Common use of Release and Waiver Clause in Contracts

Release and Waiver. (a) The Executive, for himself, his heirs, successors and assigns, does hereby generally and completely waive, release and forever discharge, CNOB, and all their representatives, officers, directors employees and affiliates, and each and every successor, assign and agent (the “Released CNOB”), from and against any and all claims. As used herein, “claims” means any and all matters relating to the Employment Agreement, including, but not limited to, any and all claims related to Executive’s service as an employee, officer or director of CNOB or any subsidiary or affiliate through the effective date of this Agreement or arising from or related to Executive’s service with CNOB, and any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs, expenses, damages, actions and causes of actions, whether in law or in equity, whether known or unknown, suspected or unsuspected, arising from Executive’s employment or service with CNOB or any subsidiary or affiliate thereof, and, except as set forth below, also includes but is not limited to: (i) claims under federal, state or local law (statutory or decisional) for breach of contract, tort, wrongful or abusive or unfair discharge or dismissal, impairment of economic opportunity or defamation, breach of fiduciary duty, intentional infliction of emotional distress, or discrimination based upon race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation or any other unlawful criterion or circumstance; (ii) claims for compensation, bonuses or benefits; (iii) claims under any employment letter, service agreement, severance program, compensation, bonus, incentive, deferred retirement, health, welfare or benefit plan or arrangement maintained by CNOB and its affiliates; (iv) claims for sexual harassment; (v) claims related to whistle blowing; (vi) claims for punitive, incidental, indirect, consequential, special or exemplary damages; (vii) claims for violations of any of the following laws (as amended) from the beginning of time to the effective date of this Agreement: the Equal Pay Act, the Civil Rights Act of 1866, 42 U.S.C. § 1981, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991 as amended, the Equal Pay Act, the Genetic Information and Discrimination Act, the Americans with Disabilities Act of 1991, the Worker Adjustment Retraining and Notification Act, 29 U.S.C. § 2101, et seq., the Family and Medical Leave Act of 1993, the Rehabilitation Act, Executive Order 11246, all claims and damages relating to race, sex, national origin, disabilities, religion, sexual orientation and age, all employment discrimination claims arising under similar state, country or city statutes, any claims for unpaid compensation, wages and bonuses under the federal Fair Labor Standards Act, 29 U.S.C. § 201, et seq., any and all claims for violation of Code Section 409A, or any state, county or city law or ordinance regarding wages or compensation, and (viii) claims for violations of any other applicable labor or employment statute or law, from the beginning of time to the effective date of this Agreement. For avoidance of doubt, this Section includes a release of claims under the New Jersey Law Against Discrimination, the New Jersey State WARN Act, the New Jersey Conscientious Employee Protection Act, the New Jersey Smoke-Free Air Act, the New Jersey Equal Pay Act, the New Jersey Occupational Safety and Health Law, the New Jersey Temporary Disability Benefits Act and the New Jersey Family Leave Act. In addition, Executive waives any and all rights under the laws of any jurisdiction in the United States that limit a general release to those claims that are known or suspected to exist in Executive’s favor as of the effective date of this Agreement. The foregoing list is meant to be illustrative rather than exclusive. (b) Notwithstanding the foregoing, Executive does not waive any rights related to: (i) CNOB’s obligations to make payments or provide other benefits under either Section 6(c) or 7(c) of the Employment Agreement, (ii) claims for payment under any equity compensation plan of CNOB in effect as of the date hereof and under which Executive received an award, (iii) claims for benefits under CNOB’s tax-qualified retirement plans or other benefit or compensation plans in which Executive has a vested benefit, or (iv) claims for benefits required by applicable law or health insurance coverage under applicable state and federal group health care continuation coverage laws (e.g., COBRA). In addition, excluded from this release and waiver are any claims which cannot be waived by law, including, but not limited to, the right to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization or any other federal, state or local governmental agency or commission (each a “Governmental Agency”), or to testify, assist or participate in any investigation, hearing or proceeding conducted by a Governmental Agency. In the event Executive files a charge or complaint with a Government Agency, or a Government Agency asserts a claim on Executive’s behalf, Executive agrees that his release of claims in this Agreement shall nevertheless bar Executive’s right (if any) to any monetary or other recovery (including reinstatement), except that Executive does not waive: (i) Executive’s right to receive an award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, and (ii) any other right where waiver is expressly prohibited by law. (c) Executive agrees not to institute, nor has Executive instituted, a lawsuit against any Released Company Party based on any waived claims or rights as set forth above. (d) EXCEPT AS OTHERWISE PROVIDED HEREIN, EXECUTIVE ACKNOWLEDGES AND AGREES THAT THIS RELEASE IS A FULL AND FINAL BAR TO ANY AND ALL CLAIM(S) OF ANY TYPE THAT EXECUTIVE MAY NOW HAVE AGAINST ANY RELEASED COMPANY PARTY.

Appears in 3 contracts

Samples: Employment Agreement (ConnectOne Bancorp, Inc.), Employment Agreement (ConnectOne Bancorp, Inc.), Employment Agreement (ConnectOne Bancorp, Inc.)

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Release and Waiver. (a) The In further consideration of the covenants undertaken pursuant to the Employment Agreement including, without limitation, all payments and benefits provided to Executive, and in exchange for himselfthose benefits provided for in Sections 6, his heirs, successors 7 and assigns, does hereby generally and completely waive, release and forever discharge, CNOB, and all their representatives, officers, directors employees and affiliates, and each and every successor, assign and agent (the “Released CNOB”), from and against any and all claims. As used herein, “claims” means any and all matters relating to 8 of the Employment Agreement, includingother than those described in Section 6(a)(i-v), but not limited toExecutive releases Xxxx-Xxxx Realty L.P. and Xxxx-Xxxx Realty Corporation, their respective predecessors, successors, affiliates, subsidiaries, parents and assigns (collectively and individually, the "Employer"), and their officers, directors, managers, trustees, shareholders, partners, members, employees, agents and all persons acting by, through, under, or in concert with them or any of them (collectively called "Employer Releasees"), from any and all claims related to Executive’s service as an employee, officer or director of CNOB or any subsidiary or affiliate through the effective date of this Agreement or arising from or related to Executive’s service with CNOB, and any and all claims, debts, liabilities, demandsliability, obligations, promises, acts, agreements, costs, expenses, damages, actions and causes of actionsaction, whether claims, and/or demands whatsoever in law or in equity, whether known equity arising or unknown, suspected or unsuspected, arising that may arise from any aspect of Executive’s employment or service with CNOB or any subsidiary or affiliate thereofthe Employer and separation from that employment. This release includes, and, except as set forth below, also includes but is not limited to: to (ia) all wrongful discharge claims (including but not limited to claims based on breach of contract or implied contract, breach of the covenant of good faith and fair dealing, or violation of public policy); (b) claims under federal, state or local law (statutory or decisional) for breach of contract, tort, wrongful or abusive or unfair discharge or dismissal, impairment of economic opportunity or defamation, breach of fiduciary duty, intentional infliction of emotional distress, or discrimination based upon race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation or any other unlawful criterion or circumstance; (ii) claims for compensation, bonuses or benefits; (iii) claims under any employment letter, service agreement, severance program, compensation, bonus, incentive, deferred retirement, health, welfare or benefit plan or arrangement maintained by CNOB and its affiliates; (iv) claims for sexual harassment; (v) claims related to whistle blowing; (vi) claims for punitive, incidental, indirect, consequential, special or exemplary damages; (vii) claims for violations of any of the following laws (as amended) from the beginning of time to the effective date of this Agreement: the Equal Pay Act, the Civil Rights Act of 1866, 42 U.S.C. § 1981, Title VII of the Civil Rights Act of 19641964 as amended (which prohibits discrimination on the basis of color, national origin, race, religion, and sex); (c) claims under the Age Discrimination in Employment Act (which prohibits discrimination against persons 40 years of age or older because of age); (d) claims under the Employee Retirement Income Security Act of 1974, as amended; (e) claims under the Older Workers Benefit Protection Act of 1990; (f) claims under the Civil Rights Act of 1991 as amended, 1866; (g) claims under the Equal Pay Xxxxxxxx-Xxxxx Act of 2002; (h) claims under the Consolidated Omnibus Budget Reconciliation Act, ; (i) claims under the Genetic Information Immigration Reform and Discrimination Control Act, ; (j) claims under the National Labor Relations Act; (k) claims under the Americans with With Disabilities Act (which prohibits discrimination on the basis of 1991, the Worker Adjustment Retraining and Notification Act, 29 U.S.C. § 2101, et seq., disabilities); (l) claims under the Family and Medical Leave Act of 1993, the Rehabilitation Act, Executive Order 11246, all ; (m) claims and damages relating to race, sex, national origin, disabilities, religion, sexual orientation and age, all employment discrimination claims arising under similar state, country or city statutes, any claims for unpaid compensation, wages and bonuses under the federal Fair Labor Standards Genetic Information Non-Discrimination Act, 29 U.S.C. § 201, et seq., any and all claims for violation of Code Section 409A, or any state, county or city law or ordinance regarding wages or compensation, and ; (viiin) claims for violations of under the Fair Credit Reporting Act; (o) claims under the Families First Coronavirus Response Act; (p) claims under any other applicable labor state or employment statute or federal wage and hour law, from the beginning of time to the effective date of this Agreement. For avoidance of doubt, this Section includes a release of ; (q) claims under the New Jersey Law Against DiscriminationDiscrimination (which prohibits discrimination on the basis of age, the New Jersey State WARN Actcolor, physical or mental impairment or disability, national origin, race, religion, sex, and affectional or sexual orientation and gender identity or expression); (r) claims under the New Jersey Conscientious Employee Protection Act, the New Jersey Smoke-Free Air Act, the New Jersey Equal Pay Act, the New Jersey Occupational Safety and Health Law, the New Jersey Temporary Disability Benefits Act and ; (s) claims under the New Jersey Family Leave Act. In addition, Executive waives any and all rights ; (t) claims under the laws New Jersey SAFE Act; (u) claims under the New Jersey Earned Sick Leave Law; (v) claims under the New York State Human Rights Law; (w) claims under the New York State Wage Theft Prevention Act; (x) claims under the New York State Paid Family Leave Law; and (y) claims under any other federal or state statute, common law, or decisional law, as well as claims for negligent and/or intentional infliction of emotional distress, for alleged interference with any contract, economic opportunity or prospective economic advantage, or for alleged violation of any jurisdiction in the United States that limit a general release to those claims that are known or suspected to exist in Executive’s favor as of the effective date of this Agreement. The foregoing list is meant to be illustrative rather than exclusive. (b) Notwithstanding the foregoing, Executive does not waive any rights related to: (i) CNOB’s obligations to make payments or provide other benefits under either Section 6(c) or 7(c) of the Employment Agreement, (ii) claims for payment under any equity compensation plan of CNOB in effect as of the date hereof and under which Executive received an award, (iii) claims for benefits under CNOB’s tax-qualified retirement plans or other benefit or compensation plans in which Executive has a vested benefit, or (iv) claims for benefits required by applicable law or health insurance coverage under applicable state and federal group health care continuation coverage laws (e.g., COBRA). In addition, excluded from this release and waiver are any claims which cannot be waived by law, including, but not limited to, the right to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization or any other federal, state or local governmental agency law, regulation, ordinance or commission (each a “Governmental Agency”)common-law duty relating to, arising out of, or to testifyhaving any bearing whatsoever on, assist or participate in any investigation, hearing or proceeding conducted by a Governmental Agency. In the event Executive files a charge or complaint with a Government Agency, or a Government Agency asserts a claim on Executive’s behalfformer employment by the Employer, Executive agrees that his release of claims in this Agreement shall nevertheless bar including Executive’s right (if any) to any monetary or other recovery (including reinstatement), except separation from that Executive does not waive: (i) Executive’s right to receive an award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, and (ii) any other right where waiver is expressly prohibited by law. (c) Executive agrees not to institute, nor has Executive instituted, a lawsuit against any Released Company Party based on any waived claims or rights as set forth above. (d) EXCEPT AS OTHERWISE PROVIDED HEREIN, EXECUTIVE ACKNOWLEDGES AND AGREES THAT THIS RELEASE IS A FULL AND FINAL BAR TO ANY AND ALL CLAIM(S) OF ANY TYPE THAT EXECUTIVE MAY NOW HAVE AGAINST ANY RELEASED COMPANY PARTY.employment. 

Appears in 3 contracts

Samples: Executive Employment Agreement (Mack Cali Realty L P), Executive Employment Agreement (Mack Cali Realty L P), Executive Employment Agreement (Mack Cali Realty L P)

Release and Waiver. (a) The Executive, for himself, his heirs, successors and assigns, does hereby generally and completely waive, release and forever discharge, CNOB, and all their representatives, officers, directors employees and affiliates, and each and every successor, assign and agent (the “Released CNOB”), from and against any and all claims. As used herein, “claims” means any and all matters relating to the Employment Agreement, including, but not limited to, any and all claims related to Executive’s service as an employee, officer or director of CNOB or any subsidiary or affiliate through the effective date of this Agreement or arising from or related to Executive’s service with CNOB, and any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs, expenses, damages, actions actions, and causes of actions, whether in law or in equity, whether known or unknown, suspected or unsuspected, arising from Executive’s employment or service with CNOB or any subsidiary or affiliate thereof, and, except as set forth below, also includes but is not limited to: (i) claims under federal, state or local law (statutory or decisional) for breach of contract, tort, wrongful or abusive or unfair discharge or dismissal, impairment of economic opportunity or defamation, breach of fiduciary duty, intentional infliction of emotional distress, or discrimination based upon race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation or any other unlawful criterion or circumstance; circumstance; (ii) claims for compensation, bonuses or benefits; benefits; (iii) claims under any employment letter, service agreement, severance program, compensation, bonus, incentive, deferred retirement, health, welfare or benefit plan or arrangement maintained by CNOB and its affiliates; affiliates; (iv) claims for sexual harassment; harassment; (v) claims related to whistle blowing; blowing; (vi) claims for punitive, incidental, indirect, consequential, special or exemplary damages; damages; (vii) claims for violations of any of the following laws (as amended) from the beginning of time to the effective date of this Agreement: the Equal Pay Act, the Civil Rights Act of 1866, 42 U.S.C. § 1981, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991 as amended, the Equal Pay Act, the Genetic Information and Discrimination Act, the Americans with Disabilities Act of 1991, the Worker Adjustment Retraining and Notification Act, 29 U.S.C. § 2101, et seq., the Family and Medical Leave Act of 1993, the Rehabilitation Act, Executive Order 11246, all claims and damages relating to race, sex, national origin, disabilities, religion, sexual orientation orientation, and age, all employment discrimination claims arising under similar state, country or city statutes, any claims for unpaid compensation, wages and bonuses under the federal Fair Labor Standards Act, 29 U.S.C. § 201, et seq., any and all claims for violation of Code Section 409A, or any state, county or city law or ordinance regarding wages or compensation, and (viii) claims for violations of any other applicable labor or employment statute or law, from the beginning of time to the effective date of this Agreement. For avoidance of doubt, this Section includes a release of claims under the New Jersey Law Against Discrimination, the New Jersey State WARN Act, the New Jersey Conscientious Employee Protection Act, the New Jersey Smoke-Free Air Act, the New Jersey Equal Pay Act, the New Jersey Occupational Safety and Health Law, the New Jersey Temporary Disability Benefits Act and the New Jersey Family Leave Act. In addition, Executive waives any and all rights under the laws of any jurisdiction in the United States that limit a general release to those claims that are known or suspected to exist in Executive’s favor as of the effective date of this Agreement. The foregoing list is meant to be illustrative rather than exclusive. (b) Notwithstanding the foregoing, Executive does not waive any rights related to: (i) CNOB’s obligations to make payments or provide other benefits under either Section 6(c) or 7(c) of the Employment Agreement, (ii) claims for payment under any equity compensation plan of CNOB in effect as of the date hereof and under which Executive received an award, (iii) claims for benefits under CNOB’s tax-qualified retirement plans or other benefit or compensation plans in which Executive has a vested benefit, ; or (iv) claims for benefits required by applicable law or health insurance coverage under applicable state and federal group health care continuation coverage laws (e.g., COBRA). In addition, excluded from this release and waiver are any claims which cannot be waived by law, including, including but not limited to, to the right to file a charge or complaint with participate in an investigation conducted by certain government agencies. Executive does, however, waive Executive’s right to any monetary recovery should any agency (such as the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or ) pursue any other self-regulatory organization or any other federal, state or local governmental agency or commission (each a “Governmental Agency”), or to testify, assist or participate in any investigation, hearing or proceeding conducted by a Governmental Agency. In the event Executive files a charge or complaint with a Government Agency, or a Government Agency asserts a claim claims on Executive’s behalf, Executive agrees that his release of claims in this Agreement shall nevertheless bar Executive’s right (if any) to any monetary or other recovery (including reinstatement), except that Executive does not waive: (i) Executive’s right to receive an award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, and (ii) any other right where waiver is expressly prohibited by law. (c) Executive agrees not to institute, nor has Executive instituted, a lawsuit against any Released Company Party based on any waived claims or rights as set forth above. (d) EXCEPT AS OTHERWISE PROVIDED HEREIN, EXECUTIVE ACKNOWLEDGES AND AGREES THAT THIS RELEASE IS A FULL AND FINAL BAR TO ANY AND ALL CLAIM(S) OF ANY TYPE THAT EXECUTIVE MAY NOW HAVE AGAINST ANY RELEASED COMPANY PARTY.

Appears in 3 contracts

Samples: Employment Agreement (Center Bancorp Inc), Employment Agreement (Center Bancorp Inc), Employment Agreement (ConnectOne Bancorp, Inc.)

Release and Waiver. (a) The Executive, for himself, his heirs, successors and assigns, does hereby generally and completely waive, release and forever discharge, CNOBHCB, and all their representatives, officers, directors employees and affiliates, and each and every successor, assign and agent (the “Released CNOBHCB Parties”), from and against any and all claims. As used herein, “claims” means any and all matters relating to the Employment Agreement, including, but not limited to, any and all claims related to Executive’s service as an employee, officer or director of CNOB HCB or any subsidiary or affiliate through the effective date of this Agreement or arising from or related to Executive’s service with CNOBHCB, and any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs, expenses, damages, actions actions, and causes of actions, whether in law or in equity, whether known or unknown, suspected or unsuspected, arising from Executive’s employment or service with CNOB HCB or any subsidiary or affiliate thereof, and, except as set forth below, also includes but is not limited to: (i) claims under federal, state or local law (statutory or decisional) for breach of contract, tort, wrongful or abusive or unfair discharge or dismissal, impairment of economic opportunity or defamation, breach of fiduciary duty, intentional infliction of emotional distress, or discrimination based upon race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation or any other unlawful criterion or circumstance; circumstance; (ii) claims for compensation, bonuses or benefits; benefits; (iii) claims under any employment letter, service agreement, severance program, compensation, bonus, incentive, deferred retirement, health, welfare or benefit plan or arrangement maintained by CNOB HCB and its affiliates; affiliates; (iv) claims for sexual harassment; harassment; (v) claims related to whistle blowing; blowing; (vi) claims for punitive, incidental, indirect, consequential, special or exemplary damages; damages; (vii) claims for violations of any of the following laws (as amended) from the beginning of time to the effective date of this Agreement: the Equal Pay Act, the Civil Rights Act of 1866, 42 U.S.C. § 1981, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991 as amended, the Equal Pay Act, the Genetic Information and Discrimination Act, the Americans with Disabilities Act of 1991, the Worker Adjustment Retraining and Notification Act, 29 U.S.C. § 2101, et seq., the Family and Medical Leave Act of 1993, the Rehabilitation Act, Executive Order 11246, all claims and damages relating to race, sex, national origin, disabilities, religion, sexual orientation orientation, and age, all employment discrimination claims arising under similar state, country or city statutes, any claims for unpaid compensation, wages and bonuses under the federal Fair Labor Standards Act, 29 U.S.C. § 201, et seq., any and all claims for violation of Code Section 409A, or any state, county or city law or ordinance regarding wages or compensation, and (viii) claims for violations of any other applicable labor or employment statute or law, state or federal, from the beginning of time to the effective date of this Agreement. For avoidance of doubt, this Section includes a release of claims under the New Jersey Law Against Discrimination, the New Jersey State WARN Act, the New Jersey Conscientious Employee Protection Act, the New Jersey Smoke-Free Air Act, the New Jersey Equal Pay Act, the New Jersey Occupational Safety and Health Law, the New Jersey Temporary Disability Benefits Act and the New Jersey Family Leave Act. In addition, Executive waives any and all rights under the laws of any jurisdiction in the United States that limit a general release to those claims that are known or suspected to exist in Executive’s favor as of the effective date of this Agreement. The foregoing list is meant to be illustrative rather than exclusive. (b) Notwithstanding the foregoing, Executive does not waive any rights related to: (i) CNOBHCB’s obligations to make payments or provide other benefits under either Section 6(c) or 7(c) of the Employment Agreement, (ii) claims for payment under any equity compensation plan of CNOB HCB in effect as of the date hereof and under which Executive received an award, (iii) claims for benefits under CNOBHCB’s tax-qualified retirement plans or other benefit or compensation plans in which Executive has a vested benefit, ; or (iv) claims for benefits required by applicable law or health insurance coverage under applicable state and federal group health care continuation coverage laws (e.g., COBRA). In addition, excluded from this release and waiver are any claims which cannot be waived by law, including, including but not limited to, to the right to participate in an investigation conducted by certain government agencies. Executive does, however, waive Executive’s right to any monetary recovery should any agency (such as the Equal Employment Opportunity Commission) pursue any claims on Executive’s behalf. (c) Executive agrees not to institute, nor has Executive instituted, a lawsuit against any Released HCB Party based on any waived claims or rights as set forth above. (d) Executive understands that nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety Safe and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization Commission or any other federal, state or local governmental agency or commission (each a Governmental AgencyGovernment Agencies”), . Executive further understands that this Agreement does not limit Executive’s ability to communicate with any Government Agencies or to testify, assist or otherwise participate in any investigation, hearing investigation or proceeding that may be conducted by a Governmental Agency. In the event Executive files a charge or complaint with a any Government Agency, or a Government Agency asserts a claim on Executive’s behalf, Executive agrees that his release of claims in this Agreement shall nevertheless bar Executive’s right (if any) to any monetary including providing documents or other recovery (including reinstatement)information, except that Executive without notice to the Company. This Agreement does not waive: (i) limit Executive’s right to receive an award for information provided to any Government Agencies. In addition, nothing in this Agreement shall preclude Executive from responding to any lawfully-issued subpoena, court order or other compulsory legal process, provided that Executive provides immediate written notice of any inquiry or request for such communication or cooperation or legal process to the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, and (ii) any other right where waiver is expressly prohibited by lawCompany. (c) Executive agrees not to institute, nor has Executive instituted, a lawsuit against any Released Company Party based on any waived claims or rights as set forth above. (de) EXCEPT AS OTHERWISE PROVIDED HEREIN, EXECUTIVE ACKNOWLEDGES AND AGREES THAT THIS RELEASE IS A FULL AND FINAL BAR TO ANY AND ALL CLAIM(S) OF ANY TYPE THAT EXECUTIVE MAY NOW HAVE AGAINST ANY RELEASED COMPANY HCB PARTY.

Appears in 2 contracts

Samples: Employment Agreement (Hanover Bancorp, Inc. /NY), Employment Agreement (Hanover Bancorp, Inc. /NY)

Release and Waiver. (a) The ExecutiveEmployee, for himselfand on behalf of Employee and Employee’s representatives, his agents, next of kin, heirs, successors successors, and assigns, does hereby generally and completely waive, release releases and forever dischargedischarges Hxxxxxx and its affiliated companies (including without limitation The Hxxxxxx Companies, CNOBInc., Oak Hill Capital Partners, OHCP HM Acquisition Corp., Oak Hill Capital Partners III, L.P., and all Oak Hill Management Partners III, L.P.) and their respective officers, directors, shareholders, employees, agents, representatives, officersattorneys, directors employees and affiliatessuccessors, and each and every successor, assign and agent assigns (the Released CNOBParties), ) from and against any and all claims. As used herein, causes of action, expenses including attorney fees, interest (statutory or common law), and liabilities of any kind whatsoever, whether known or unknown, or foreseen or unforeseen, which Employee had, now has, or may ever have against the Released Parties, or any of them, arising from any act, omission, or thing that occurred before the claimsEffective Datemeans any and all matters relating to the Employment of this Agreement, including, but not limited to, any and all : claims related to Executive’s service as an employee, officer or director of CNOB or any subsidiary or affiliate through the effective date of this Agreement based on or arising from or related to Executive’s service with CNOB, and any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs, expenses, damages, actions and causes out of actions, whether in law or in equity, whether known or unknown, suspected or unsuspected, arising from ExecutiveEmployee’s employment with Hxxxxxx or service with CNOB the termination of that employment; claims based on or any subsidiary arising out of the Employment Agreement; claims in tort, including without limitation, claims of libel, slander, defamation, or affiliate thereofinvasion of privacy; claims based on contract, and, except as set forth below, also includes but is not limited to: (i) express or implied; claims under of promissory estoppel; claims of wrongful discharge or wrongful retaliation; claims for violation of federal, state state, or local law (statutory or decisional) for breach laws which prohibit discrimination on the basis of contract, tort, wrongful or abusive or unfair discharge or dismissal, impairment of economic opportunity or defamation, breach of fiduciary duty, intentional infliction of emotional distress, or discrimination based upon race, color, ethnicityage, sex, agerace, ancestry, color, national origin, religion, disability, sexual orientation or any other unlawful criterion or circumstance; genetic information (ii) including without limitation claims for compensationarising under: the Age Discrimination in Employment Act of 1967, bonuses or benefits; (iii) claims under any employment letter, service agreement, severance program, compensation, bonus, incentive, deferred retirement, health, welfare or benefit plan or arrangement maintained by CNOB and its affiliates; (iv) claims for sexual harassment; (v) claims related to whistle blowing; (vi) claims for punitive, incidental, indirect, consequential, special or exemplary damages; (vii) claims for violations of any of the following laws (as amended) from , and the beginning of time to the effective date of this Agreement: the Equal Pay Older Workers Benefit Protection Act, the Civil Rights Act of 1866, 42 U.S.C. § 1981, which prohibit age discrimination in employment; Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991 as amended, the Equal Pay Act42 U.S.C. §2000e et seq., the Genetic Information and Discrimination Actwhich prohibits discrimination in employment based on race, color, national origin, religion, or sex; the Americans with Disabilities Act of 1991, the Worker Adjustment Retraining and Notification Act, 29 U.S.C. § 2101, et seq., which prohibits discrimination in employment based on disabilities; the Family and Medical Leave Act of 1993, the Rehabilitation Employee Retirement Income Security Act, Executive Order 11246which deals with employee benefits and related matters; Ohio Revised Code Chapter 4112, all claims and damages relating to which prohibits discrimination based on age, race, sexcolor, national origin, disabilities, religion, sexual orientation and agesex, all employment discrimination claims arising under similar or disabilities; or any other federal, state, country or city statuteslocal laws or regulations); and claims based on any other laws or court decisions affecting relations between employers and employees. Employee further agrees that Employee will not initiate or pursue any claims, any claims for unpaid compensationactions, wages and bonuses under the federal Fair Labor Standards Actcomplaints, 29 U.S.C. § 201, et seq., any and all claims for violation of Code Section 409Acharges, or litigation against any stateof the Released Parties based on or arising out of any claim released herein. If Employee institutes any claim, county charge, or city law action that has been released herein, or ordinance regarding wages or compensationis a party to any such proceeding, Employee’s claims shall be dismissed, with prejudice, and (viii) claims for violations Employee shall pay all attorney fees and costs incurred by any of the Released Parties as a result of any such action. The parties recognize that nothing in this Section or in any other applicable labor or employment statute or law, from the beginning of time to the effective date provision of this Agreement. For avoidance of doubt, this Section includes a release of claims under the New Jersey Law Against Discrimination, the New Jersey State WARN Act, the New Jersey Conscientious Agreement shall be construed to prevent Employee Protection Act, the New Jersey Smoke-Free Air Act, the New Jersey Equal Pay Act, the New Jersey Occupational Safety and Health Law, the New Jersey Temporary Disability Benefits Act and the New Jersey Family Leave Act. In addition, Executive waives any and all rights under the laws of any jurisdiction in the United States that limit a general release to those claims that are known from filing or suspected to exist in Executive’s favor as of the effective date of this Agreement. The foregoing list is meant to be illustrative rather than exclusive. (b) Notwithstanding the foregoing, Executive does not waive any rights related to: (i) CNOB’s obligations to make payments or provide other benefits under either Section 6(c) or 7(c) of the Employment Agreement, (ii) claims for payment under any equity compensation plan of CNOB in effect as of the date hereof and under which Executive received an award, (iii) claims for benefits under CNOB’s tax-qualified retirement plans or other benefit or compensation plans in which Executive has a vested benefit, or (iv) claims for benefits required by applicable law or health insurance coverage under applicable state and federal group health care continuation coverage laws (e.g., COBRA). In addition, excluded from this release and waiver are any claims which cannot be waived by law, including, but not limited to, the right to file maintaining a charge or complaint of discrimination with the Equal Employment Opportunity CommissionCommission or any other state or local government agency responsible for enforcing federal, state, or local anti-discrimination laws. If such a proceeding is instituted or maintained by such an agency or by Employee, all of the National Labor Relations Boardcovenants and waivers of Employee under this Agreement shall remain in full force and effect, the Occupational Safety and Health AdministrationEmployee shall not be entitled to (and hereby waives any right to) any relief specific to Employee, the U.S. Securities and Exchange Commissionincluding but not limited to reinstatement, the Financial Industry Regulatory Authorityback pay, front pay, benefits, or any other self-regulatory organization damages of any kind with respect to such charge, claim or any other federal, state or local governmental agency or commission (each a “Governmental Agency”), or to testify, assist or participate in any investigation, hearing or proceeding conducted by a Governmental Agency. In the event Executive files a charge or complaint with a Government Agency, or a Government Agency asserts a claim on Executive’s behalf, Executive agrees that his release of claims in this Agreement shall nevertheless bar Executive’s right (if any) to any monetary or other recovery (including reinstatement), except that Executive does not waive: (i) Executive’s right to receive an award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, and (ii) any other right where waiver is expressly prohibited by lawaction. (c) Executive agrees not to institute, nor has Executive instituted, a lawsuit against any Released Company Party based on any waived claims or rights as set forth above. (d) EXCEPT AS OTHERWISE PROVIDED HEREIN, EXECUTIVE ACKNOWLEDGES AND AGREES THAT THIS RELEASE IS A FULL AND FINAL BAR TO ANY AND ALL CLAIM(S) OF ANY TYPE THAT EXECUTIVE MAY NOW HAVE AGAINST ANY RELEASED COMPANY PARTY.

Appears in 1 contract

Samples: Separation Agreement (Hillman Companies Inc)

Release and Waiver. (a) The Executive, for himselfherself, his her heirs, successors and assigns, does hereby generally and completely waive, release and forever discharge, CNOB, and all their representatives, officers, directors employees and affiliates, and each and every successor, assign and agent (the “Released CNOB”), from and against any and all claims. As used herein, “claims” means any and all matters relating to the Employment Agreement, including, but not limited to, any and all claims related to Executive’s service as an employee, officer or director of CNOB or any subsidiary or affiliate through the effective date of this Agreement or arising from or related to Executive’s service with CNOB, and any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs, expenses, damages, actions and causes of actions, whether in law or in equity, whether known or unknown, suspected or unsuspected, arising from Executive’s employment or service with CNOB or any subsidiary or affiliate thereof, and, except as set forth below, also includes but is not limited to: (i) claims under federal, state or local law (statutory or decisional) for breach of contract, tort, wrongful or abusive or unfair discharge or dismissal, impairment of economic opportunity or defamation, breach of fiduciary duty, intentional infliction of emotional distress, or discrimination based upon race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation or any other unlawful criterion or circumstance; circumstance; (ii) claims for compensation, bonuses or benefits; benefits; (iii) claims under any employment letter, service agreement, severance program, compensation, bonus, incentive, deferred retirement, health, welfare or benefit plan or arrangement maintained by CNOB and its affiliates; affiliates; (iv) claims for sexual harassment; harassment; (v) claims related to whistle blowing; blowing; (vi) claims for punitive, incidental, indirect, consequential, special or exemplary damages; damages; (vii) claims for violations of any of the following laws (as amended) from the beginning of time to the effective date of this Agreement: the Equal Pay Act, the Civil Rights Act of 1866, 42 U.S.C. § 1981, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991 as amended, the Equal Pay Act, the Genetic Information and Discrimination Act, the Americans with Disabilities Act of 1991, the Worker Adjustment Retraining and Notification Act, 29 U.S.C. § 2101, et seq., the Family and Medical Leave Act of 1993, the Rehabilitation Act, Executive Order 11246, all claims and damages relating to race, sex, national origin, disabilities, religion, sexual orientation and age, all employment discrimination claims arising under similar state, country or city statutes, any claims for unpaid compensation, wages and bonuses under the federal Fair Labor Standards Act, 29 U.S.C. § 201, et seq., any and all claims for violation of Code Section 409A, or any state, county or city law or ordinance regarding wages or compensation, and (viii) claims for violations of any other applicable labor or employment statute or law, from the beginning of time to the effective date of this Agreement. For avoidance of doubt, this Section includes a release of claims under the New Jersey Law Against Discrimination, the New Jersey State WARN Act, the New Jersey Conscientious Employee Protection Act, the New Jersey Smoke-Free Air Act, the New Jersey Equal Pay Act, the New Jersey Occupational Safety and Health Law, the New Jersey Temporary Disability Benefits Act and the New Jersey Family Leave Act. In addition, Executive waives any and all rights under the laws of any jurisdiction in the United States that limit a general release to those claims that are known or suspected to exist in Executive’s favor as of the effective date of this Agreement. The foregoing list is meant to be illustrative rather than exclusive. (b) Notwithstanding the foregoing, Executive does not waive any rights related to: (i) CNOB’s obligations to make payments or provide other benefits under either Section 6(c) or 7(c) of the Employment Agreement, (ii) claims for payment under any equity compensation plan of CNOB in effect as of the date hereof and under which Executive received an award, (iii) claims for benefits under CNOB’s tax-qualified retirement plans or other benefit or compensation plans in which Executive has a vested benefit, or (iv) claims for benefits required by applicable law or health insurance coverage under applicable state and federal group health care continuation coverage laws (e.g., COBRA). In addition, excluded from this release and waiver are any claims which cannot be waived by law, including, but not limited to, the right to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization or any other federal, state or local governmental agency or commission (each a “Governmental Agency”), or to testify, assist or participate in any investigation, hearing or proceeding conducted by a Governmental Agency. In the event Executive files a charge or complaint with a Government Agency, or a Government Agency asserts a claim on Executive’s behalf, Executive agrees that his release of claims in this Agreement shall nevertheless bar Executive’s right (if any) to any monetary or other recovery (including reinstatement), except that Executive does not waive: (i) Executive’s right to receive an award from the Securities and Exchange Commission pursuant to Section 21F 2 1F of the Securities Exchange Act of 1934, and (ii) any other right where waiver is expressly prohibited by law. (c) Executive agrees not to institute, nor has Executive instituted, a lawsuit against any Released Company Party based on any waived claims or rights as set forth above. (dg) EXCEPT AS OTHERWISE PROVIDED HEREIN, EXECUTIVE ACKNOWLEDGES AND AGREES THAT THIS RELEASE IS A FULL AND FINAL BAR TO ANY AND ALL CLAIM(S) OF ANY TYPE THAT EXECUTIVE MAY NOW HAVE AGAINST ANY RELEASED COMPANY PARTY.

Appears in 1 contract

Samples: Employment Agreement (ConnectOne Bancorp, Inc.)

Release and Waiver. (a) The Executive, for himself, his heirs, successors and assigns, does hereby generally and completely waive, release and forever discharge, CNOBHCB, and all their representatives, officers, directors directors, employees and affiliates, and each and every successor, assign and agent (the “Released CNOBHCB Parties”), from and against any and all claims. As used herein, “claims” means any and all matters relating to the Employment Agreement, including, but not limited to, any and all claims related to Executive’s service as an employee, officer or director of CNOB HCB or any subsidiary or affiliate through the effective date of this Agreement or arising from or related to Executive’s service with CNOBHCB, and any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs, expenses, damages, actions actions, and causes of actions, whether in law or in equity, whether known or unknown, suspected or unsuspected, arising from Executive’s employment or service with CNOB HCB or any subsidiary or affiliate thereof, and, except as set forth below, also includes but is not limited to: (i) claims under federal, state or local law (statutory or decisional) for breach of contract, tort, wrongful or abusive or unfair discharge or dismissal, impairment of economic opportunity or defamation, breach of fiduciary duty, intentional infliction of emotional distress, or discrimination based upon race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation or any other unlawful criterion or circumstance; circumstance; (ii) claims for compensation, bonuses or benefits; benefits; (iii) claims under any employment letter, service agreement, severance program, compensation, bonus, incentive, deferred retirement, health, welfare or benefit plan or arrangement maintained by CNOB HCB and its affiliates; affiliates; (iv) claims for sexual harassment; harassment; (v) claims related to whistle blowing; blowing; (vi) claims for punitive, incidental, indirect, consequential, special or exemplary damages; damages; (vii) claims for violations of any of the following laws (as amended) from the beginning of time to the effective date of this Agreement: the Equal Pay Act, the Civil Rights Act of 1866, 42 U.S.C. § 1981, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991 as amended, the Equal Pay Act, the Genetic Information and Discrimination Act, the Americans with Disabilities Act of 1991, the Worker Adjustment Retraining and Notification Act, 29 U.S.C. § 2101, et seq., the Family and Medical Leave Act of 1993, the Rehabilitation Act, Executive Order 11246, all claims and damages relating to race, sex, national origin, disabilities, religion, sexual orientation orientation, and age, all employment discrimination claims arising under similar state, country or city statutes, any claims for unpaid compensation, wages and bonuses under the federal Fair Labor Standards Act, 29 U.S.C. § 201, et seq., any and all claims for violation of Code Section 409A, or any state, county or city law or ordinance regarding wages or compensation, and (viii) claims for violations of any other applicable labor or employment statute or law, state or federal, from the beginning of time to the effective date of this Agreement. For avoidance of doubt, this Section includes a release of claims under the New Jersey Law Against Discrimination, the New Jersey State WARN Act, the New Jersey Conscientious Employee Protection Act, the New Jersey Smoke-Free Air Act, the New Jersey Equal Pay Act, the New Jersey Occupational Safety and Health Law, the New Jersey Temporary Disability Benefits Act and the New Jersey Family Leave Act. In addition, Executive waives any and all rights under the laws of any jurisdiction in the United States that limit a general release to those claims that are known or suspected to exist in Executive’s favor as of the effective date of this Agreement. The foregoing list is meant to be illustrative rather than exclusive. (b) Notwithstanding the foregoing, Executive does not waive any rights related to: (i) CNOBHCB’s obligations to make payments or provide other benefits under either Section 6(c) or 7(c) of the Employment Agreement, (ii) claims for payment under any equity compensation plan of CNOB HCB in effect as of the date hereof and under which Executive received an award, (iii) claims for benefits under CNOBHCB’s tax-qualified retirement plans or other benefit or compensation plans in which Executive has a vested benefit, ; or (iv) claims for benefits required by applicable law or health insurance coverage under applicable state and federal group health care continuation coverage laws (e.g., COBRA). In addition, excluded from this release and waiver are any claims which cannot be waived by law, including, including but not limited to, to the right to participate in an investigation conducted by certain government agencies. Executive does, however, waive Executive's right to any monetary recovery should any agency (such as the Equal Employment Opportunity Commission) pursue any claims on Executive's behalf. (c) Executive agrees not to institute, nor has Executive instituted, a lawsuit against any Released HCB Party based on any waived claims or rights as set forth above. (d) Executive understands that nothing contained in this Agreement limits Executive's ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety Safe and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization Commission or any other federal, state or local governmental agency or commission (each a “Governmental Agency”"Government Agencies"), . Executive further understands that this Agreement does not limit Executive's ability to communicate with any Government Agencies or to testify, assist or otherwise participate in any investigation, hearing investigation or proceeding that may be conducted by a Governmental Agency. In the event Executive files a charge or complaint with a any Government Agency, or a Government Agency asserts a claim on Executive’s behalf, Executive agrees that his release of claims in this Agreement shall nevertheless bar Executive’s right (if any) to any monetary including providing documents or other recovery (including reinstatement)information, except that Executive without notice to the Company. This Agreement does not waive: (i) limit Executive’s 's right to receive an award for information provided to any Government Agencies. In addition, nothing in this Agreement shall preclude Executive from responding to any lawfully-issued subpoena, court order or other compulsory legal process, provided that Executive provides immediate written notice of any inquiry or request for such communication or cooperation or legal process to the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, and (ii) any other right where waiver is expressly prohibited by lawCompany. (c) Executive agrees not to institute, nor has Executive instituted, a lawsuit against any Released Company Party based on any waived claims or rights as set forth above. (de) EXCEPT AS OTHERWISE PROVIDED HEREIN, EXECUTIVE ACKNOWLEDGES AND AGREES THAT THIS RELEASE IS A FULL AND FINAL BAR TO ANY AND ALL CLAIM(S) OF ANY TYPE THAT EXECUTIVE MAY NOW HAVE AGAINST ANY RELEASED COMPANY HCB PARTY.

Appears in 1 contract

Samples: Employment Agreement (Hanover Bancorp, Inc. /NY)

Release and Waiver. (a) The Executive, for himself, his heirs, successors and assigns, does hereby generally and completely waive, release and forever discharge, CNOB, and all their representatives, officers, directors employees and affiliates, and each and every successor, assign and agent (the “Released CNOBCNOB Parties”), from and against any and all claims. As used herein, “claims” means includes but is not limited to any and all matters relating to the Employment Agreement, including, but not limited to, Executive’s employment agreement any and all claims related to Executive’s service as an employee, officer or director of CNOB or any subsidiary or affiliate through the effective date of this Agreement or arising from or related to Executive’s service with CNOB, and any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs, expenses, damages, actions actions, and causes of actions, whether in law or in equity, whether known or unknown, suspected or unsuspected, arising from Executive’s employment or service with CNOB or any subsidiary or affiliate thereof, and, except as set forth below, also includes but is not limited to: (i) claims under federal, state or local law (statutory or decisional) for breach of contract, tort, wrongful or abusive or unfair discharge or dismissal, impairment of economic opportunity or defamation, breach of fiduciary duty, intentional infliction of emotional distress, or discrimination based upon race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation or any other unlawful criterion or circumstance; circumstance; (ii) claims for compensation, bonuses or benefits; benefits; (iii) claims under any employment letter, service agreement, severance program, compensation, bonus, incentive, deferred retirement, health, welfare or benefit plan or arrangement maintained by CNOB and its affiliates; affiliates; (iv) claims for sexual harassment; harassment; (v) claims related to whistle blowing; blowing; (vi) claims for punitive, incidental, indirect, consequential, special or exemplary damages; damages; (vii) claims for violations of any of the following laws (as amended) from the beginning of time to the effective date of this Agreement: the Equal Pay Act, the Civil Rights Act of 1866, 42 U.S.C. § 1981, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991 as amended, the Equal Pay Act, the Genetic Information and Discrimination Act, the Americans with Disabilities Act of 1991, the Worker Adjustment Retraining and Notification Act, 29 U.S.C. § 2101, et seq., the Family and Medical Leave Act of 1993, the Rehabilitation Act, Executive Order 11246, all claims and damages relating to race, sex, national origin, disabilities, religion, sexual orientation orientation, and age, all employment discrimination claims arising under similar state, country or city statutes, any claims for unpaid compensation, wages and bonuses under the federal Fair Labor Standards Act, 29 U.S.C. § 201, et seq., any and all claims for violation of Code Section 409A, or any state, county or city law or ordinance regarding wages or compensation, and (viii) claims for violations of any other applicable labor or employment statute or law, from the beginning of time to the effective date of this Agreement. For avoidance of doubt, this Section includes a release of claims under the New Jersey Law Against Discrimination, the New Jersey State WARN Act, the New Jersey Conscientious Employee Protection Act, the New Jersey Smoke-Free Air Act, the New Jersey Equal Pay Act, the New Jersey Occupational Safety and Health Law, the New Jersey Temporary Disability Benefits Act and the New Jersey Family Leave Act. In addition, Executive waives any and all rights under the laws of any jurisdiction in the United States that limit a general release to those claims that are known or suspected to exist in Executive’s favor as of the effective date of this Agreement. The foregoing list is meant to be illustrative rather than exclusive. (b) Notwithstanding the foregoing, Executive does not waive any rights related to: (i) CNOB’s Employer's obligations to make payments or provide other benefits under either Section 6(c) 3 or 7(c) 4 of the Employment Agreement, (ii) claims for any amounts then unpaid and owing to the Executive under Section 2 of the Agreement, (iii) claims for payment under any equity compensation plan of CNOB or the Employer in effect as of the date hereof and under which Executive received an award, (iiiiv) claims for benefits under the Employer's or CNOB’s tax-qualified retirement plans or other benefit or compensation plans in which Executive has a vested benefit, or ; (ivv) claims for benefits required by applicable law or health insurance coverage under applicable state and federal group health care continuation coverage laws (e.g., COBRA), or (v) claims against any individual CNOB Released Party that is unrelated to (a) the business of CNOB or (b) Executive’s employment with CNOB. In addition, excluded from this release and waiver are any claims which cannot be waived by law, including, including but not limited to, to the right to file a charge or complaint with participate in an investigation conducted by certain government agencies. As to the immediately preceding sentence, however, Executive does waive Executive's right to any monetary recovery should any agency (such as the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or ) pursue any other self-regulatory organization or any other federal, state or local governmental agency or commission (each a “Governmental Agency”), or to testify, assist or participate in any investigation, hearing or proceeding conducted by a Governmental Agency. In the event Executive files a charge or complaint with a Government Agency, or a Government Agency asserts a claim claims on Executive’s 's behalf, Executive agrees that his release of claims in this Agreement shall nevertheless bar Executive’s right (if any) to any monetary or other recovery (including reinstatement), except that Executive does not waive: (i) Executive’s right to receive an award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, and (ii) any other right where waiver is expressly prohibited by law. (c) Executive agrees not to institute, nor has Executive instituted, a lawsuit against any Released Company Party based on any waived claims or rights as set forth above. (d) EXCEPT AS OTHERWISE PROVIDED HEREIN, EXECUTIVE ACKNOWLEDGES AND AGREES THAT THIS RELEASE IS A FULL AND FINAL BAR TO ANY AND ALL CLAIM(S) OF ANY TYPE THAT EXECUTIVE MAY NOW HAVE AGAINST ANY RELEASED COMPANY PARTY.

Appears in 1 contract

Samples: Employment Agreement (Center Bancorp Inc)

Release and Waiver. (a) The Executive, for himself, his heirs, successors and assigns, does hereby generally and completely waive, release and forever discharge, CNOBHCB, and all their representatives, officers, directors employees and affiliates, and each and every successor, assign and agent (the “Released CNOBHCB Parties”), from and against any and all claims. As used herein, “claims” means any and all matters relating to the Employment Agreement, including, but not limited to, any and all claims related to Executive’s service as an employee, officer or director of CNOB HCB or any subsidiary or affiliate through the effective date of this Agreement or arising from or related to Executive’s service with CNOBHCB, and any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs, expenses, damages, actions actions, and causes of actions, whether in law or in equity, whether known or unknown, suspected or unsuspected, arising from Executive’s employment or service with CNOB HCB or any subsidiary or affiliate thereof, and, except as set forth below, also includes but is not limited to: (i) claims under federal, state or local law (statutory or decisional) for breach of contract, tort, wrongful or abusive or unfair discharge or dismissal, impairment of economic opportunity or defamation, breach of fiduciary duty, intentional infliction of emotional distress, or discrimination based upon race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation or any other unlawful criterion or circumstance; circumstance; (ii) claims for compensation, bonuses or benefits; benefits; (iii) claims under any employment letter, service agreement, severance program, compensation, bonus, incentive, deferred retirement, health, welfare or benefit plan or arrangement maintained by CNOB HCB and its affiliates; affiliates; (iv) claims for sexual harassment; harassment; (v) claims related to whistle blowing; blowing; (vi) claims for punitive, incidental, indirect, consequential, special or exemplary damages; damages; (vii) claims for violations of any of the following laws (as amended) from the beginning of time to the effective date of this Agreement: the Equal Pay Act, the Civil Rights Act of 1866, 42 U.S.C. § 1981, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991 as amended, the Equal Pay Act, the Genetic Information and Discrimination Act, the Americans with Disabilities Act of 1991, the Worker Adjustment Retraining and Notification Act, 29 U.S.C. § 2101, et seq., the Family and Medical Leave Act of 1993, the Rehabilitation Act, Executive Order 11246, all claims and damages relating to race, sex, national origin, disabilities, religion, sexual orientation orientation, and age, all employment discrimination claims arising under similar state, country or city statutes, any claims for unpaid compensation, wages and bonuses under the federal Fair Labor Standards Act, 29 U.S.C. § 201, et seq., any and all claims for violation of Code Section 409A, or any state, county or city law or ordinance regarding wages or compensation, and (viii) claims for violations of any other applicable labor or employment statute or law, state or federal, from the beginning of time to the effective date of this Agreement. For avoidance of doubt, this Section includes a release of claims under the New Jersey Law Against Discrimination, the New Jersey State WARN Act, the New Jersey Conscientious Employee Protection Act, the New Jersey Smoke-Free Air Act, the New Jersey Equal Pay Act, the New Jersey Occupational Safety and Health Law, the New Jersey Temporary Disability Benefits Act and the New Jersey Family Leave Act. In addition, Executive waives any and all rights under the laws of any jurisdiction in the United States that limit a general release to those claims that are known or suspected to exist in Executive’s favor as of the effective date of this Agreement. The foregoing list is meant to be illustrative rather than exclusive. (b) Notwithstanding the foregoing, Executive does not waive any rights related to: (i) CNOBHCB’s obligations to make payments or provide other benefits under either Section 6(c) or 7(c) of the Employment Agreement, (ii) claims for payment under any equity compensation plan of CNOB HCB in effect as of the date hereof and under which Executive received an award, (iii) claims for benefits under CNOBHCB’s tax-qualified retirement plans or other benefit or compensation plans in which Executive has a vested benefit, ; or (iv) claims for benefits required by applicable law or health insurance coverage under applicable state and federal group health care continuation coverage laws (e.g., COBRA). In addition, excluded from this release and waiver are any claims which cannot be waived by law, including, including but not limited to, to the right to participate in an investigation conducted by certain government agencies. Executive does, however, waive Executive's right to any monetary recovery should any agency (such as the Equal Employment Opportunity Commission) pursue any claims on Executive's behalf. (c) Executive agrees not to institute, nor has Executive instituted, a lawsuit against any Released HCB Party based on any waived claims or rights as set forth above. (d) Executive understands that nothing contained in this Agreement limits Executive's ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety Safe and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization Commission or any other federal, state or local governmental agency or commission (each a “Governmental Agency”"Government Agencies"), . Executive further understands that this Agreement does not limit Executive's ability to communicate with any Government Agencies or to testify, assist or otherwise participate in any investigation, hearing investigation or proceeding that may be conducted by a Governmental Agency. In the event Executive files a charge or complaint with a any Government Agency, or a Government Agency asserts a claim on Executive’s behalf, Executive agrees that his release of claims in this Agreement shall nevertheless bar Executive’s right (if any) to any monetary including providing documents or other recovery (including reinstatement)information, except that Executive without notice to the Company. This Agreement does not waive: (i) limit Executive’s 's right to receive an award for information provided to any Government Agencies. In addition, nothing in this Agreement shall preclude Executive from responding to any lawfully-issued subpoena, court order or other compulsory legal process, provided that Executive provides immediate written notice of any inquiry or request for such communication or cooperation or legal process to the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, and (ii) any other right where waiver is expressly prohibited by lawCompany. (c) Executive agrees not to institute, nor has Executive instituted, a lawsuit against any Released Company Party based on any waived claims or rights as set forth above. (de) EXCEPT AS OTHERWISE PROVIDED HEREIN, EXECUTIVE ACKNOWLEDGES AND AGREES THAT THIS RELEASE IS A FULL AND FINAL BAR TO ANY AND ALL CLAIM(S) OF ANY TYPE THAT EXECUTIVE MAY NOW HAVE AGAINST ANY RELEASED COMPANY HCB PARTY.

Appears in 1 contract

Samples: Employment Agreement (Hanover Bancorp, Inc. /NY)

Release and Waiver. (a) The Executive, for himself, his heirs, successors and assigns, does hereby generally and completely waive, release and forever discharge, CNOB, and all their representatives, officers, directors employees and affiliates, and each and every successor, assign and agent (the “Released CNOB”), from and against any and all claims. As used herein, “claims” means any and all matters relating to the Employment Agreement, including, but not limited to, any and all claims related to Executive’s service as an employee, officer or director of CNOB or any subsidiary or affiliate through the effective date of this Agreement or arising from or related to Executive’s service with CNOB, and any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs, expenses, damages, actions actions, and causes of actions, whether in law or in equity, whether known or unknown, suspected or unsuspected, arising from Executive’s employment or service with CNOB or any subsidiary or affiliate thereof, and, except as set forth below, also includes but is not limited to: (i) claims under federal, state or local law (statutory or decisional) for breach of contract, tort, wrongful or abusive or unfair discharge or dismissal, impairment of economic opportunity or defamation, breach of fiduciary duty, intentional infliction of emotional distress, or discrimination based upon race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation or any other unlawful criterion or circumstance; circumstance; (ii) claims for compensation, bonuses or benefits; benefits; (iii) claims under any employment letter, service agreement, severance program, compensation, bonus, incentive, deferred retirement, health, welfare or benefit plan or arrangement maintained by CNOB and its affiliates; affiliates; (iv) claims for sexual harassment; harassment; (v) claims related to whistle blowing; blowing; (vi) claims for punitive, incidental, indirect, consequential, special or exemplary damages; damages; (vii) claims for violations of any of the following laws (as amended) from the beginning of time to the effective date of this Agreement: the Equal Pay Act, the Civil Rights Act of 1866, 42 U.S.C. § 1981, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991 as amended, the Equal Pay Act, the Genetic Information and Discrimination Act, the Americans with Disabilities Act of 1991, the Worker Adjustment Retraining and Notification Act, 29 U.S.C. § 2101, et seq., the Family and Medical Leave Act of 1993, the Rehabilitation Act, Executive Order 11246, all claims and damages relating to race, sex, national origin, disabilities, religion, sexual orientation orientation, and age, all employment discrimination claims arising under similar state, country or city statutes, any claims for unpaid compensation, wages and bonuses under the federal Fair Labor Standards Act, 29 U.S.C. § 201, et seq., any and all claims for violation of Code Section 409A, or any state, county or city law or ordinance regarding wages or compensation, and (viii) claims for violations of any other applicable labor or employment statute or law, from the beginning of time to the effective date of this Agreement. For avoidance of doubt, this Section includes a release of claims under the New Jersey Law Against Discrimination, the New Jersey State WARN Act, the New Jersey Conscientious Employee Protection Act, the New Jersey Smoke-Free Air Act, the New Jersey Equal Pay Act, the New Jersey Occupational Safety and Health Law, the New Jersey Temporary Disability Benefits Act and the New Jersey Family Leave Act. In addition, Executive waives any and all rights under the laws of any jurisdiction in the United States that limit a general release to those claims that are known or suspected to exist in Executive’s favor as of the effective date of this Agreement. The foregoing list is meant to be illustrative rather than exclusive. (b) Notwithstanding the foregoing, Executive does not waive any rights related to: (i) CNOB’s obligations to make payments or provide other benefits under either Section 6(c) or 7(c) of the Employment Agreement, (ii) claims for payment under any equity compensation plan of CNOB in effect as of the date hereof and under which Executive received an award, (iii) claims for benefits under CNOB’s tax-qualified retirement plans or other benefit or compensation plans in which Executive has a vested benefit, or (iv) claims for benefits required by applicable law or health insurance coverage under applicable state and federal group health care continuation coverage laws (e.g., COBRA). In addition, excluded from this release and waiver are any claims which cannot be waived by law, including, but not limited to, the right to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization or any other federal, state or local governmental agency or commission (each a “Governmental Agency”), or to testify, assist or participate in any investigation, hearing or proceeding conducted by a Governmental Agency. In the event Executive files a charge or complaint with a Government Agency, or a Government Agency asserts a claim on Executive’s behalf, Executive agrees that his release of claims in this Agreement shall nevertheless bar Executive’s right (if any) to any monetary or other recovery (including reinstatement), except that Executive does not waive: (i) Executive’s right to receive an award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, and (ii) any other right where waiver is expressly prohibited by law. (c) Executive agrees not to institute, nor has Executive instituted, a lawsuit against any Released Company Party based on any waived claims or rights as set forth above. (d) EXCEPT AS OTHERWISE PROVIDED HEREIN, EXECUTIVE ACKNOWLEDGES AND AGREES THAT THIS RELEASE IS A FULL AND FINAL BAR TO ANY AND ALL CLAIM(S) OF ANY TYPE THAT EXECUTIVE MAY NOW HAVE AGAINST ANY RELEASED COMPANY PARTY.

Appears in 1 contract

Samples: Employment Agreement (ConnectOne Bancorp, Inc.)

Release and Waiver. (a) The Executivea. By signing this Agreement, for himselfExecutive releases and waives all claims of any kind whatsoever which Executive has or may have against the Company and its parent, his heirssubsidiary, successors and assigns, does hereby generally and completely waive, release and forever discharge, CNOBaffiliated companies, and all related entities, and assigns and all of their representatives, current and former officers, agents, employees, shareholders, members, managers, trustees, joint venturers, partners, directors employees and affiliates, and each and every successor, assign and agent anyone claiming through them (the hereinafter Released CNOB”Releasees” collectively), from and against any and all claims. As used herein, “claims” means any and all matters relating to the Employment Agreement, including, but not limited to, any and all claims related to Executive’s service as an employee, officer or director of CNOB or any subsidiary or affiliate through the effective date of this Agreement or arising from or related to Executive’s service with CNOB, and any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs, expenses, damages, actions and causes out of actions, whether in law or in equity, whether known or unknown, suspected or unsuspected, arising from Executive’s employment with the Company or service with CNOB termination therefrom or any subsidiary or affiliate thereofand every other matter, andevent, except as set forth belowact and/or omission. This release and waiver includes, also includes but is not limited to: any claims for wrongful termination, defamation, or any other common law claims; any claims for the breach of any implied, written or oral contract (iexcluding any contract claim resulting from a breach of this Agreement by the Company); any claims of discrimination, harassment or retaliation based on such things as national origin, race, religion, gender, sexual orientation, pregnancy, parental or marital status, physical or mental disability, or medical condition, or any other form of legally prohibited conduct, discrimination or retaliation; and, to the greatest extent allowed by law, any claims for any compensation of any sort, including but not limited to salary, severance pay and benefits, including unused vacation accrual, leaves, equity compensation/stock/options, commissions, wage differentials and bonuses. b. On behalf of Executive and anyone claiming through Executive, Executive irrevocably and unconditionally agrees to release, acquit and forever discharge, to the greatest extent allowed by law, Releasees in each’s individual and/or corporate capacities, from any and all claims, liabilities, promises, actions, damages and the like, known or unknown, which Executive ever had against any of the Releasees arising out of or relating to Executive’s employment with the Company and/or the termination of Executive’s employment with the Company and/or any and every other matter, event, act and/or omission. Said claims include, but are not limited to: (1) employment discrimination (including claims of sex discrimination and/or sexual harassment, disability discrimination) and retaliation under Title VII (42 U.S.C.A. 2000e etc.) and under 42 U.S.C.A. section 1981 and section 1983, under the State Constitution, and/or any relevant state statutes or municipal ordinances; (2) disputed wages; (3) wrongful discharge and/or breach of any alleged employment contract; and (4) claims under federalbased on any tort or alleged wrong, state or local law (statutory or decisional) for breach such as but not limited to negligence, invasion of contractprivacy, tort, wrongful or abusive or unfair discharge or dismissal, impairment of economic opportunity or defamation, breach of fiduciary duty, intentional fraud and infliction of emotional distress. c. This release and waiver by Executive includes, or discrimination based upon race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation or any other unlawful criterion or circumstance; (ii) claims for compensation, bonuses or benefits; (iii) claims under any employment letter, service agreement, severance program, compensation, bonus, incentive, deferred retirement, health, welfare or benefit plan or arrangement maintained by CNOB and its affiliates; (iv) claims for sexual harassment; (v) claims related to whistle blowing; (vi) claims for punitive, incidental, indirect, consequential, special or exemplary damages; (vii) claims for violations of any of the following laws (as amended) from the beginning of time to the effective date extent legally permissible, all claims relating to or arising out of this Agreement: Executive’s employment with the Equal Pay Company or Executive’s termination therefrom that may arise under the common law and all federal, state and local statutes, ordinances, rules, regulations and orders, including but not limited to any claim or cause of action based on the National Labor Relations Act, the Americans with Disabilities Act, the Civil Rights Act of 1866, 42 U.S.C. § 1981, Title VII of the Civil Rights Act Acts of 1964, the Civil Rights Family and Medical Leave Act, the Employee Retirement Income Security Act of 1991 as amended1974, the Equal Pay Act, all state wage and hour laws, all laws relating to discrimination of any sort, and/or any other provision of federal, state or local statutory or common law or regulation. d. Executive agrees that this release and waiver is effective, to the Genetic Information extent legally permissible, for all claims relating to or arising out of Executive’s employment with the Company or Executive’s termination therefrom without regard to the legal nature of the claim alleged and Discrimination Actwithout regard to whether any such claim is based upon tort, equity, implied or express contract, discrimination of any sort, or any federal, state or local law, statute or regulation or any claim for attorney’s fees. e. Executive warrants that, to the Americans with Disabilities Act of 1991, the Worker Adjustment Retraining and Notification Act, 29 U.S.C. § 2101, et seq., the Family and Medical Leave Act of 1993, the Rehabilitation Actextent not prohibited by applicable law, Executive Order 11246has not and will not institute any lawsuit, all claims and damages claim, action, charge, complaint, petition, appeal, accusatory pleading, or proceeding of any kind against the Company relating to raceor arising out of any of the claims which are released and waived in this Section 3, sexand Executive waives, national origin, disabilities, religion, sexual orientation and age, all employment discrimination claims arising under similar state, country or city statutes, any claims for unpaid compensation, wages and bonuses under at a minimum assigns to the federal Fair Labor Standards Act, 29 U.S.C. § 201, et seq.Company, any and all rights to any and all forms of recovery or compensation from any legal action brought by Executive or on Executive’s behalf in connection with Executive’s employment or the termination of Executive’s employment with the Company. To the extent not prohibited by applicable law, in the event that a lawsuit or any of the foregoing actions are filed by Executive in breach of this covenant, it is expressly understood and agreed that this covenant shall constitute a complete defense to any such lawsuit or action. Nothing in this agreement limits Executive from bringing a claim to challenge this Agreement itself under the Age Discrimination in Employment Act and Older Workers Benefit Protection Act. f. Further, it is understood and agreed that this is a full and final release applying not only to all claims for violation of Code Section 409Aas defined in these paragraphs which are presently known, anticipated, or any statedisclosed to Executive, county or city law or ordinance regarding wages or compensationbut also to all claims as defined in these paragraphs which are presently unknown, unanticipated, and (viii) claims for violations of any other applicable labor or employment statute or law, from the beginning of time undisclosed to the effective date of this AgreementExecutive. For avoidance of doubt, this Section includes a release of claims under the New Jersey Law Against Discrimination, the New Jersey State WARN Act, the New Jersey Conscientious Employee Protection Act, the New Jersey Smoke-Free Air Act, the New Jersey Equal Pay Act, the New Jersey Occupational Safety and Health Law, the New Jersey Temporary Disability Benefits Act and the New Jersey Family Leave Act. In addition, Executive hereby waives any and all rights or benefits which Executive may now have, or may have in the future under the laws terms of any jurisdiction in the United States that limit a general release to those claims that are known or suspected to exist in Executive’s favor as §1542 of the effective date of this Agreement. The foregoing list is meant to be illustrative rather than exclusive. (b) Notwithstanding the foregoingCalifornia Civil Code, Executive does not waive any rights related to: (i) CNOB’s obligations to make payments or provide other benefits under either Section 6(c) or 7(c) of the Employment Agreement, (ii) claims for payment under any equity compensation plan of CNOB in effect which provides as of the date hereof and under which Executive received an award, (iii) claims for benefits under CNOB’s tax-qualified retirement plans or other benefit or compensation plans in which Executive has a vested benefit, or (iv) claims for benefits required by applicable law or health insurance coverage under applicable state and federal group health care continuation coverage laws (e.g., COBRA). In addition, excluded from this release and waiver are any claims which cannot be waived by law, including, but not limited to, the right to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization or any other federal, state or local governmental agency or commission (each a “Governmental Agency”), or to testify, assist or participate in any investigation, hearing or proceeding conducted by a Governmental Agency. In the event Executive files a charge or complaint with a Government Agency, or a Government Agency asserts a claim on Executive’s behalf, Executive agrees that his release of claims in this Agreement shall nevertheless bar Executive’s right (if any) to any monetary or other recovery (including reinstatement), except that Executive does not waive: (i) Executive’s right to receive an award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, and (ii) any other right where waiver is expressly prohibited by law. (c) Executive agrees not to institute, nor has Executive instituted, a lawsuit against any Released Company Party based on any waived claims or rights as set forth above. (d) EXCEPT AS OTHERWISE PROVIDED HEREIN, EXECUTIVE ACKNOWLEDGES AND AGREES THAT THIS RELEASE IS A FULL AND FINAL BAR TO ANY AND ALL CLAIM(S) OF ANY TYPE THAT EXECUTIVE MAY NOW HAVE AGAINST ANY RELEASED COMPANY PARTY.follows:

Appears in 1 contract

Samples: Separation and Transition Services Agreement (Workday, Inc.)

Release and Waiver. (a) The Executive4.1 In consideration of the terms and provisions of this Agreement, for himselfEmployee, on behalf of himself and his heirscurrent related or affiliated individuals and entities, successors and assigns, does hereby generally and completely waive, release and forever discharge, CNOB, and all their representatives, officers, directors employees and affiliates, and each and every successor, assign and agent (the “Released CNOB”), from and against any and all claims. As used herein, “claims” means any and all matters relating to the Employment Agreementif any, including, but not limited toto any predecessors, successors, heirs, assigns, attorneys, representatives, agents, accountants, and any and all claims other related to Executive’s service as an employeeor affiliated individuals and entities, officer or director of CNOB or any subsidiary or affiliate through the effective date of this Agreement or arising from or related to Executive’s service with CNOBif any, and each of them, shall and does hereby forever relieve, release and discharge CPI and its respective predecessors, successors, heirs, assignees, owners, attorneys, representatives, affiliates, parent corporations, subsidiaries (whether or not wholly owned), divisions, parts, and their officers, directors, agents, employees, servants, executors, administrators, accountants, shareholders, investigators, insurers, and any and all other related individuals and entities, if any, from any and all claims, debts, liabilities, demands, obligations, liens, promises, acts, agreements, costscosts and expenses (including, expensesbut not limited to, attorneys' fees), damages, actions and causes of actionsaction, whether in law of whatever kind or in equitynature, including, without limitation, any statutory, civil or administrative claim, or any claim, arising out of acts, whether known or unknown, suspected or unsuspected, arising from Executive’s employment fixed or service with CNOB contingent, apparent or any subsidiary or affiliate thereof, and, except concealed (collectively referred to as set forth below, also includes but is not limited to: (i) claims under federal, state or local law (statutory or decisional) for breach of contract, tort, wrongful or abusive or unfair discharge or dismissal, impairment of economic opportunity or defamation, breach of fiduciary duty, intentional infliction of emotional distress, or discrimination based upon race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation or any other unlawful criterion or circumstance; (ii) claims for compensation, bonuses or benefits; (iii) claims under any employment letter, service agreement, severance program, compensation, bonus, incentive, deferred retirement, health, welfare or benefit plan or arrangement maintained by CNOB and its affiliates; (iv) claims for sexual harassment; (v) claims related to whistle blowing; (vi) claims for punitive, incidental, indirect, consequential, special or exemplary damages; (vii) claims for violations of any of the following laws (as amended) from the beginning of time to the effective date of this Agreement: the Equal Pay Act, the Civil Rights Act of 1866, 42 U.S.C. § 1981, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991 as amended, the Equal Pay Act, the Genetic Information and Discrimination Act, the Americans with Disabilities Act of 1991, the Worker Adjustment Retraining and Notification Act, 29 U.S.C. § 2101, et seq., the Family and Medical Leave Act of 1993, the Rehabilitation Act, Executive Order 11246, all claims and damages relating to race, sex, national origin, disabilities, religion, sexual orientation and age, all employment discrimination claims arising under similar state, country or city statutes, any claims for unpaid compensation, wages and bonuses under the federal Fair Labor Standards Act, 29 U.S.C. § 201, et seq., any and all claims for violation of Code Section 409A, or any state, county or city law or ordinance regarding wages or compensation, and (viii) claims for violations of any other applicable labor or employment statute or law, from the beginning of time to the effective date of this Agreement. For avoidance of doubt, this Section includes a release of claims under the New Jersey Law Against Discrimination, the New Jersey State WARN Act, the New Jersey Conscientious Employee Protection Act, the New Jersey Smoke-Free Air Act, the New Jersey Equal Pay Act, the New Jersey Occupational Safety and Health Law, the New Jersey Temporary Disability Benefits Act and the New Jersey Family Leave Act. In addition, Executive waives any and all rights under the laws of any jurisdiction in the United States that limit a general release to those claims that are known or suspected to exist in Executive’s favor as of the effective date of this Agreement. The foregoing list is meant to be illustrative rather than exclusive. (b) Notwithstanding the foregoing, Executive does not waive any rights related to: (i) CNOB’s obligations to make payments or provide other benefits under either Section 6(c) or 7(c) of the Employment Agreement, (ii) claims for payment under any equity compensation plan of CNOB in effect as of the date hereof and under which Executive received an award, (iii) claims for benefits under CNOB’s tax-qualified retirement plans or other benefit or compensation plans in which Executive has a vested benefit, or (iv) claims for benefits required by applicable law or health insurance coverage under applicable state and federal group health care continuation coverage laws (e.g., COBRA"claims"). In addition, excluded from this release and waiver are any claims which cannot be waived by law, including, but not limited to, any claims based on, arising out of, related to or connected with Employee's employment or termination of employment, any claims pursuant to any Prior Agreement, any claims arising from rights under federal, state, and local laws relating to the right regulation of federal or state tax payments, banking or accounting, to file a charge federal or complaint with state laws which prohibit discrimination on the Equal Employment Opportunity Commissionbasis of race, the National Labor Relations Boardnational origin, the Occupational Safety and Health Administrationreligion, the U.S. Securities and Exchange Commissionsex, the Financial Industry Regulatory Authorityage, marital status, veteran status, disability, perceived disability, medical condition, ancestry, sexual orientation, or any other self-regulatory organization form of discrimination, or to laws such as workers' compensation laws, which provide rights and remedies for injuries sustained in the workplace or any common law claims of any kind, including, but not limited to, contract, tort, and property rights including, but not limited to, breach of contract, breach of the implied covenant of good faith and fair dealing, tortious interference with contract or current or prospective economic advantage, fraud, deceit, breach of privacy, unfair competition, misrepresentation, defamation, wrongful termination, tortious infliction of emotional distress, loss of consortium, breach of fiduciary duty, violation of public policy and any other common law claim of any kind whatever, any claims for severance pay, paid time off, life insurance, health insurance, continuation of health benefits, disability or medical insurance or any other federalfringe benefit or compensation, state including stock options, and any and all rights or local governmental agency or commission claims arising under the Employee Retirement Income Security Act of 1974 (each a “Governmental Agency”"ERISA"), or pertaining to testify, assist or participate in any investigation, hearing or proceeding conducted by a Governmental Agency. In the event Executive files a charge or complaint with a Government AgencyERISA regulated benefits, or any claim for damages or declaratory or injunctive relief of any kind. 4.2 Waiver of rights or claims arising under the Age Discrimination in Employment Act of 1967. 4.2.1 Employee represents that he was afforded a Government Agency asserts a claim on Executive’s behalf, Executive agrees period of at least twenty-one (21) days to consider an unexecuted copy of this Agreement; 4.2.2 Employee acknowledges that his release he understands all of claims in the terms and conditions of this Agreement; 4.2.3 CPI advises Employee to consult with an attorney prior to executing this Agreement; 4.2.4 Employee warrants and represents that he has consulted with an attorney regarding all of the terms and conditions of this Agreement shall nevertheless bar Executive’s right (if any) before executing this Agreement, to any monetary or other recovery (including reinstatement), except that Executive does not waive: (i) Executive’s right to receive an award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, and (ii) any other right where waiver is expressly prohibited by lawextent he so desires. (c) Executive agrees not to institute4.2.5 Employee specifically waives any rights or claims he may have against CPI, nor has Executive instituted, a lawsuit against any Released Company Party based on any waived claims or rights as set forth abovein Section 4.1, including, but not limited to, rights or claims which may have arisen prior to the date hereof under the Age Discrimination in Employment Act of 1967 ("ADEA"), 29 U.S.C. ss. 621 et. seq., as a result of Employee's employment or termination of employment with CPI. This waiver is in exchange for the consideration and covenants set forth in Section 3. 4.2.6 This Agreement shall become effective and enforceable on the seventh (d7) EXCEPT AS OTHERWISE PROVIDED HEREINday following its execution by Employee ("Effective Date"); provided, EXECUTIVE ACKNOWLEDGES AND AGREES THAT THIS RELEASE IS A FULL AND FINAL BAR TO ANY AND ALL CLAIM(Sthe Agreement shall be null and void if Employee shall revoke this Agreement in writing during such seven (7) OF ANY TYPE THAT EXECUTIVE MAY NOW HAVE AGAINST ANY RELEASED COMPANY PARTYday period.

Appears in 1 contract

Samples: Employment Agreement (Cpi International, Inc.)

Release and Waiver. (a) The Executive hereby agrees that the payments will be in full satisfaction of all obligations of HNC, HMS, HNC Bank, WFB, and WFB Bank and any of their subsidiaries under the WFB Employment Agreement. (b) Executive, for himselfon behalf of herself, his heirs, successors her heirs and assigns, does hereby generally irrevocably and completely waiveunconditionally releases HNC, release HNC Bank, HMS, WFB, and forever dischargeWFB Bank and their respective predecessors, CNOBsuccessors, affiliates, subsidiaries, parents, partners, shareholders, directors, officers, agents, employees, attorneys, and all their representatives, officers, directors employees and affiliates, and each and every successor, assign and agent (the “Released CNOB”), other persons or entities who could be said to be jointly or severally liable with them from and against any and all claims. As used herein, “claims” means any and all matters relating to the Employment Agreement, including, but not limited to, any and all claims related to Executive’s service as an employee, officer or director of CNOB or any subsidiary or affiliate through the effective date of this Agreement or arising from or related to Executive’s service with CNOB, and any and all claims, debtscontroversies, liabilities, demands, causes of action, debts, obligations, promises, acts, agreements, costs, expenses, damages, actions and causes damages of actions, whether in law whatever kind or in equitynature, whether known or unknown, suspected or unsuspected, arising from foreseen or unforeseen, liquidated or contingent, related to Executive’s employment employment, termination of employment, WFB Employment Agreement or service with CNOB or any subsidiary or affiliate termination thereof, and, except as set forth below, also includes including but is not limited to: (i) , any and all claims under federal, state or local law (statutory or decisional) for breach of contractexpress or implied contract or covenant of good faith and fair dealing (whether written or oral), tort, wrongful all claims for retaliation or abusive or unfair discharge or dismissal, impairment violation of economic opportunity or defamationpublic policy, breach of fiduciary dutypromise, detrimental reliance or tort (e.g. intentional infliction of emotional distress, defamation, wrongful termination, interference with contractual or discrimination advantageous relationship, etc), whether based upon race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation on common law or any other unlawful criterion or circumstance; (ii) otherwise; all claims for compensation, bonuses or benefits; (iii) claims arising under any employment letter, service agreement, severance program, compensation, bonus, incentive, deferred retirement, health, welfare or benefit plan or arrangement maintained by CNOB and its affiliates; (iv) claims for sexual harassment; (v) claims related to whistle blowing; (vi) claims for punitive, incidental, indirect, consequential, special or exemplary damages; (vii) claims for violations of any of the following laws (as amended) from the beginning of time to the effective date of this Agreement: the Equal Pay Act, the Civil Rights Act of 1866, 42 U.S.C. § 1981, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991 as amended, ; the Equal Pay Age Discrimination in Employment Act, ; the Genetic Information and Discrimination Federal Older Workers Benefit Protection Act, the Americans with Disabilities Act of 1991, the Worker Adjustment Retraining and Notification Act, 29 U.S.C. § 2101, et seq., the Family and Medical Leave Act, any Whistleblower provision of any statute or law, the Americans with Disabilities Act; the Employee Retirement Income Security Act of 1993, the Rehabilitation Act, Executive Order 11246, all claims and damages relating to race, sex, national origin, disabilities, religion, sexual orientation and age, all employment discrimination claims arising under similar state, country or city statutes1974, any other statute, regulation or law or amendments thereto, claims for unpaid compensationemotional distress, wages and bonuses under the federal Fair Labor Standards Actmental anguish, 29 U.S.C. § 201personal injury, et seq., loss of consortium; any and all claims for violation of Code Section 409A, or any state, county or city law or ordinance regarding wages or compensation, and (viii) claims for violations of any other applicable labor or employment statute or law, from the beginning of time to the effective date of this Agreement. For avoidance of doubt, this Section includes a release of claims under the New Jersey Law Against Discrimination, the New Jersey State WARN Act, the New Jersey Conscientious Employee Protection Act, the New Jersey Smoke-Free Air Act, the New Jersey Equal Pay Act, the New Jersey Occupational Safety and Health Law, the New Jersey Temporary Disability Benefits Act and the New Jersey Family Leave Act. In addition, Executive waives any and all rights under the laws of any jurisdiction in the United States that limit a general release to those claims that are known or suspected to exist in may be asserted on Executive’s favor as of the effective date of this Agreement. The foregoing list is meant to be illustrative rather than exclusive. behalf by others (b) Notwithstanding the foregoing, Executive does not waive any rights related to: (i) CNOB’s obligations to make payments or provide other benefits under either Section 6(c) or 7(c) of the Employment Agreement, (ii) claims for payment under any equity compensation plan of CNOB in effect as of the date hereof and under which Executive received an award, (iii) claims for benefits under CNOB’s tax-qualified retirement plans or other benefit or compensation plans in which Executive has a vested benefit, or (iv) claims for benefits required by applicable law or health insurance coverage under applicable state and federal group health care continuation coverage laws (e.g., COBRA). In addition, excluded from this release and waiver are any claims which cannot be waived by law, including, but not limited to, the right to file a charge or complaint with including the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization ); or any other federal, state or local governmental agency laws or commission (each a “Governmental Agency”), regulations relating to employment or to testify, assist or participate in any investigation, hearing or proceeding conducted by a Governmental Agency. In the event Executive files a charge or complaint benefits associated with a Government Agency, or a Government Agency asserts a claim on Executive’s behalfemployment, Executive agrees that his release of claims in this Agreement shall nevertheless bar Executive’s right (if any) to any monetary or other recovery (including reinstatement), except that Executive does not waive: excepting only: (i) Executive’s the rights of Executive with respect to the exercise of her outstanding stock options and restricted stock awards to the common stock of WFB and her rights to the merger consideration as provided in the Merger Agreement; (ii) the rights of Executive under the HMS Employment Agreement between her and HMS dated May 20, 2008; (iii) the right of Executive to receive an award from the Securities and Exchange Commission continued insurance coverage pursuant to Section 21F 2(b) above and COBRA continuation coverage in accordance with applicable law; (iv) the rights to indemnification Executive may have under (A) applicable corporate law, (B) the articles of incorporation, charter or bylaws of WFB, WFB Bank or any of their subsidiaries or affiliates, (C) as an insured under any director’s and officer’s liability insurance policy, or (D) the Merger Agreement; and (v) claims for benefits under any health, disability, retirement, life insurance or other similar “employee benefit plan” (within the meaning of Section 3(3) of ERISA, as defined in the Merger Agreement) of WFB, WFB Bank or any of their subsidiaries provided Executive is entitled to those benefits in accordance with the terms of the Securities Exchange Act of 1934, and (ii) any other right where waiver is expressly prohibited by lawrespective plan. (c) Executive agrees not to institute, nor has Executive instituted, a lawsuit against any Released Company Party based on any waived claims or rights as set forth above. (d) EXCEPT AS OTHERWISE PROVIDED HEREIN, EXECUTIVE ACKNOWLEDGES AND AGREES THAT THIS RELEASE IS A FULL AND FINAL BAR TO ANY AND ALL CLAIM(S) OF ANY TYPE THAT EXECUTIVE SHE MAY NOW HAVE AGAINST HNC, HNC BANK, HMS, WFB, AND WFB BANK TO THE EXTENT PROVIDED ABOVE BUT THAT IT DOES NOT RELASE ANY RELEASED COMPANY PARTYCLAIMS THAT MAY ARISE AFTER THE DATE OF THIS AGREEMENT.

Appears in 1 contract

Samples: Termination of Employment Agreement and Release Agreement (Willow Financial Bancorp, Inc.)

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Release and Waiver. As of the date hereof and as of the date of termination of Employee's employment with the Company (a) The Executivewhich shall be affirmed at such time by Employee's acceptance of any severance payment hereunder), for himself, his heirs, successors Employee hereby irrevocably and assigns, does hereby generally and completely waive, release unconditionally releases and forever dischargedischarges the Company and each of its employees, CNOBagents, and all their representativesdirectors, officers, directors employees and affiliatesshareholders, partners, trustees, predecessors or successors in interest, assigns, attorneys, representatives, and each and every successor, assign and agent (the “Released CNOB”), from and against any and all claims. As used herein, “claims” means any and all matters relating to the Employment Agreement, including, but not limited to, any and all claims related to Executive’s service as an employee, officer or director of CNOB or any subsidiary or affiliate through the effective date of this Agreement or arising from those companies affiliated with or related to Executive’s service the Company or such aforementioned individuals of the Company (and all persons acting by, through, under, or in concert with CNOB, and any of them) from any and all claims, debtscomplaints, demands, rights, actions, causes of action of any and every kind, damages, losses, liabilities, demands, obligations, promises, acts, agreements, and costs, expenses, damages, actions /expenses of any and causes of actions, whether in law or in equityevery kind, whether known or unknown, foreseen or unforeseen, direct or indirect, fixed or contingent, suspected or unsuspected, arising from Executive’s employment and whether or service with CNOB not liquidated, that may have existed or accrued or which is based on any subsidiary action, fact, occurrence or affiliate thereofomission at any time on or before the execution of this Agreement. Specifically, and, except as set forth below, also includes Employee acknowledges that such claims or potential claims include (but is are not limited to: ) those that may have arisen from or were related to: (ia) claims under federalhis employment with the Company; (b) the cessation of his employment with the Company; (c) salary, state or local law pay, compensation, commissions/incentive compensation, bonuses of any kind, severance pay, insurance, stock awards and options, employee benefits and/or plans, relocation and other business expenses; (statutory or decisionald) for breach of any contract, tort, wrongful or abusive or unfair constructive discharge or dismissal, impairment workers' compensation theory; (e) relating to any alleged violation of economic opportunity or defamation, breach of fiduciary duty, intentional infliction of emotional distress, alleged harassment or discrimination based upon on the basis of sex (gender), race, age, color, ethnicityreligion, sex, agedisability/handicap, national origin, religionor "protected activity" under the National Labor Relations Act, disability, sexual orientation or any other unlawful criterion or circumstance; (ii) claims for compensation, bonuses or benefits; (iii) claims under any employment letter, service agreement, severance program, compensation, bonus, incentive, deferred retirement, health, welfare or benefit plan or arrangement maintained by CNOB and its affiliates; (iv) claims for sexual harassment; (v) claims related to whistle blowing; (vi) claims for punitive, incidental, indirect, consequential, special or exemplary damages; (vii) claims for violations of any of the following laws (as amended) from the beginning of time to the effective date of this Agreement: the Equal Pay Act, the Civil Rights Act of 1866, 42 U.S.C. § 1981, Title VII of the Civil Rights Act of 19641964 as amended, 42 U.S.C. ss. 2000(e) et seq., the Civil Rights Act of 1991 1991, Section 1981 of the Civil Rights Act of 1866, as amended, the Americans with Disabilities Act, the Rehabilitation Act of 1973, the Age Discrimination in Employment Act, the Equal Pay Act, the Genetic Information and Discrimination Act, the Americans with Disabilities Act of 1991, the Worker Adjustment Retraining and Notification Act, 29 U.S.C. § 2101, et seq., the Family and Medical Leave Act of 1993(FMLA), the Rehabilitation Act29 U.S.C. ss. 2611 et seq., Executive Order 11246, all claims and damages relating to racethe Employee Retirement Income Security Act of 1974 (ERISA), sexthe Veterans' Reemployment Rights Act, national origin38 U.S.C. ss.ss. 22021-26, disabilities, religion, sexual orientation and age, all employment discrimination claims arising under similar state, country or city statutes, any claims for unpaid compensation, wages and bonuses under the federal Fair Labor Standards Act, 29 U.S.C. § 201, et seq., any and all claims for violation of Code Section 409A, or any state, county or city law or ordinance regarding wages or compensation, and (viii) claims for violations of any other applicable labor or employment statute or law, from the beginning of time to the effective date of this Agreement. For avoidance of doubt, this Section includes a release of claims under the New Jersey Law Against Discrimination, the New Jersey State WARN Act, the New Jersey Conscientious Employee Protection Act, the New Jersey Smoke-Free Air Act, the New Jersey Equal Pay Act, the New Jersey Occupational Safety and Health Law, the New Jersey Temporary Disability Benefits Act and the New Jersey Family Leave Act. In addition, Executive waives any and all rights under the laws of any jurisdiction in the United States that limit a general release to those claims that are known or suspected to exist in Executive’s favor as of the effective date of this Agreement. The foregoing list is meant to be illustrative rather than exclusive. (b) Notwithstanding the foregoing, Executive does not waive any rights related to: (i) CNOB’s obligations to make payments or provide other benefits under either Section 6(c) or 7(c) of the Employment Agreement, (ii) claims for payment under any equity compensation plan of CNOB in effect as of the date hereof and under which Executive received an award, (iii) claims for benefits under CNOB’s tax-qualified retirement plans or other benefit or compensation plans in which Executive has a vested benefit, or (iv) claims for benefits required by applicable law or health insurance coverage under applicable state and federal group health care continuation coverage laws (e.g., COBRA). In addition, excluded from this release and waiver are any claims which cannot be waived by law, including, but not limited to, the right to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health AdministrationAct, the U.S. Securities including any amendments and/or revisions to those laws, and Exchange Commissionany other similar federal, the Financial Industry Regulatory Authoritystate, or local anti-discrimination laws; (f) any other terms and conditions of employment, any employment practices related thereto, or any other self-regulatory organization contract with or contractual obligation of the Company. The Employee hereby covenants not to sue the Company (or any other federalperson or entity listed xxxve) on account of any claim released hereby, state excluding any claim that may arise out of compliance with or local governmental agency or commission (each a “Governmental Agency”), or to testify, assist or participate in any investigation, hearing or proceeding conducted by a Governmental Agency. In the event Executive files a charge or complaint with a Government Agency, or a Government Agency asserts a claim on Executive’s behalf, Executive agrees that his release enforcement of claims in this Agreement shall nevertheless bar Executive’s right (if any) to any monetary or other recovery (including reinstatement), except that Executive does not waive: (i) Executive’s right to receive an award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, and (ii) any other right where waiver is expressly prohibited by lawAgreement. (c) Executive agrees not to institute, nor has Executive instituted, a lawsuit against any Released Company Party based on any waived claims or rights as set forth above. (d) EXCEPT AS OTHERWISE PROVIDED HEREIN, EXECUTIVE ACKNOWLEDGES AND AGREES THAT THIS RELEASE IS A FULL AND FINAL BAR TO ANY AND ALL CLAIM(S) OF ANY TYPE THAT EXECUTIVE MAY NOW HAVE AGAINST ANY RELEASED COMPANY PARTY.

Appears in 1 contract

Samples: Employment Agreement (Clarus Corp)

Release and Waiver. (a) The Executive, for himselfherself, his her heirs, successors and assigns, does hereby generally and completely waive, release and forever discharge, CNOB, and all their representatives, officers, directors employees and affiliates, and each and every successor, assign and agent (the “Released CNOB”), from and against any and all claims. As used herein, “claims” means any and all matters relating to the Employment Agreement, including, but not limited to, any and all claims related to Executive’s service as an employee, officer or director of CNOB or any subsidiary or affiliate through the effective date of this Agreement or arising from or related to Executive’s service with CNOB, and any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs, expenses, damages, actions and causes of actions, whether in law or in equity, whether known or unknown, suspected or unsuspected, arising from Executive’s employment or service with CNOB or any subsidiary or affiliate thereof, and, except as set forth below, also includes but is not limited to: (i) claims under federal, state or local law (statutory or decisional) for breach of contract, tort, wrongful or abusive or unfair discharge or dismissal, impairment of economic opportunity or defamation, breach of fiduciary duty, intentional infliction of emotional distress, or discrimination based upon race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation or any other unlawful criterion or circumstance; (ii) claims for compensation, bonuses or benefits; (iii) claims under any employment letter, service agreement, severance program, compensation, bonus, incentive, deferred retirement, health, welfare or benefit plan or arrangement maintained by CNOB and its affiliates; (iv) claims for sexual harassment; (v) claims related to whistle blowing; (vi) claims for punitive, incidental, indirect, consequential, special or exemplary damages; (vii) claims for violations of any of the following laws (as amended) from the beginning of time to the effective date of this Agreement: the Equal Pay Act, the Civil Rights Act of 1866, 42 U.S.C. § 1981, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991 as amended, the Equal Pay Act, the Genetic Information and Discrimination Act, the Americans with Disabilities Act of 1991, the Worker Adjustment Retraining and Notification Act, 29 U.S.C. § 2101, et seq., the Family and Medical Leave Act of 1993, the Rehabilitation Act, Executive Order 11246, all claims and damages relating to race, sex, national origin, disabilities, religion, sexual orientation and age, all employment discrimination claims arising under similar state, country or city statutes, any claims for unpaid compensation, wages and bonuses under the federal Fair Labor Standards Act, 29 U.S.C. § 201, et seq., any and all claims for violation of Code Section 409A, or any state, county or city law or ordinance regarding wages or compensation, and (viii) claims for violations of any other applicable labor or employment statute or law, from the beginning of time to the effective date of this Agreement. For avoidance of doubt, this Section includes a release of claims under the New Jersey Law Against Discrimination, the New Jersey State WARN Act, the New Jersey Conscientious Employee Protection Act, the New Jersey Smoke-Free Air Act, the New Jersey Equal Pay Act, the New Jersey Occupational Safety and Health Law, the New Jersey Temporary Disability Benefits Act and the New Jersey Family Leave Act. In addition, Executive waives any and all rights under the laws of any jurisdiction in the United States that limit a general release to those claims that are known or suspected to exist in Executive’s favor as of the effective date of this Agreement. The foregoing list is meant to be illustrative rather than exclusive. (b) Notwithstanding the foregoing, Executive does not waive any rights related to: (i) CNOB’s obligations to make payments or provide other benefits under either Section 6(c) or 7(c) of the Employment Agreement, (ii) claims for payment under any equity compensation plan of CNOB in effect as of the date hereof and under which Executive received an award, (iii) claims for benefits under CNOB’s tax-qualified retirement plans or other benefit or compensation plans in which Executive has a vested benefit, or (iv) claims for benefits required by applicable law or health insurance coverage under applicable state and federal group health care continuation coverage laws (e.g., COBRA). In addition, excluded from this release and waiver are any claims which cannot be waived by law, including, but not limited to, the right to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization or any other federal, state or local governmental agency or commission (each a “Governmental Agency”), or to testify, assist or participate in any investigation, hearing or proceeding conducted by a Governmental Agency. In the event Executive files a charge or complaint with a Government Agency, or a Government Agency asserts a claim on Executive’s behalf, Executive agrees that his release of claims in this Agreement shall nevertheless bar Executive’s right (if any) to any monetary or other recovery (including reinstatement), except that Executive does not waive: (i) Executive’s right to receive an award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, and (ii) any other right where waiver is expressly prohibited by law. (c) Executive agrees not to institute, nor has Executive instituted, a lawsuit against any Released Company Party based on any waived claims or rights as set forth above. (d) EXCEPT AS OTHERWISE PROVIDED HEREIN, EXECUTIVE ACKNOWLEDGES AND AGREES THAT THIS RELEASE IS A FULL AND FINAL BAR TO ANY AND ALL CLAIM(S) OF ANY TYPE THAT EXECUTIVE MAY NOW HAVE AGAINST ANY RELEASED COMPANY PARTY.

Appears in 1 contract

Samples: Employment Agreement (ConnectOne Bancorp, Inc.)

Release and Waiver. 4.1 By signing this Agreement, You release and waive all claims of any kind whatsoever which You have or may have against Workday and its parent, subsidiary, and affiliated companies, and all related entities, and assigns and all of their officers, agents, employees, shareholders, members, managers, trustees, joint venturers, partners, directors and anyone claiming through them (ahereinafter “Releasees” collectively), relating to or arising out of Your employment with Workday or termination therefrom or any and every other matter, event, act and/or omission. This release and waiver includes, but is not limited to: (i) The Executiveany claims for wrongful termination, defamation, or any other common law claims; (ii) any claims for himselfthe breach of any implied, his heirswritten or oral contract (excluding any contract claim resulting from a breach of this Agreement by Workday); (iii) any claims of discrimination, successors harassment or retaliation based on such things as age, national origin, race, religion, gender, sexual orientation, pregnancy, parental or marital status, or physical or mental disability, handicap or medical condition, or any other form of legally prohibited conduct, discrimination or retaliation; and assignsto the greatest extent allowed by law, does hereby generally any claims for any compensation of any sort, including but not limited to salary, severance pay and completely waivebenefits, release including unused vacation accrual, leaves, equity compensation/options, commissions, wage differentials and bonuses. 4.2 On behalf of Yourself and anyone claiming through You, You irrevocably and unconditionally agree to release, acquit and forever discharge, CNOBto the greatest extent allowed by law, and all their representatives, officers, directors employees and affiliates, and each and every successor, assign and agent (the “Released CNOB”)Releasees in each’s individual and/or corporate capacities, from and against any and all claims. As used herein, “claims” means any and all matters relating to the Employment Agreement, including, but not limited to, any and all claims related to Executive’s service as an employee, officer or director of CNOB or any subsidiary or affiliate through the effective date of this Agreement or arising from or related to Executive’s service with CNOB, and any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs, expenses, damages, actions and causes of actions, whether in law or in equitydamages and the like, whether known or unknown, suspected which You ever had against any of the Releasees arising out of or unsuspectedrelating to Your employment with the Company and/or the termination of Your employment with the Company and/or any and every other matter, arising from Executive’s employment or service with CNOB or any subsidiary or affiliate thereofevent, andact and/or omission. Said claims include, except as set forth below, also includes but is are not limited to: (i1) employment discrimination (including claims of sex discrimination and/or sexual harassment, age discrimination, disability discrimination) and retaliation under Title VII (42 U.S.C.A. 2000e etc.) and under 42 U.S.C.A. section 1981 and section 1983, age discrimination under the Age Discrimination in Employment Act (29 U.S.C.A. sections 621-634), the Older Workers Benefit Protection Act (OWBPA), under the State Constitution, and/or any relevant state statutes or municipal ordinances; (2) disputed wages; (3) wrongful discharge and/or breach of any alleged employment contract; and (4) claims under federalbased on any tort or alleged wrong, state or local law (statutory or decisional) for breach such as but not limited to negligence, invasion of contractprivacy, tort, wrongful or abusive or unfair discharge or dismissal, impairment of economic opportunity or defamation, breach of fiduciary duty, intentional fraud and infliction of emotional distress. 4.3 This release and waiver by You includes, or discrimination based upon race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation or any other unlawful criterion or circumstance; (ii) claims for compensation, bonuses or benefits; (iii) claims under any employment letter, service agreement, severance program, compensation, bonus, incentive, deferred retirement, health, welfare or benefit plan or arrangement maintained by CNOB and its affiliates; (iv) claims for sexual harassment; (v) claims related to whistle blowing; (vi) claims for punitive, incidental, indirect, consequential, special or exemplary damages; (vii) claims for violations of any of the following laws (as amended) from the beginning of time to the effective date extent legally permissible, all claims relating to or arising out of this Agreement: Your employment with Workday or Your termination therefrom that may arise under the Equal Pay common law and all federal, state and local statutes, ordinances, rules, regulations and orders, including but not limited to any claim or cause of action based on the National Labor Relations Act, the Fair Labor Standards Act, the Age Discrimination in Employment Act, the OWBPA, the Americans with Disabilities Act, the Civil Rights Act of 1866, 42 U.S.C. § 1981, Title VII of the Civil Rights Act Acts of 1964, the Civil Rights Family and Medical Leave Act, the Employee Retirement Income Security Act of 1991 as amended1974, the Equal Pay Act, the Genetic Information all state wage and Discrimination Act, the Americans with Disabilities Act of 1991, the Worker Adjustment Retraining and Notification Act, 29 U.S.C. § 2101, et seq., the Family and Medical Leave Act of 1993, the Rehabilitation Act, Executive Order 11246hour laws, all claims and damages laws relating to race, sex, national origin, disabilities, religion, sexual orientation and age, all employment discrimination claims arising under similar state, country or city statutes, any claims for unpaid compensation, wages and bonuses under the federal Fair Labor Standards Act, 29 U.S.C. § 201, et seq., any and all claims for violation of Code Section 409A, or any state, county or city law or ordinance regarding wages or compensation, and (viii) claims for violations of any other applicable labor or employment statute or lawsort, from the beginning of time to the effective date of this Agreement. For avoidance of doubt, this Section includes a release of claims under the New Jersey Law Against Discrimination, the New Jersey State WARN Act, the New Jersey Conscientious Employee Protection Act, the New Jersey Smoke-Free Air Act, the New Jersey Equal Pay Act, the New Jersey Occupational Safety and Health Law, the New Jersey Temporary Disability Benefits Act and the New Jersey Family Leave Act. In addition, Executive waives any and all rights under the laws of any jurisdiction in the United States that limit a general release to those claims that are known or suspected to exist in Executive’s favor as of the effective date of this Agreement. The foregoing list is meant to be illustrative rather than exclusive. (b) Notwithstanding the foregoing, Executive does not waive any rights related to: (i) CNOB’s obligations to make payments or provide other benefits under either Section 6(c) or 7(c) of the Employment Agreement, (ii) claims for payment under any equity compensation plan of CNOB in effect as of the date hereof and under which Executive received an award, (iii) claims for benefits under CNOB’s tax-qualified retirement plans or other benefit or compensation plans in which Executive has a vested benefit, or (iv) claims for benefits required by applicable law or health insurance coverage under applicable state and federal group health care continuation coverage laws (e.g., COBRA). In addition, excluded from this release and waiver are any claims which cannot be waived by law, including, but not limited to, the right to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or and/or any other self-regulatory organization or any other provision of federal, state or local governmental agency statutory or commission (each a “Governmental Agency”)common law or regulation. 4.4 You agree that this release and waiver is effective for all claims relating to or arising out of Your employment with Workday or Your termination therefrom without regard to the legal nature of the claim alleged and without regard to whether any such claim is based upon tort, equity, implied or express contract, discrimination of any sort, or any federal, state or local law, statute or regulation or any claim for attorney’s fees. 4.5 You warrant that, to testifythe extent not prohibited by applicable law, assist or participate in You have not and will not institute any investigationlawsuit, hearing claim, action, charge, complaint, petition, appeal, accusatory pleading, or proceeding conducted of any kind against Workday relating to or arising out of any of the claims which are released and waived in this Section 4, and You waive, or at a minimum assign to Workday, any and all rights to any and all forms of recovery or compensation from any legal action brought by a Governmental AgencyYou or on Your behalf in connection with Your employment or the termination of Your employment with Workday. In To the extent not prohibited by applicable law, in the event Executive files that a charge lawsuit or complaint with any of the foregoing actions are filed by You in breach of this covenant, it is expressly understood and agreed that this covenant shall constitute a Government Agencycomplete defense to any such lawsuit or action. Although You are releasing claims that You may have under the OWBPA and the ADEA, nothing in this agreement limits You from bringing a claim to challenge this Agreement itself under the Age Discrimination in Employment Act and Older Workers Benefit Protection Act. 4.6 Further, it is understood and agreed that this is a full and final release applying not only to all claims as defined in these paragraphs which are presently known, anticipated, or a Government Agency asserts a claim on Executive’s behalfdisclosed to You, Executive agrees that his but also to all claims as defined in these paragraphs which are presently unknown, unanticipated, and undisclosed to You. You hereby waive any and all rights or benefits which You may now have, or may have in the future under the terms of §1542 of the California Civil Code, which provides as follows: 4.7 This release of claims in this Agreement shall nevertheless bar Executive’s right (if any) to any monetary or other recovery (including reinstatement), except that Executive and waiver does not waive: include any rights or benefits (i) Executive’s that may not be waived pursuant to applicable law including, without limitation, any right to receive an award from the Securities and Exchange Commission indemnification pursuant to California Labor Code Section 21F of the Securities Exchange Act of 19342800 or Section 2802, and or (ii) any right to indemnification under the indemnification agreement between You and the Company, any organizational document of the Company, for directors’ and officers’ insurance coverage, any worker’s compensation claims that You may possess or claim that cannot be released as a matter of law, although You represents that You are not currently aware of any such claim. Moreover, You will continue to be indemnified for Your actions taken while employed by the Company to the same extent as other right where waiver is expressly prohibited former directors and officers of the Company under the Company’s Certificate of Incorporation and Bylaws and the indemnification agreement between You and the Company, if any, and You will continue to be covered by lawthe Company’s directors and officers liability insurance policy as in effect from time to time to the same extent as other former directors and officers of the Company, each subject to the requirements of the laws of the State of Delaware. (c) Executive agrees not to institute, nor has Executive instituted, a lawsuit against any Released Company Party based on any waived claims or rights as set forth above. (d) EXCEPT AS OTHERWISE PROVIDED HEREIN, EXECUTIVE ACKNOWLEDGES AND AGREES THAT THIS RELEASE IS A FULL AND FINAL BAR TO ANY AND ALL CLAIM(S) OF ANY TYPE THAT EXECUTIVE MAY NOW HAVE AGAINST ANY RELEASED COMPANY PARTY.

Appears in 1 contract

Samples: Employment Agreement (Workday, Inc.)

Release and Waiver. (a) The ExecutiveIn consideration for the payments and undertakings described in this Agreement, for himselfEmployee releases and waives any and all claims that he/she might possibly have against the Company, his heirswhether Employee is aware of them or not. In legal terms, successors this means that, individually and on behalf of Employee’s representatives, successors, and assigns, Employee does hereby generally and completely waive, release and forever dischargedischarge the Company, CNOBits parents, and all their representativessubsidiaries, affiliates, successors, assigns, directors, officers, directors employees and affiliatesmanagers, agents, and each past and present employees (“the Releasees”) from all claims, rights, demands, actions, obligations, and causes of action of any and every successorkind, assign nature and agent (character, known or unknown, which Employee may now have, or has ever had, against them arising from or in any way connected with Employee’s employment with the “Released CNOB”)Company and/or the termination thereof. Other than Worker’s Compensation claims and claims for California unemployment insurance benefits, from and against any and all claims. As used herein, “claims” means any and all matters relating which are not subject to the Employment this Agreement, includingthis release and waiver covers all federal, state, statutory, common law, constitutional and other claims, including but not limited to, any : a) Any and all claims related to Executive’s service as an employeefor wrongful discharge, officer constructive discharge, or director of CNOB or any subsidiary or affiliate through the effective date of this Agreement or arising from or related to Executive’s service with CNOB, and any wrongful demotion; b) Any and all claimsclaims relating to any contracts of employment, debtsexpress or implied, liabilitiesor breach of the covenant of good faith and fair dealing, demandsexpress or implied; c) Any and all tort claims of any nature, obligations, promises, acts, agreements, costs, expenses, damages, actions and causes of actions, whether in law or in equity, whether known or unknown, suspected or unsuspected, arising from Executive’s employment or service with CNOB or any subsidiary or affiliate thereof, and, except as set forth below, also includes including but is not limited to: (i) to claims under federalfor negligence, state or local law (statutory or decisional) for breach of contract, tort, wrongful or abusive or unfair discharge or dismissal, impairment of economic opportunity or defamation, breach of fiduciary dutymisrepresentation, fraud, or negligent or intentional infliction of emotional distress; d) Any and all claims for wages, salary, commissions, bonuses, or any other compensation or benefits of any kind, and associated penalties and interest; e) Any and all claims for disability benefits of any kind; f) Any and all claims for retaliation or for discrimination or harassment based upon on sex, race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation medical condition, or any other unlawful criterion protected characteristic under federal, state or circumstance; (ii) municipal statutes or ordinances; any claims for compensation, bonuses or benefits; (iii) claims whatsoever under any employment letter, service agreement, severance program, compensation, bonus, incentive, deferred retirement, health, welfare or benefit plan or arrangement maintained by CNOB the California Fair Employment and its affiliates; (iv) claims for sexual harassment; (v) claims related to whistle blowing; (vi) claims for punitive, incidental, indirect, consequential, special or exemplary damages; (vii) claims for violations of any of the following laws (as amended) from the beginning of time to the effective date of this Agreement: the Equal Pay Housing Act, the Civil Rights Act of 1866, 42 U.S.C. § 1981, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991 as amended1991, 42 U.S.C. Section 1981, the Age Discrimination in Employment Act, the Xxxxx Act, the Whistleblower Protection Act, the Worker Adjustment and Retraining Notification Act, the Federal False Claims Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Genetic Information and Discrimination Older Workers’ Benefit Protection Act, the Americans with With Disabilities Act of 1991Act, the Worker Adjustment Retraining and Notification Employment Retirement Income Security Act, 29 U.S.C. § 2101, et seq., the Family and Medical Leave Act of 1993Act, the Rehabilitation California Family Right Act, Executive Order 11246the California Labor Code, and all other local, state, and federal laws and regulations relating to or governing the employment; and g) Any and all claims and damages relating for attorneys’ fees or costs. Employee agrees to racenever file any lawsuits or complaints or institute any legal, sexequitable, national originor administrative proceedings, disabilities, religion, sexual orientation and age, all employment discrimination claims arising under similar state, country or city statutes, asserting any claims for unpaid compensationor rights that are released under this Agreement, wages and bonuses under the federal Fair Labor Standards Act, 29 U.S.C. § 201, et seq., waives any and all claims for violation of Code Section 409Areassignment or reinstatement by Company, except as otherwise allowed under the law. Employee further agrees that if any such claim is prosecuted in Employee’s name before any court or administrative agency, Employee waives and agrees not to take any stateaward of money or other damages from such suit, county or city law or ordinance regarding wages or compensation, and (viii) claims for violations of any other applicable labor or employment statute or law, from except in the beginning of time to the effective date event that Company is in breach of this Agreement. For avoidance of doubt, this Section includes a release of claims under the New Jersey Law Against Discrimination, the New Jersey State WARN Act, the New Jersey Conscientious Employee Protection Act, the New Jersey Smoke-Free Air Act, the New Jersey Equal Pay Act, the New Jersey Occupational Safety and Health Law, the New Jersey Temporary Disability Benefits Act and the New Jersey Family Leave Act. In addition, Executive waives any and all rights under the laws of any jurisdiction in the United States that limit a general release to those claims that are known or suspected to exist in Executive’s favor as of the effective date of this Agreement. The foregoing list is meant to be illustrative rather than exclusive. (b) Notwithstanding the foregoing, Executive does not waive any rights related to: (i) CNOB’s obligations to make payments or provide other benefits under either Section 6(c) or 7(c) of the Employment Agreement, (ii) claims for payment under any equity compensation plan of CNOB in effect as of the date hereof and under which Executive received an award, (iii) claims for benefits under CNOB’s tax-qualified retirement plans or other benefit or compensation plans in which Executive has a vested benefit, or (iv) claims for benefits required by applicable law or health insurance coverage under applicable state and federal group health care continuation coverage laws (e.g., COBRA). In addition, excluded from this release and waiver are any claims which cannot be waived by law, including, but not limited to, the right to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization or any other federal, state or local governmental agency or commission (each a “Governmental Agency”), or to testify, assist or participate in any investigation, hearing or proceeding conducted by a Governmental Agency. In the event Executive files a charge or complaint with a Government Agency, or a Government Agency asserts a claim on Executive’s behalf, Executive agrees that his release of claims in this Agreement shall nevertheless bar Executive’s right (if any) to any monetary or other recovery (including reinstatement), except that Executive does not waive: (i) Executive’s right to receive an award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, and (ii) any other right where waiver is expressly prohibited by law. (c) Executive agrees not to institute, nor has Executive instituted, a lawsuit against any Released Company Party based on any waived claims or rights as set forth above. (d) EXCEPT AS OTHERWISE PROVIDED HEREIN, EXECUTIVE ACKNOWLEDGES AND AGREES THAT THIS RELEASE IS A FULL AND FINAL BAR TO ANY AND ALL CLAIM(S) OF ANY TYPE THAT EXECUTIVE MAY NOW HAVE AGAINST ANY RELEASED COMPANY PARTY.

Appears in 1 contract

Samples: Separation Agreement (Intersil Corp/De)

Release and Waiver. (a) The ExecutiveIn consideration of the Severance Payments and other consideration to be provided by DynaVox as stated herein, for himselfand as a material inducement to DynaVox to enter into this Letter Agreement, his you, on your own behalf and on behalf of your respective heirs, successors family members, executors, agents, and assigns, does hereby generally and completely waive, release fully and forever dischargerelease the members of the DynaVox Group and their respective current and former officers, CNOBdirectors, and all their employees, agents, investors, members, attorneys, shareholders, administrators, affiliates, divisions, parents, subsidiaries, representatives, officerspredecessors and successor corporations and assigns (collectively, directors employees and affiliates, and each and every successor, assign and agent (the “Released CNOBParties)) from, any claim, duty, obligation or cause of action relating to any matters of any kind, whether arising out of or relating to your employment with the DynaVox Group or any other Released Party, or your service as an officer or employee of the DynaVox Group or any other Released Party, or otherwise, whether presently known or unknown, suspected or unsuspected, that you may possess arising from any omissions, acts or facts that have occurred up until and against including the date of your execution of this Letter Agreement, including, without limitation, except as provided in Section 5(b) below: (i) any and all claims. As used hereinclaims relating to or arising from your employment with the DynaVox Group or any other Released Party, “claims” means or the termination of that employment; (ii) any and all matters claims relating to, or arising from, your right to purchase, or actual purchase of, equity of any applicable member(s) of the Employment AgreementDynaVox Group or any other Released Party, including, but not limited to, any and all claims related to Executive’s service as an employeefor fraud, officer or director of CNOB or any subsidiary or affiliate through the effective date of this Agreement or arising from or related to Executive’s service with CNOB, and any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs, expenses, damages, actions and causes of actions, whether in law or in equity, whether known or unknown, suspected or unsuspected, arising from Executive’s employment or service with CNOB or any subsidiary or affiliate thereof, and, except as set forth below, also includes but is not limited to: (i) claims under federal, state or local law (statutory or decisional) for breach of contract, tort, wrongful or abusive or unfair discharge or dismissal, impairment of economic opportunity or defamationmisrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate or limited liability company law, and securities fraud under any state or federal law; (iii) any and all claims under the law of any jurisdiction, including, but not limited to, wrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress, ; negligent or discrimination based upon race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation intentional misrepresentation; negligent or any other unlawful criterion intentional interference with contract or circumstance; (ii) claims for compensation, bonuses or benefits; (iii) claims under any employment letter, service agreement, severance program, compensation, bonus, incentive, deferred retirement, health, welfare or benefit plan or arrangement maintained by CNOB prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and its affiliates; conversion; (iv) any and all claims for sexual harassment; (v) claims related to whistle blowing; (vi) claims for punitive, incidental, indirect, consequential, special or exemplary damages; (vii) claims for violations violation of any of the following laws (as amended) from the beginning of time to the effective date of this Agreement: the Equal Pay Actfederal, the Civil Rights Act of 1866state or municipal statute, 42 U.S.C. § 1981code or ordinance, including, but not limited to, Title VII of the Civil Rights Act of 1964, ; the Civil Rights Act of 1991 as amended, 1991; the Equal Pay Act, the Genetic Information and Age Discrimination Act, in Employment Act of 1967; the Americans with Disabilities Act of 1991, 1990; the Fair Labor Standards Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining and Notification Act, 29 U.S.C. § 2101, et seq., ; the Older Workers Benefit Protection Act; the Family and Medical Leave Act of 1993, Act; the Rehabilitation Fair Credit Reporting Act, Executive Order 11246, all claims and damages relating to race, sex, national origin, disabilities, religion, sexual orientation and age, all employment discrimination claims arising under similar state, country or city statutes, any claims for unpaid compensation, wages and bonuses under the federal Fair Labor Standards Act, 29 U.S.C. § 201, et seq., ; (v) any and all claims for violation of Code Section 409Athe federal, or any state, county or city law or ordinance regarding wages or compensation, and constitution; (viiivi) claims for violations of any other applicable labor or employment statute or law, from the beginning of time to the effective date of this Agreement. For avoidance of doubt, this Section includes a release of claims under the New Jersey Law Against Discrimination, the New Jersey State WARN Act, the New Jersey Conscientious Employee Protection Act, the New Jersey Smoke-Free Air Act, the New Jersey Equal Pay Act, the New Jersey Occupational Safety and Health Law, the New Jersey Temporary Disability Benefits Act and the New Jersey Family Leave Act. In addition, Executive waives any and all rights under the laws claims arising out of any jurisdiction in the United States that limit a general release to those claims that are known or suspected to exist in Executive’s favor as of the effective date of this Agreement. The foregoing list is meant to be illustrative rather than exclusive. (b) Notwithstanding the foregoing, Executive does not waive any rights related to: (i) CNOB’s obligations to make payments or provide other benefits under either Section 6(c) or 7(c) of the Employment Agreement, (ii) claims for payment under any equity compensation plan of CNOB in effect as of the date hereof and under which Executive received an award, (iii) claims for benefits under CNOB’s tax-qualified retirement plans or other benefit or compensation plans in which Executive has a vested benefit, or (iv) claims for benefits required by applicable law or health insurance coverage under applicable state and federal group health care continuation coverage laws (e.g., COBRA). In addition, excluded from this release and waiver are any claims which cannot be waived by law, including, but not limited to, the right to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization or any other federal, state or local governmental agency laws, rules, orders or commission regulations relating to employment or employment discrimination; (each vii) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by you as a result of this release; and (viii) any and all claims for attorney fees and costs. (b) The release in clause (a) above does not release the Released Parties from (i) any obligations due to you under this Letter Agreement, (ii) any vested rights you have under DynaVox’s Employee Benefit Plans (as defined in the Employment Agreement), (iii) any rights to indemnification you may have under DynaVox’s operating agreement, bylaws, the Employment Agreement or separate indemnification agreement, including any rights you may have under directors and officers insurance policies and rights or claims of contribution or advancement of expenses, (iv) coverage under such D&O policies with respect to your period of employment; or (v) any rights or claims you may have that arise from actions or omissions after the date you sign this Letter Agreement. You acknowledge that you are waiving and releasing any rights you may have under the Age Discrimination in Employment Act of 1967 (Governmental AgencyADEA”) and that this waiver and release is knowing and voluntary. You and DynaVox agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date on which you execute this Letter Agreement. You acknowledge that the consideration given to you pursuant to this Letter Agreement is in addition to anything of value to which you are already entitled. You further acknowledge that you have been advised by this writing that: (i) you should consult with an attorney prior to executing this Letter Agreement; (ii) you have up to twenty-one (21) days within which to consider this Letter Agreement; (iii) you have seven (7) days following your execution of this Letter Agreement to revoke this Letter Agreement (the “Revocation Period”); (iv) this Letter Agreement, including the ADEA waiver, shall not be effective until the Revocation Period has expired without the effective revocation of your agreement (the “Effective Date of this Letter Agreement”); and (v) nothing in this Letter Agreement prevents or to testifyprecludes you from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, assist nor does it impose any condition precedent, penalties or participate in any investigationcosts for doing so, hearing or proceeding conducted unless specifically authorized by a Governmental Agencyfederal law. In the event Executive files a charge you execute this Letter Agreement prior to the expiration of the twenty-one (21) day period, as is your right and sole prerogative, you waive the balance of such period. The parties hereto agree that any changes to this Letter Agreement, whether material or complaint with a Government Agencyimmaterial, do not restart the running of the 21-day review period. Any revocation by you of your agreement hereto, to be effective, must be in writing and actually delivered to the office of Xxxxxxx X. Xxxxx, Chief Financial Officer of DynaVox, at the address set forth on the first page of this Letter Agreement, on or a Government Agency asserts a claim before 11:59pm on Executive’s behalf, Executive agrees the seventh (7th) day following the date of your execution of this Letter Agreement. You understand and agree that his release of claims in this Agreement shall nevertheless bar Executive’s right (if any) DynaVox has no obligation to make any monetary payments or other recovery (including reinstatement), except that Executive does not waive: (i) Executive’s right benefits to receive an award from the Securities and Exchange Commission you pursuant to Section 21F this Letter Agreement until the Effective Date of this Letter Agreement. If you have not returned the Securities Exchange Act signed Letter Agreement within the time permitted, then the offer of 1934, payments and (ii) any other right where waiver is expressly prohibited benefits set forth herein will expire by lawits own terms at such time. (c) Executive agrees You understand and agree that, as a condition of this Letter Agreement, you shall not be entitled to institute, nor has Executive instituted, a lawsuit against any employment with any member of the DynaVox Group or any Released Company Party based on Party, and you hereby waive any waived claims alleged right of employment or rights as set forth abovere-employment with any member of the DynaVox Group or any Released Party. (d) EXCEPT AS OTHERWISE PROVIDED HEREIN, EXECUTIVE ACKNOWLEDGES AND AGREES THAT THIS RELEASE IS A FULL AND FINAL BAR TO ANY AND ALL CLAIM(S) OF ANY TYPE THAT EXECUTIVE MAY NOW HAVE AGAINST ANY RELEASED COMPANY PARTY.

Appears in 1 contract

Samples: Separation Agreement (DynaVox Inc.)

Release and Waiver. Except as otherwise specifically provided in this Agreement, with respect to any and all events occurring on or before the date of this Agreement arising out of or related to Employee’s employment, association and/or relationship with Hawk and any other subsidiary or affiliate of Hawk, or with respect to any of the Contracts: (a) The Executive, for himself, his heirs, successors and assigns, does Employee hereby generally and completely waive, release releases and forever discharge, CNOBdischarges Hawk, and all their representativeseach of its subsidiaries, affiliates, related companies, predecessors, successors, current and former agents, partners, officers, directors employees directors, shareholders, insurers, attorneys, employees, representatives and affiliatesassigns (each, and each and every successora “Released Party” and, assign and agent (collectively, the “Released CNOBParties”), from and against any and all claims. As used herein, “claims” means any and all matters relating to the Employment Agreement, including, but not limited to, any and all claims related to Executive’s service as an employee, officer or director of CNOB or any subsidiary or affiliate through the effective date of this Agreement or arising from or related to Executive’s service with CNOB, and any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs, expenses, damages, actions demands and causes of actionsaction, whether in law or in equityknown and unknown; this includes, whether known or unknownamong other things, suspected or unsuspected, arising from Executive’s employment or service with CNOB or any subsidiary or affiliate thereof, and, except as set forth below, also includes but is not limited to: (i) claims under federal, state or local law (statutory or decisional) for breach based on the legal theories of contract, tort, wrongful or abusive or unfair discharge or dismissal, impairment of economic opportunity or defamationunjust termination, breach of fiduciary dutycontract (express or implied), promissory estoppel, negligent or intentional (tortious) conduct, negligent or intentional infliction of emotional distress, or discrimination defamation, breach of any implied covenant of good faith and fair dealing, violation of public policy, claims for failure to pay a bonus, claims for failure to pay a success bonus based upon race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation on the Contemplated Transactions or any other unlawful criterion transaction(s) related to any Released Party, claims for failure to pay severance, claims under any of the Contracts, claims under the Hawk 1997 Stock Option Plan, claims under the Hawk 2000 Long Term Incentive Plan, claims under any other stock, incentive, bonus, compensation, severance, insurance, welfare, benefit or circumstance; other plan of Hawk or any other Released Party, and any and all forms of employment discrimination, and including claims for attorneys’ fees, expenses and costs related to any of the foregoing; provided, however, that the foregoing release shall not affect (i) any of Employee’s rights under the PCGH Employment Agreement or (ii) claims for compensation, bonuses or benefits; (iii) claims under any employment letter, service agreement, severance program, compensation, bonus, incentive, deferred retirement, health, welfare or benefit plan or arrangement maintained by CNOB and its affiliates; (iv) claims for sexual harassment; (v) claims related to whistle blowing; (vi) claims for punitive, incidental, indirect, consequential, special or exemplary damages; (vii) claims for violations of any of the following laws (as amended) from the beginning of time to the effective date rights set forth in paragraph 4 of this Agreement: Agreement and the Equal Pay ActStock Options related thereto; and (b) Employee hereby releases and forever discharges each of the Released Parties from any and all claims, the Civil Rights Act demands and causes of 1866action, 42 U.S.C. § 1981and waives any rights he may have, under Title VII of the Civil Rights Act of 19640000, xxxxx 00 X.X.X. §0000, under the Civil Rights Age Discrimination in Employment Act of 1991 as amended(“ADEA”), under the Equal Pay Americans With Disabilities Act, the Genetic Information and Discrimination Act, the Americans with Disabilities Act of 1991, the Worker Adjustment Retraining and Notification Act, 29 U.S.C. § 2101, et seq., under the Family and Medical Leave Act of 1993, under the Rehabilitation Civil Rights Attorney’s Fees Awards Act of 1976, under the Ohio Fair Employment Practices Act, Executive Order 11246, all claims and damages relating to race, sex, national origin, disabilities, religion, sexual orientation and age, all employment discrimination claims arising or under similar state, country or city statutes, any claims for unpaid compensation, wages and bonuses under the federal Fair Labor Standards Act, 29 U.S.C. § 201, et seq., any and all claims for violation of Code Section 409A, or any state, county or city law or ordinance regarding wages or compensation, and (viii) claims for violations of any other applicable labor or employment statute or law, from the beginning of time to the effective date of this Agreement. For avoidance of doubt, this Section includes a release of claims under the New Jersey Law Against Discrimination, the New Jersey State WARN Act, the New Jersey Conscientious Employee Protection Act, the New Jersey Smoke-Free Air Act, the New Jersey Equal Pay Act, the New Jersey Occupational Safety and Health Law, the New Jersey Temporary Disability Benefits Act and the New Jersey Family Leave Act. In addition, Executive waives any and all rights under the laws of any jurisdiction in the United States that limit a general release to those claims that are known or suspected to exist in Executive’s favor as of the effective date of this Agreement. The foregoing list is meant to be illustrative rather than exclusive. (b) Notwithstanding the foregoing, Executive does not waive any rights related to: (i) CNOB’s obligations to make payments or provide other benefits under either Section 6(c) or 7(c) of the Employment Agreement, (ii) claims for payment under any equity compensation plan of CNOB in effect as of the date hereof and under which Executive received an award, (iii) claims for benefits under CNOB’s tax-qualified retirement plans or other benefit or compensation plans in which Executive has a vested benefit, or (iv) claims for benefits required by applicable law or health insurance coverage under applicable state and federal group health care continuation coverage laws (e.g., COBRA). In addition, excluded from this release and waiver are any claims which cannot be waived by law, including, but not limited to, the right to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization or any other federal, state or local governmental agency or commission (each a “Governmental Agency”)statute prohibiting discrimination in employment, or to testifyrequest that a lawsuit be instituted pursuant to 29 U.S.C. §206(d); and (c) Employee agrees not to institute a lawsuit with respect to any matters released or any rights waived in this Agreement. It is understood and agreed that nothing contained in this Agreement is intended to affect Employee’s right to file an administrative charge with the Equal Employment Opportunity Commission (EEOC), assist subject to the restriction that if any such charge is filed Employee agrees not to seek or participate in any investigationway obtain or accept any monetary award, hearing recovery, settlement or proceeding conducted by a Governmental Agencyrelief therefrom. In the event Executive files a charge or complaint with a Government Agency, or a Government Agency asserts a claim on Executive’s behalf, Executive agrees that his release of claims Nothing in this Agreement shall nevertheless bar Executive’s right (if any) prevent Employee from filing a legal action to challenge whether his agreement to the terms of this Agreement was knowing and voluntary for purposes of the ADEA, or to pursue any monetary or other recovery (including reinstatement), except claims that Executive does by law he cannot waive: (i) Executive’s right to receive an award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, and (ii) . Employee further agrees that should any other right where waiver is expressly prohibited by law. (c) Executive agrees not to institute, nor has Executive instituted, class or collective action lawsuit in which he may be a lawsuit participant be brought against any Released Company Party based on any waived claims Party, he will opt-out (or rights as set forth aboverefrain from opting in) to the class or collective action. (d) EXCEPT AS OTHERWISE PROVIDED HEREIN, EXECUTIVE ACKNOWLEDGES AND AGREES THAT THIS RELEASE IS A FULL AND FINAL BAR TO ANY AND ALL CLAIM(S) OF ANY TYPE THAT EXECUTIVE MAY NOW HAVE AGAINST ANY RELEASED COMPANY PARTY.

Appears in 1 contract

Samples: Agreement, Release and Waiver (Hawk Corp)

Release and Waiver. (a) The Executive, for on behalf of himself, his heirs, successors heirs and assigns, does hereby generally irrevocably and completely waiveunconditionally releases Corporation and Bank and their respective predecessors, release and forever dischargesuccessors, CNOBaffiliates, subsidiaries, parents, partners, shareholders, directors, officers, agents, employees, attorneys, and all their representatives, officers, directors employees and affiliates, and each and every successor, assign and agent (the “Released CNOB”), other persons or entities who could be said to be jointly or severally liable with them from and against any and all claims. As used herein, “claims” means any and all matters relating to the Employment Agreement, including, but not limited to, any and all claims related to Executive’s service as an employee, officer or director of CNOB or any subsidiary or affiliate through the effective date of this Agreement or arising from or related to Executive’s service with CNOB, and any and all claims, debtscontroversies, liabilities, demands, causes of action, debts, obligations, promises, acts, agreements, costs, expenses, damages, actions and causes damages of actions, whether in law whatever kind or in equitynature, whether known or unknown, suspected or unsuspected, arising from foreseen or unforeseen, liquidated or contingent, related to Executive’s employment employment, termination of employment, Xxxxxxx Employment Agreement or service with CNOB or any subsidiary or affiliate termination thereof, and, except as set forth below, also includes including but is not limited to: (i) , any and all claims under federal, state or local law (statutory or decisional) for breach of contractexpress or implied contract or covenant of good faith and fair dealing (whether written or oral), tort, wrongful all claims for retaliation or abusive or unfair discharge or dismissal, impairment violation of economic opportunity or defamationpublic policy, breach of fiduciary dutypromise, detrimental reliance or tort (e.g. intentional infliction of emotional distress, defamation, wrongful termination, interference with contractual or discrimination advantageous relationship, etc), whether based upon race, color, ethnicity, sex, age, national origin, religion, disability, sexual orientation on common law or any other unlawful criterion or circumstance; (ii) otherwise; all claims for compensation, bonuses or benefits; (iii) claims arising under any employment letter, service agreement, severance program, compensation, bonus, incentive, deferred retirement, health, welfare or benefit plan or arrangement maintained by CNOB and its affiliates; (iv) claims for sexual harassment; (v) claims related to whistle blowing; (vi) claims for punitive, incidental, indirect, consequential, special or exemplary damages; (vii) claims for violations of any of the following laws (as amended) from the beginning of time to the effective date of this Agreement: the Equal Pay Act, the Civil Rights Act of 1866, 42 U.S.C. § 1981, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991 as amended, ; the Equal Pay Age Discrimination in Employment Act; the Federal Older Workers Benefit Protection Act, the Genetic Information and Discrimination Actany Whistleblower provision of any statute or law, the Americans with Disabilities Act; the Employee Retirement Income Security Act of 1991, the Worker Adjustment Retraining and Notification Act, 29 U.S.C. § 2101, et seq., the Family and Medical Leave Act of 1993, the Rehabilitation Act, Executive Order 11246, all claims and damages relating to race, sex, national origin, disabilities, religion, sexual orientation and age, all employment discrimination claims arising under similar state, country or city statutes1974, any other statute, regulation or law or amendments thereto, claims for unpaid compensationemotional distress, wages and bonuses under the federal Fair Labor Standards Actmental anguish, 29 U.S.C. § 201personal injury, et seq., loss of consortium; any and all claims for violation of Code Section 409A, or any state, county or city law or ordinance regarding wages or compensation, and (viii) claims for violations of any other applicable labor or employment statute or law, from the beginning of time to the effective date of this Agreement. For avoidance of doubt, this Section includes a release of claims under the New Jersey Law Against Discrimination, the New Jersey State WARN Act, the New Jersey Conscientious Employee Protection Act, the New Jersey Smoke-Free Air Act, the New Jersey Equal Pay Act, the New Jersey Occupational Safety and Health Law, the New Jersey Temporary Disability Benefits Act and the New Jersey Family Leave Act. In addition, Executive waives any and all rights under the laws of any jurisdiction in the United States that limit a general release to those claims that are known or suspected to exist in may be asserted on Executive’s favor as of the effective date of this Agreement. The foregoing list is meant to be illustrative rather than exclusive. behalf by others (b) Notwithstanding the foregoing, Executive does not waive any rights related to: (i) CNOB’s obligations to make payments or provide other benefits under either Section 6(c) or 7(c) of the Employment Agreement, (ii) claims for payment under any equity compensation plan of CNOB in effect as of the date hereof and under which Executive received an award, (iii) claims for benefits under CNOB’s tax-qualified retirement plans or other benefit or compensation plans in which Executive has a vested benefit, or (iv) claims for benefits required by applicable law or health insurance coverage under applicable state and federal group health care continuation coverage laws (e.g., COBRA). In addition, excluded from this release and waiver are any claims which cannot be waived by law, including, but not limited to, the right to file a charge or complaint with including the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization ); or any other federal, state or local governmental agency laws or commission (each a “Governmental Agency”), regulations relating to employment or to testify, assist or participate in any investigation, hearing or proceeding conducted by a Governmental Agency. In the event Executive files a charge or complaint benefits associated with a Government Agency, or a Government Agency asserts a claim on Executive’s behalf, employment. Executive agrees acknowledges that his release of claims this Release Agreement is in this Agreement shall nevertheless bar Executive’s right (if any) to any monetary or other recovery (including reinstatement), except that Executive does not waive: (i) Executive’s right to receive an award from the Securities and Exchange Commission pursuant to Section 21F full settlement of the Securities Exchange Act of 1934, and (ii) any other right where waiver is expressly prohibited by lawdisputed claims between the Parties. (c) Executive agrees not to institute, nor has Executive instituted, a lawsuit against any Released Company Party based on any waived claims or rights as set forth above. (d) EXCEPT AS OTHERWISE PROVIDED HEREIN, EXECUTIVE ACKNOWLEDGES AND AGREES THAT THIS RELEASE IS A FULL AND FINAL BAR TO ANY AND ALL CLAIM(S) OF ANY TYPE THAT EXECUTIVE MAY NOW HAVE AGAINST ANY RELEASED COMPANY PARTY.

Appears in 1 contract

Samples: Release Agreement (Fidelity D & D Bancorp Inc)

Release and Waiver. (a) The ExecutiveEmployee, for himselfand on behalf of Employee and each of Employee’s heirs, his heirsexecutors, administrators, personal representatives, successors and assigns, does hereby generally acknowledges full and completely waive, release complete satisfaction of and fully releases and forever dischargedischarges the Employer, CNOBits subsidiaries and their predecessors, successors, assignees, parent companies, members and all their representativesaffiliates, officers, directors employees directors, partners, employees, agents and affiliatesattorneys, past and each and every successorpresent (collectively, assign and agent (the “Released CNOBEntities”), from and against any and all claims. As used herein, “claims” means liability on or for any and all matters relating to charges, claims, controversies, actions, causes of action, cross-claims, counterclaims, demands, debts, duties, sanctions, fines, compensatory, liquidated damages, punitive or exemplary damages, consequential or other damages, claims for costs, attorneys’ fees, sums of money, suits, contracts, covenants, controversies, agreements, promises, responsibilities, obligations and accounts of any nature whatsoever in law or in equity, direct or indirect, both past and present and whether or not now or heretofore known, suspected or unsuspected, or claimed against the Employment Released Entities (collectively, “Claims”), through and including the date of this Agreement, including, but not limited to, Claims arising out of or in any way related to or based upon: a. Employee’s employment, involvement, interest in or Separation from the Employer; b. Any and all claims related to Executive’s service as an employeein equity, officer tort or director of CNOB or any subsidiary or affiliate through the effective date of this Agreement or arising from or related to Executive’s service with CNOBcontract, and any and all claims, debts, liabilities, demands, obligations, promises, acts, agreements, costs, expenses, damages, actions and causes of actions, whether in law or in equity, whether known or unknown, suspected or unsuspected, arising from Executive’s employment or service with CNOB or any subsidiary or affiliate thereof, and, except as set forth below, also includes but is not limited to: (i) claims under federal, state or local law (statutory or decisional) for alleging breach of an express or implied, oral or written, contract, tortpolicy manual or employee handbook; c. Any and all claims for reinstatement, wrongful back pay, front pay, attorneys’ fees and any form of injunctive or abusive or unfair discharge or dismissalother equitable relief; d. Any alleged misrepresentation, impairment of economic opportunity or defamation, breach of fiduciary dutyinterference with contract, intentional or negligent infliction of emotional distress, sexual harassment, negligence or discrimination based upon racewrongful discharge; e. Any federal, colorstate or locate statute, ethnicitycode, sex, age, national origin, religion, disability, sexual orientation ordinance or any other unlawful criterion or circumstance; (ii) claims for compensation, bonuses or benefits; (iii) claims under any employment letter, service agreement, severance program, compensation, bonus, incentive, deferred retirement, health, welfare or benefit plan or arrangement maintained by CNOB and its affiliates; (iv) claims for sexual harassment; (v) claims related to whistle blowing; (vi) claims for punitive, incidental, indirect, consequential, special or exemplary damages; (vii) claims for violations of any of the following laws (as amended) from the beginning of time to the effective date of this Agreement: the Equal Pay Act, the Civil Rights Act of 1866, 42 U.S.C. § 1981, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991 as amended, the Equal Pay Act, the Genetic Information and Discrimination Act, the Americans with Disabilities Act of 1991, the Worker Adjustment Retraining and Notification Act, 29 U.S.C. § 2101, et seq., the Family and Medical Leave Act of 1993, the Rehabilitation Act, Executive Order 11246, all claims and damages relating to race, sex, national origin, disabilities, religion, sexual orientation and age, all employment discrimination claims arising under similar state, country or city statutes, any claims for unpaid compensation, wages and bonuses under the federal Fair Labor Standards Act, 29 U.S.C. § 201, et seq., any and all claims for violation of Code Section 409A, or any state, county or city law or ordinance regarding wages or compensation, and (viii) claims for violations of any other applicable labor or employment statute or law, from the beginning of time to the effective date of this Agreement. For avoidance of doubt, this Section includes a release of claims under the New Jersey Law Against Discrimination, the New Jersey State WARN Act, the New Jersey Conscientious Employee Protection Act, the New Jersey Smoke-Free Air Act, the New Jersey Equal Pay Act, the New Jersey Occupational Safety and Health Law, the New Jersey Temporary Disability Benefits Act and the New Jersey Family Leave Act. In addition, Executive waives any and all rights under the laws of any jurisdiction in the United States that limit a general release to those claims that are known or suspected to exist in Executive’s favor as of the effective date of this Agreement. The foregoing list is meant to be illustrative rather than exclusive. (b) Notwithstanding the foregoing, Executive does not waive any rights related to: (i) CNOB’s obligations to make payments or provide other benefits under either Section 6(c) or 7(c) of the Employment Agreement, (ii) claims for payment under any equity compensation plan of CNOB in effect as of the date hereof and under which Executive received an award, (iii) claims for benefits under CNOB’s tax-qualified retirement plans or other benefit or compensation plans in which Executive has a vested benefit, or (iv) claims for benefits required by applicable law or health insurance coverage under applicable state and federal group health care continuation coverage laws (e.g., COBRA). In addition, excluded from this release and waiver are any claims which cannot be waived by lawregulation, including, but not limited to, the right Age Discrimination in Employment Act of 1987, as amended; and f. All rights afforded by any statute or other law which limit the effect of a release with respect to unknown claims. The Parties represent that they have not commenced and will not at any time after execution of this Agreement commence any action, lawsuit, or other legal proceeding or file a any charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization or any other federal, state or local agency against each other relating in any way to Employee’s employment or the termination of his employment with Employer. Employee understands the significance of this release of unknown claims and Employee’s waiver of protection against a release of unknown claims, and acknowledges and agrees that this waiver is an essential and material term of this Agreement. The Parties intend that the release set forth in this paragraph shall be construed as broadly and generally as the law permits and that no reference therein to a specific form of claim, statute or type of relief is intended to limit the scope of this release and waiver. Employee acknowledges that if Employee brings or attempts to bring a Claim against a Released Entity or seeks to recover against a Released Entity in any Claim brought by a governmental agency or commission (each a “Governmental Agency”), or to testify, assist or participate in any investigation, hearing or proceeding conducted by a Governmental Agency. In the event Executive files a charge or complaint with a Government Agency, or a Government Agency asserts a claim on ExecutiveEmployee’s behalf, Executive agrees that his this release of claims in this Agreement shall nevertheless bar Executive’s right (if any) serve as a complete defense to any monetary or other recovery (including reinstatement), except that Executive does not waive: (i) Executive’s right to receive an award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, and (ii) any other right where waiver is expressly prohibited by lawsuch Claim. (c) Executive agrees not to institute, nor has Executive instituted, a lawsuit against any Released Company Party based on any waived claims or rights as set forth above. (d) EXCEPT AS OTHERWISE PROVIDED HEREIN, EXECUTIVE ACKNOWLEDGES AND AGREES THAT THIS RELEASE IS A FULL AND FINAL BAR TO ANY AND ALL CLAIM(S) OF ANY TYPE THAT EXECUTIVE MAY NOW HAVE AGAINST ANY RELEASED COMPANY PARTY.

Appears in 1 contract

Samples: Separation Agreement (Windy Creek Developments, Inc.)

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