Common use of Release and Termination Clause in Contracts

Release and Termination. 4.1 In consideration of the payment provided for in Section 3.1, the Employee hereby agrees, on behalf of himself and his administrators, heirs, assigns and anyone claiming through him, to release completely and forever discharge the Employer and its affiliates and subsidiaries, and their respective officers, directors, shareholders, agents, servants, representatives, underwriters, successors, heirs and assigns, from any and all claims, demands, obligations and causes of action, of any nature whatsoever, whether known or unknown, which the Employee ever had, now has or might have in the future as a result of the Employee’s employment with the Employer or the termination thereof, including, without limitation, any claim relating to the Employment Agreement or the termination thereof pursuant to Section 4.2 of this Agreement or any claim relating to any violation of any federal or state statute or regulation, any claim for wrongful discharge or breach of contract, any claim relating to state or federal laws (including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1968, the Employment Retirement Income and Security Act, the Fair Labor Standards Act, the Americans with Disabilities Act and the Rehabilitation Act). 4.2 The Employment Agreement is hereby terminated and rendered null and void, save and except for those provisions thereof that are expressly stated to survive the termination thereof, including, without limitation, Sections 12 (Non-competition), 13 (No Solicitation of Patients), 14 (No Solicitation of Employees), 15 (Confidentiality) and 16 (Remedies) of the Employment Agreement. The Employee hereby agrees to abide by such provisions. 4.3 The Employee hereby acknowledges and agrees that none of the options granted to him under the Employer’s 2002 Stock Option Plan were exercisable on the Termination Date and that, by their terms and conditions, will never be exercisable.

Release and Termination. 4.1 In consideration of the payment provided for in Section 3.13.1(ii), the Employee hereby agrees, on behalf of himself and his administrators, heirs, assigns and anyone claiming through him, to release completely and forever discharge the Employer and its affiliates and subsidiaries, and their respective officers, directors, shareholders, agents, servants, representatives, underwriters, successors, heirs and assigns, from any and all claims, demands, obligations and causes of action, of any nature whatsoever, whether known or unknown, which the Employee ever had, now has or might have in the future as a result of the Employee’s employment with the Employer or the termination thereof, including, without limitation, any claim relating to the Employment Agreement or the termination thereof pursuant to Section 4.2 of this Agreement or any claim relating to any violation of any Canadian federal or state provincial statute or regulation, any claim for wrongful discharge or breach of contract, contract or any claim relating to state Canadian federal or federal provincial laws (including, without limitation, Title VII the Employment Standards Act (Ontario) and the Ontario Human Rights Code). Notwithstanding the foregoing, nothing herein shall be construed as depriving the Employee of (i) any indemnification rights to which he is entitled under the Amended and Restated By-laws of the Civil Rights Act Employer on or prior to the Termination Date or (ii) any protection to which he may be entitled, on, prior to or after the Termination Date, under the Employer’s directors’ and officers’ liability insurance policy from time to time, or as releasing the Employer from any of 1964the Employer’s representations, the Age Discrimination in Employment Act of 1968, the Employment Retirement Income warranties and Security Act, the Fair Labor Standards Act, the Americans with Disabilities Act and the Rehabilitation Act)covenants under this Agreement. 4.2 The Employment Agreement is hereby terminated and rendered null and void, save and except for those provisions thereof that are expressly stated to survive the termination thereof, includingif any, without limitation, Sections 12 (Non-competition), 13 (No Solicitation of Patients), 14 (No Solicitation of Employees), 15 (Confidentiality) and 16 (Remedies) Section 9 of the Employment AgreementAgreement (Covenant not to Compete), Section 10 of the Employment Agreement (Secrecy), Section 11 of the Employment Agreement (No Interference), Section 12 of the Employment Agreement (Assignment of Inventions), Section 13 of the Employment Agreement (Existing Inventions), Section 15 of the Employment Agreement (Indemnification), Section 18 of the Employment Agreement (Mediation) and Section 19 of the Employment Agreement (Arbitration). The Employee hereby agrees to abide by all of such provisions. 4.3 The Employer hereby acknowledges and agrees that the Employee holds (i) 300,000 time-based options (the “Time-Based Options”) granted under the Employer’s 2002 Stock Option Plan (the “Plan”) and (ii) 75,000 performance-based options (the “Performance-Based Options”) granted under the Plan. The Employer hereby further acknowledges and agrees that, notwithstanding the termination of the Employee’s employment with the Employer and the termination of the Employment Agreement pursuant hereto, all of the Time-Based Options are currently exercisable at U.S.$0.99 per Time-Based Option and, in all other respects, in accordance with the terms and conditions of the Notice of Grant of Stock Option and the Stock Option Agreement, both relating to the grant of the Time-Based Options, and the Plan. The Employer hereby further acknowledges and agrees that there are currently no Employer-imposed restrictions on the Employee’s ability to exercise any of the Time-Based Options. The Employee hereby acknowledges and agrees that none of the options granted to him under the Employer’s 2002 Stock Option Plan were Performance-Based Options are exercisable on the Termination Date and that, by their terms and conditions, will never be exercisable.

Release and Termination. 4.1 In consideration of the payment provided for in Section 3.1, the Employee hereby agrees, on behalf of himself and his administrators, heirs, assigns and anyone claiming through him, to release completely and forever discharge the Employer and its affiliates and subsidiaries, and their respective officers, directors, shareholders, agents, servants, representatives, underwriters, successors, heirs and assigns, from any and all claims, demands, obligations and causes of action, of any nature whatsoever, whether known or unknown, which the Employee ever had, now has or might have in the future as a result of the Employee’s employment with the Employer or the termination thereof, including, without limitation, any claim relating to the Employment Agreement or the termination thereof pursuant to Section 4.2 of this Agreement or any claim relating to any violation of any Canadian federal or provincial statute or regulation, any U.S. federal or state statute or regulation, any claim for wrongful discharge or breach of contract, any claim relating to Canadian federal or provincial laws (including, without limitation, the Employment Standards Act (Ontario) and the Ontario Human Rights Code) or any claim relating to U.S. state or federal laws (including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1968, the Employment Retirement Income and Security Act, the Fair Labor Standards Act, the Americans with Disabilities Act and the Rehabilitation Act). Notwithstanding the foregoing, nothing herein shall be construed as depriving the Employee of any indemnification rights to which he is entitled under the Amended and Restated By-laws of the Employer on or prior to the Termination Date or of any protection to which he may be entitled, on, prior to or after the Termination Date, under the Employer’s directors’ and officers’ liability insurance policy from time to time. 4.2 The Employment Agreement is hereby terminated and rendered null and void, save and except for those provisions thereof that are expressly stated to survive the termination thereof, including, without limitation, Sections 12 (Non-competition), 13 (No Solicitation of Customers or Patients), 14 (No Solicitation of Employees), 15 (Confidentiality) and 16 (Remedies) of the Employment Agreement. The Employee hereby agrees to abide by such provisions. 4.3 The Employee hereby acknowledges and agrees that none of the options granted to him under the Employer’s 2002 Stock Option Plan were are exercisable on the Termination Date and that, by their terms and conditions, will never be exercisable.

Release and Termination. 4.1 In consideration of the payment provided for in Section 3.1, the 7.1 The Employee hereby agrees, on behalf of himself and his administrators, heirs, assigns and anyone claiming through him, to release completely and forever discharge the Employer and its affiliates and subsidiaries, and their respective officers, directors, shareholders, agents, servants, representatives, underwriters, successors, heirs and assigns, from any and all claims, demands, obligations and causes of action, of any nature whatsoever, whether known or unknown, which the Employee ever had, now has or might have in the future as a result of the Employee’s employment with the Employer or the termination thereofthereof hereunder, including, without limitation, any claim relating to the Employment Agreement or the termination thereof pursuant to Section 4.2 of this Agreement hereunder or any claim relating to any violation of any U.S. federal or state statute or regulation, any claim for wrongful discharge or breach of contract, contract or any claim relating to U.S. state or federal laws (including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1968, the Employment Retirement Income and Security Act, the Fair Labor Standards Act, the Americans with Disabilities Act and the Rehabilitation Act), provided, however, that such release and discharge shall be effective only upon the payment in full by the Employer of the Severance Balance pursuant to Article 3. For greater certainty, the release and discharge by the Employee pursuant to this Section 7.1 shall have no force or effect whatsoever until such time, if ever, that the Severance Balance is paid in full by the Employer to the Employee. Notwithstanding the foregoing, nothing herein shall be construed as depriving the Employee of any indemnification rights to which he is entitled under the Amended and Restated By-laws of the Employer on or prior to the Termination Date or of any protection to which he may be entitled, on, prior to or after the Termination Date, under the Employer’s directors’ and officers’ liability insurance policy from time to time. 4.2 7.2 Section 12 of the Employment Agreement (Non-Competition) is hereby amended by replacing, in the first paragraph thereof, the words “the business carried on during the Employment Period or at the end thereof, as the case may be, by the Corporation or any of its Subsidiaries.” with the words “(i) the Corporation’s RHEO business and/or (ii) the business of OcuSense, Inc., as each of them was carried on during the Employment Period.”. 7.3 The Employment Agreement is hereby terminated and rendered null and void, save and except for those provisions thereof that are expressly stated to survive the termination thereof, including, without limitation, Sections Section 12 (Non-competitionCompetition), as amended by Section 7.2 of this Agreement, and Sections 13 (No Solicitation of PatientsCustomers), 14 (No Solicitation of Employees), ) 15 (Confidentiality) and 16 (Remedies) of the Employment Agreement). The Employee hereby agrees to abide by such provisions. 4.3 The Employee hereby acknowledges and agrees that none , including, for greater certainty, Section 12 of the options granted to him under the Employer’s 2002 Stock Option Plan were exercisable on the Termination Date and thatEmployment Agreement (Non-Competition), as amended by their terms and conditions, will never be exercisableSection 7.2 of this Agreement.

Release and Termination. 4.1 In consideration of the payment provided for in Section 3.1, the 7.1 The Employee hereby agrees, on behalf of himself and his administrators, heirs, assigns and anyone claiming through him, to release completely and forever discharge the Employer and its affiliates and subsidiaries, and their respective officers, directors, shareholders, agents, servants, representatives, underwriters, successors, heirs and assigns, from any and all claims, demands, obligations and causes of action, of any nature whatsoever, whether known or unknown, which the Employee ever had, now has or might have in the future as a result of the Employee’s employment with the Employer or the termination thereofthereof hereunder, including, without limitation, any claim relating to the Employment Agreement or the termination thereof pursuant to Section 4.2 of this Agreement hereunder or any claim relating to any violation of any U.S. federal or state statute or regulation, any claim for wrongful discharge or breach of contract, contract or any claim relating to U.S. state or federal laws (including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1968, the Employment Retirement Income and Security Act, the Fair Labor Standards Act, the Americans with Disabilities Act and the Rehabilitation Act), provided, however, that such release and discharge shall be effective only upon the payment in full by the Employer of the Severance Balance pursuant to Article 3. For greater certainty, the release and discharge by the Employee pursuant to this Section 7.1 shall have no force or effect whatsoever until such time, if ever, that the Severance Balance is paid in full by the Employer to the Employee. Notwithstanding the foregoing, nothing herein shall be construed as depriving the Employee of any indemnification rights to which he is entitled under the Amended and Restated By-laws of the Employer on or prior to the Termination Date or of any protection to which he may be entitled, on, prior to or after the Termination Date, under the Employer’s directors’ and officers’ liability insurance policy from time to time. 4.2 7.2 Section 12 of the Employment Agreement (Non-Competition) is hereby amended by replacing, in the first paragraph thereof, the words “the business carried on during the Employment Period or at the end thereof, as the case may be, by the Corporation or any of its Subsidiaries.” with the words “(i) the Corporation’s RHEO business and/or (ii) the business of OcuSense, Inc., as each of them was carried on during the Employment Period.”. 7.3 The Employment Agreement is hereby terminated and rendered null and void, save and except for those provisions thereof that are expressly stated to survive the termination thereof, including, without limitation, Sections Section 12 (Non-competition), Competition) and Sections 13 (No Solicitation of Patients), 14 (No Solicitation of Employees), ) 15 (Confidentiality) and 16 (Remedies) of the Employment Agreement). The Employee hereby agrees to abide by such provisions. 4.3 The Employee hereby acknowledges and agrees that none , including, for greater certainty, Section 12 of the options granted to him under the Employer’s 2002 Stock Option Plan were exercisable on the Termination Date and thatEmployment Agreement (Non-Competition), as amended by their terms and conditions, will never be exercisableSection 7.2 of this Agreement.

Release and Termination. 4.1 In consideration of the payment provided for in Section 3.1, the 6.1 The Employee hereby agrees, on behalf of himself herself and his her administrators, heirs, assigns and anyone claiming through himher, to release completely and forever discharge the Employer and its affiliates and subsidiaries, and their respective officers, directors, shareholders, agents, servants, representatives, underwriters, successors, heirs and assigns, from any and all claims, demands, obligations and causes of action, of any nature whatsoever, whether known or unknown, which the Employee ever had, now has or might have in the future as a result of the Employee’s employment with the Employer or the termination thereofthereof hereunder, including, without limitation, any claim relating to the Employment Agreement or the termination thereof pursuant to Section 4.2 of this Agreement hereunder or any claim relating to any violation of any Canadian federal or state provincial statute or regulation, any claim for wrongful discharge or breach of contract, contract or any claim relating to state Canadian federal or federal provincial laws (including, without limitation, Title VII the Employment Standards Act (Ontario) and the Ontario Human Rights Code), provided, however, that such release and discharge shall be effective only upon the payment in full by the Employer of the Civil Rights Act of 1964Severance Balance pursuant to Article 3. For greater certainty, the Age Discrimination release and discharge by the Employee pursuant to this Section 6.1 shall have no force or effect whatsoever until such time, if ever, that the Severance Balance is paid in full by the Employer to the Employee. Notwithstanding the foregoing, nothing herein shall be construed as depriving the Employee of any indemnification rights to which she is entitled under the Amended and Restated By-laws of the Employer on or prior to the Termination Date or of any protection to which she may be entitled, on, prior to or after the Termination Date, under the Employer’s directors’ and officers’ liability insurance policy from time to time. 6.2 Section 12 of the Employment Act of 1968Agreement (Non-Competition) is hereby amended by replacing, in the first paragraph thereof, the Employment Retirement Income and Security Actwords “which involves the development, manufacturing, sales and/or distribution of products, equipment, services and/or technology relating to the apheresis treatment of ophthalmic diseases or which is otherwise the same as, or substantially similar to, or which competes with or would compete with, the Fair Labor Standards Actbusiness carried on by the Corporation or any of its Subsidiaries during the Employment Period or at the end thereof.” with the words “(i) the Corporation’s RHEO business and/or (ii) the business of OcuSense, Inc., as each of them was carried on during the Americans with Disabilities Act and the Rehabilitation Act)Employment Period.”. 4.2 6.3 The Employment Agreement is hereby terminated and rendered null and void, save and except for those provisions thereof that are expressly stated to survive the termination thereof, including, without limitation, Sections Section 12 (Non-competitionCompetition), as amended by Section 6.2 of this Agreement, and Sections 13 (No Solicitation of Customers or Patients), 14 (No Solicitation of Employees), ) 15 (Confidentiality) and 16 (Remedies) of the Employment Agreement). The Employee hereby agrees to abide by such provisions. 4.3 The Employee hereby acknowledges and agrees that none , including, for greater certainty, Section 12 of the options granted to him under the Employer’s 2002 Stock Option Plan were exercisable on the Termination Date and thatEmployment Agreement (Non-Competition), as amended by their terms and conditions, will never be exercisableSection 6.2 of this Agreement.

Release and Termination. 4.1 In consideration of the payment provided for in Section 3.1, the 6.1 The Employee hereby agrees, on behalf of himself herself and his her administrators, heirs, assigns and anyone claiming through himher, to release completely and forever discharge the Employer and its affiliates and subsidiaries, and their respective officers, directors, shareholders, agents, servants, representatives, underwriters, successors, heirs and assigns, from any and all claims, demands, obligations and causes of action, of any nature whatsoever, whether known or unknown, which the Employee ever had, now has or might have in the future as a result of the Employee’s employment with the Employer or the termination thereofthereof hereunder, including, without limitation, any claim relating to the Employment Agreement or the termination thereof pursuant to Section 4.2 of this Agreement hereunder or any claim relating to any violation of any Canadian federal or state provincial statute or regulation, any claim for wrongful discharge or breach of contract, contract or any claim relating to state Canadian federal or federal provincial laws (including, without limitation, Title VII the Employment Standards Act (Ontario) and the Ontario Human Rights Code), provided, however, that such release and discharge shall be effective only upon the payment in full by the Employer of the Civil Rights Act of 1964Severance Balance pursuant to Article 3. For greater certainty, the Age Discrimination release and discharge by the Employee pursuant to this Section 6.1 shall have no force or effect whatsoever until such time, if ever, that the Severance Balance is paid in full by the Employer to the Employee. Notwithstanding the foregoing, nothing herein shall be construed as depriving the Employee of any indemnification rights to which she is entitled under the Amended and Restated By-laws of the Employer on or prior to the Termination Date or of any protection to which she may be entitled, on, prior to or after the Termination Date, under the Employer’s directors’ and officers’ liability insurance policy from time to time. 6.2 Section 12 of the Employment Act of 1968Agreement (Non-Competition) is hereby amended by replacing, in the first paragraph thereof, the words “the business carried on during the Employment Retirement Income and Security ActPeriod or at the end thereof, as the Fair Labor Standards Actcase may be, by the Americans Corporation or any of its Subsidiaries.” with Disabilities Act and the Rehabilitation Act)words “(i) the Corporation’s RHEO business and/or (ii) the business of OcuSense, Inc., as each of them was carried on during the Employment Period.”. 4.2 6.3 The Employment Agreement is hereby terminated and rendered null and void, save and except for those provisions thereof that are expressly stated to survive the termination thereof, including, without limitation, Sections Section 12 (Non-competitionCompetition), as amended by Section 6.2 of this Agreement, and Sections 13 (No Solicitation of Patients), 14 (No Solicitation of Employees), ) 15 (Confidentiality) and 16 (Remedies) of the Employment Agreement). The Employee hereby agrees to abide by such provisions. 4.3 The Employee hereby acknowledges and agrees that none , including, for greater certainty, Section 12 of the options granted to him under the Employer’s 2002 Stock Option Plan were exercisable on the Termination Date and thatEmployment Agreement (Non-Competition), as amended by their terms and conditions, will never be exercisableSection 6.2 of this Agreement.

Release and Termination. 4.1 In consideration of the payment provided for in Section 3.1, the 6.1 The Employee hereby agrees, on behalf of himself and his administrators, heirs, assigns and anyone claiming through him, to release completely and forever discharge the Employer and its affiliates and subsidiaries, and their respective officers, directors, shareholders, agents, servants, representatives, underwriters, successors, heirs and assigns, from any and all claims, demands, obligations and causes of action, of any nature whatsoever, whether known or unknown, which the Employee ever had, now has or might have in the future as a result of the Employee’s employment with the Employer or the termination thereofthereof hereunder, including, without limitation, any claim relating to the Employment Agreement or the termination thereof pursuant to Section 4.2 of this Agreement hereunder or any claim relating to any violation of any U.S. federal or state statute or regulation, any claim for wrongful discharge or breach of contract, contract or any claim relating to U.S. state or federal laws (including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1968, the Employment Retirement Income and Security Act, the Fair Labor Standards Act, the Americans with Disabilities Act and the Rehabilitation Act), provided, however, that such release and discharge shall be effective only upon the payment in full by the Employer of the Severance Balance pursuant to Article 3. For greater certainty, the release and discharge by the Employee pursuant to this Section 6.1 shall have no force or effect whatsoever until such time, if ever, that the Severance Balance is paid in full by the Employer to the Employee. Notwithstanding the foregoing, nothing herein shall be construed as depriving the Employee of any indemnification rights to which he is entitled under the Amended and Restated By-laws of the Employer on or prior to the Termination Date or of any protection to which he may be entitled, on, prior to or after the Termination Date, under the Employer’s directors’ and officers’ liability insurance policy from time to time. 4.2 6.2 Section 12 of the Employment Agreement (Non-Competition) is hereby amended by replacing the words “the business carried on during the Employment Period or at the end thereof, as the case may be, by the Corporation or any of its Subsidiaries.” with the words “(i) the Corporation’s RHEO business and/or (ii) the business of OcuSense, Inc., as each of them was carried on during the Employment Period.”. 6.3 The Employment Agreement is hereby terminated and rendered null and void, save and except for those provisions thereof that are expressly stated to survive the termination thereof, including, without limitation, Sections Section 12 (Non-competitionCompetition), as amended by Section 6.2 of this Agreement, and Sections 13 (No Solicitation of Patients), 14 (No Solicitation of Employees), ) 15 (Confidentiality) and 16 (Remedies) of the Employment Agreement). The Employee hereby agrees to abide by such provisions. 4.3 The Employee hereby acknowledges and agrees that none , including, for greater certainty, Section 12 of the options granted to him under the Employer’s 2002 Stock Option Plan were exercisable on the Termination Date and thatEmployment Agreement (Non-Competition), as amended by their terms and conditions, will never be exercisableSection 6.2 of this Agreement.