Common use of Release and Waiver of Claims by Executive Clause in Contracts

Release and Waiver of Claims by Executive. For good and valuable consideration, including the Company's agreements contained in Section 3 hereof and elsewhere herein, the Executive hereby releases, discharges and forever acquits the Company, its affiliates and the past, present and future stockholders, members, partners, directors, managers, employees, agents, attorneys, heirs, legal representatives, successors and assigns of the foregoing, in their personal and representative capacities (collectively, the "Company Parties" or singularly, a “Company Party”), from liability for, and hereby waives, any and all claims, damages, punitive damages, attorneys’ fees and causes of action of any and every kind, whether in contract or in tort, known or unknown, matured or unmatured, at law or in equity, including, but not limited to, any and all claims for breach of contract, breach of fiduciary duty, torts, intentional torts, negligence, gross negligence and claims arising under or by virtue of any state or federal statute or constitution, for all actions and/or inactions by the Company occurring on or before the effective date of this Agreement, including, but not limited to, all matters related to, Executive's employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter with respect to the Executive's employment with the Company on or prior to the date of this Agreement including without limitation any alleged violation through the date of this Agreement of (i) the Age Discrimination in Employment Act of 1967, as amended; (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991, as amended; (iv) Section 1981 through 1988, and Section 2000 et seq., of Title 42 of the United States Code, as amended; (v) the Employee Retirement Income Security Act of 1974, as amended; (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (viii) the Fair Labor Standards Act, as amended; (ix) the Occupational Safety and Health Act, as amended; (x) the Worker Adjustment and Retraining Notification Act of 1988; (xi) the Xxxxxxxx-Xxxxx Act of 2002, as amended; (xii) the Equal Pay Act, as amended; (xiii) the National Labor Relations Act, as amended; (xiv) the Family and Medical Leave Act, as amended; (xv) the Older Workers Benefit Protection Act, as amended; (xvi) the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (xvii) the Health Insurance and Portability Accountability Act of 1996, as amended; (xviii) 29 U.S.C. Section 201 et seq.; (xix) 29 U.S.C. Section 206; (xx) 29 U.S.C. Section 1001, et. seq.; (xxi) the Texas Health and Safety Code, (xxii) the Texas Payday Act, (xxiii) the Texas Commission on Human Rights Act, (xxiv) the Texas Labor Code (including but not limited to Chapters 21, 61 and 451thereof), (xxv) any other state or federal employment or civil rights act or provision of law, and any and all claims for severance pay or benefits under any compensation or employee benefit plan, program, policy, contract or other arrangement; (xxvi) any other state anti-discrimination law; (xxvii) any other state wage and hour law; (xxviii) any other local, state or federal law, regulation, or ordinance; (xxix) any public policy, contract, tort, or common law claim; (xxx) any allegation for costs, fees, or other expenses including attorneys' fees incurred in these matters; (xxxi) any and all rights, benefits, or claims the Executive may have under any employment contract, incentive compensation plan, or stock option plan with any Company Party, or to any ownership interest in any Company Party; and (xxxii) any claim for compensation or benefits of any kind (collectively, the "Released Claims"). The foregoing release is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, the Executive is simply agreeing that, in exchange for the consideration recited in the first sentence of this paragraph, any and all potential claims of this nature that the Executive may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. By signing this Agreement, the Executive is bound by it. Anyone who succeeds to the Executive's rights and responsibilities, such as heirs or the executor of the Executive's estate, is also bound by this Agreement. The foregoing release also applies to any claims brought by any person or agency or class action under which the Executive may have a right or benefit. THE FOREGOING RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES. The Executive affirms that he has not filed, caused to be filed, and presently is not a party to, any claim, complaint, or action against the Company in any forum or form. The Executive further affirms that, except as set forth in Section 4 hereof, he has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which he may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits are due to him. The Executive furthermore affirms that he has no known workplace injuries or occupational diseases and has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act of 1993. The Executive agrees not to bring or join any lawsuit against any of the Company Parties in any court relating to any of the Released Claims. The Executive represents that he has not brought or joined any lawsuit or filed any charge or claim against any of the Company Parties in any court or before any government agency and has made no assignment of any rights the Executive has asserted or may have against any of the Company Parties to any person or entity, in each case, with respect to any Released Claims. If the Executive brings or joins any lawsuit against any of the Company Parties in any court (except as necessary to protect the Executive's rights under this Agreement or with respect to the Executive's entry into this release) relating to any of the Released Claims, and the Executive is the prevailing party in such lawsuit, the Executive shall be obligated to return to the Company all amounts paid to the Executive under this Agreement, to the extent permitted under applicable law and ordered by the court. Further, if the Executive violates the covenant not to xxx set forth in this paragraph, the Executive shall be required to pay all costs and expenses (including the reasonable fees of counsel, related disbursements of counsel and court costs) incurred by any Company Party to defend such lawsuit or other claim. By executing and delivering this Agreement, the Executive acknowledges that: (a) The Executive has carefully read this Agreement; (b) The Executive has been afforded the opportunity to take at least 21 days to consider this Agreement before executing and delivering it to the Company and, to the extent the Executive executed and delivered this Agreement to the Company in less than 21 days, the Executive did so voluntarily with full knowledge that he could have taken longer to consider this Agreement but deemed such additional time unnecessary. (c) The Executive has been and hereby is advised in writing that the Executive may at his option, discuss this Agreement with an attorney of his choice and that the Executive has had adequate opportunity to do so; and (d) The Executive fully understands the final and binding effect of this Agreement; the only promises made to the Executive to sign this Agreement are those stated herein; and the Executive is signing this Agreement voluntarily and of the Executive’s own free will, and that the Executive understands and agrees to each of the terms of this Agreement. Notwithstanding the initial effectiveness of this Agreement, the Executive may revoke the delivery (and therefore the effectiveness of this Agreement within the seven day period beginning on the date the Executive delivers this Agreement to the Company (such seven day period being referred to herein as the “Release Revocation Period"). To be effective, such revocation must be in writing signed by the Executive and must be delivered to the Chief Executive Officer of the Company (or his authorized representative) before 11:59 p.m. Texas time, on the last day of the Release Revocation Period. If an effective revocation is delivered in the foregoing manner and timeframe, this Agreement shall be of no force or effect and shall be null and void ab initio. No consideration shall be paid or provided if this Agreement is revoked by the Executive in the foregoing manner.

Release and Waiver of Claims by Executive. For good and valuable consideration, including Except as provided in the Company's agreements contained in last paragraph of this Section 3 hereof and elsewhere herein8, the Executive Executive, on behalf of himself/herself, and his/her family, heirs, executors, administrators, legal representatives and assigns (collectively referred to in this Release as the "Executive"), hereby unconditionally and forever releases, discharges and forever acquits waives any and all claims of any nature whatsoever, whether legal, equitable or otherwise which the Executive may have against the Company, its affiliates and the pastExecutives, present and future stockholders, members, partnersofficers, directors, managerspredecessors, employeessubsidiaries, shareholders, representatives and agents, attorneysand any person or entity which may succeed to the rights and liabilities of any such entities or persons by assignment or otherwise (collectively referred to in this Release as the "Company"), heirsarising at any time on or before the Effective Date, legal representativesin each case relating to or in connection with the Executive's employment by, successors and assigns or termination of employment with, the Company, other than with respect to the obligations of the foregoingCompany to the Executive under this Release. This Release is a release of all claims of any nature whatsoever by the Executive against the Company, in their personal and representative capacities (collectively, other than with respect to the "obligations of the Company Parties" or singularly, a “Company Party”), from liability forto the Executive under this Release, and hereby waivesincludes, other than as herein provided, any and all claims, damagesdemands, punitive damages, attorneys’ fees and causes of action action, liabilities whether known or unknown including those caused by, arising from or related to the Executive's employment relationship with the Company including, but without limitation, any and all alleged discrimination or acts of discrimination which occurred or may have occurred on or before the Effective Date based upon race, color, sex, creed, national origin, age, disability or any other violation of any and every kindEqual Employment Opportunity Law, whether in contract ordinance, rule, regulation or in tort, known or unknown, matured or unmatured, at law or in equityorder, including, but not limited to, any and all claims for breach of contract, breach of fiduciary duty, torts, intentional torts, negligence, gross negligence and claims arising under or by virtue of any state or federal statute or constitution, for all actions and/or inactions by the Company occurring on or before the effective date of this Agreement, including, but not limited to, all matters related to, Executive's employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter with respect to the Executive's employment with the Company on or prior to the date of this Agreement including without limitation any alleged violation through the date of this Agreement of (i) the Age Discrimination in Employment Act of 1967, as amended; (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991; the Age Discrimination in Employment Act, as amendedamended (as further described in Section 2 below); (iv) Section 1981 through 1988, and Section 2000 et seq., of Title 42 of the United States Code, as amendedAmericans with Disabilities Act; (v) claims under the Employee Executive Retirement Income Security Act of 1974, as amended; (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (viii) the Fair Labor Standards Act, as amended; (ix) the Occupational Safety and Health Act, as amended; (x) the Worker Adjustment and Retraining Notification Act of 1988; (xi) the Xxxxxxxx-Xxxxx Act of 2002, as amended; (xii) the Equal Pay Act, as amended; (xiii) the National Labor Relations Act, as amended; (xiv) the Family and Medical Leave Act, as amended; (xv) the Older Workers Benefit Protection Act, as amended; (xvi) the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (xvii) the Health Insurance and Portability Accountability Act of 1996, as amended; (xviii) 29 U.S.C. Section 201 et seq.; (xix) 29 U.S.C. Section 206; (xx) 29 U.S.C. Section 1001, et. seq.; (xxi) the Texas Health and Safety Code, (xxii) the Texas Payday Act, (xxiii) the Texas Commission on Human Rights Act, (xxiv) the Texas Labor Code (including but not limited to Chapters 21, 61 and 451thereof), (xxv) or any other federal, state or federal local laws or regulations regarding employment discrimination or civil rights act termination of employment. This Release also includes claims for wrongful discharge, fraud, or provision of misrepresentation under any statute, rule, regulation or under the common law, . The Executive understands and knowingly agrees to this Release because it is his/her intent in executing this Release to forever discharge the Company from any and all claims for severance pay causes of action, foreseen or benefits under any compensation or employee benefit planunforeseen, program, policy, contract or other arrangement; (xxvi) any other state anti-discrimination law; (xxvii) any other state wage and hour law; (xxviii) any other local, state or federal law, regulation, or ordinance; (xxix) any public policy, contract, tort, or common law claim; (xxx) any allegation for costs, fees, or other expenses including attorneys' fees incurred in these matters; (xxxi) any and all rights, benefits, or claims the Executive that may have under any employment contractexisted on or prior to the Effective Date, incentive compensation plan, or stock option plan with any Company Party, or to any ownership interest in any Company Party; and (xxxii) any claim for compensation or benefits of any kind (collectively, the "Released Claims"). The foregoing release is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, the Executive is simply agreeing that, in exchange except for the consideration recited in the first sentence of this paragraph, any and all potential claims of this nature that the Executive may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. By signing this Agreement, the Executive is bound by it. Anyone who succeeds to the Executive's rights and responsibilities, such as heirs or the executor of the Executive's estate, is also bound by this Agreement. The foregoing release also applies to any claims brought by any person or agency or class action under which the Executive may have a right or benefit. THE FOREGOING RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES. The Executive affirms that he has not filed, caused to be filed, and presently is not a party to, any claim, complaint, or action against the Company in any forum or form. The Executive further affirms that, except as set forth in Section 4 hereof, he has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which he may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits are due to him. The Executive furthermore affirms that he has no known workplace injuries or occupational diseases and has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act of 1993. The Executive agrees not to bring or join any lawsuit against any obligations of the Company Parties in any court relating to any of the Released Claims. The Executive represents that he has not brought or joined any lawsuit or filed any charge or claim against any of the Company Parties in any court or before any government agency and has made no assignment of any rights the Executive has asserted or may have against any of the Company Parties to any person or entity, in each case, with respect to any Released Claims. If the Executive brings or joins any lawsuit against any of the Company Parties in any court (except as necessary to protect the Executive's rights under this Agreement or with respect to the Executive's entry into this release) relating to any of the Released Claims, and the Executive is the prevailing party in such lawsuit, the Executive shall be obligated to return to the Company all amounts paid to the Executive under this Agreement, to the extent permitted under applicable law and ordered by the court. Further, if the Executive violates the covenant not to xxx set forth in this paragraphRelease. Notwithstanding the foregoing, the Executive shall be required does not release, discharge or waive: (i) any rights to pay all costs and receive any benefits provided under the provisions of any Company-maintained qualified retirement plan in which the Executive participates, (ii) any rights to reimbursement for Company-related business expenses (including the reasonable fees of counsel, related disbursements of counsel and court costs) incurred by any Company Party to defend such lawsuit or other claim. By executing and delivering this Agreement, the Executive acknowledges that: (a) The Executive has carefully read this Agreement; (b) The Executive has been afforded the opportunity to take at least 21 days to consider this Agreement before executing and delivering it on or prior to the Effective Date, (iii) any conversion rights under a Company-sponsored group term life insurance plan in which the Executive participates, (iv) any rights to indemnification from the Company and, to the fullest extent the Executive executed and delivered this Agreement permitted under relevant corporate law, or (v) any right to the Company in less than 21 days, the Executive did so voluntarily with full knowledge that he could have taken longer to consider this Agreement but deemed such additional time unnecessary. (c) The Executive has been and hereby is advised in writing that the Executive may at his option, discuss this Agreement with an attorney of his choice and that the Executive has had adequate opportunity to do so; and (d) The Executive fully understands the final and binding effect of this Agreement; the only promises made to the Executive to sign this Agreement are those stated herein; and the Executive is signing this Agreement voluntarily and of the Executive’s own free will, and that the Executive understands and agrees to each of enforce the terms of this Agreement. Notwithstanding the initial effectiveness of this Agreement, the Executive may revoke the delivery (and therefore the effectiveness of this Agreement within the seven day period beginning on the date the Executive delivers this Agreement to the Company (such seven day period being referred to herein as the “Release Revocation Period"). To be effective, such revocation must be in writing signed by the Executive and must be delivered to the Chief Executive Officer of the Company (or his authorized representative) before 11:59 p.m. Texas time, on the last day of the Release Revocation Period. If an effective revocation is delivered in the foregoing manner and timeframe, this Agreement shall be of no force or effect and shall be null and void ab initio. No consideration shall be paid or provided if this Agreement is revoked by the Executive in the foregoing mannerRelease.

Release and Waiver of Claims by Executive. For good and valuable consideration, including the Company's agreements contained in Section 3 hereof and elsewhere herein, the Executive hereby releases, discharges and forever acquits the Company, its affiliates and the past, present and future stockholders, members, partners, directors, managers, officers, employees, agents, attorneys, heirs, legal representatives, successors and assigns of the foregoing, in their personal and representative capacities (collectively, the "Company Parties" or singularly, a “Company Party”), from liability for, and hereby waives, any and all claims, damages, punitive damages, attorneys’ fees and causes of action of any and every kind, whether in contract or in tort, known or unknown, matured or unmatured, at law or in equity, including, but not limited to, any and all claims for breach of contract, breach of fiduciary duty, torts, intentional torts, negligence, gross negligence and claims arising under or by virtue of any state or federal statute or constitution, for all actions and/or inactions by the Company occurring on or before the effective date of this AgreementAgreement is executed and delivered by the Executive, including, but not limited to, all matters related to, Executive's employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter with respect to the Executive's employment with the Company on or prior to the date of this Agreement Agreement, including without limitation any alleged violation through the date of this Agreement of (i) the Age Discrimination in Employment Act of 1967, as amended; (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991, as amended; (iv) Section 1981 through 1988, and Section 2000 et seq., of Title 42 of the United States Code, as amended; (v) the Employee Retirement Income Security Act of 1974, as amended; (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (viii) the Fair Labor Standards Act, as amended; (ix) the Occupational Safety and Health Act, as amended; (x) the Worker Adjustment and Retraining Notification Act of 1988; (xi) the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as amended; (xii) the Equal Pay Act, as amended; (xiii) the National Labor Relations Act, as amended; (xiv) the Family and Medical Leave Act, as amended; (xv) the Older Workers Benefit Protection Act, as amended; (xvi) the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (xvii) the Health Insurance and Portability Accountability Act of 1996, as amended; (xviii) 29 U.S.C. Section 201 et seq.; (xix) 29 U.S.C. Section 206; (xx) 29 U.S.C. Section 1001, et. seq.; (xxi) the Texas Health and Safety Code, (xxii) the Texas Payday Act, (xxiii) the Texas Commission on Human Rights Act, (xxiv) the Texas Labor Code (including but not limited to Chapters 21, 61 and 451thereof), (xxv) any other state or federal employment or civil rights act or provision of law, and any and all claims for severance pay or benefits under any compensation or employee benefit plan, program, policy, contract or other arrangement; (xxvi) any other state anti-discrimination law; (xxvii) any other state wage and hour law; (xxviii) any other local, state or federal law, regulation, or ordinance; and/or (xxix) any public policy, contract, tort, or common law claim; claim (xxxcollectively, the “Released Claims”). The Released Claims shall also include (i) any allegation for costs, fees, or other expenses including attorneys' fees incurred in these matters; (xxxiii) any and all rights, benefits, or claims the Executive may have under any employment contract, incentive compensation plan, or stock option plan with any Company Party, or to any ownership interest in any Company Party; and (xxxiiiii) any claim for compensation or benefits of any kind (collectively, the "Released Claims")kind. The foregoing release is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, the Executive is simply agreeing that, in exchange for the consideration recited in the first sentence of this paragraph, any and all potential claims of this nature that the Executive may have against the Company Parties, regardless of whether they actually exist, are expressly settled, compromised and waived. By signing this Agreement, the Executive is bound by it. Anyone who succeeds to the Executive's rights and responsibilities, such as heirs or the executor of the Executive's estate, is also bound by this Agreement. The foregoing release also applies to any claims brought by any person or agency or class action under which the Executive may have a right or benefit. THE FOREGOING RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES. The Executive affirms that he has not filed, caused to be filed, and presently is not a party to, any claim, complaint, or action against the Company in any forum or form. The Executive further affirms that, except as set forth in Section 4 hereof, that he has been paid and/or has received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which he may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits are due to him. The Executive furthermore affirms that he has no known workplace injuries or occupational diseases and has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act of 1993. The Executive agrees not to bring or join any lawsuit against any of the Company Parties in any court relating to any of the Released Claims. The Executive represents that he has not brought or joined any lawsuit or filed any charge or claim against any of the Company Parties in any court or before any government agency and has made no assignment of any rights the Executive has asserted or may have against any of the Company Parties to any person or entity, in each case, with respect to any Released Claims. If the Executive brings or joins any lawsuit against any of the Company Parties in any court (except as necessary to protect the Executive's rights under this Agreement or with respect to the Executive's entry into this release) relating to any of the Released Claims, and the Executive is the prevailing party in such lawsuit, the Executive shall be obligated to return to the Company all amounts paid to the Executive under this Agreement, to the extent permitted under applicable law and ordered by the court. Further, if the Executive violates the covenant not to xxx sxx set forth in this paragraph, the Executive shall be required to pay all costs and expenses (including the reasonable fees of counsel, related disbursements of counsel and court costs) incurred by any Company Party to defend such lawsuit or other claim. By executing and delivering this Agreement, the Executive acknowledges that: (a) The Executive has carefully read this Agreement; (b) The Executive has been afforded the opportunity to take at least 21 days to consider this Agreement before executing and delivering it to the Company and, to the extent the Executive executed and delivered this Agreement to the Company in less than 21 days, the Executive did so voluntarily with full knowledge that he could have taken longer to consider this Agreement but deemed such additional time unnecessary. (c) The Executive has been and hereby is advised in writing that the Executive may at his option, discuss this Agreement with an attorney of his choice and that the Executive has had adequate opportunity to do so; and (d) The Executive fully understands the final and binding effect of this Agreement; the only promises made to the Executive to sign this Agreement are those stated herein; and the Executive is signing this Agreement voluntarily and of the Executive’s own free will, and that the Executive understands and agrees to each of the terms of this Agreement. Notwithstanding the initial effectiveness of this Agreement, the Executive may revoke the delivery (and therefore the effectiveness of this Agreement within the seven seven-day period beginning on the date the Executive executes and delivers this Agreement to the Company (such seven day period being referred to herein as the “Release Revocation Period"). To be effective, such revocation must be in writing signed by the Executive and must be delivered to the Chief Executive Officer of the Company (or his authorized representative) before 11:59 p.m. Texas time, on the last day of the Release Revocation Period. If an effective revocation is delivered in the foregoing manner and timeframe, this Agreement shall be of no force or effect and shall be null and void ab initioinitio . No consideration shall be paid or provided if this Agreement is revoked by the Executive in the foregoing manner.