Other Understandings, Agreements, and Representations. A) Employee agrees that Employee's Imation employment will terminate effective ____________________. Employee further understands and agrees that Employee will not be eligible for and will not receive consideration, severance pay or benefits under any other group Income Assistance Pay Plan for which Employee might otherwise have been eligible. B) Employee understands that the term Imation, as used in this Agreement, includes: (1) its past, present, and future divisions, subsidiaries, affiliates successors and assigns, and their officers, directors, employees, agents, insurers and legal counsel; (2) any ERISA employee benefit plan sponsored by Imation, acting as plan administrator, fiduciary or party in interest with respect to such plan. Employee agrees that this Agreement binds Employee and also binds Employee's heirs, executors, administrators, assigns, agents, partners and successors in interest. C) Employee agrees that this Agreement and the payment of money and benefits to Employee by Imation is not an admission by Imation of any violation of Employee's rights or of any statutory or other legal obligation. D) Employee represents that no right, claim, or cause of action covered by this Agreement has been assigned or given to someone else. E) Employee represents that, except as provided in Section 5(iv) of the Amended and Restated Severance Agreement, Employee will not apply for or accept employment with Imation in any capacity. F) Except as set forth in Section 2.D.i Employee represents that Employee will keep the terms of this Agreement strictly confidential, except that Employee may tell Employee's spouse or domestic partner, legal counsel and tax advisor. In the event Employee chooses to communicate any information about the existence of the Agreement or any of its terms to Employee's spouse or domestic partner, legal counsel and/or accountant or investment advisor, Employee shall instruct such persons that information about the existence of the Agreement and its terms are confidential and that the spouse or domestic partner, legal counsel or accountant is not to disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, the information to any other party, entity, person (including any current or former employee of Imation), company, government agency, publication judicial authority. Employee may also disclose information regarding the Agreement (1) to the extent necessary to report the sum awarded to appropriate taxing authorities or (2) in response to any subpoena issued by a state or federal governmental agency or court of competent jurisdiction; provided, however, that notice of receipt of such order or subpoena shall be promptly communicated to Imation by telephone and in writing to General Counsel, Imation Legal Affairs, 0 Xxxxxxx Xxx, Xxxxxxx, Xxxxxxxxx 00000, telephone (000) 000-0000 so that Imation shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to any response to such order or subpoena. Any court reviewing a subpoena should be aware that part of the consideration for the Agreement is the agreement of Employee not to testify regarding the existence of the Agreement or any of its terms. G) This Agreement and the Amended and Restated Severance Agreement contain the entire understanding between Employee and Imation and supersedes all prior agreements and understandings relating to the subject matter of this Agreement. This Agreement shall not be modified, amended, or terminated except as provided in section 3.J. unless such modification, amendment, or termination is executed in writing by Employee and Imation. H) Employee agrees that Imation may use this Agreement to secure withdrawal of any federal, state, or local charge Employee might have filed or will file, that Employee will sign any document necessary to obtain the withdrawal of any such charge, and that Employee waives the right to receive monetary damages or other legal or equitable relief awarded by any governmental agency related to any such charge. I) Employee represents and certifies that Employee has twenty-one (21) days to consider whether to accept this Agreement and enter into this Release; review it before being asked to sign it; has read this Agreement carefully; has been given a fair opportunity to discuss and negotiate the terms of this Agreement; understands its provisions; has been advised to consult an attorney; has determined that it is in Employee's best interest to enter into this Agreement; has not been influenced to sign this Agreement by any statement or representation by Imation not contained in this Agreement; and enters into this Agreement knowingly and voluntarily. If Employee chooses to sign this Agreement before twenty-one (21) days have passed, Employee understands that it is their decision to execute the Agreement early and that Imation has made the full twenty-one (21) day period available for Employee to consider the Agreement. J) Employee understands that pursuant to the provisions of Minnesota Statutes ' 363.031, subd. 2, Employee may rescind this Agreement by notifying Imation of Employee's desire to do so in a writing delivered to Imation personally or by certified mail, return receipt requested, within fifteen (15) calendar days of Employee's execution of this Agreement. To be effective, such notice of rescission, if mailed, must be postmarked within the fifteen (15) day period and addressed as follows: Imation Corp.
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Samples: Severance and Change of Control Agreement (Imation Corp), Severance Agreement (Imation Corp)
Other Understandings, Agreements, and Representations. A) Employee agrees that Employee's Imation employment will terminate effective ____________________. Employee further understands and agrees that Employee will not be eligible for and will not receive consideration, severance pay or benefits under any other group Income Assistance Pay Plan for which Employee might otherwise have been eligible.
B) Employee understands that the term Imation, as used in this Agreement, includes: (1) its past, present, and future divisions, subsidiaries, affiliates successors and assigns, and their officers, directors, employees, agents, insurers and legal counsel; (2) any ERISA employee benefit plan sponsored by Imation, acting as plan administrator, fiduciary or party in interest with respect to such plan. 4.1 Employee agrees that this Agreement binds Employee and also binds Employee's ’s spouse, children, heirs, executors, administrators, assigns, agents, partners and partners, successors in interestinterest and all other persons and entities in privity with Employee.
C4.2 Employee agrees and represents that Employee will not make or cause to be made any derogatory, negative or disparaging statements, verbally, electronically, in writing or in any other form about Employer, its businesses or its employees, officers, directors, accountants, or legal counsel. Employer agrees and represents that Employer will not make or cause to be made any derogatory, negative or disparaging statements, verbally, electronically, in writing or in any other form about Employee. The parties may publicly state the following or words to this effect, which shall not be deemed a breach of this provision: “In view of the structural changes within the organization, Xx. Xxxxxxxx has resigned and will transition into a consulting role for the Company.”
4.3 Employee acknowledges that during the course of Employee’s employment with Employer, Employee had access to the trade secret, confidential and proprietary information of Employer, and Employee agrees Employee will not directly or indirectly divert or attempt to divert from Employer any business of any kind, including, without limitation, through the solicitation of, or interference with, any of its customers, clients, members, business partners or suppliers, by using such information. Nor shall Employee for a period of one year following the Effective Date encourage any employee(s) of Employer to leave their employment with Employer or solicit any current or former employee(s) of Employer for employment. Employee agrees that Employee will make any subsequent employer aware of this non-solicitation obligation.
4.4 Employee agrees to return all property in his possession on the Severance Date, including but not limited to, cars, keys, credit cards, passes and any other items deemed to be Employer property.
4.5 Employee acknowledges that: (a) Employee received this Agreement on May 27, 2014 (the “Receipt Date”); (b) Employee is hereby given twenty-one (21) days from the Receipt Date, i.e., until June 18, 2014 (the “Expiration Date”) to consider signing this Agreement -- and Employee may, but is not required to, sign the Agreement at any time before the Expiration Date; (c) Employee is advised to consult with an attorney before signing this Agreement; and (d) Employee has the right to revoke this Agreement for a period of seven (7) days after it is executed by Employee. If Employee does not sign the Agreement by the Expiration Date, this Agreement and the payment of money and benefits to Employee by Imation is not an admission by Imation of any violation of Employee's rights or of any statutory or other legal obligation.
D) Employee represents that no right, claim, or cause of action covered by this Agreement has been assigned or given to someone else.
E) Employee represents that, except as provided in Section 5(iv) of the Amended and Restated Severance Agreement, Employee will not apply for or accept employment with Imation in any capacity.
F) Except as offer set forth in Section 2.D.i Employee represents that Employee will keep herein are automatically revoked and withdrawn immediately after the terms Expiration Date. The “Effective Date” of this Agreement strictly confidentialshall be the eighth (8th) day after it has been signed by Employee, except provided that it has not been revoked by Employee may tell Employee's spouse or domestic partner, legal counsel and tax advisor. In the event Employee chooses to communicate any information about the existence of the Agreement or any of its terms to Employee's spouse or domestic partner, legal counsel and/or accountant or investment advisor, Employee shall instruct such persons that information about the existence of the Agreement and its terms are confidential and that the spouse or domestic partner, legal counsel or accountant is not to disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, the information to any other party, entity, person (including any current or former employee of Imation), company, government agency, publication judicial authority. Employee may also disclose information regarding the Agreement (1) prior to the extent necessary to report the sum awarded to appropriate taxing authorities Effective Date.
4.6 Employee agrees that, if any single section or (2) in response to any subpoena issued by a state clause of this Agreement should be found invalid or federal governmental agency or court of competent jurisdiction; providedunenforceable, however, that notice of receipt of such order or subpoena it shall be promptly communicated to Imation by telephone severed and the remaining sections and clauses enforced in writing to General Counsel, Imation Legal Affairs, 0 Xxxxxxx Xxx, Xxxxxxx, Xxxxxxxxx 00000, telephone (000) 000-0000 so that Imation shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to any response to such order or subpoena. Any court reviewing a subpoena should be aware that part accordance with the intent of the consideration for the Agreement is the agreement of Employee not to testify regarding the existence of the Agreement or any of its termsthis Agreement.
G) 4.7 This Agreement and the Amended and Restated Severance Agreement contain contains the entire understanding between Employee and Imation Employer and supersedes all prior agreements and understandings relating to the subject matter of this Agreement, including, but not limited to the Previous Release Agreement; provided, however, that any prior agreements related to restrictive covenants and/or arbitration shall remain in full force and effect. This Agreement shall not be modified, amended, amended or terminated except as provided in section 3.J. unless such modification, amendment, amendment or termination is executed in writing by Employee and Imationan authorized representative of Employer.
H) 4.8 Employee acknowledges that during the course of Employee’s employment with Employer, Employee had access to the confidential and proprietary information of Employer. Employee agrees that Imation may Employee will not disclose or use Employer’s confidential or proprietary information for the benefit of anyone else.
4.9 Nothing in this Agreement to secure withdrawal of shall be construed as an admission or any federal, state, liability or local charge Employee might have filed or will file, that Employee will sign any document necessary to obtain the withdrawal of any such charge, and that Employee waives the right to receive monetary damages or other legal or equitable relief awarded wrongdoing by any governmental agency related party to this Agreement. This Agreement shall not be construed against any party on the grounds that such chargeparty drafted the Agreement.
I) 4.10 Employee represents and certifies warranties that Employee Employee: (a) has twenty-one (21) days to consider whether to accept received a copy of this Agreement for review and enter into this Release; study and has had ample time to review it before being asked to sign itsigning; (b) has read this Agreement carefully; (c) has been given a fair opportunity to discuss and negotiate the terms of this Agreement; (d) understands its provisions; (e) understands that Employee has been advised the right to consult with an attorney; (f) has determined that it is in Employee's ’s best interest to enter into this Agreement; (g) has not been influenced to sign this Agreement by any statement or representation by Imation Employer not contained in this Agreement; and (h) enters into this Agreement knowingly and voluntarily. If Employee chooses to sign this Agreement before twenty-one (21) days have passed, Employee understands that it is their decision to execute the Agreement early and that Imation has made the full twenty-one (21) day period available for Employee to consider the Agreement.
J) Employee understands that pursuant to the provisions of Minnesota Statutes ' 363.0314.11 This Agreement may be brought into effect by pdf-email or facsimile signature, subd. 2, Employee may rescind this Agreement by notifying Imation of Employee's desire to do so in a writing delivered to Imation personally or by certified mail, return receipt requested, within fifteen (15) calendar days of Employee's execution of this Agreement. To which shall be effective, such notice of rescission, if mailed, must be postmarked within the fifteen (15) day period and addressed treated as follows: Imation Corp.an original.
Appears in 1 contract
Other Understandings, Agreements, and Representations. A) Employee agrees that Employee's Imation employment will terminate effective ____________________. Employee further understands and agrees that Employee will not be eligible for and will not receive consideration, severance pay or benefits under any other group Income Assistance Pay Plan for which Employee might otherwise have been eligible.
B) Employee understands that the term Imation, as used in this Agreement, includes: (1) its past, present, and future divisions, subsidiaries, affiliates successors and assigns, and their officers, directors, employees, agents, insurers and legal counsel; (2) any ERISA employee benefit plan sponsored by Imation, acting as plan administrator, fiduciary or party in interest with respect to such plan. 6.1 Employee agrees that this Agreement binds Employee and also binds Employee's ’s spouse, children, heirs, executors, administrators, assigns, agents, partners and partners, successors in interest, and all other persons and entities in privity with Employee.
C) 6.2 Employee agrees that this Agreement promises and the payment of money and benefits to Employee by Imation is not an admission by Imation of any violation of Employee's rights or of any statutory or other legal obligation.
D) Employee represents that no right, claim, or cause of action covered by this Agreement has been assigned or given to someone else.
E) Employee represents that, except as provided in Section 5(iv) of the Amended and Restated Severance Agreement, Employee will not apply for or accept employment with Imation in any capacity.
F) Except as set forth in Section 2.D.i Employee represents that Employee will keep the terms of this Agreement strictly confidential, except that Employee may tell Employee's spouse or domestic partner, legal counsel and tax advisor. In the event Employee chooses to communicate any information about the existence of the Agreement or any of its terms to Employee's spouse or domestic partner, legal counsel and/or accountant or investment advisor, Employee shall instruct such persons that information about the existence of the Agreement and its terms are confidential and that the spouse or domestic partner, legal counsel or accountant is not to disclose, disseminate disseminate, or publicize, or cause or permit to be disclosed, disseminated disseminated, or publicized, any of the information terms or existence of this Agreement, except (i) to advisors, attorneys, accountants, representatives or members of Employee’s immediate family, provided that any other party, entity, person individual to whom such disclosure is made agrees to abide by the terms of this Section 6.2; (including any current or former employee of Imation), company, government agency, publication judicial authority. Employee may also disclose information regarding the Agreement (1ii) to the extent necessary to report the sum awarded income to appropriate taxing authorities authorities; (iii) in response to an order or subpoena of a court of competent jurisdiction, so long as Employee provides notice to Company’s Legal Department immediately upon receipt of such order or subpoena; or (2iv) in response to any subpoena issued by a state or federal governmental agency or court of competent jurisdiction; providedagency, however, that so long as Employee provides notice of to Company’s Legal Department immediately upon receipt of such order subpoena.
6.3 Employee agrees not to disparage Company or subpoena individuals whom Employee knows are its or their officers, directors, employees, shareholders, agents or products, in any manner likely to be harmful to them or their business, business reputation or personal reputation. Company shall not, and it shall direct the executive officers and directors of Company to not, make public statements that disparage Employee in a manner likely to be promptly communicated harmful to Imation Employee’s business or personal reputation. The foregoing shall not be violated by telephone and truthful statements in writing to General Counsel, Imation Legal Affairs, 0 Xxxxxxx Xxx, Xxxxxxx, Xxxxxxxxx 00000, telephone (000) 000-0000 so that Imation shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to any response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such order proceedings), or subpoena. Any court reviewing a subpoena should be aware rebuttal of statements of others or normal competitive type of statements that part of the consideration for the Agreement is the agreement of Employee are not to testify regarding the existence of the Agreement or any of its termsderogatory in nature.
G6.4 Aside from electronic equipment previously provided to Employee, for which Company has provided written authorization for Employee to retain pursuant to Section 3.10, Employee acknowledges that he has returned to Company all property belonging to Company that Employee possesses or has possessed but has provided to a third party, including but not limited to, all equipment or other materials and all originals and copies of Company documents, files, memoranda, notes, computer-readable information (maintained on disk or in any other form) and video or tape recordings of any kind other than personal materials relating solely to Employee. Employee warrants and represents that Employee has not retained, distributed or caused to be distributed, and shall not retain, distribute or cause to be distributed, any original or duplicates of any such Company property specified in this Section 6.4.
6.5 This Agreement and the Amended and Restated Severance Agreement contain contains the entire understanding between Employee and Imation Company, except as modified by Section 6.6 below, and supersedes all prior agreements and understandings relating to the subject matter of this Agreement. This Agreement shall not be modified, amended, or terminated except as provided in section 3.J. unless such modification, amendment, or termination is executed in writing by Employee and Imationan authorized representative of Company.
H6.6 Notwithstanding anything to the contrary herein, this Agreement shall not alter or terminate Company’s obligations under any post-employment obligations previously agreed to by Company, including, but not limited to, Section 14 of the Employment Agreement. Further, notwithstanding anything to the contrary herein, this Agreement shall not alter or terminate any post-employment obligations previously agreed to by Employee, including, but not limited to, (i) Sections 4, 5, and 6 of the Employment Agreement and (ii) Section 9 of the Restricted Stock Agreement; provided, however, that in consideration of the Restrictive Covenant Payments, Employee agrees that Imation may use the applicable time period during which the covenants set forth in Section 5 of the Employment Agreement and the first and second paragraphs in Section 6 of the Employment Agreement shall be extended to the second anniversary of the Separation Date (the “Restrictive Covenants Extension”); provided further, that the parties agree that Section 6 of the Employment Agreement shall be modified such that the first sentence is deleted entirely and replaced with the following: “To further preserve the rights of the Company pursuant to the nondisclosure covenant discussed above, and for the consideration promised by the Company under this Agreement to secure withdrawal Agreement, during the Employee's employment with the Company and for a period of any federaltwo years thereafter, stateregardless of the reason for termination of employment, the Employee will not, directly or indirectly, as an owner, director, principal, agent, officer, employee, partner, consultant, servant, or local charge Employee might have filed otherwise, carry on, operate, manage, control, or will filebecome involved in any of the following companies or their affiliates: CBS Corporation; Cumulus Media, Inc.; Entercom Communications Corp.; any radio station group that Employee will sign has a similar audience reach of the foregoing listed companies; Pandora Media, Inc.; iTunes Radio; Spotify USA Inc.; Xxxxxx.xxx, Inc.; TuneIn; SiriusXM; any document necessary to obtain entity providing streaming radio services that has ten million or more unique subscribers; any radio syndicator that reaches over 50 million listeners; or any radio rep firms.”
6.7 Section 15 of the withdrawal of any such chargeEmployment Agreement, and that Employee waives the right to receive monetary damages or other legal or equitable relief awarded regarding arbitration, is incorporated by any governmental agency related to any such chargereference herein.
I) 6.8 Employee represents and certifies that Employee has may take up to twenty-one (21) days from date of receipt to consider decide whether to accept this Agreement Agreement. Employee may actually accept and enter into this Release; review it before being asked to sign it; has read this Agreement carefully; has been given a fair opportunity to discuss and negotiate the terms of this Agreement; understands its provisions; has been advised to consult an attorney; has determined that it is in Employee's best interest to enter into this Agreement; has not been influenced to sign this Agreement by at any statement or representation by Imation time within this 21-day period, but Employee is not contained in this Agreement; and enters into required to do so.
6.9 If Employee has not signed this Agreement knowingly within the 21-day period noted above and voluntarily. If Employee chooses delivered the signed agreement to sign Xxxxxxxx Xxxx, HR Services Director, Clear Channel Management Services, Inc., 00000 Xxxxx Xxx Xxxxxxx, Xxx Xxxxxxx, Xxxxx 00000, or via fax to (000) 000-0000, this Agreement before twenty-one is deemed revoked by Company.
6.10 Employee may revoke acceptance of this Agreement at any time within seven (217) days have passedafter executing the Agreement. Any revocation must be made in writing and delivered to Xxxxxxxx Xxxx, HR Services Director, Clear Channel Management Services, Inc., 00000 Xxxxx Xxx Xxxxxxx, Xxx Xxxxxxx, Xxxxx 00000, or via fax at (000) 000-0000. Employee understands that it is their decision to execute that, unless revoked as described above, upon expiration of the Agreement early and that Imation has made the full twenty-one seven (217) day period available for Employee to consider the Agreement.
J) Employee understands that pursuant to the provisions of Minnesota Statutes ' 363.031period, subd. 2, Employee may rescind this Agreement by notifying Imation of automatically shall take effect and become binding upon Employee's desire to do so in a writing delivered to Imation personally or by certified mail, return receipt requested, within fifteen (15) calendar days of Employee's execution of this Agreement. To be effective, such notice of rescission, if mailed, must be postmarked within the fifteen (15) day period and addressed as follows: Imation Corp..
Appears in 1 contract
Other Understandings, Agreements, and Representations. A) Employee agrees that Employee's ’s Imation employment will terminate effective _____________________ and such termination will be deemed to be a termination. Employee further understands and agrees that Employee will not be eligible for and will not receive consideration, severance pay or benefits under any other group Income Assistance Pay Plan for which Employee might otherwise have been eligible.
B) Employee understands that the term Imation, as used in this Agreement, includes: (1) its past, present, and future divisions, subsidiaries, affiliates successors and assigns, and their officers, directors, employees, agents, insurers and legal counsel; (2) any ERISA employee benefit plan sponsored by Imation, acting as plan administrator, fiduciary or party in interest with respect to such plan. Employee agrees that this Agreement binds Employee and also binds Employee's ’s heirs, executors, administrators, assigns, agents, partners and successors in interest.
C) Employee agrees that this Agreement and the payment of money and benefits to Employee by Imation is not an admission by Imation of any violation of Employee's ’s rights or of any statutory or other legal obligation.
D) Employee represents that no right, claim, or cause of action covered by this Agreement has been assigned or given to someone else.
E) Employee represents that, except as provided in Section 5(iv) of the Amended and Restated Severance Agreement, Employee will not apply for or accept employment with Imation in any capacity.
F) Except as set forth in Section 2.D.i Employee represents that Employee will keep the terms of this Agreement strictly confidential, except that Employee may tell Employee's spouse or domestic partner’s spouse, legal counsel and tax advisor. In the event Employee chooses to communicate any information about the existence of the Agreement or any of its terms to Employee's spouse or domestic partner’s spouse, legal counsel and/or accountant or investment advisor, Employee shall instruct such persons that information about the existence of the Agreement and its terms are confidential and that the spouse or domestic partnerspouse, legal counsel or accountant is not to disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, the information to any other party, entity, person (including any current or former employee of Imation), company, government agency, publication judicial authority. Employee may also disclose information regarding the Agreement (1) to the extent necessary to report the sum awarded to appropriate taxing authorities or (2) in response to any subpoena issued by a state or federal governmental agency or court of competent jurisdiction; provided, however, that notice of receipt of such order or subpoena shall be promptly communicated to Imation by telephone and in writing to General CounselDxxxx X. Xxxx, Imation Legal Affairs, 0 1 Xxxxxxx XxxXxxxx, Xxxxxxx, Xxxxxxxxx 00000, telephone (000) 000-0000 so that Imation shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to any response to such order or subpoena. Any court reviewing a subpoena should be aware that part of the consideration for the Agreement is the agreement of Employee not to testify regarding the existence of the Agreement or any of its terms.
G) This Agreement and the Amended and Restated Severance Agreement contain contains the entire understanding between Employee and Imation and supersedes all prior agreements and understandings relating to the subject matter of this Agreement. This Agreement shall not be modified, amended, or terminated except as provided in section 3.J. unless such modification, amendment, or termination is executed in writing by Employee and Imation.
H) Employee agrees that Imation may use this Agreement to secure withdrawal of any federal, state, or local charge Employee might have filed or will file, that Employee will sign any document necessary to obtain the withdrawal of any such charge, and that Employee waives the right to receive monetary damages or other legal or equitable relief awarded by any governmental agency related to any such charge.
I) Employee represents and certifies that Employee has twenty-one (21) days to consider whether to accept this Agreement and enter into this Release; review it before being asked to sign it; has read this Agreement carefully; has been given a fair opportunity to discuss and negotiate the terms of this Agreement; understands its provisions; has been advised to consult an attorney; has determined that it is in Employee's ’s best interest to enter into this Agreement; has not been influenced to sign this Agreement by any statement or representation by Imation not contained in this Agreement; and enters into this Agreement knowingly and voluntarily. If Employee chooses to sign this Agreement before twenty-one (21) days have passed, Employee understands that it is their decision to execute the Agreement early and that Imation has made the full twenty-one (21) day period available for Employee to consider the Agreement.
J) Employee understands that pursuant to the provisions of Minnesota Statutes ' ‘ 363.031, subd. 2, Employee may rescind this Agreement by notifying Imation of Employee's ’s desire to do so in a writing delivered to Imation personally or by certified mail, return receipt requested, within fifteen (15) calendar days of Employee's ’s execution of this Agreement. To be effective, such notice of rescission, if mailed, must be postmarked within the fifteen (15) day period and addressed as follows: Pxxxx Xxxxxxx Imation Corp.Corp. Legal Affairs 1 Xxxxxxx Xxxxx Xxxxxxx Xxxxxxxx 0X-00 Xxxxxxx, XX 00000
K) In case any part of this Agreement is held invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected in any way, it being intended that the provisions of this Agreement are severable, EXCEPT THAT, if paragraph 2 of this Agreement is held invalid, illegal, or unenforceable, this Agreement is voidable, and, if Employee seeks to void this Agreement, Employee understands and agrees that Employee will repay the total amount of consideration paid to Employee under this Agreement.
L) Any dispute arising between Employee and Imation under this Agreement will be submitted to final and binding arbitration in accordance with the rules of the American Arbitration Association before an arbitrator mutually selected by the parties. In the event that the parties cannot agree on an arbitrator, the parties agree to submit the dispute before an arbitrator selected by the Chief Judge of Rxxxxx County Court. The Arbitration shall be conducted in St. Pxxx, Minnesota and shall be final and binding on both parties. The expenses of the neutral arbitrator(s) and any court reporter shall be equally divided between Employee and Imation.
M) The agreement will be governed by and construed and interpreted according to the laws of the State of Minnesota.
Appears in 1 contract
Samples: Severance Agreement (Imation Corp)
Other Understandings, Agreements, and Representations. A) Employee agrees that Employee's ’s Imation employment will terminate effective ____________________. Employee further understands and agrees that Employee will not be eligible for and will not receive consideration, severance pay or benefits under any other group Income Assistance Pay Plan, Cash Balance Pension Plan or Excess Benefit Plan for which Employee might otherwise have been eligibleeligible or under Employee’s Employment Agreement dated May 13, 2004, amended March 6, 2006 which was terminated pursuant to the Employment Closure Agreement.
B) Employee understands that the term Imation, as used in this Agreement, includes: (1) its past, present, and future divisions, subsidiaries, affiliates successors and assigns, and their officers, directors, employees, agents, insurers and legal counsel; (2) any ERISA employee benefit plan sponsored by Imation, acting as plan administrator, fiduciary or party in interest with respect to such plan. Employee agrees that this Agreement binds Employee and also binds Employee's ’s heirs, executors, administrators, assigns, agents, partners and successors in interest.
C) Employee agrees that this Agreement and the payment of money and benefits to Employee by Imation is not an admission by Imation of any violation of Employee's ’s rights or of any statutory or other legal obligation.
D) Employee represents that no right, claim, or cause of action covered by this Agreement has been assigned or given to someone else.
E) Employee represents that, except as provided in Section 5(iv) of the Amended and Restated Severance Agreement, Employee will not apply for or accept employment with Imation in any capacity.
F) Except as set forth in Section 2.D.i Employee represents that Employee will keep the terms of this Agreement strictly confidential, except that Employee may tell Employee's spouse or domestic partner, legal counsel and tax advisor. In the event Employee chooses to communicate any information about the existence of the Agreement or any of its terms to Employee's spouse or domestic partner, legal counsel and/or accountant or investment advisor, Employee shall instruct such persons that information about the existence of the Agreement and its terms are confidential and that the spouse or domestic partner, legal counsel or accountant is not to disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, the information to any other party, entity, person (including any current or former employee of Imation), company, government agency, publication judicial authority. Employee may also disclose information regarding the Agreement (1) to the extent necessary to report the sum awarded to appropriate taxing authorities or (2) in response to any subpoena issued by a state or federal governmental agency or court of competent jurisdiction; provided, however, that notice of receipt of such order or subpoena shall be promptly communicated to Imation by telephone and in writing to General Counsel, Imation Legal Affairs, 0 Xxxxxxx Xxx, Xxxxxxx, Xxxxxxxxx 00000, telephone (000) 000-0000 so that Imation shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to any response to such order or subpoena. Any court reviewing a subpoena should be aware that part of the consideration for the Agreement is the agreement of Employee not to testify regarding the existence of the Agreement or any of its terms.
G) This Agreement and the Amended and Restated Severance Agreement contain contains the entire understanding between Employee and Imation and supersedes all prior agreements and understandings relating to the subject matter of this Agreement. This Agreement shall not be modified, amended, or terminated except as provided in section 3.J. 3.I. unless such modification, amendment, or termination is executed in writing by Employee and Imation.
HF) Employee agrees that Imation may use this Agreement to secure withdrawal of any federal, state, or local charge Employee might have filed or will file, that Employee will sign any document necessary to obtain the withdrawal of any such charge, and that Employee waives the right to receive monetary damages or other legal or equitable relief awarded by any governmental governmental. agency related to any such charge.
IG) Employee represents and certifies that Employee has twenty-one (21) days to consider whether to accept this Agreement and enter into this Release; review it before being asked to sign it; has read this Agreement carefully; has been given a fair opportunity to discuss and negotiate the terms of this Agreement; understands its provisions; has been advised to consult an attorney; has determined that it is in Employee's ’s best interest to enter into this Agreement; has not been influenced to sign this Agreement by any statement or representation by Imation not contained in this Agreement; and enters into this Agreement knowingly and voluntarily. If Employee chooses to sign this Agreement before twenty-one (21) days have passed, Employee understands that it is their decision to execute the Agreement early and that Imation has made the full twenty-one (21) day period available for Employee to consider the Agreement.
JH) Employee understands that pursuant to the provisions of Minnesota Statutes ' ‘ 363.031, subd. 2, Employee may rescind this Agreement by notifying Imation of Employee's ’s desire to do so in a writing delivered to Imation personally or by certified mail, return receipt requested, within fifteen (15) calendar days of Employee's ’s execution of this Agreement. To be effective, such notice of rescission, if mailed, must be postmarked within the fifteen (15) day period and addressed as follows: Imation Corp.Corp. 1 Imation Way Discovery 2D-04 Oxxxxxx, XX 00000 Attn: General Counsel
I) In case any part of this Agreement is held invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected in any way, it being intended that the provisions of this Agreement are severable, EXCEPT THAT, if paragraph 2 of this Agreement is held invalid, illegal, or unenforceable, this Agreement is voidable, and, if Employee seeks to void this Agreement, Employee understands and agrees that Employee will repay the total amount of consideration paid to Employee under this Agreement.
J) Any dispute arising between Employee and Imation under this Agreement will be submitted to final and binding arbitration in accordance with the rules of the American Arbitration Association before an arbitrator mutually selected by the parties. In the event that the parties cannot agree on an arbitrator, the parties agree to submit the dispute before an arbitrator selected by the Chief Judge of Rxxxxx County Court. The Arbitration shall be conducted in St. Pxxx, Minnesota and shall be final and binding on both parties. The expenses of the neutral arbitrator(s) and any court reporter shall be equally divided between Employee and Imation.
K) The agreement will be governed by and construed and interpreted according to the laws of the State of Minnesota.
Appears in 1 contract
Other Understandings, Agreements, and Representations. A) Employee agrees that Employee's Imation employment will terminate effective ____________________. Employee further understands and agrees that Employee will not be eligible for and will not receive consideration, severance pay or benefits under any other group Income Assistance Pay Plan for which Employee might otherwise have been eligible.
B) Employee understands that the term Imation, as used in this Agreement, includes: (1) its past, present, and future divisions, subsidiaries, affiliates successors and assigns, and their officers, directors, employees, agents, insurers and legal counsel; (2) any ERISA employee benefit plan sponsored by Imation, acting as plan administrator, fiduciary or party in interest with respect to such plan. Employee agrees that this Agreement binds Employee and also binds Employee's heirs, executors, administrators, assigns, agents, partners and successors in interest.
C) Employee agrees that this Agreement and the payment of money and benefits to Employee by Imation is not an admission by Imation of any violation of Employee's rights or of any statutory or other legal obligation.
D) Employee represents that no right, claim, or cause of action covered by this Agreement has been assigned or given to someone else.
E) Employee represents that, except as provided in Section 5(iv) of the Amended and Restated Severance Agreement, Employee will not apply for or accept employment with Imation in any capacity.
F) Except as set forth in Section 2.D.i Employee represents that Employee will keep the terms of this Agreement strictly confidential, except that Employee may tell Employee's spouse or domestic partner, legal counsel and tax advisor. In the event Employee chooses to communicate any information about the existence of the Agreement or any of its terms to Employee's spouse or domestic partner, legal counsel and/or accountant or investment advisor, Employee shall instruct such persons that information about the existence of the Agreement and its terms are confidential and that the spouse or domestic partner, legal counsel or accountant is not to disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, the information to any other party, entity, person (including any current or former employee of Imation), company, government agency, publication judicial authority. Employee may also disclose information regarding the Agreement (1) to the extent necessary to report the sum awarded to appropriate taxing authorities or (2) in response to any subpoena issued by a state or federal governmental agency or court of competent jurisdiction; provided, however, that notice of receipt of such order or subpoena shall be promptly communicated to Imation by telephone and in writing to General Counsel, Imation Legal Affairs, 0 Xxxxxxx Xxx, Xxxxxxx, Xxxxxxxxx 00000, telephone (000) 000-0000 so that Imation shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to any response to such order or subpoena. Any court reviewing a subpoena should be aware that part of the consideration for the Agreement is the agreement of Employee not to testify regarding the existence of the Agreement or any of its terms.
G) This Agreement and the Amended and Restated Severance Agreement contain the entire understanding between Employee and Imation and supersedes all prior agreements and understandings relating to the subject matter of this Agreement. This Agreement shall not be modified, amended, or terminated except as provided in section 3.J. unless such modification, amendment, or termination is executed in writing by Employee and Imation.
H) Employee agrees that Imation may use this Agreement to secure withdrawal of any federal, state, or local charge Employee might have filed or will file, that Employee will sign any document necessary to obtain the withdrawal of any such charge, and that Employee waives the right to receive monetary damages or other legal or equitable relief awarded by any governmental agency related to any such charge.
I1) Employee represents and certifies that Employee has twenty-one (21) days to consider whether to accept this Agreement and enter into this Release; review it before being asked to sign it; has read this Agreement carefully; has been given a fair opportunity to discuss and negotiate the terms of this Agreement; understands its provisions; has been advised to consult an attorney; has determined that it is in Employee's best interest to enter into this Agreement; has not been influenced to sign this Agreement by any statement or representation by Imation not contained in this Agreement; and enters into this Agreement knowingly and voluntarily. If Employee chooses to sign this Agreement before twenty-one (21) days have passed, Employee understands that it is their decision to execute the Agreement early and that Imation has made the full twenty-one (21) day period available for Employee to consider the Agreement.
J) Employee understands that pursuant to the provisions of Minnesota Statutes ' 363.031, subd. 2, Employee may rescind this Agreement by notifying Imation of Employee's desire to do so in a writing delivered to Imation personally or by certified mail, return receipt requested, within fifteen (15) calendar days of Employee's execution of this Agreement. To be effective, such notice of rescission, if mailed, must be postmarked within the fifteen (15) day period and addressed as follows: Imation Corp.
Appears in 1 contract
Samples: Severance Agreement (Imation Corp)
Other Understandings, Agreements, and Representations. A) Employee agrees that Employee's Imation employment will terminate effective ____________________A. Mx. Employee further Xxxxxxx understands and agrees that Employee Mx. Xxxxxxx will not be eligible for and will not receive consideration, severance pay or benefits under the Severance Agreement by and between Mx. Xxxxxxx and Imation, dated August 7, 2002, and any other group Income Assistance Pay Plan for which Employee Mx. Xxxxxxx might otherwise have been eligible.
B) Employee B. Mx. Xxxxxxx understands that the term “Imation”, as used in this Agreement, includes: (1i) its past, present, and future divisions, subsidiaries, affiliates affiliates, successors and assignsassigns of Imation Corp., and their the respective officers, directors, employees, agents, insurers and legal counselcounsel of Imation Corp. and of such past, present and future divisions, subsidiaries, affiliates, successors and assigns of Imation Corp.; (2ii) any ERISA employee benefit plan sponsored by Imation, acting as plan administrator, fiduciary or party in interest with respect to such plan. Employee Mx. Xxxxxxx agrees that this Agreement binds Employee Mx. Xxxxxxx and also binds Employee's Mx. Xxxxxxx’x heirs, executors, administrators, assigns, agents, partners and successors in interest.
C) Employee C. Mx. Xxxxxxx agrees that this Agreement and the payment of money and benefits to Employee Mx. Xxxxxxx by Imation is not an admission by Imation of any violation of Employee's Mx. Xxxxxxx’x rights or of any statutory or other legal obligation.
D) Employee D. Mx. Xxxxxxx represents that no right, claim, or cause of action covered by this Agreement has been assigned or given to someone else.
E) Employee E. Mx. Xxxxxxx represents that, except as provided in Section 5(iv) of the Amended and Restated Severance Agreement, Employee that Mx. Xxxxxxx will not apply for or accept employment with Imation in any capacity, except as approved in writing in advance by Imation’s Board of Directors.
F) Except as set forth F. Nothing in Section 2.D.i Employee represents that Employee will keep the terms of this Agreement strictly confidential, except that Employee shall be deemed to terminate or reduce in any way any right Mx. Xxxxxxx may tell Employee's spouse or domestic partner, legal counsel and tax advisor. In have to indemnification from Imation under the event Employee chooses to communicate any information about the existence provisions of the Agreement Delaware General Corporation Law and the Company’s Restated Certificate of Incorporation and Bylaws, each as in effect on the Separation Date, for acts, omissions or any of its terms events that occurred or are alleged to Employee's spouse or domestic partner, legal counsel and/or accountant or investment advisor, Employee shall instruct such persons that information about the existence of the Agreement and its terms are confidential and that the spouse or domestic partner, legal counsel or accountant is not to disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, the information to any other party, entity, person (including any current or former employee of Imation), company, government agency, publication judicial authority. Employee may also disclose information regarding the Agreement (1) have occurred prior to the extent necessary to report the sum awarded to appropriate taxing authorities or (2) in response to any subpoena issued by a state or federal governmental agency or court of competent jurisdiction; provided, however, that notice of receipt of such order or subpoena shall be promptly communicated to Imation by telephone and in writing to General Counsel, Imation Legal Affairs, 0 Xxxxxxx Xxx, Xxxxxxx, Xxxxxxxxx 00000, telephone (000) 000-0000 so that Imation shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to any response to such order or subpoena. Any court reviewing a subpoena should be aware that part of the consideration for the Agreement is the agreement of Employee not to testify regarding the existence of the Agreement or any of its termsSeparation Date.
G) G. This Agreement and the Amended and Restated Severance Agreement contain contains the entire understanding between Employee Mx. Xxxxxxx and Imation and supersedes all prior agreements and understandings relating to the subject matter of this Agreement. This Agreement shall not be modified, amended, or terminated except as provided in section 3.J. 3.J of this Agreement unless such modification, amendment, or termination is executed in writing by Employee Mx. Xxxxxxx and Imation.
H) Employee H. Mx. Xxxxxxx agrees that Imation may use this Agreement to secure withdrawal of any federal, state, or local charge Employee Mx. Xxxxxxx might have filed or will file, that Employee Mx. Xxxxxxx will sign any document necessary to obtain the withdrawal of any such charge, and that Employee Mx. Xxxxxxx waives the right to receive monetary damages or other legal or equitable relief awarded by any governmental agency related to any such charge.
I) Employee I. Mx. Xxxxxxx represents and certifies that Employee Mx. Xxxxxxx has twenty-one (212l) days to consider whether to accept this Agreement and enter into this ReleaseAgreement; review it before being asked to sign it; has read this Agreement carefully; has been given a fair opportunity to discuss and negotiate the terms of this Agreement; understands its provisions; has been advised to consult an attorney; has determined that it is in Employee's Mx. Xxxxxxx’x best interest to enter into this Agreement; has not been influenced to sign this Agreement by any statement or representation by Imation not contained in this Agreement; and enters into this Agreement knowingly and voluntarily. If Employee Mx. Xxxxxxx chooses to sign this Agreement before twenty-one (21) days have passed, Employee Mx. Xxxxxxx understands that it is their his decision to execute the this Agreement early and that Imation has made the full twenty-one (21) day period available for Employee Mx. Xxxxxxx to consider the this Agreement.
J) Employee J. Mx. Xxxxxxx understands that pursuant to the provisions of Minnesota Statutes ' §363.031, subd. subdivision 2, Employee Mx. Xxxxxxx may rescind this Agreement by notifying Imation of Employee's Mx. Xxxxxxx’x desire to do so in a writing delivered to Imation personally or by certified mail, return receipt requested, within fifteen (15) calendar days of Employee's Mx. Xxxxxxx’x execution of this Agreement. To be effective, such notice of rescission, if mailed, must be postmarked within the fifteen (15) day period and addressed as follows: Pxxxx Xxxxxxx Imation Corp.Corp. Legal Affairs One Imation Place Pioneer Building 1S-14 Oxxxxxx, XX 00000
K. In case any part of this Agreement is held invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected in any way, it being intended that the provisions of this Agreement are severable, EXCEPT THAT, if paragraph 2 of this Agreement is held invalid, illegal, or unenforceable, this Agreement is voidable, and, if Mx. Xxxxxxx seeks to void this Agreement, Mx. Xxxxxxx understands and agrees that Mx. Xxxxxxx will repay the total amount of consideration paid to Mx. Xxxxxxx under this Agreement.
L. Any dispute arising between Mx. Xxxxxxx and Imation under this Agreement will be submitted to final and binding arbitration in accordance with the rules of the American Arbitration Association before an arbitrator mutually selected by the parties. In the event that the parties cannot agree on an arbitrator, the parties agree to submit the dispute before an arbitrator selected by the Chief Judge of Rxxxxx County Court. The Arbitration shall be conducted in St. Pxxx, Minnesota and shall be final and binding on both parties. The expenses of the neutral arbitrator(s) and any court reporter shall be equally divided between Mx. Xxxxxxx and Imation.
M. The parties hereby acknowledge and covenant that for the purposes of this Agreement, Mx. Xxxxxxx is an independent contractor and will act exclusively as an independent contractor and not as an employee of Imation in performing the duties assigned hereunder.
N. This Agreement will be governed by and construed and interpreted according to the laws of the State of Minnesota.
Appears in 1 contract
Samples: Separation Agreement (Imation Corp)
Other Understandings, Agreements, and Representations. A) Employee agrees that Employee's ’s Imation employment will terminate effective ____________________. Employee further understands and agrees that Employee will not be eligible for and will not receive consideration, severance pay or benefits under any other group Income Assistance Pay Plan for which Employee might otherwise have been eligible.
B) Employee understands that the term Imation, as used in this Agreement, includes: (1) its past, present, and future divisions, subsidiaries, affiliates successors and assigns, and their officers, directors, employees, agents, insurers and legal counsel; (2) any ERISA employee benefit plan sponsored by Imation, acting as plan administrator, fiduciary or party in interest with respect to such plan. Employee agrees that this Agreement binds Employee and also binds Employee's ’s heirs, executors, administrators, assigns, agents, partners and successors in interest.
C) Employee agrees that this Agreement and the payment of money and benefits to Employee by Imation is not an admission by Imation of any violation of Employee's ’s rights or of any statutory or other legal obligation.
D) Employee represents that no right, claim, or cause of action covered by this Agreement has been assigned or given to someone else.
E) Employee represents that, except as provided in Section 5(iv) of the Amended and Restated Severance Agreement, Employee will not apply for or accept employment with Imation in any capacity.
F) Except as set forth in Section 2.D.i Employee represents that Employee will keep the terms of this Agreement strictly confidential, except that Employee may tell Employee's ’s spouse or domestic partner, legal counsel and tax advisor. In the event Employee chooses to communicate any information about the existence of the Agreement or any of its terms to Employee's ’s spouse or domestic partner, legal counsel and/or accountant or investment advisor, Employee shall instruct such persons that information about the existence of the Agreement and its terms are confidential and that the spouse or domestic partner, legal counsel or accountant is not to disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, the information to any other party, entity, person (including any current or former employee of Imation), company, government agency, publication judicial authority. Employee may also disclose information regarding the Agreement (1) to the extent necessary to report the sum awarded to appropriate taxing authorities or (2) in response to any subpoena issued by a state or federal governmental agency or court of competent jurisdiction; provided, however, that notice of receipt of such order or subpoena shall be promptly communicated to Imation by telephone and in writing to General Counsel, Imation Legal Affairs, 0 Xxxxxxx Xxx, Xxxxxxx, Xxxxxxxxx 00000, telephone (000) 000-0000 so that Imation shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to any response to such order or subpoena. Any court reviewing a subpoena should be aware that part of the consideration for the Agreement is the agreement of Employee not to testify regarding the existence of the Agreement or any of its terms.
G) This Agreement and the Amended and Restated Severance Agreement contain the entire understanding between Employee and Imation and supersedes all prior agreements and understandings relating to the subject matter of this Agreement. This Agreement shall not be modified, amended, or terminated except as provided in section 3.J. unless such modification, amendment, or termination is executed in writing by Employee and Imation.
H) Employee agrees that Imation may use this Agreement to secure withdrawal of any federal, state, or local charge Employee might have filed or will file, that Employee will sign any document necessary to obtain the withdrawal of any such charge, and that Employee waives the right to receive monetary damages or other legal or equitable relief awarded by any governmental agency related to any such charge.
I1) Employee represents and certifies that Employee has twenty-one (21) days to consider whether to accept this Agreement and enter into this Release; review it before being asked to sign it; has read this Agreement carefully; has been given a fair opportunity to discuss and negotiate the terms of this Agreement; understands its provisions; has been advised to consult an attorney; has determined that it is in Employee's ’s best interest to enter into this Agreement; has not been influenced to sign this Agreement by any statement or representation by Imation not contained in this Agreement; and enters into this Agreement knowingly and voluntarily. If Employee chooses to sign this Agreement before twenty-one (21) days have passed, Employee understands that it is their decision to execute the Agreement early and that Imation has made the full twenty-one (21) day period available for Employee to consider the Agreement.
J) Employee understands that pursuant to the provisions of Minnesota Statutes ' 363.031, subd. 2, Employee may rescind this Agreement by notifying Imation of Employee's desire to do so in a writing delivered to Imation personally or by certified mail, return receipt requested, within fifteen (15) calendar days of Employee's execution of this Agreement. To be effective, such notice of rescission, if mailed, must be postmarked within the fifteen (15) day period and addressed as follows: Imation Corp.
Appears in 1 contract
Samples: Severance Agreement (Imation Corp)
Other Understandings, Agreements, and Representations. A) Employee agrees that Employee's Imation employment will terminate effective ____________________. Employee further understands and agrees that Employee will not be eligible for and will not receive consideration, severance pay or benefits under any other group Income Assistance Pay Plan for which Employee might otherwise have been eligible.
B) Employee understands that the term Imation, as used in this Agreement, includes: (1) its past, present, and future divisions, subsidiaries, affiliates successors and assigns, and their officers, directors, employees, agents, insurers and legal counsel; (2) any ERISA employee benefit plan sponsored by Imation, acting as plan administrator, fiduciary or party in interest with respect to such plan. 4.1 Employee agrees that this Agreement binds Employee and also binds Employee's ’s spouse, children, heirs, executors, administrators, assigns, agents, partners and partners, successors in interest, and all other persons and entities in privity with Employee.
C) 4.2 Employee agrees that this Agreement promises and the payment of money and benefits to Employee by Imation is not an admission by Imation of any violation of Employee's rights or of any statutory or other legal obligation.
D) Employee represents that no right, claim, or cause of action covered by this Agreement has been assigned or given to someone else.
E) Employee represents that, except as provided in Section 5(iv) of the Amended and Restated Severance Agreement, Employee will not apply for or accept employment with Imation in any capacity.
F) Except as set forth in Section 2.D.i Employee represents that Employee will keep the terms of this Agreement strictly confidential, except that Employee may tell Employee's spouse or domestic partner, legal counsel and tax advisor. In the event Employee chooses to communicate any information about the existence of the Agreement or any of its terms to Employee's spouse or domestic partner, legal counsel and/or accountant or investment advisor, Employee shall instruct such persons that information about the existence of the Agreement and its terms are confidential and that the spouse or domestic partner, legal counsel or accountant is not to disclose, disseminate disseminate, or publicize, or cause or permit to be disclosed, disseminated disseminated, or publicized, any of the information terms or existence of this Agreement, except (i) to advisors, attorneys, accountants, representatives or members of Employee’s immediate family, provided that any other party, entity, person individual to whom such disclosure is made agrees to abide by the terms of this Section; (including any current or former employee of Imation), company, government agency, publication judicial authority. Employee may also disclose information regarding the Agreement (1ii) to the extent necessary to report the sum awarded income to appropriate taxing authorities authorities; (iii) in response to an order or subpoena of a court of competent jurisdiction, so long as Employee provides notice to Company’s Legal Department immediately upon receipt of such order or subpoena; or (2iv) in response to any subpoena issued by a state or federal governmental agency agency, so long as Employee provides notice to Company’s Legal Department immediately upon receipt of such subpoena.
4.3 Employee promises and represents that Employee will not make or cause to be made any derogatory, negative or disparaging statements, either written or verbal, about Company.
4.4 During the course of employment, Company provided Employee with confidential and proprietary information of Company. This confidential information includes, but is not limited to, Company’s operational, programming, training/employee development, engineering information, sales information, customer lists, business and employment contracts, representation agreements, pricing and ratings information, production and cost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information Company treats as confidential or proprietary. Employee agrees that Employee will not disclose or use Company’s confidential or proprietary information. Employee shall immediately provide notice to Company’s Legal Department if Employee is required by valid legal process to disclose Company’s confidential or proprietary information. Employee understands that Company may seek from a court of competent jurisdiction; provided, however, that notice of receipt of jurisdiction an injunction to prohibit such order or subpoena shall be promptly communicated to Imation by telephone and in writing to General Counsel, Imation Legal Affairs, 0 Xxxxxxx Xxx, Xxxxxxx, Xxxxxxxxx 00000, telephone (000) 000-0000 so that Imation shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to any response to such order or subpoena. Any court reviewing a subpoena should be aware that part of the consideration for the Agreement is the agreement of Employee not to testify regarding the existence of the Agreement or any of its termsdisclosure.
G4.5 Aside from electronic equipment previously provided to Employee, which Company has allowed Employee to retain, Employee acknowledges that he has returned to Company all property belonging to Company that the Employee possesses or has possessed but has provided to a third party, including but not limited to, all equipment or other materials and all originals and copies of Company documents, files, memoranda, notes, computer-readable information (maintained on disk or in any other form) and video or tape recordings of any kind other than personal materials relating solely to the Employee. Employee warrants and represents that Employee has not retained, distributed or caused to be distributed, and shall not retain, distribute or cause to be distributed, any original or duplicates of any such Company property specified in this Section.
4.6 This Agreement and the Amended and Restated Severance Agreement contain contains the entire understanding between Employee and Imation Company, except as modified by Section 4.7 below, and supersedes all prior agreements and understandings relating to the subject matter of this Agreement. This Agreement shall not be modified, amended, or terminated except as provided in section 3.J. unless such modification, amendment, or termination is executed in writing by Employee and Imationan authorized representative of Company.
H4.7 Notwithstanding anything to the contrary herein, this Agreement shall not alter or terminate (i) that certain Indemnification Agreement, dated as of September 5, 2012 between Employee and Clear Channel Outdoor Holdings, Inc., a Delaware corporation, or (ii) any post-employment obligations previously agreed to by Employee, including, but not limited to, the following terms of the Employment Agreement: nondisclosure of Confidential Information, non-hire of company employees (18 months), non-solicitation of clients (18 months), non-competition (18 months), employment by competitor or rehire by Company, use of name and likeness, ownership of materials, litigation and regulatory cooperation, arbitration, and miscellaneous – confidentiality, which Employee agrees shall survive the termination of Employee’s employment.
4.8 Any disputes that Imation may use relate in any way to the provisions of this Agreement shall be resolved by binding arbitration. Such disputes include, without limitation, disputes arising out of or relating to secure withdrawal interpretation or application of this Agreement, including the enforceability, revocability or validity of the Agreement or any federalportion of the Agreement. The Arbitrator shall be selected by mutual agreement of the Company and the Employee. Unless the Employee and Company mutually agree otherwise, statethe Arbitrator shall be an attorney licensed to practice in the location where the arbitration proceeding will be conducted or a retired federal or state judicial officer who presided in the jurisdiction where the arbitration will be conducted. If for any reason the parties cannot agree to an Arbitrator, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral Arbitrator. The court shall then appoint an Arbitrator, who shall act under this Agreement with the same force and effect as if the parties had selected the Arbitrator by mutual agreement. The location of the arbitration proceeding shall be no more than forty-five (45) miles from the place where the Employee last worked for the Company, unless each party to the arbitration agrees in writing otherwise. A demand for arbitration must be in writing and delivered by hand or local charge Employee might first class mail to the other party within the applicable statute of limitations period. Any demand for arbitration made to the Company shall be provided to the Company’s Legal Department, 000 Xxxx Xxxxx Xxxx, Xxx Xxxxxxx, Xxxxx 00000. The Arbitrator shall resolve all disputes regarding the timeliness or propriety of the demand for arbitration. In arbitration, the parties will have filed or will file, that Employee will sign any document necessary to obtain the withdrawal of any such charge, and that Employee waives the right to receive monetary damages conduct adequate civil discovery, bring dispositive motions, and present witnesses and evidence as needed to present their cases and defenses, and any disputes in this regard shall be resolved by the Arbitrator. However, there will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective or representative action or as a class member in any purported class, collective action or representative proceeding (“Class Action Waiver”). Notwithstanding any other legal clause contained in this Agreement, the preceding sentence shall not be severable from this Agreement in any case in which the dispute to be arbitrated is brought as a class, collective or equitable relief awarded representative action. Although an Employee will not be retaliated against as a result of Employee’s exercising his or her rights under Section 7 of the National Labor Relations Act by the filing of or participation in a class, collective or representative action in any governmental agency related forum, the Company may lawfully seek enforcement of this Agreement and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class, collective or representative actions or claims. Notwithstanding any other clause contained in this Agreement, any claim that all or part of the Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. Each party will pay the fees for his, her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. However, in all cases where required by law, the Company will pay the Arbitrator’s and arbitration fees. If under applicable law the Company is not required to pay all of the Arbitrator’s and/or arbitration fees, such chargefee(s) will be apportioned between the parties by the Arbitrator in accordance with applicable law. Within thirty (30) days of the close of the arbitration hearing, any party will have the right to prepare, serve on the other party and file with the Arbitrator a brief. The Arbitrator may award any party any remedy to which that party is entitled under applicable law, but such remedies shall be limited to those that would be available to a party in a court of law for the claims presented to and decided by the Arbitrator. The Arbitrator will issue a decision or award in writing, stating the essential findings of fact and conclusions of law. Except as may be permitted or required by law, neither a party nor an Arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties. A court of competent jurisdiction shall have the authority to enter a judgment upon the award made pursuant to the arbitration. Subject to the provisions of Section 4.14 herein, a party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such provisional relief.
I) 4.9 Employee represents and certifies that Employee has may take up to twenty-one (21) days from date of receipt to consider decide whether to accept this Agreement Agreement. Employee may actually accept and enter into this Release; review it before being asked to sign it; has read this Agreement carefully; has been given a fair opportunity to discuss and negotiate the terms of this Agreement; understands its provisions; has been advised to consult an attorney; has determined that it is in Employee's best interest to enter into this Agreement; has not been influenced to sign this Agreement by at any statement or representation by Imation time within this 21-day period, but Employee is not contained in this Agreement; and enters into required to do so.
4.10 If Employee has not signed this Agreement knowingly within the 21-day period noted above and voluntarily. If Employee chooses delivered the signed agreement to sign Xxxxxxxx Xxxx, HR Services Director, Clear Channel Management Services, Inc., 00000 Xxxxx Xxx Xxxxxxx, Xxx Xxxxxxx, Xxxxx 00000, or via fax to (000) 000-0000, this Agreement before twenty-one is deemed revoked by Company.
4.11 Employee may revoke acceptance of this Agreement at any time within seven (217) days have passedafter executing the Agreement. Any revocation must be made in writing and delivered to Xxxxxxxx Xxxx, HR Services Director, Clear Channel Management Services, Inc., 00000 Xxxxx Xxx Xxxxxxx, Xxx Xxxxxxx, Xxxxx 00000, or via fax at (000) 000-0000. Employee understands that it is their decision to execute that, unless revoked as described above, upon expiration of the Agreement early and that Imation has made the full twenty-one seven (217) day period available for Employee to consider the Agreement.
J) Employee understands that pursuant to the provisions of Minnesota Statutes ' 363.031period, subd. 2, Employee may rescind this Agreement by notifying Imation of automatically shall take effect and become binding upon Employee's desire to do so in a writing delivered to Imation personally or by certified mail, return receipt requested, within fifteen (15) calendar days of Employee's execution of this Agreement. To be effective, such notice of rescission, if mailed, must be postmarked within the fifteen (15) day period and addressed as follows: Imation Corp..
Appears in 1 contract
Other Understandings, Agreements, and Representations. A) Employee agrees that Employee's Imation employment will terminate effective ____________________. Employee further understands and agrees that Employee will not be eligible for and will not receive consideration, severance pay or benefits under any other group Income Assistance Pay Plan for which Employee might otherwise have been eligible.
B) Employee understands that the term Imation, as used in this Agreement, includes: (1) its past, present, and future divisions, subsidiaries, affiliates successors and assigns, and their officers, directors, employees, agents, insurers and legal counsel; (2) any ERISA employee benefit plan sponsored by Imation, acting as plan administrator, fiduciary or party in interest with respect to such plan. 3.1 Employee agrees that this Agreement binds Employee and also binds Employee's ’s spouse, children, heirs, executors, administrators, assigns, agents, partners and partners, successors in interest.
C) Employee interest and all other persons and entities in privity with Employee. Employer agrees that this Agreement binds Employer and also binds Employer’s affiliates, subsidiaries, predecessors, successors, assigns, officers, directors and all other persons and entities in privity with Employer.
3.2 Each party agrees and represents that he or it will not make or cause to be made any derogatory, negative or disparaging statements, verbally, electronically, in writing or in any other form about the payment other (and, in the case of money and benefits to the Employer, its businesses or its employees).
3.3 Employee by Imation is not an admission by Imation of any violation acknowledges that during the course of Employee's rights or ’s employment with Employer, Employee had access to the confidential and proprietary information of any statutory or other legal obligation.
DEmployer. Employee therefore agrees that for one (1) Employee represents that no right, claim, or cause year following the Effective Date of action covered by this Agreement has been assigned or given to someone else.
E) Employee represents that, except as provided in Section 5(iv) of the Amended and Restated Severance Agreement, Employee will not apply for directly or accept indirectly, ask or encourage any employee(s) of Employer to leave their employment with Imation in Employer or solicit any capacity.
Fcurrent employee(s) Except as set forth in Section 2.D.i of Employer for employment. Employee represents agrees that Employee will keep make any subsequent employer aware of this non-solicitation obligation.
3.4 Employee acknowledges that: (a) Employee received this Agreement on January 18, 2007 (the terms “Receipt Date”); and (b) Employee is hereby given ten (10) days from the Receipt Date (January 28, 2007) (the “Expiration Date”) to consider signing this Agreement (and Employee may, but is not required to, sign the Agreement at any time prior to the Expiration Date). The “Effective Date” of this Agreement strictly confidential, except that Employee may tell Employee's spouse or domestic partner, legal counsel and tax advisor. In the event Employee chooses to communicate any information about the existence of the Agreement or any of its terms to Employee's spouse or domestic partner, legal counsel and/or accountant or investment advisor, Employee shall instruct such persons that information about the existence of the Agreement and its terms are confidential and that the spouse or domestic partner, legal counsel or accountant is not to disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, the information to any other party, entity, person (including any current or former employee of Imation), company, government agency, publication judicial authority. Employee may also disclose information regarding the Agreement (1) to the extent necessary to report the sum awarded to appropriate taxing authorities or (2) in response to any subpoena issued by a state or federal governmental agency or court of competent jurisdiction; provided, however, that notice of receipt of such order or subpoena shall be promptly communicated to Imation the date on which it is signed by telephone and in writing to General CounselEmployee.
3.5 Each party agrees that, Imation Legal Affairs, 0 Xxxxxxx Xxx, Xxxxxxx, Xxxxxxxxx 00000, telephone (000) 000-0000 so that Imation shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to if any response to such order single section or subpoena. Any court reviewing a subpoena clause of this Agreement should be aware that part found invalid or unenforceable, it shall be severed and the remaining sections and clauses enforced in accordance with the intent of the consideration for the Agreement is the agreement of Employee not to testify regarding the existence of the Agreement or any of its termsthis Agreement.
G) 3.6 This Agreement and the Amended and Restated Severance Agreement contain contains the entire understanding between Employee and Imation Employer and supersedes all prior agreements and understandings relating to the subject matter of this Agreement; provided, however, that any prior written agreements related to restrictive covenants and/or arbitration shall remain in full force and effect. This Agreement shall not be modified, amended, amended or terminated except as provided in section 3.J. unless such modification, amendment, amendment or termination is executed in writing by Employee and Imationan authorized representative of Employer.
H) 3.7 Employee acknowledges that during the course of Employee’s employment with Employer, Employee had access to the confidential and proprietary information of Employer. This confidential information includes sales lists, customer lists, pricing information, future business events and opportunities and other information Employer treats as confidential. Employee agrees that Imation Employee will not disclose or use Employer’s confidential or proprietary information. Employee understands that Employer may seek from a court of competent jurisdiction an injunction to prohibit such disclosure. Employee agrees to return any and all property and/or information belonging to or relating to Employer or Employer’s business in Employee’s possession on or before the Severance Date. Further, to the extent Employee executed an agreement with Employer restricting Employee’s disclosure or use of Employer’s confidential or proprietary information, Employee hereby agrees to comply with Employee’s obligations set forth in such agreement.
3.8 This Agreement may be pled as a full and complete defense and may be used as the basis for an injunction against any action, suit or proceeding that may be prosecuted, instituted or attempted by either party in breach thereof.
3.9 Nothing in this Agreement to secure withdrawal of shall be construed as an admission or any federal, state, liability or local charge Employee might have filed or will file, that Employee will sign any document necessary to obtain the withdrawal of any such charge, and that Employee waives the right to receive monetary damages or other legal or equitable relief awarded wrongdoing by any governmental agency related party to this Agreement. This Agreement shall not be construed against any party on the grounds that such chargeparty drafted the Agreement.
I) 3.10 Employee represents and certifies that Employee Employee: (a) has twenty-one (21) days to consider whether to accept received a copy of this Agreement for review and enter into this Release; study and has had ample time to review it before being asked to sign itsigning; (b) has read this Agreement carefully; (c) has been given a fair opportunity to discuss and negotiate comment on the terms of this Agreement; (d) understands its provisions; (e) understands that Employee has been advised the right to consult with an attorney; (f) has determined that it is in Employee's ’s best interest to enter into this Agreement; (g) has not been influenced to sign this Agreement by any statement or representation by Imation Employer not contained in this Agreement; and (h) enters into this Agreement knowingly and voluntarily. If Employee chooses to sign this Agreement before twenty-one (21) days have passed, Employee understands that it is their decision to execute the Agreement early and that Imation has made the full twenty-one (21) day period available for Employee to consider the Agreement.
J) Employee understands that pursuant to the provisions of Minnesota Statutes ' 363.031, subd. 2, Employee may rescind this Agreement by notifying Imation of Employee's desire to do so in a writing delivered to Imation personally or by certified mail, return receipt requested, within fifteen (15) calendar days of Employee's execution of this Agreement. To be effective, such notice of rescission, if mailed, must be postmarked within the fifteen (15) day period and addressed as follows: Imation Corp.
Appears in 1 contract
Other Understandings, Agreements, and Representations. A) Employee agrees that Employee's ’s Imation employment will terminate effective ____________________. Employee further understands and agrees that Employee will not be eligible for and will not receive consideration, severance pay or benefits under any other group Income Assistance Pay Plan for which Employee might otherwise have been eligible.
B) Employee understands that the term Imation, as used in this Agreement, includes: (1) its past, present, and future divisions, subsidiaries, affiliates successors and assigns, and their officers, directors, employees, agents, insurers and legal counsel; (2) any ERISA employee benefit plan sponsored by Imation, acting as plan administrator, fiduciary or party in interest with respect to such plan. Employee agrees that this Agreement binds Employee and also binds Employee's ’s heirs, executors, administrators, assigns, agents, partners and successors in interest.
C) Employee agrees that this Agreement and the payment of money and benefits to Employee by Imation is not an admission by Imation of any violation of Employee's ’s rights or of any statutory or other legal obligation.
D) Employee represents that no right, claim, or cause of action covered by this Agreement has been assigned or given to someone else.
E) Employee represents that, except as provided in Section 5(iv) of the Amended and Restated Severance Agreement, Employee will not apply for or accept employment with Imation in any capacity.
F) Except as set forth in Section 2.D.i Employee represents that Employee will keep the terms of this Agreement strictly confidential, except that Employee may tell Employee's ’s spouse or domestic partner, legal counsel and tax advisor. In the event Employee chooses to communicate any information about the existence of the Agreement or any of its terms to Employee's ’s spouse or domestic partner, legal counsel and/or accountant or investment advisor, Employee shall instruct such persons that information about the existence of the Agreement and its terms are confidential and that the spouse or domestic partner, legal counsel or accountant is not to disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, the information to any other party, entity, person (including any current or former employee of Imation), company, government agency, publication judicial authority. Employee may also disclose information regarding the Agreement (1) to the extent necessary to report the sum awarded to appropriate taxing authorities or (2) in response to any subpoena issued by a state or federal governmental agency or court of competent jurisdiction; provided, however, that notice of receipt of such order or subpoena shall be promptly communicated to Imation by telephone and in writing to General Counsel, Imation Legal Affairs, 0 Xxxxxxx XxxXxxxx, Xxxxxxx, Xxxxxxxxx 00000, telephone (000) 000-0000 so that Imation shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to any response to such order or subpoena. Any court reviewing a subpoena should be aware that part of the consideration for the Agreement is the agreement of Employee not to testify regarding the existence of the Agreement or any of its terms.
G) This Agreement and the Amended and Restated Severance Agreement contain the entire understanding between Employee and Imation and supersedes all prior agreements and understandings relating to the subject matter of this Agreement. This Agreement shall not be modified, amended, or terminated except as provided in section 3.J. unless such modification, amendment, or termination is executed in writing by Employee and Imation.
H) Employee agrees that Imation may use this Agreement to secure withdrawal of any federal, state, or local charge Employee might have filed or will file, that Employee will sign any document necessary to obtain the withdrawal of any such charge, and that Employee waives the right to receive monetary damages or other legal or equitable relief awarded by any governmental agency related to any such charge.
I1) Employee represents and certifies that Employee has twenty-one (21) days to consider whether to accept this Agreement and enter into this Release; review it before being asked to sign it; has read this Agreement carefully; has been given a fair opportunity to discuss and negotiate the terms of this Agreement; understands its provisions; has been advised to consult an attorney; has determined that it is in Employee's ’s best interest to enter into this Agreement; has not been influenced to sign this Agreement by any statement or representation by Imation not contained in this Agreement; and enters into this Agreement knowingly and voluntarily. If Employee chooses to sign this Agreement before twenty-one (21) days have passed, Employee understands that it is their decision to execute the Agreement early and that Imation has made the full twenty-one (21) day period available for Employee to consider the Agreement.
J) Employee understands that pursuant to the provisions of Minnesota Statutes ' 363.031, subd. 2, Employee may rescind this Agreement by notifying Imation of Employee's desire to do so in a writing delivered to Imation personally or by certified mail, return receipt requested, within fifteen (15) calendar days of Employee's execution of this Agreement. To be effective, such notice of rescission, if mailed, must be postmarked within the fifteen (15) day period and addressed as follows: Imation Corp.
Appears in 1 contract
Samples: Severance Agreement (Imation Corp)
Other Understandings, Agreements, and Representations. A(a) Employee agrees that Employee's Imation employment will terminate effective ____________________. Employee further understands and agrees that Employee will not be eligible for and will not receive consideration, severance pay or benefits under any other group Income Assistance Pay Plan for which Employee might otherwise have been eligible.
B) Employee understands that the term Imation, as used in this Agreement, includes: (1) its past, present, and future divisions, subsidiaries, affiliates successors and assigns, and their officers, directors, employees, agents, insurers and legal counsel; (2) any ERISA employee benefit plan sponsored by Imation, acting as plan administrator, fiduciary or party in interest with respect to such plan. Employee agrees that this Agreement binds Employee him and also binds Employee's his spouse, children, heirs, executors, administrators, assigns, agents, partners and partners, successors in interest, and all other persons and entities in privity with him.
C(b) Employee agrees that this Agreement promises and the payment of money and benefits to Employee by Imation is not an admission by Imation of any violation of Employee's rights or of any statutory or other legal obligation.
D) Employee represents that no right, claim, or cause of action covered by this Agreement has been assigned or given to someone else.
E) Employee represents that, except as provided in Section 5(iv) of the Amended and Restated Severance Agreement, Employee he will not apply for or accept employment with Imation in any capacity.
F) Except as set forth in Section 2.D.i Employee represents that Employee will keep the terms of this Agreement strictly confidential, except that Employee may tell Employee's spouse or domestic partner, legal counsel and tax advisor. In the event Employee chooses to communicate any information about the existence of the Agreement or any of its terms to Employee's spouse or domestic partner, legal counsel and/or accountant or investment advisor, Employee shall instruct such persons that information about the existence of the Agreement and its terms are confidential and that the spouse or domestic partner, legal counsel or accountant is not to disclose, disseminate disseminate, or publicize, or cause or permit to be disclosed, disseminated disseminated, or publicized, any of the information to any other partyterms of this Agreement, entity, person (including any current or former employee of Imation), company, government agency, publication judicial authority. Employee may also disclose information regarding the Agreement except (1) to advisors, attorneys, accountants, representatives or members of Employee’s immediate family, provided that any individual to whom such disclosure is made agrees to abide by the terms of this Section; (2) to the extent necessary to report the sum awarded income to appropriate taxing authorities authorities; (3) in response to an order or subpoena of a court of competent jurisdiction; or (24) in response to any subpoena issued by a state or federal governmental agency agency.
(c) Employee promises and represents that he will not make or cause to be made any derogatory, negative or disparaging statements, either written or verbal, about Company. Company promises and represents that the Company Group will cause its senior executive officers and directors to not make any derogatory, negative or disparaging statements, either written or verbal, about Employee.
(d) Employee promises and represents that he has returned all Confidential Information (as defined in Section 4 of the Employment Agreement) to Company. Employee acknowledges and affirms his continuing obligations under Sections 4, 5, 6 and 15 of the Employment Agreement, which covenants Employee expressly agrees are incorporated into and made a part of this Agreement by reference. Company and Employee agree that the restrictions contained in Sections 5 and 6 of the Employment Agreement (the “Non-Hire and Initials: Company: ____ Employee: ____ Non- Compete”), which sections have been incorporated into and made a part of this Agreement by reference, are reasonable in scope and duration and are necessary to protect Confidential Information (as defined in the Employment Agreement). If any restrictive covenant is held to be unenforceable because of the scope, duration or geographic area, the parties agree that the court or arbitrator may reduce the scope, duration, or geographic area, and in its reduced form, such provision shall be enforceable. Should Employee violate the provisions of competent jurisdiction; the Non-Hire and Non-Compete, then in addition to all other remedies available to Company, the duration of these covenants shall be extended for the period of time when Employee began such violation until he permanently ceases such violation.
(e) Employee and Company each acknowledge and affirm their continuing obligations under Sections 9 and 12 of the Employment Agreement, which provisions Employee and Company expressly agree are incorporated into and made a part of this Agreement by reference.
(f) Company acknowledges and represents its continuing obligations under Sections 3(g) and 13 of the Employment Agreement, which provisions Company expressly agrees are incorporated into and made a part of this Agreement by reference.
(g) It is the intent of Company and Employee that the payments and benefits under this Agreement shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and applicable guidance thereunder (collectively, “Section 409A”), and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with Section 409A. In no event whatsoever shall Company be liable for any additional tax, interest or penalty that may be imposed on Employee by Section 409A or for any damages for failing to Initials: Company: ____ Employee: ____ comply with Section 409A with respect to the payments and benefits under this Agreement. To the extent any reimbursements or in-kind benefits under this Agreement constitute “non-qualified deferred compensation” for purposes of Section 409A, (i) all such expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Employee, (ii) any right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, however, that notice of receipt of such order or subpoena shall be promptly communicated to Imation by telephone and in writing to General Counsel, Imation Legal Affairs, 0 Xxxxxxx Xxx, Xxxxxxx, Xxxxxxxxx 00000, telephone (000) 000-0000 so that Imation shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to any response to such order or subpoena. Any court reviewing a subpoena should be aware that part of the consideration for the Agreement is the agreement of Employee not to testify regarding the existence of the Agreement or any of its termsother taxable year.
G(h) This Agreement and the Amended and Restated Severance is not effective unless fully executed by all parties. This Agreement contain contains the entire understanding between Employee and Imation Company and supersedes all prior written or oral agreements and understandings relating to the subject matter of this Agreement. This Agreement shall not be modified, amended, or terminated except as provided in section 3.J. unless such modification, amendment, or termination is executed in writing by Employee and Imation.
H) Employee agrees that Imation may use an authorized representative of Company. The failure of a party to require performance of any provision of this Agreement shall not affect the right of such party to secure withdrawal later enforce any provision. A waiver of the breach of any federal, state, term or local charge Employee might have filed or will file, that Employee will sign any document necessary to obtain the withdrawal condition of this Agreement shall not be deemed a waiver of any such chargesubsequent breach of the same or any other term or condition. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and that Employee waives the right to receive monetary damages or other legal or equitable relief awarded by no rule of strict construction shall be applied against any governmental agency related to any such charge.
I) Employee represents and certifies that Employee has twenty-one (21) days to consider whether to accept party. The headings in this Agreement are inserted for convenience of reference only and enter into this Release; review it before being asked to sign it; has read this Agreement carefully; has been given a fair opportunity to discuss and negotiate shall not control the terms meaning of this Agreement; understands its provisions; has been advised to consult an attorney; has determined that it is in any provision hereof. Initials: Company: ____ Employee's best interest to enter into this Agreement; has not been influenced to sign this Agreement by any statement or representation by Imation not contained in this Agreement; and enters into this Agreement knowingly and voluntarily. If Employee chooses to sign this Agreement before twenty-one (21) days have passed, Employee understands that it is their decision to execute the Agreement early and that Imation has made the full twenty-one (21) day period available for Employee to consider the Agreement.
J) Employee understands that pursuant to the provisions of Minnesota Statutes ' 363.031, subd. 2, Employee may rescind this Agreement by notifying Imation of Employee's desire to do so in a writing delivered to Imation personally or by certified mail, return receipt requested, within fifteen (15) calendar days of Employee's execution of this Agreement. To be effective, such notice of rescission, if mailed, must be postmarked within the fifteen (15) day period and addressed as follows: Imation Corp.____
Appears in 1 contract
Samples: Employment Agreement (Clear Channel Communications Inc)
Other Understandings, Agreements, and Representations. A) Employee agrees that Employee's ’s Imation employment will terminate effective ____________________. Employee further understands and agrees that Employee will not be eligible for and will not receive consideration, severance pay or benefits under any other group Income Assistance Pay Plan for which Employee might otherwise have been eligible.
B) Employee understands that the term Imation, as used in this Agreement, includes: (1) its past, present, and future divisions, subsidiaries, affiliates successors and assigns, and their officers, directors, employees, agents, insurers and legal counsel; (2) any ERISA employee benefit plan sponsored by Imation, acting as plan administrator, fiduciary or party in interest with respect to such plan. Employee agrees that this Agreement binds Employee and also binds Employee's ’s heirs, executors, administrators, assigns, agents, partners and successors in interest.
C) Employee agrees that this Agreement and the payment of money and benefits to Employee by Imation is not an admission by Imation of any violation of Employee's ’s rights or of any statutory or other legal obligation.
D) Employee represents that no right, claim, or cause of action covered by this Agreement has been assigned or given to someone else.
E) Employee represents that, except as provided in Section 5(iv) of the Amended and Restated Severance Agreement, Employee will not apply for or accept employment with Imation in any capacity.
F) Except as set forth in Section 2.D.i Employee represents that Employee will keep the terms of this Agreement strictly confidential, except that Employee may tell Employee's ’s spouse or domestic partner, legal counsel and tax advisor. In the event Employee chooses to communicate any information about the existence of the Agreement or any of its terms to Employee's ’s spouse or domestic partner, legal counsel and/or accountant or investment advisor, Employee shall instruct such persons that information about the existence of the Agreement and its terms are confidential and that the spouse or domestic partner, legal counsel or accountant is not to disclose, disseminate or publicize, or cause or permit to be disclosed, disseminated or publicized, the information to any other party, entity, person (including any current or former employee of Imation), company, government agency, publication judicial authority. Employee may also disclose information regarding the Agreement (1) to the extent necessary to report the sum awarded to appropriate taxing authorities or (2) in response to any subpoena issued by a state or federal governmental agency or court of competent jurisdiction; provided, however, that notice of receipt of such order or subpoena shall be promptly communicated to Imation by telephone and in writing to General Counsel, Imation Legal Affairs, 0 1 Xxxxxxx XxxXxxxx, Xxxxxxx, Xxxxxxxxx 00000, telephone (000) 000-0000 so that Imation shall have an opportunity to intervene and assert what rights it has to nondisclosure prior to any response to such order or subpoena. Any court reviewing a subpoena should be aware that part of the consideration for the Agreement is the agreement of Employee not to testify regarding the existence of the Agreement or any of its terms.
G) This Agreement and the Amended and Restated Severance Agreement contain the entire understanding between Employee and Imation and supersedes all prior agreements and understandings relating to the subject matter of this Agreement. This Agreement shall not be modified, amended, or terminated except as provided in section 3.J. unless such modification, amendment, or termination is executed in writing by Employee and Imation.
H) Employee agrees that Imation may use this Agreement to secure withdrawal of any federal, state, or local charge Employee might have filed or will file, that Employee will sign any document necessary to obtain the withdrawal of any such charge, and that Employee waives the right to receive monetary damages or other legal or equitable relief awarded by any governmental agency related to any such charge.
I1) Employee represents and certifies that Employee has twenty-one (21) days to consider whether to accept this Agreement and enter into this Release; review it before being asked to sign it; has read this Agreement carefully; has been given a fair opportunity to discuss and negotiate the terms of this Agreement; understands its provisions; has been advised to consult an attorney; has determined that it is in Employee's ’s best interest to enter into this Agreement; has not been influenced to sign this Agreement by any statement or representation by Imation not contained in this Agreement; and enters into this Agreement knowingly and voluntarily. If Employee chooses to sign this Agreement before twenty-one (21) days have passed, Employee understands that it is their decision to execute the Agreement early and that Imation has made the full twenty-one (21) day period available for Employee to consider the Agreement.
J) Employee understands that pursuant to the provisions of Minnesota Statutes ' 363.031, subd. 2, Employee may rescind this Agreement by notifying Imation of Employee's ’s desire to do so in a writing delivered to Imation personally or by certified mail, return receipt requested, within fifteen (15) calendar days of Employee's ’s execution of this Agreement. To be effective, such notice of rescission, if mailed, must be postmarked within the fifteen (15) day period and addressed as follows: Imation Corp.:
Appears in 1 contract
Samples: Severance Agreement (Imation Corp)
