Release Agreement. I understand and agree completely to the terms set forth in the Under Armour, Inc Change in Control Severance Agreement (the “Agreement”). I understand that this Release, together with the Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Agreement. I hereby confirm my obligations under the Company’s Employee Confidentiality, Non-Competition and Non-Solicitation Agreement. Except as otherwise set forth in this Release, I hereby generally and completely release the Company and its parents, subsidiaries, successors, predecessors and affiliates, and its and their partners, members, directors, officers, employees, stockholders, shareholders, agents, attorneys, predecessors, insurers, affiliates and assigns, from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date I sign this Release. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (b) all claims related to my compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company (other than compensation and benefits accrued before any termination of employment or any rights you may have under stock option grants); (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act (as amended), and the federal Employee Retirement Income Security Act of 1974 (as amended). I understand that I may consider whether to agree to the terms contained herein for a period of twenty-one days after the date hereof. Accordingly, I will sign and return the acknowledgment copy of this Release to acknowledge my understanding of and agreement with the foregoing. Prior to my signing this Release, I was advised to consult with an attorney. This Release will become effective, enforceable and irrevocable seven days after the date on which I sign it. During the seven-day period prior to this date, I may revoke this Release to accept the terms hereof by indicating in writing to the Company my intention to revoke. I understand that if I exercise my right to revoke hereunder, I will forfeit my right to receive any of the special benefits offered to me under the Agreement, and to the extent such payments have already been made, I agree that I will immediately reimburse the Company for the amounts of such payment. By: Date:
Appears in 4 contracts
Samples: Change in Control Severance Agreement (Under Armour, Inc.), Change in Control Severance Agreement (Under Armour, Inc.), Change in Control Severance Agreement (Under Armour, Inc.)
Release Agreement. I understand that my employment with Krispy Kreme Doughnut Corporation, (the “Company”) terminated effective (the “Separation Date”). The Company has agreed that if I choose to sign this Release Agreement (“Release”), the Company will pay me certain severance benefits (minus the standard withholdings and agree completely deductions) pursuant to the terms set forth in tennis of the Under ArmourKey Employee Agreement entered into as of the day of January, Inc Change in Control Severance Agreement 2017, between myself and the Company (the “Agreement”). I understand that I am not entitled to such benefits unless sign this Release, together with and it becomes fully effective. I understand that, regardless of whether I sign this Release, the Company will pay me all of my accrued salary and vacation through the Separation Date, to which I am entitled by law. In consideration for the severance benefits I am receiving under the Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated as described therein. Certain capitalized terms used in this Release are defined in the Agreement. I hereby confirm my obligations under the Company’s Employee Confidentiality, Non-Competition and Non-Solicitation Agreement. Except as otherwise set forth in this Release, I hereby generally and completely agree to release the Company and any of its parents, subsidiaries, successors, predecessors and affiliates, and its affiliates and their partners, memberspast and present officers, directors, officers, employees, stockholders, shareholders, agents, attorneys, predecessorsemployees, insurersshareholders, affiliates parents, subsidiaries, affiliates, successors, and assigns, of and from any and all claims, liabilities liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and obligationsobligations of every kind and nature, both in law, equity, or otherwise, known and or unknown, that arise out of suspected and unsuspected, disclosed and undisclosed, liquidated or are in any way related to eventscontingent, acts, conduct, or omissions occurring at any time prior to and including the date I sign this Release. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to agreements (including the Agreement), events, acts or conduct at any time prior to and including the execution date of this Release, including but not limited to: any and all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination conclusion of that employment; (b) all claims or demands related to my compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefitsincentive payments, stock, stock options, or any other ownership or equity interests in the Company (other than compensation and benefits accrued before any termination of employment or any rights you of its affiliates, vacation pay, personal time off, fringe benefits, expense reimbursements, severance benefits, or any other form of compensation; claims pursuant to any federal, any state or any local law, statute, common law or cause of action including, but not limited to, the federal Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act (the “ADEA”); the Older Workers Benefit Protection Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act of 1974; the federal; Americans with Disabilities Act; the Minnesota Human Rights Act; and claims under Minn. Chapter 181; all as may have under stock option grants)been amended; (c) all claims for breach of contract, tort law; contract law; wrongful termination, discharge; discrimination; harassment; fraud; misrepresentation; defamation; libel; emotional distress; and breach of the implied covenant of good faith and fair dealing; provided, however, that nothing in this Release shall waive rights or claims (di) that arise wholly out of events or actions that occur after the date I sign this Release; (ii) to enforce the terms of this Release; (iii) for accrued vested benefits under the terms of the medical, dental, life insurance or employee benefit plans; (iv) for coverage under the directors and officers liability insurance policies, or relating to indemnification rights I may have under the Agreement, the Company’s governing documents or otherwise; (v) relating to my vested equity compensation or as a stockholder of the Company or any of its affiliates; or (vi) claims that cannot be legally waived under applicable law including my ability to file a charge or participate in a proceeding with the EEOC, provided, however, that this release is a release of all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, damages or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act (as amended), and the federal Employee Retirement Income Security Act of 1974 (as amended)individual relief that could otherwise be granted pursuant to such claim. I understand that hereby acknowledge, represent and agree that: (a) I may consider whether to agree to the terms contained herein for have been given a period of twenty-one (21) days after to consider the date hereof. Accordingly, I will sign and return the acknowledgment copy terms of this Release and that I must sign this Release within the 21-day period to acknowledge my understanding receive any severance payments and benefits under the Agreement, although I may sign it sooner if I so choose; (b) the Company has advised me in writing by way of and agreement with the foregoing. Prior to my signing this Release, I was advised paragraph to consult with an attorney. This Release will become effective, enforceable attorney prior to executing this Release; (c) I have received valuable and irrevocable seven days after the date on good consideration to which I sign itwould not otherwise be entitled in exchange for this Release; and (d) I am knowingly and voluntarily waiving and releasing any rights I may have, including those under the federal ADEA. During I agree that changes in this Release, whether material or not will not restart the seven21-day period prior to consideration period. I further acknowledge and agree that this date, Release shall not become effective or enforceable until the eighteenth (18th) day after it is executed by me (“Effective Date”) and that I may revoke this Release to accept the terms hereof by indicating at any time within 15 days after I execute it. I have been informed and understand that any such revocation must be in writing and delivered to the Company my intention by hand, or sent by mail within the 15-day period. If delivered by mail, the revocation must be: (1) postmarked within the 15-day period, (2) properly addressed as set forth below, and (3) sent by certified mail, return receipt requested. This 15-day period includes and is not in addition to revokethe 7-day revocation or rescission period under the ADEA. I understand that if I exercise my right to revoke hereunderor rescind this Release, I will forfeit my right not be entitled to receive any of the special severance benefits offered that might otherwise be payable to me under the Agreement, . I accept and agree to the extent such payments have already been made, I agree that I will immediately reimburse the Company for the amounts of such payment. Byterms and conditions stated above: Date:Date XXXXXX XXXXXXXXXXXX
Appears in 1 contract
Release Agreement. I understand and agree completely to the terms set forth in the Under Armour, Inc Inc. Change in Control Severance Agreement (the “Agreement”). I understand that this Release, together with the Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Agreement. I hereby confirm my obligations under the Company’s Employee Confidentiality, Non-Competition and Non-Solicitation Agreement. Except as otherwise set forth in this Release, I hereby generally and completely release the Company and its parents, subsidiaries, successors, predecessors and affiliates, and its and their partners, members, directors, officers, employees, stockholders, shareholders, agents, attorneys, predecessors, insurers, affiliates and assigns, from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date I sign this Release. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (b) all claims related to my compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company (other than compensation and benefits accrued before any termination of employment or any rights you may have under stock option grants); (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act (as amended), and the federal Employee Retirement Income Security Act of 1974 (as amended). I understand that I may consider whether to agree to the terms contained herein for a period of twenty-one days after the date hereof. Accordingly, I will sign and return the acknowledgment copy of this Release to acknowledge my understanding of and agreement with the foregoing. Prior to my signing this Release, I was advised to consult with an attorney. This Release will become effective, enforceable and irrevocable seven days after the date on which I sign it. During the seven-day period prior to this date, I may revoke this Release to accept the terms hereof by indicating in writing to the Company my intention to revoke. I understand that if I exercise my right to revoke hereunder, I will forfeit my right to receive any of the special benefits offered to me under the Agreement, and to the extent such payments have already been made, I agree that I will immediately reimburse the Company for the amounts of such payment. By: Date:
Appears in 1 contract
Samples: Change in Control Severance Agreement (Under Armour, Inc.)
Release Agreement. I understand that my position with Xxxxxx Pharmaceuticals, Inc. (the “Company”) terminated effective (the “Separation Date”). The Company has agreed that if I choose to sign this Release, the Company will, within thirty (30) days after the Effective Date of this Release, pay me certain severance benefits (minus the standard withholdings and agree completely deductions) pursuant to the terms set forth in of the Under Armour, Inc Change in Control Severance Key Employee Agreement (the “Agreement”)) entered into as of , 2006, between myself and the Company, and any agreements incorporated therein by reference. I understand that I am not entitled to such severance benefits unless I sign this Release. I further understand that, regardless of whether I sign this Release, together with the Company will pay me all of my accrued salary and paid time off through the Separation Date, to which I am entitled by law. In consideration for the severance benefits I am receiving under the Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Agreement. I hereby confirm my obligations under the Company’s Employee Confidentiality, Non-Competition and Non-Solicitation Agreement. Except as otherwise set forth in this Release, I hereby generally and completely release the Company and its parents, subsidiaries, successors, predecessors and affiliates, and its and their partners, membersofficers, directors, officers, employees, stockholders, shareholders, agents, attorneys, predecessorsemployees, insurersshareholders, parents, subsidiaries, and affiliates and assigns, (“Releasees”) from any and all claims, liabilities liabilities, demands, causes of action, attorneys’ fees, damages, or obligations of every kind and obligationsnature, both whether they are now known and or unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring arising at any time prior to and including the date I sign this Release. This general release includes, but is not limited to: (a) all federal and state statutory and common law claims, claims arising out of or in any way related to my employment with the Company or the termination of that employment; (b) all claims my employment or related to my compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company (other than compensation and benefits accrued before any termination of employment or any rights you may have under stock option grants); (c) all claims for breach of contract, tort, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliationdefamation, fraud, wages or benefits, or claims for any form of equity or compensation. Notwithstanding the release in the preceding sentence, I am not releasing any right of indemnification I may have for any liabilities and costs of defense (including without limitation reasonable attorneys’ fees) arising from my actions within the course and scope of my employment with the Company. In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or other legal principle of similar effect in any jurisdiction: “A general release does not extend to claims arising which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If I am forty (40) years of age or older as of the Separation Date, I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967, as amended (as amended), and the federal Employee Retirement Income Security Act of 1974 (as amended“ADEA”). I understand also acknowledge that the consideration given for the waiver in the above paragraph is in addition to anything of value to which I was already entitled. I have been advised by this writing, as required by the ADEA that: (a) my waiver and release do not apply to any claims that may consider whether arise after my signing of this Release; (b) I should consult with an attorney prior to agree to the terms contained herein for a period of executing this Release; (c) I have twenty-one (21) days (forty-five (45) days in the event of a group termination) within which to consider this Release (although I may choose to voluntarily execute this Release earlier); (d) I have seven (7) days following the execution of this release to revoke the Release; and (e) this Release will not be effective until the eighth day after this Release has been signed both by me and by the date hereofCompany (“Effective Date”). AccordinglyI acknowledge that I remain bound by the Employee Proprietary Information and Invention Agreement which I signed in connection with my employment (“Invention Agreement”) and that the provisions of the Invention Agreement shall remain in full force and effect. In accordance with my existing and continuing obligations under the Invention Agreement, I will sign and return the acknowledgment copy of this Release to acknowledge my understanding of and agreement with the foregoing. Prior to my signing this Release, I was advised to consult with an attorney. This Release will become effective, enforceable and irrevocable seven days after the date on which I sign it. During the seven-day period prior to this date, I may revoke this Release to accept the terms hereof by indicating in writing have returned to the Company my intention all materials required to revoke. I understand that if I exercise my right be returned pursuant to revoke hereunder, I will forfeit my right to receive any of the special benefits offered to me under the Invention Agreement, and to as well as any other Company property in my possession. In consideration for the extent such payments have already been madeseverance benefits I am receiving hereunder, I agree that I will immediately reimburse reasonably cooperate with the Company for after the amounts Separation Date to assure the smooth transition of pending matters and to answer questions which may arise from time to time regarding my former duties and responsibilities. Effective as of the Separation Date, I resign any and all offices and directorships with the Company and any of its affiliates, and will execute all documents reasonably requested by the Company or its affiliates to effectuate such paymentresignations. ByFurther, I agree that I will not hereafter disparage the Company or any of the Releasees, either orally or in writing, to any person or entity. The Company agrees that its officers and directors will not disparage me, either orally or in writing, to any person or entity. Agreed: Date:Date [Employee] Date XXXXXX PHARMACEUTICALS, INC. EXHIBIT C EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
Appears in 1 contract
Samples: Key Employee Agreement (Watson Pharmaceuticals Inc)
Release Agreement. I understand that my position with Xxxxxx Pharmaceuticals, Inc. (the “Company”) terminated effective (the “Separation Date”). The Company has agreed that if I choose to sign this Release, the Company will, within thirty (30) days after the Effective Date of this Release, pay me certain severance benefits (minus the standard withholdings and agree completely deductions) pursuant to the terms set forth in of the Under Armour, Inc Change in Control Severance Key Employee Agreement (the “Agreement”)) entered into as of , 2006, between myself and the Company, and any agreements incorporated therein by reference. I understand that I am not entitled to such severance benefits unless I sign this Release. I further understand that, regardless of whether I sign this Release, together with the Company will pay me all of my accrued salary and paid time off through the Separation Date, to which I am entitled by law. In consideration for the severance benefits I am receiving under the Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Agreement. I hereby confirm my obligations under the Company’s Employee Confidentiality, Non-Competition and Non-Solicitation Agreement. Except as otherwise set forth in this Release, I hereby generally and completely release the Company and its parents, subsidiaries, successors, predecessors and affiliates, and its and their partners, membersofficers, directors, officers, employees, stockholders, shareholders, agents, attorneys, predecessorsemployees, insurersshareholders, parents, subsidiaries, and affiliates and assigns, from any and all claims, liabilities liabilities, demands, causes of action, attorneys’ fees, damages, or obligations of every kind and obligationsnature, both whether they are now known and or unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring arising at any time prior to and including the date I sign this Release. This general release includes, but is not limited to: (a) all federal and state statutory and common law claims, claims arising out of or in any way related to my employment with the Company or the termination of that employment; (b) all claims my employment or related to my compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company (other than compensation and benefits accrued before any termination of employment or any rights you may have under stock option grants); (c) all claims for breach of contract, tort, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliationdefamation, fraud, wages or benefits, or claims for any form of equity or compensation. Notwithstanding the release in the preceding sentence, I am not releasing any right of indemnification I may have for any liabilities and costs of defense (including without limitation reasonable attorneys’ fees) arising from my actions within the course and scope of my employment with the Company. In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or other legal principle of similar effect in any jurisdiction: “A general release does not extend to claims arising which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If I am forty (40) years of age or older as of the Separation Date, I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967, as amended (as amended), and the federal Employee Retirement Income Security Act of 1974 (as amended“ADEA”). I understand also acknowledge that the consideration given for the waiver in the above paragraph is in addition to anything of value to which I was already entitled. I have been advised by this writing, as required by the ADEA that: (a) my waiver and release do not apply to any claims that may consider whether arise after my signing of this Release; (b) I should consult with an attorney prior to agree to the terms contained herein for a period of executing this Release; (c) I have twenty-one (21) days (forty-five (45) days in the event of a group termination) within which to consider this Release (although I may choose to voluntarily execute this Release earlier); (d) I have seven (7) days following the execution of this release to revoke the Release; and (e) this Release will not be effective until the eighth day after this Release has been signed both by me and by the date hereofCompany (“Effective Date”). AccordinglyI acknowledge that I remain bound by the Employee Proprietary Information and Invention Agreement which I signed in connection with my employment (“Invention Agreement”) and that the provisions of the Invention Agreement shall remain in full force and effect. In accordance with my existing and continuing obligations under the Invention Agreement, I will sign and return the acknowledgment copy of this Release to acknowledge my understanding of and agreement with the foregoing. Prior to my signing this Release, I was advised to consult with an attorney. This Release will become effective, enforceable and irrevocable seven days after the date on which I sign it. During the seven-day period prior to this date, I may revoke this Release to accept the terms hereof by indicating in writing have returned to the Company my intention all materials required to revoke. I understand that if I exercise my right be returned pursuant to revoke hereunder, I will forfeit my right to receive any of the special benefits offered to me under the Invention Agreement, and to as well as any other Company property in my possession. In consideration for the extent such payments have already been madeseverance benefits I am receiving hereunder, I agree that I will immediately reimburse reasonably cooperate with the Company for after the amounts Separation Date to assure the smooth transition of pending matters and to answer questions which may arise from time to time regarding my former duties and responsibilities. Effective as of the Separation Date, I resign any and all offices and directorships with the Company and any of its affiliates, and will execute all documents reasonably requested by the Company or its affiliates to effectuate such paymentresignations. ByFurther, I agree that I will not hereafter disparage the Company or any of the Releasees, either orally or in writing, to any person or entity. The Company agrees that its officers and directors will not disparage me, either orally or in writing, to any person or entity. Agreed: Date:Date [Employee] Date XXXXXX PHARMACEUTICALS, INC. EXHIBIT C
Appears in 1 contract
Samples: Key Employee Agreement (Watson Pharmaceuticals Inc)
Release Agreement. I understand that my position with Mad Catz Interactive, Inc. and agree completely Mad Catz, Inc. (the “Company”) terminated effective , (the “Separation Date”). The Company has agreed that if I choose to sign this Release, the Company will pay me certain severance benefits pursuant to the terms set forth in of the Under Armour, Inc Change in Control Severance Employment Agreement (the “Agreement”)) between myself and the Company, and any agreements incorporated therein by reference. I understand that I am not entitled to such benefits unless I sign this Release and it becomes fully effective. I understand that, regardless of whether I sign this Release, together with the Company will pay me all of my accrued salary and vacation through the Separation Date, to which I am entitled by law. In consideration for the severance benefits I am receiving under the Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Agreement. I hereby confirm my obligations under the Company’s Employee Confidentiality, Non-Competition and Non-Solicitation Agreement. Except as otherwise set forth in this Release, I hereby generally and completely release the Company and its parents, subsidiaries, successors, predecessors and affiliates, and its and their partners, membersofficers, directors, officers, employees, stockholders, shareholders, agents, attorneys, predecessorsemployees, insurersshareholders, parents, subsidiaries, and affiliates and assigns, from any and all claims, liabilities liabilities, demands, causes of action, attorneys’ fees, damages or obligations of every kind and obligationsnature, both whether they are now known and or unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring arising at any time prior to and including the date I sign this Release. This general release includes, but is not limited to: (a) all claims arising Release and which arise out of my employment or in my termination of employment with the Company, including, without limitation, any way related to such claims based on federal and state statutory and common law, breach of contract, tort, wrongful termination, discrimination, wages or benefits, or claims for any form of compensation for services. Notwithstanding the foregoing, I am not releasing any right of indemnification I may have for any liabilities arising from my actions within the course and scope of my employment with the Company Company. Notwithstanding anything herein to the contrary, the release described herein does not apply to any rights or the termination of that employment; (b) obligations arising under this Release Agreement. In releasing claims unknown to me at present, I am waiving all claims related to my compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company (other than compensation rights and benefits accrued before under Section 1542 of the California Civil Code, and any termination law or legal principle of employment similar effect in any jurisdiction: “A general release does not extend to claims which the creditor does not know or suspect to exist in your favor at the time of executing the release, which if known by him must have materially affected your settlement with the debtor.” If I am forty (40) years of age or older as of the Separation Date, I acknowledge that I am knowingly and voluntarily waiving and releasing any rights you I may have under stock option grants); (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967, as amended (as amended), and the federal Employee Retirement Income Security Act of 1974 (as amended“ADEA”). I understand also acknowledge that the consideration given for the waiver in the above paragraph is in addition to anything of value to which I was already entitled. I have been advised by this writing, as required by the ADEA that: (a) my waiver and release do not apply to any claims that may consider whether arise after my signing of this Release; (b) I should consult with an attorney prior to agree to the terms contained herein for a period of executing this Release; (c) I have twenty-one (21) days after within which to consider this Release (although I may choose to voluntarily execute this Release earlier); (d) I have seven (7) days following the date hereof. Accordingly, I will sign and return the acknowledgment copy execution of this Release release to acknowledge my understanding of revoke the Release; and agreement with the foregoing. Prior to my signing (e) this Release, I was advised to consult with an attorney. This Release will become effective, enforceable and irrevocable seven days not be effective until the eighth day after the date on which I sign it. During the seven-day period prior to this date, I may revoke this Release to accept the terms hereof has been signed both by indicating in writing to me and by the Company my intention to revoke(“Effective Date”). I understand that if I exercise my right to revoke hereunder, I will forfeit my right to receive any of the special benefits offered to me under the Agreement, and to the extent such payments have already been made, I agree that I will immediately reimburse the Company for the amounts of such payment. Agreed: [COMPANY] [EMPLOYEE] By: By: [Name] [Title] Date: Date:
Appears in 1 contract
Samples: Agreement (Mad Catz Interactive Inc)
Release Agreement. I understand that my position with Xxxxxx Pharmaceuticals, Inc. (the “Company”) terminated effective (the “Separation Date”). The Company has agreed that if I choose to sign this Release, the Company will, within thirty (30) days after the Effective Date of this Release, pay me certain severance benefits (minus the standard withholdings and agree completely deductions) pursuant to the terms set forth in of the Under Armour, Inc Change in Control Severance Key Employee Agreement (the “Agreement”)) entered into as of , between myself and the Company, and any agreements incorporated therein by reference. I understand that I am not entitled to such severance benefits unless I sign this Release. I further understand that, regardless of whether I sign this Release, together with the Company will pay me all of my accrued salary and paid time off through the Separation Date, to which I am entitled by law. In consideration for the severance benefits I am receiving under the Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Agreement. I hereby confirm my obligations under the Company’s Employee Confidentiality, Non-Competition and Non-Solicitation Agreement. Except as otherwise set forth in this Release, I hereby generally and completely release the Company and its parents, subsidiaries, successors, predecessors and affiliates, and its and their partners, membersofficers, directors, officers, employees, stockholders, shareholders, agents, attorneys, predecessorsemployees, insurersshareholders, parents, subsidiaries, and affiliates and assigns, (“Releasees”) from any and all claims, liabilities liabilities, demands, causes of action, attorneys’ fees, damages, or obligations of every kind and obligationsnature, both whether they are now known and or unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring arising at any time prior to and including the date I sign this Release. This general release includes, but is not limited to: (a) all federal and state statutory and common law claims, claims arising out of or in any way related to my employment with the Company or the termination of that employment; (b) all claims my employment or related to my compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company (other than compensation and benefits accrued before any termination of employment or any rights you may have under stock option grants); (c) all claims for breach of contract, tort, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliationdefamation, fraud, wages or benefits, or claims for any form of equity or compensation. Notwithstanding the release in the preceding sentence, I am not releasing any right of indemnification I may have for any liabilities and costs of defense (including without limitation reasonable attorneys’ fees) arising from my actions within the course and scope of my employment with the Company. In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or other legal principle of similar effect in any jurisdiction: “A general release does not extend to claims arising which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If I am forty (40) years of age or older as of the Separation Date, I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967, as amended (as amended), and the federal Employee Retirement Income Security Act of 1974 (as amended“ADEA”). I understand also acknowledge that the consideration given for the waiver in the above paragraph is in addition to anything of value to which I was already entitled. I have been advised by this writing, as required by the ADEA that: (a) my waiver and release do not apply to any claims that may consider whether arise after my signing of this Release; (b) I should consult with an attorney prior to agree to the terms contained herein for a period of executing this Release; (c) I have twenty-one (21) days (forty-five (45) days in the event of a group termination) within which to consider this Release (although I may choose to voluntarily execute this Release earlier); (d) I have seven (7) days following the execution of this release to revoke the Release; and (e) this Release will not be effective until the eighth day after this Release has been signed both by me and by the date hereofCompany (“Effective Date”). AccordinglyI acknowledge that I remain bound by the Employee Proprietary Information and Invention Agreement which I signed in connection with my employment (“Invention Agreement”) and that the provisions of the Invention Agreement shall remain in full force and effect. In accordance with my existing and continuing obligations under the Invention Agreement, I will sign and return the acknowledgment copy of this Release to acknowledge my understanding of and agreement with the foregoing. Prior to my signing this Release, I was advised to consult with an attorney. This Release will become effective, enforceable and irrevocable seven days after the date on which I sign it. During the seven-day period prior to this date, I may revoke this Release to accept the terms hereof by indicating in writing have returned to the Company my intention all materials required to revoke. I understand that if I exercise my right be returned pursuant to revoke hereunder, I will forfeit my right to receive any of the special benefits offered to me under the Invention Agreement, and to as well as any other Company property in my possession. In consideration for the extent such payments have already been madeseverance benefits I am receiving hereunder, I agree that I will immediately reimburse reasonably cooperate with the Company for after the amounts Separation Date to assure the smooth transition of pending matters and to answer questions which may arise from time to time regarding my former duties and responsibilities. Effective as of the Separation Date, I resign any and all offices and directorships with the Company and any of its affiliates, and will execute all documents reasonably requested by the Company or its affiliates to effectuate such paymentresignations. ByFurther, I agree that I will not hereafter disparage the Company or any of the Releasees, either orally or in writing, to any person or entity. The Company agrees that its officers and directors will not disparage me, either orally or in writing, to any person or entity. Agreed: Date:Date [Employee] Date XXXXXX PHARMACEUTICALS, INC. Exhibit C EMPLOYEE PROPRIETARY INFORMATION AND INVENTION AGREEMENT
Appears in 1 contract
Samples: Key Employee Agreement (Watson Pharmaceuticals Inc)
Release Agreement. I understand that my position with Xxxxxx Pharmaceuticals, Inc. (the “Company”) terminated effective (the “Separation Date”). The Company has agreed that if I choose to sign this Release, the Company will, within thirty (30) days after the Effective Date of this Release, pay me certain severance benefits (minus the standard withholdings and agree completely deductions) pursuant to the terms set forth in of the Under Armour, Inc Change in Control Severance Key Employee Agreement (the “Agreement”)) entered into as of , 2007, between myself and the Company, and any agreements incorporated therein by reference. I understand that I am not entitled to such severance benefits unless I sign this Release. I further understand that, regardless of whether I sign this Release, together with the Company will pay me all of my accrued salary and paid time off through the Separation Date, to which I am entitled by law. In consideration for the severance benefits I am receiving under the Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Agreement. I hereby confirm my obligations under the Company’s Employee Confidentiality, Non-Competition and Non-Solicitation Agreement. Except as otherwise set forth in this Release, I hereby generally and completely release the Company and its parents, subsidiaries, successors, predecessors and affiliates, and its and their partners, membersofficers, directors, officers, employees, stockholders, shareholders, agents, attorneys, predecessorsemployees, insurersshareholders, parents, subsidiaries, and affiliates and assigns, from any and all claims, liabilities liabilities, demands, causes of action, attorneys’ fees, damages, or obligations of every kind and obligationsnature, both whether they are now known and or unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring arising at any time prior to and including the date I sign this Release. This general release includes, but is not limited to: (a) all federal and state statutory and common law claims, claims arising out of or in any way related to my employment with the Company or the termination of that employment; (b) all claims my employment or related to my compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company (other than compensation and benefits accrued before any termination of employment or any rights you may have under stock option grants); (c) all claims for breach of contract, tort, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliationdefamation, fraud, wages or benefits, or claims for any form of equity or compensation. Notwithstanding the release in the preceding sentence, I am not releasing any right of indemnification I may have for any liabilities and costs of defense (including without limitation reasonable attorneys’ fees) arising from my actions within the course and scope of my employment with the Company. In releasing claims unknown to me at present, I am waiving all rights and benefits under Section 1542 of the California Civil Code, and any law or other legal principle of similar effect in any jurisdiction: “A general release does not extend to claims arising which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor.” If I am forty (40) years of age or older as of the Separation Date, I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967, as amended (as amended), and the federal Employee Retirement Income Security Act of 1974 (as amended“ADEA”). I understand also acknowledge that the consideration given for the waiver in the above paragraph is in addition to anything of value to which I was already entitled. I have been advised by this writing, as required by the ADEA that: (a) my waiver and release do not apply to any claims that may consider whether arise after my signing of this Release; (b) I should consult with an attorney prior to agree to the terms contained herein for a period of executing this Release; (c) I have twenty-one (21) days (forty-five (45) days in the event of a group termination) within which to consider this Release (although I may choose to voluntarily execute this Release earlier); (d) I have seven (7) days following the execution of this release to revoke the Release; and (e) this Release will not be effective until the eighth day after this Release has been signed both by me and by the date hereofCompany (“Effective Date”). AccordinglyI acknowledge that I remain bound by the Employee proprietary information and Invention Agreement which I signed in connection with my employment (“Invention Agreement”) and that the provisions of the Invention Agreement shall remain in full force and effect. In accordance with my existing and continuing obligations under the Invention Agreement, I will sign and return the acknowledgment copy of this Release to acknowledge my understanding of and agreement with the foregoing. Prior to my signing this Release, I was advised to consult with an attorney. This Release will become effective, enforceable and irrevocable seven days after the date on which I sign it. During the seven-day period prior to this date, I may revoke this Release to accept the terms hereof by indicating in writing have returned to the Company my intention all materials required to revoke. I understand that if I exercise my right be returned pursuant to revoke hereunder, I will forfeit my right to receive any of the special benefits offered to me under the Invention Agreement, and to as well as any other Company property in my possession. In consideration for the extent such payments have already been madeseverance benefits I am receiving hereunder, I agree that I will immediately reimburse reasonably cooperate with the Company for after the amounts Separation Date to assure the smooth transition of pending matters and to answer questions which may arise from time to time regarding my former duties and responsibilities. Effective as of the Separation Date, I resign any and all offices and directorships with the Company and any of its affiliates, and will execute all documents reasonably requested by the Company or its affiliates to effectuate such paymentresignations. ByFurther, I agree that I will not hereafter disparage the Company or any of the Releasees, either orally or in writing, to any person or entity. The Company agrees that its officers and directors will not disparage me, either orally or in writing, to any person or entity. Agreed: Date:Date [Employee] Date XXXXXX PHARMACEUTICALS, INC. EXHIBIT C
Appears in 1 contract
Samples: Key Employee Agreement (Watson Pharmaceuticals Inc)
Release Agreement. I understand that my position with Mad Catz Interactive, Inc. and agree completely Mad Catz, Inc. (the “Company”) terminated effective , (the “Separation Date”). The Company has agreed that if I choose to sign this Release, the Company will pay me certain severance benefits pursuant to the terms set forth in of the Under Armour, Inc Change in Control Severance Employment Agreement (the “Agreement”)) between myself and the Company, and any agreements incorporated therein by reference. I understand that I am not entitled to such benefits unless I sign this Release and it becomes fully effective. I understand that, regardless of whether I sign this Release, together with the Company will pay me all of my accrued salary and vacation through the Separation Date, to which I am entitled by law. In consideration for the severance benefits I am receiving under the Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Agreement. I hereby confirm my obligations under the Company’s Employee Confidentiality, Non-Competition and Non-Solicitation Agreement. Except as otherwise set forth in this Release, I hereby generally and completely release the Company and its parents, subsidiaries, successors, predecessors and affiliates, and its and their partners, membersofficers, directors, officers, employees, stockholders, shareholders, agents, attorneys, predecessorsemployees, insurersshareholders, parents, subsidiaries, and affiliates and assigns, from any and all claims, liabilities liabilities, demands, causes of action, attorneys’ fees, damages or obligations of every kind and obligationsnature, both whether they are now known and or unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring arising at any time prior to and including the date I sign this Release. This general release includes, but is not limited to: (a) all claims arising Release and which arise out of my employment or in my termination of employment with the Company, including, without limitation, any way related to such claims based on federal and state statutory and common law, breach of contract, tort, wrongful termination, discrimination, wages or benefits, or claims for any form of compensation for services. Notwithstanding the foregoing, I am not releasing any right of indemnification I may have for any liabilities arising from my actions within the course and scope of my employment with the Company Company. Notwithstanding anything herein to the contrary, the release described herein does not apply to any rights or the termination of that employment; (b) obligations arising under this Release Agreement. In releasing claims unknown to me at present, I am waiving all claims related to my compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company (other than compensation rights and benefits accrued before under Section 1542 of the California Civil Code, and any termination law or legal principle of employment similar effect in any jurisdiction: “A general release does not extend to claims which the creditor does not know or suspect to exist in your favor at the time of executing the release, which if known by him must have materially affected your settlement with the debtor.” If I am forty (40) years of age or older as of the Separation Date, I acknowledge that I am knowingly and voluntarily waiving and releasing any rights you I may have under stock option grants); (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967, as amended (as amended), and the federal Employee Retirement Income Security Act of 1974 (as amended“ADEA”). I understand also acknowledge that the consideration given for the waiver in the above paragraph is in addition to anything of value to which I was already entitled. I have been advised by this writing, as required by the ADEA that: (a) my waiver and release do not apply to any claims that may consider whether arise after my signing of this Release; (b) I should consult with an attorney prior to agree to the terms contained herein for a period of executing this Release; (c) I have twenty-one (21) days after within which to consider this Release (although I may choose to voluntarily execute this Release earlier); (d) I have seven (7) days following the date hereof. Accordingly, I will sign and return the acknowledgment copy execution of this Release release to acknowledge my understanding of revoke the Release; and agreement with the foregoing. Prior to my signing (e) this Release, I was advised to consult with an attorney. This Release will become effective, enforceable and irrevocable seven days not be effective until the eighth day after the date on which I sign it. During the seven-day period prior to this date, I may revoke this Release to accept the terms hereof has been signed both by indicating in writing to me and by the Company my intention to revoke(“Effective Date”). I understand that if I exercise my right to revoke hereunder, I will forfeit my right to receive any of the special benefits offered to me under the Agreement, and to the extent such payments have already been made, I agree that I will immediately reimburse the Company for the amounts of such payment. ByAgreed: [COMPANY] XXXXX XXXXXXXX Date: Date:
Appears in 1 contract
Samples: Mad Catz Interactive Inc
Release Agreement. I understand and agree completely In exchange for the General Severance Benefits, the Change of Control Severance Benefits, and/or the Full Acceleration, as applicable, to be provided to me pursuant to the terms set forth in the Under ArmourAmended and Restated Employment Agreement dated April 15, Inc Change in Control Severance Agreement 2016 (the “Agreement”) between me and Carbylan Therapeutics, Inc. (the “Company”), I hereby provide the following release of claims (the “Release”). I understand that this Release, together with In exchange for the severance pay and benefits provided to me under the Agreement, constitutes to which I acknowledge I would not otherwise be entitled, and for other good and valuable consideration, the complete, final receipt and exclusive embodiment sufficiency of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Agreement. which I hereby confirm my obligations under the Company’s Employee Confidentiality, Non-Competition and Non-Solicitation Agreement. Except as otherwise set forth in this Releaseacknowledge, I hereby generally and completely release the Company Company, its parent and its parents, subsidiaries, successors, predecessors and affiliatessubsidiary entities, and its and their partners, members, respective directors, officers, employees, shareholders, stockholders, shareholderspartners, agents, attorneys, predecessors, successors, insurers, affiliates employee benefit plans, affiliates, and assignsassigns (collectively, the “Released Parties”) of and from any and all claims, liabilities and obligations, both known and unknown, that arise arising out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including or at the date time that I sign this ReleaseRelease (collectively, the “Released Claims”). This general release includesThe Released Claims include, but is are not limited to: (a1) all claims arising out of or in any way related to my employment with the Company (or its successor) or the termination of that employment; (b2) all claims related to my compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company (other than compensation and benefits accrued before any termination of employment or any rights you may have under stock option grants)Company; (c3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealingdealing (including, but not limited to, any claims based on or arising from the Agreement); (d4) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e5) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act (as amended) (“ADEA”), the federal Family and Medical Leave Act (as amended) (“FMLA”), the California Family Rights Act (“CFRA”), the California Labor Code (as amended), and the federal Employee Retirement Income Security California Fair Employment and Housing Act of 1974 (as amended). I understand that Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (1) any rights or claims for indemnification I may consider whether have pursuant to agree any written indemnification agreement with the Company to which I am a party, the terms contained herein charter, bylaws, or operating agreements of the Company, applicable law, or applicable directors and officers liability insurance; (2) any rights or claims which are not waivable as a matter of law; and (3) any claims for a period breach of twenty-one days the Agreement arising after the date hereofthat I sign this Release. AccordinglyIn addition, I will sign and return the acknowledgment copy of nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, the California Department of Fair Employment and Housing, or any other government agency, except that I acknowledge and agree that I am hereby waiving my right to acknowledge any monetary benefits in connection with any such claim, charge or proceeding. I represent that I have no lawsuits, claims or actions pending in my understanding name, or on behalf of and agreement with any other person or entity, against any of the foregoingReleased Parties. Prior The following paragraph shall apply to my signing me only if I am forty (40) years old or older as of the date that I sign this Release: I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA, and that the consideration given for the waiver and release in the preceding paragraph is in addition to anything of value to which I was am already entitled. I further acknowledge that I have been advised by this writing that: (1) my waiver and release do not apply to any rights or claims that may arise after the date I sign this Release; (2) I have been advised to consult with an attorneyattorney prior to signing this Release (although I may choose voluntarily not to do so) and I have had sufficient opportunity to do so; (3) I have twenty-one (21) days to consider this Release (although I may choose voluntarily to sign it earlier); (4) I have seven (7) days following the date I sign this Release to revoke it by providing written notice of revocation to the Company’s Board of Directors; and (5) this Release will not be effective until the date upon which the revocation period has expired, which will be the eighth calendar day after the date I sign it if I do not revoke it (such date, the “Effective Date”). The following paragraph shall apply to me only if I am less than forty (40) years old as of the date that I sign this Release: I understand that I have fourteen (14) days to consider this Release (although I may choose voluntarily to sign it earlier), the Release will become effective as of the date that I sign it (such date, the “Effective Date”), and I do not have the right to revoke this Release after signing it. I UNDERSTAND THAT THIS RELEASE AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction with respect to my release of claims herein, including but not limited to the release of unknown and unsuspected claims. I hereby represent that I have been paid all compensation owed and for all time worked, I have received all the leave and leave benefits and protections for which I am eligible, pursuant to FMLA, CFRA, any Company policy or applicable law, and I have not suffered any on-the-job injury or illness for which I have not already filed a workers’ compensation claim. I further agree: (1) not to disparage the Company, or any of the other Released Parties, in any manner likely to be harmful to its or their business, business reputation, or personal reputation (although I may respond accurately and fully to any question, inquiry or request for information as required by legal process); (2) not to voluntarily (except in response to legal compulsion) assist any third party in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim or other formal proceeding against the Company, its parent or subsidiary entities, affiliates, officers, directors, employees or agents; and (3) to cooperate fully with the Company, by voluntarily (without legal compulsion) providing accurate and complete information, in connection with the Company’s actual or contemplated defense, prosecution, or investigation of any claims or demands by or against third parties, or other matters, arising from events, acts, or failures to act that occurred during the period of my employment by the Company or any successor thereto. I understand that, upon the Effective Date, this Release will take effect as a legally binding agreement between me and the Company. This Release will become effective, enforceable sets for the entire agreement and irrevocable seven days after understanding between the date on which I sign it. During the seven-day period prior to this date, I may revoke this Release to accept the terms hereof by indicating in writing Company and me relating to the Company my intention to revokematters set forth herein and supersedes all prior and contemporaneous agreements, understandings and discussions concerning such matters, whether express or implied. I understand that if I exercise my right to revoke hereunderThis Release may not be modified or amended except by a written agreement, I will forfeit my right to receive any signed by the Chief Executive Officer of the special benefits offered to me under the Agreement, Company and to the extent such payments have already been made, I agree that I will immediately reimburse the Company for the amounts of such paymentme. By: Date:[Name]
Appears in 1 contract
Release Agreement. I understand and agree completely to the terms set forth in the Under Armour, Inc Change in Control Severance Agreement between Arena Pharmaceuticals, Inc. (the “Company”) and me dated May 6, 2016 (the “Severance Agreement”). I understand that this release and waiver (the “Release”), together with the Severance Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated therein. Certain capitalized terms used in this Release are defined herein or in the Severance Agreement. In consideration of benefits I hereby confirm my obligations will receive under the Company’s Employee Confidentiality, Non-Competition and Non-Solicitation Severance Agreement. Except as otherwise set forth in this Release, I hereby generally and completely release the Company and its parents, subsidiaries, successors, predecessors and affiliates, and its and their partners, members, directors, officers, employees, stockholders, shareholders, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, and affiliates and assigns, from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to (i) my employment, (ii) the termination of my employment or (iii) events, acts, conduct, or omissions between the Company and me occurring at any time prior to and including the date I sign my signing this Release, except for claims for benefits set forth in the Severance Agreement or other severance arrangement applicable to me, applicable equity compensation plans and grants, any applicable indemnification agreement or other indemnification obligation under the Company’s charter documents or any rights or claims I may have to indemnification or legal defense pursuant to any policy of insurance protecting or applicable to directors and/or officers of the Company, and any rights or claims which are not waivable as a matter of law. This general release Subject to the foregoing, this Release includes, but is not limited to: (a1) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (b2) all claims related to my compensation or benefitsbenefits from the Company, including including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company (other than compensation and benefits accrued before any termination of employment or any rights you may have under stock option grants)Company; (c3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d4) all tort claims, including including, but not limited to, claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e5) all federal, state, and local statutory claims, including including, but not limited to, claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), and the federal Employee Retirement Income Security California Fair Employment and Housing Act of 1974 (as amended). I understand acknowledge that the consideration given under the Release for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. If I am over the age of 40 years at the time of an Covered Termination (as that term is defined in the Severance Agreement), I acknowledge that I may consider whether to agree to the terms contained herein for a period of twenty-one days after the date hereof. Accordingly, I will sign am knowingly and return the acknowledgment copy of this Release to acknowledge my understanding of voluntarily waiving and agreement with the foregoing. Prior to my signing this Release, I was advised to consult with an attorney. This Release will become effective, enforceable and irrevocable seven days after the date on which I sign it. During the seven-day period prior to this date, releasing any rights I may revoke this Release to accept have under the terms hereof by indicating in writing to the Company my intention to revokeADEA. I understand that if I exercise my right to revoke hereunder, I will forfeit my right to receive any of the special benefits offered to me under the Agreement, and to the extent such payments have already been made, I agree further acknowledge that I will immediately reimburse have been advised by this writing, as required by the Company for the amounts of such payment. ByADEA, that: Date:(A) my waiver and release do not apply to any
Appears in 1 contract
Release Agreement. I understand and agree completely In exchange for the Retention Bonus to be provided to me pursuant to the terms set forth in the Under ArmourCarbylan Therapeutics, Inc Change in Control Severance Agreement Inc. (“Carbylan”) 2016 Retention Bonus Plan (the “AgreementBonus Plan”), I hereby provide the following release of claims (the “Release”). In exchange for the Retention Bonus provided to me under the Bonus Plan, to which I understand that this Releaseacknowledge I would not otherwise be entitled, together with and for other good and valuable consideration, the Agreement, constitutes the complete, final receipt and exclusive embodiment sufficiency of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Agreement. which I hereby confirm my obligations under the Company’s Employee Confidentiality, Non-Competition and Non-Solicitation Agreement. Except as otherwise set forth in this Releaseacknowledge, I hereby generally and completely release Carbylan, KalVista Pharmaceuticals, Inc. (the Company “Company”), KalVista Pharmaceuticals Ltd., their respective parent and its parents, subsidiaries, successors, predecessors and affiliatessubsidiary entities, and its and their partners, members, respective directors, officers, employees, shareholders, stockholders, shareholderspartners, agents, attorneys, predecessors, successors, insurers, affiliates employee benefit plans, affiliates, and assignsassigns (collectively, the “Released Parties”) of and from any and all claims, liabilities and obligations, both known and unknown, that arise arising out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including or at the date time that I sign this ReleaseRelease (collectively, the “Released Claims”). This general release includesThe Released Claims include, but is are not limited to: (a1) all claims arising out of or in any way related to my employment with Carbylan or the Company (or the termination of that employmentits successor); (b2) all claims related to my compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in Carbylan or the Company (other than compensation and benefits accrued before any termination of employment or any rights you may have under stock option grants)Company; (c3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d4) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e5) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended)1990, the federal Age Discrimination in Employment Act (as amended) (“ADEA”), the federal Family and Medical Leave Act (as amended) (“FMLA”), the California Family Rights Act (“CFRA”), the California Labor Code (as amended), and the federal Employee Retirement Income Security California Fair Employment and Housing Act of 1974 (as amended). I understand that Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (1) any rights or claims for indemnification I may consider whether have pursuant to agree any written indemnification agreement with the Company to which I am a party, the charter, bylaws, or operating agreements of the Company, applicable law, or applicable directors and officers liability insurance; (2) any rights or claims which are not waivable as a matter of law; (3) my rights under that certain Amended and Restated Employment Agreement by and between Carbylan and me dated April 15, 2016, as amended by that certain letter amendment by and between the Company and me dated as of November 21, 2016; (4) any payments I am entitled to under that certain Share Purchase Agreement dated as of June 15, 2016, by and between the Company, Carbylan, the shareholders of the Company and, solely for the purposes of being bound by certain provisions therein and solely in such person’s capacity as the Seller Representative, Xxxxxx Xxxxxxxx; (5) claims to continued participation in certain of Carbylan’s or the Company’s benefit plans pursuant to the terms contained herein and conditions thereof; and (5) any claims for a period breach of twenty-one days the Bonus Plan arising after the date hereofthat I sign this Release. AccordinglyIn addition, I will sign and return the acknowledgment copy of nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, the California Department of Fair Employment and Housing, or any other government agency, except that I acknowledge and agree that I am hereby waiving my right to any monetary benefits in connection with any such claim, charge or proceeding. I represent that I have no lawsuits, claims or actions pending in my name, or on behalf of any other person or entity, against any of the Released Parties. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA, and that the consideration given for the waiver and release in the preceding paragraph is in addition to anything of value to which I am already entitled. I further acknowledge that I have been advised by this writing that: (1) my understanding of waiver and agreement with release do not apply to any rights or claims that may arise after the foregoing. Prior to my signing date I sign this Release, ; (2) I was have been advised to consult with an attorneyattorney prior to signing this Release (although I may choose voluntarily not to do so) and I have had sufficient opportunity to do so; (3) I have twenty-one (21) days to consider this Release (although I may choose voluntarily to sign it earlier); (4) I have seven (7) days following the date I sign this Release to revoke it by providing written notice of revocation to Xxx Xxxxxxxx, Chief Financial Officer of the Company, at xxx@xxxxxxxx.xxx (via hardcopy or via electronic copy to xxx@xxxxxxxx.xxx); and (5) this Release will not be effective until the date upon which the revocation period has expired, which will be the eighth calendar day after the date I sign it if I do not revoke it (such date, the “Effective Date”). I UNDERSTAND THAT THIS RELEASE AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction with respect to my release of claims herein, including but not limited to the release of unknown and unsuspected claims. I hereby represent that I have been paid all compensation owed and for all time worked up until the date I sign this Agreement, I have received all the leave and leave benefits and protections for which I am eligible through the date of this Agreement, pursuant to FMLA, CFRA, any Company policy or applicable law, and I have not suffered any on-the-job injury or illness for which I have not already filed a workers’ compensation claim through the date of this Agreement. I understand that, upon the Effective Date, this Release will take effect as a legally binding agreement between me and the Company. This Release will become effective, enforceable sets for the entire agreement and irrevocable seven days after understanding between the date on which I sign it. During the seven-day period prior to this date, I may revoke this Release to accept the terms hereof by indicating in writing Company and me relating to the Company my intention to revokematters set forth herein and supersedes all prior and contemporaneous agreements, understandings and discussions concerning such matters, whether express or implied. I understand that if I exercise my right to revoke hereunderThis Release may not be modified or amended except by a written agreement, I will forfeit my right to receive any signed by the Chief Executive Officer of the special benefits offered to me under the Agreement, Company and to the extent such payments have already been made, I agree that I will immediately reimburse the Company for the amounts of such paymentme. By: /s/ Xxxx XxXxxx Xxxx XxXxxx Date:: November 21, 2016
Appears in 1 contract
Samples: Employment Agreement (KalVista Pharmaceuticals, Inc.)
Release Agreement. I understand and agree completely to the terms set forth in the Under Armour, Inc Change in Control Severance Agreement (the “Agreement”). I understand that this Release, together with the Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company Under Armour Europe B.V. (the “Company”) and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Agreement. I hereby confirm my obligations under the Company’s Employee Confidentiality, Non-Competition Competition, Side Activities, Intellectual Property and Non-Solicitation Agreement. Except as otherwise set forth in this Release, I hereby generally and completely release the Company and its parents, subsidiaries, successors, predecessors and affiliates, and its and their partners, members, directors, officers, employees, stockholders, shareholders, agents, attorneys, predecessors, insurers, affiliates and assigns, from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date I sign this Release. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (b) all claims related to my compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company (other than compensation and benefits accrued before any termination of employment or any rights you may have under stock option grants); (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of PRIVATE AND CONFIDENTIAL 1990 (as amended), the federal Age Discrimination in Employment Act (as amended), and the federal Employee Retirement Income Security Act of 1974 (as amended). I understand that I may consider whether to agree to the terms contained herein for a period of twenty-one days after the date hereof. Accordingly, I will sign and return the acknowledgment copy of this Release to acknowledge my understanding of and agreement with the foregoing. Prior to my signing this Release, I was advised to consult with an attorney. This Release will become effective, enforceable and irrevocable seven days after the date on which I sign it. During the seven-day period prior to this date, I may revoke this Release to accept the terms hereof by indicating in writing to the Company my intention to revoke. I understand that if I exercise my right to revoke hereunder, I will forfeit my right to receive any of the special benefits offered to me under the Agreement, and to the extent such payments have already been made, I agree that I will immediately reimburse the Company for the amounts of such payment. By: Date:
Appears in 1 contract
Samples: Change in Control Severance Agreement (Under Armour, Inc.)
Release Agreement. I understand and agree completely that my position with Mad Catz Interactive, Inc. (the “Company”) terminated effective ___________, _____ (the “Separation Date”). The Company has agreed that if I choose to sign this Release, the Company will pay me certain severance benefits pursuant to the terms set forth in of the Under Armour, Inc Change in Control Severance Employment Agreement (the “Agreement”)) between myself and the Company, and any agreements incorporated therein by reference. I understand that I am not entitled to such benefits unless I sign this Release and it becomes fully effective. I understand that, regardless of whether I sign this Release, together with the Company will pay me all of my accrued salary and vacation through the Separation Date, to which I am entitled by law. In consideration for the severance benefits I am receiving under the Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated therein. Certain capitalized terms used in this Release are defined in the Agreement. I hereby confirm my obligations under the Company’s Employee Confidentiality, Non-Competition and Non-Solicitation Agreement. Except as otherwise set forth in this Release, I hereby generally and completely release the Company and its parents, subsidiaries, successors, predecessors and affiliates, and its and their partners, membersofficers, directors, officers, employees, stockholders, shareholders, agents, attorneys, predecessorsemployees, insurersshareholders, parents, subsidiaries, and affiliates and assigns, from any and all claims, liabilities liabilities, demands, causes of action, attorneys’ fees, damages or obligations of every kind and obligationsnature, both whether they are now known and or unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring arising at any time prior to and including the date I sign this Release. This general release includes, but is not limited to: (a) all claims arising Release and which arise out of my employment or in my termination of employment with the Company, including, without limitation, any way related to such claims based on federal and state statutory and common law, breach of contract, tort, wrongful termination, discrimination, wages or benefits, or claims for any form of compensation for services. Notwithstanding the foregoing, I am not releasing any right of indemnification I may have for any liabilities arising from my actions within the course and scope of my employment with the Company Company. Notwithstanding anything herein to the contrary, the release described herein does not apply to any rights or the termination of that employment; (b) obligations arising under this Release Agreement. In releasing claims unknown to me at present, I am waiving all claims related to my compensation or benefits, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company (other than compensation rights and benefits accrued before under Section 1542 of the California Civil Code, and any termination law or legal principle of employment similar effect in any jurisdiction: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED YOUR SETTLEMENT WITH THE DEBTOR. If I am forty (40) years of age or older as of the Separation Date, I acknowledge that I am knowingly and voluntarily waiving and releasing any rights you I may have under stock option grants); (c) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990 (as amended), the federal Age Discrimination in Employment Act of 1967, as amended (as amended), and the federal Employee Retirement Income Security Act of 1974 (as amended“ADEA”). I understand also acknowledge that the consideration given for the waiver in the above paragraph is in addition to anything of value to which I was already entitled. I have been advised by this writing, as required by the ADEA that: (a) my waiver and release do not apply to any claims that may consider whether arise after my signing of this Release; (b) I should consult with an attorney prior to agree to the terms contained herein for a period of executing this Release; (c) I have twenty-one (21) days after within which to consider this Release (although I may choose to voluntarily execute this Release earlier); (d) I have seven (7) days following the date hereof. Accordingly, I will sign and return the acknowledgment copy execution of this Release release to acknowledge my understanding of revoke the Release; and agreement with the foregoing. Prior to my signing (e) this Release, I was advised to consult with an attorney. This Release will become effective, enforceable and irrevocable seven days not be effective until the eighth day after the date on which I sign it. During the seven-day period prior to this date, I may revoke this Release to accept the terms hereof has been signed both by indicating in writing to me and by the Company my intention to revoke(“Effective Date”). I understand that if I exercise my right to revoke hereunderAgreed: MAD CATZ INTERACTIVE, I will forfeit my right to receive any of the special benefits offered to me under the Agreement, and to the extent such payments have already been made, I agree that I will immediately reimburse the Company for the amounts of such paymentINC. [EMPLOYEE] By: Xxxxxx Xxxxxxxxxx Chief Executive Officer Date: Date:
Appears in 1 contract
Samples: Mad Catz Interactive Inc