed until this Agreement Release is executed and returned delivered to the Company, and becomes effective on Employer; provided that there shall be no such delay with respect to any Termination Benefit that is due to be paid upon the Effective Date closing date of a Change in Control (as provided belowdefined in the Employment Agreement). The Executive acknowledges that he has been advised to consult with an attorney prior to executing this AgreementRelease. This Agreement Release will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by the Executive, provided it is not revoked by the Executive as provided below (the "Release Effective Date"). The During the seven-day period prior to the Effective Date, the Executive may revoke his agreement to accept the terms hereof by delivering a letter within seven days after he has executed this Agreement addressed serving notice in writing to the Company at its corporate offices Employer of his intention to revoke. If the attention of Sonny Cave, with a copy to Robert J. Raymond, Cleary, Gottlieb, Stexx & Xxxxxton, One Liberty Xxxxx, Xxx Xxxx, NY 10006, specifying xxx intxxxxxx xo xxxxxx xxx xxxxxxxxx. Xx xxx Xxxxxxxxe Executive exercises his right to revoke hereunder, he shall forfeit his right to receive any of the Termination Payments and benefits Benefits provided for herein, and to the extent such payments Termination Benefits have already been madeprovided, the Executive agrees that he will immediately reimburse the Company Employer for the amounts of such payment. ON SEMICONDUCTOR CORPORATION & SEMICONDUCTOR COMPONENTS INDUSTRIES, L.L.C. /s/ GEORGE H. CAVE ------------------------------------- Name: George H. Cave Title: Vice Prxxxxxxx xxx Xxcretary /s/ JOHN KURTZWEIL ------------------------------------- John Kurtzweil Xxxxxxxxxxxxxx _____________________________ Xxxx X. Xxxxxxxx Acknowledgment STATE OF ARIZONA___________________) ss: COUNTY OF MARICOPAOF__________________) On the 2nd ____ day of April_________, 200320___, before me personally came John Kurtzweil the Executive Xxxx X. Xxxxxxxx who, being by me duly sworn, did deposx xxx xxx xxxx depose and say that he resides at MARICOPA COUNTY_________________; and did acknowledge and represent that he has had an opportunity to consult with attorneys and other advisers of his choosing regarding the Separation Agreement Release attached hereto, that he has reviewed all of the terms of the Separation Agreement Release and that he fully understands all of its provisions, including, without limitation, the general release and waiver set forth therein. /s/ LINDA M. LEE ---------------------- __________________ Notary Public Date: April 2, 0000:_____________
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