Release by Employee. In exchange for the benefits set forth in the Separation and Release Agreement entered into by and between the Company and Employee, dated as of March 14, 2022, (the “Agreement”) to which this Release is an exhibit, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee agrees unconditionally and forever to release and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, employees, officers, directors and all persons acting by, through, under, or in concert with them, or any of them (hereinafter the “Releasees”) from any and all manner of claims, actions, causes of action, in law or in equity, demands, rights, or damages of any kind or nature which Employee may now have, or ever have, whether known or unknown, fixed or contingent, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this Release. The Claims released hereunder specifically include, but are not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); and any federal, state or local laws of similar effect.
Appears in 2 contracts
Samples: Separation and Release Agreement (CarLotz, Inc.), Separation and Release Agreement (CarLotz, Inc.)
Release by Employee. In exchange As a material inducement to NPS to enter into this Agreement and in consideration for the benefits payment of the amount set forth in the Separation and Release Agreement entered into by and between the Company and Employeethis Agreement, dated as of March 14you, 2022, (the “Agreement”) to which this Release is an exhibit, for yourself and for other good all persons claiming by, through, or under you, hereby absolutely, irrevocably, completely and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee agrees unconditionally and forever to release and discharge the Company NPS and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, each of NPS's subsidiaries, affiliates, associates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurersagents, ownersdirectors, officers, employees, officersrepresentatives, directors attorneys and all persons acting by, through, under, under or in concert with them, or any of them (hereinafter the “"Releasees”") of and from any and all manner of claims, actions, causes of action, in law or in equity, demands, charges, grievances, damages, debts, liabilities, accounts, costs, attorney's fees, expenses, liens, future rights, or damages of any kind or nature which Employee may now have, or ever have, whether known or unknown, fixed or contingent, including any claims, and causes of action of every kind and nature whatsoever based on or demands in any way arising out of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts omissions occurring or existing prior to Employee’s execution the effective date of this ReleaseAgreement ("Claims"). The Claims released hereunder specifically from which you are releasing Releasees herein include, but are not limited towithout limitation, any claims for fraud; breach of implied or express contract; , breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; , libel, slander, wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent termination, infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or and any other protected category; any claim claims under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Workers Benefit Protection Benefit Act of 1990; Act, Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Fair Labor Standards Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Utah Antidiscrimination Act, as amendedthe New Jersey Law Against Discrimination, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act (WARN Act), the Employee Retirement Income Security Act (ERISA), and all other laws prohibiting age, race, religion, sex, sexual orientation, national origin, color, disability and other forms of discrimination, claims growing out of any legal restrictions on NPS's right to terminate its employees, and all other claims arising in any way out of your employment relationship with NPS or the termination of that relationship, whether now known or unknown, suspected or unsuspected, including future rights, based upon or in any way arising out of events or omissions occurring prior to the effective date of this Agreement. You specifically waive any and all claims for back pay, front pay, or any other form of compensation, except as amendedset forth herein. You hereby waive any right to recover damages, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Actcosts, 29 U.S.C. § 215 et seq; the Virginia Human Rights Actattorneys' fees, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); and any federalother relief in any proceeding or action brought against NPS by any other party, state including without limitation the Equal Employment Opportunity Commission, the Utah Antidiscrimination and Labor Division, the New Jersey Division of Civil Rights, or local laws other administrative agency asserting any claim, charge, demand, grievance, or cause of similar effectaction related to your employment relationship with NPS or the termination of that relationship. You are not waiving your rights, if any, to unemployment insurance benefits or workers' compensation benefits. You further do not waive any rights you may have under the terms of NPS's pension or other NPS employee benefit plans. You also do not waive any claims or rights under the Age Discrimination in Employment Act which may arise from events occurring after the date of this Agreement.
Appears in 2 contracts
Samples: Separation and Release of Claims Agreement (NPS Pharmaceuticals Inc), Separation and Release of Claims Agreement (NPS Pharmaceuticals Inc)
Release by Employee. In exchange for the benefits consideration set forth in the Separation and Release Agreement entered into by and between the Company and Employee, dated as of March 14, 2022, (the “this Agreement”) to which this Release is an exhibit, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee agrees unconditionally and forever to release and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, employees, officers, directors and all persons acting by, through, under, or in concert with them, or any of them (hereinafter the “Releasees”) from any and all manner of claims, actions, causes of action, in law or in equity, demands, rights, or damages of any kind or nature which Employee may now have, or ever have, whether known or unknown, fixed or contingent, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this Releaserelease. The Claims released hereunder specifically include, but are not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); regulations and any federal, state or local laws of similar effect.
Appears in 2 contracts
Samples: Separation and Release Agreement (CarLotz, Inc.), Separation and Release Agreement (CarLotz, Inc.)
Release by Employee. In exchange consideration of the severance benefits provided to you by the Company, you, for the benefits set forth in the Separation yourself, your successors, heirs, legatees, personal and Release Agreement entered into by legal representatives, and between the Company and Employee, dated as of March 14, 2022, assigns (the “Agreement”) to which this Release is an exhibit"Releasors"), and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee agrees unconditionally and forever to release and discharge the Company and the Company’s affiliated, relatedits officers, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associates, membersdirectors, stockholders, employee benefit plans, attorneysemployees, agents, representativescorporate affiliates, partnerscontrolling persons, joint venturers, predecessors, and successors, assigns, insurers, owners, employees, officers, directors and all persons acting by, through, under, or in concert with them, or any of them their representatives (hereinafter the “"Releasees”") from any and all manner of claims, actionsdemands, causes of action, suits, contracts or liabilities whatsoever, in law or in equity, demands, rights, or damages of any kind or nature which Employee may now have, or ever have, whether known or unknownunknown or suspected to exist by you, fixed which you have had or contingentmay now have against the Company or any of such related parties arising from or connected with your employment with the Company or the termination of that employment, including but specifically excluding whatever rights the Releasors might have to indemnification or payment of expenses arising under the Company's charter or bylaws or any other source (the "Release"). Such claims or causes of action shall include, but not be limited to, (i) any claims, demands, suits or causes of action or demands of (i) in connection with any nature (hereinafter called “Claims”)privacy right, that Employee now has or may hereafter have against the Releasees by reason of any civil rights claim, claim for emotional and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this Release. The Claims released hereunder specifically include, but are not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional mental distress; intentional your employment with the Company; or negligent misrepresentationthe termination of that employment; conspiracy; failure or (ii) pursuant to pay wagesany federal, benefitsstate, vacation payor local employment laws, severance payregulations, commissions, equity, attorneys’ feesexecutive orders, or other compensation of any sort; failure to accommodate disabilityrequirements, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, without limitation those that may relate to sex, genderrace or other forms of discrimination, national originincluding, ancestrywithout limitation, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amendedThe Americans With Disabilities Act, by and the Age Discrimination in Employment Act Title VII of the Civil Rights Act of 19911964; provided, 42 U.S.C. § 2000 et seq.; Equal Pay Acthowever, that this Release covers only claims that you may have under the Age Discrimination in Employment Act as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code effective date of Virginia; this Release. Without limiting the Virginia Payment of Wage Law, § 40.1-29, et seq. generality of the Code foregoing, you hereby acknowledge and covenant that you have knowingly relinquished and forever released any and all rights and remedies which might otherwise be available to you, including claims for back pay, liquidated damages, recovery of Virginia; the Virginia Minimum Wage Act § 40.1-28.8interest, et seq. of the Code of Virginiacosts, other Virginia statutes and regulations); punitive damages or attorneys' fees, and any federal, state claims for employment or local laws of similar effectreemployment with the Company.
Appears in 1 contract
Release by Employee. In exchange for the benefits set forth in the Separation and Release Agreement entered into by and between the Company and Employee, dated as of March 14, 2022, (the “Agreement”) to which this Release is an exhibit, and for other good and valuable consideration, the receipt and adequacy of which are Employee hereby acknowledged, Employee agrees unconditionally releases and forever to release discharges Boston Scientific and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, its subsidiaries, affiliates, associates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assignsand assigns and the Directors, officers, shareholders, insurers, ownersplans, employees, officers, directors representatives and agents of each of the foregoing (collectively "Releasees") of and from the following as of the date of the Employee's execution of this Agreement:
(a) Any and all persons acting byclaims, throughdemands, underand liabilities whatsoever of every name and nature (other than those arising directly out of this Agreement), including (without limitation) any claim in the nature of so-called whistleblower complaints to the extent permitted by applicable law, and any and all claims, demands and liabilities with respect to Employee's employment or the terms and conditions of his employment, benefits or compensation which Employee has against Releasees, or ever had;
(b) As included in concert with themthe above, without limitation, all claims known or unknown for tortious injury, breach of contract, and wrongful discharge (including without limitation, any claim for constructive discharge), all claims for infliction of emotional distress, all claims for slander, libel, or any defamation of them character, all claims of retaliation, and all claims for attorneys' fees, as related to Employee's employment, or the terms and conditions of his employment, benefits, or compensation; and
(hereinafter the “Releasees”c) Employee specifically releases and forever discharges Releasees from any and all manner claims based upon any allegation of claims, actions, causes of action, in law or in equity, demands, rights, or damages of any kind or nature which Employee may now have, or ever have, whether known or unknown, fixed or contingentemployment discrimination, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this Release. The Claims released hereunder specifically include, but are not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; without limitation) discrimination or harassment on the basis of pregnancy, race, color, sex, gendersexual orientation, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; age (including any claim under pursuant to the Federal Age Discrimination in Employment ActAct ("ADEA")), as amendedgenetic information, 29 U.S.C. § 621 et seqreligion, disability or national origin.
(d) Employee acknowledges that he has been given the opportunity, if he so desires, to consider this Agreement for twenty-one (21) days before executing it. In the event that Employee executes the Agreement within less than twenty-one (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII 21) days of the Civil Rights Act date of 1964its delivery to him, as amended, by he acknowledges that such decision was entirely voluntary and that he had the Civil Rights Act opportunity to consider this Agreement for the entire twenty-one (21) day period. Boston Scientific acknowledges that for a period of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); seven (7) days from the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seq. date of the Code execution of Virginia; this Agreement, Employee shall retain the Virginia Payment of Wage Lawright to revoke this Agreement by written notice to Boston Scientific, § 40.1-29c/o Robert G. MacLean, et seq. Boston Scientific Corporation, One Boston Scientixxx Xxxxx, Xxxxxx, Massachusetts, 01760, or his suxxxxxxx, xxx xxxx xxxx xxxxxxx Xxxxxxxxx xxxxx xxx xxxxxx final, effective or enforceable until the date upon which both of the Code following conditions have been met: (i) such revocation period expires and (ii) the Board of Virginia; Directors or a designated committee thereof has approved this Agreement (the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations"Effective Date"); and any federal, state or local laws of similar effect.
Appears in 1 contract
Samples: Agreement and General Release of All Claims (Boston Scientific Corp)
Release by Employee. In exchange for the benefits set forth in the Separation and Release Agreement entered into by and between the Company and Employee, dated as of March 14, 2022, (the “Agreement”) to which this Release is an exhibit, and for other good and valuable consideration, the receipt and adequacy of which are Employee hereby acknowledged, Employee agrees unconditionally releases and forever to release discharges Boston Scientific and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, its subsidiaries, affiliates, associates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assignsand assigns and the Directors, officers, shareholders, insurers, ownersplans, employees, officers, directors representatives and agents of each of the foregoing (collectively "Releasees") of and from the following as of the date of Employee's execution of this Agreement:
(a) Any and all persons acting byclaims, throughdemands, underand liabilities whatsoever of every name and nature (other than those arising directly out of this Agreement), including (without limitation) any claim in the nature of so-called whistleblower complaints to the extent permitted by applicable law, and any and all claims, demands and liabilities with respect to Employee's employment or the terms and conditions of his employment, benefits or compensation which Employee has against Releasees, or ever had;
(b) As included in concert with themthe above, without limitation, all claims known or unknown for tortious injury, breach of contract, and wrongful discharge (including without limitation, any claim for constructive discharge), all claims for infliction of emotional distress, all claims for slander, libel, or any defamation of them character, all claims of retaliation, and all claims for attorneys' fees, as related to Employee's employment, or the terms and conditions of his employment, benefits, or compensation; and
(hereinafter the “Releasees”c) Employee specifically releases and forever discharges Releasees from any and all manner claims based upon any allegation of claims, actions, causes of action, in law or in equity, demands, rights, or damages of any kind or nature which Employee may now have, or ever have, whether known or unknown, fixed or contingentemployment discrimination, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this Release. The Claims released hereunder specifically include, but are not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; without limitation) discrimination or harassment on the basis of pregnancy, race, color, sex, gendersexual orientation, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; age (including any claim under pursuant to the Federal Age Discrimination in Employment ActAct ("ADEA")), as amendedgenetic information, 29 U.S.C. § 621 et seqreligion, disability or national origin.
(d) Employee acknowledges that he has been given the opportunity, if he so desires, to consider this Agreement for twenty-one (21) days before executing it. In the event that Employee executes the Agreement within less than twenty-one (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII 21) days of the Civil Rights Act date of 1964its delivery to him, as amended, by he acknowledges that such decision was entirely voluntary and that he had the Civil Rights Act opportunity to consider this Agreement for the entire twenty-one (21) day period. Boston Scientific acknowledges that for a period of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); seven (7) days from the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seq. date of the Code execution of Virginia; this Agreement, Employee shall retain the Virginia Payment of Wage Lawright to revoke this Agreement by written notice to Boston Scientific, § 40.1-29c/o Xxxxx X. Xxxxx, et seqExecutive Vice President, Human Resources, Boston Scientific Corporation, Xxx Xxxxxx Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx, 00000, or her successor, and that this express Agreement shall not become final, effective or enforceable until such revocation period expires (the "Effective Date"). of Therefore, no Boston Scientific obligations will be met and the Code of Virginia; payment called for by Boston Scientific under Paragraph 2(a), above, shall not be made until the Virginia Minimum Wage Act § 40.1-28.8Effective Date (or the Retirement Date, et seq. of the Code of Virginia, other Virginia statutes and regulationsif later); and any federal, state or local laws of similar effect.
Appears in 1 contract
Samples: Agreement and General Release of All Claims (Boston Scientific Corp)
Release by Employee. In exchange for the consideration set forth in (including the payment to Employee of the payments and benefits set forth in in) the Confidential Separation and Release Agreement entered into by and between the Company and Employee, dated effective as of March 14___________, 20222019, (the “Agreement”) to which this Release is an exhibit, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee agrees unconditionally and forever to release and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, employees, officers, directors and all persons acting by, through, under, or in concert with them, or any of them (hereinafter the “Releasees”) from any and all manner of claims, actions, causes of action, in law or in equity, demands, rights, or damages of any kind or nature which Employee she may now have, or ever have, whether known or unknown, fixed or contingent, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this Release. The Claims released hereunder specifically include, but are not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification ActAct (“WARN”), as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; the Virginia Human Rights California Fair Employment and Housing Act, as amended, Cal. Lab. Code § 2.2-3900, 12940 et seq. of the Code of Virginia.; the Virginia Payment of Wage California Equal Pay Law, as amended, Cal. Lab. Code §§ 40.11197.5(a),1199.5; the Xxxxx-29Xxxxx-Xxxxxxx Family Rights Act of 1991, as amended, Cal. Gov’t Code §§12945.2, 19702.3; the California WARN Act, Cal. Lab. Code § 1400 et seq. of the Code of Virginia.; the Virginia Minimum Wage Act California False Claims Act, Cal. Gov’t Code § 40.1-28.8, 12650 et seq.; the California Corporate Criminal Liability Act, Cal. of Penal Code § 387; the Code of Virginia, other Virginia statutes and regulations)California Labor Code; and any federal, state or local laws of similar effect.
Appears in 1 contract
Samples: Separation Agreement (Tilly's, Inc.)
Release by Employee. In exchange Except for claims related to the benefits set forth in Company's future performance under the Separation and Release terms of the Employment Agreement entered into by and between the Company and Employee, dated as of March 14, 2022, (the “Agreement”) to which this Release is an exhibit"Excluded Claims"), you voluntarily and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee agrees unconditionally and forever to irrevocably release and discharge the Company Companies, their related or affiliated entities, and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, and assigns, insurersand the current and former officers, ownersdirectors, shareholders, employees, officers, directors and all persons acting by, through, under, or in concert with them, or any agents of them each of the foregoing (hereinafter the “Releasees”) from any and all manner of which are referred to as "Releasees") generally from all charges, complaints, claims, actionspromises, agreements, causes of action, damages, and debts that relate in law any manner to your employment with or in equitytermination of employment from the Companies, demands, rights, or damages of any kind or nature which Employee may now have, or ever have, whether known or unknown, fixed which you have, claim to have, ever had, or contingent, including ever claimed to have had against any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason through the date on which you execute this Agreement. This general release includes, without implication of any and limitation, all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this Release. The Claims released hereunder specifically include, but are not limited to, any claims for fraudor related to wrongful or constructive discharge; breach of contract; breach of any implied covenant of good faith and fair dealing; inducement of breach; tortious interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distressadvantageous relations; intentional or negligent misrepresentation, fraud or deceit; conspiracy; failure to pay wagesinfliction of emotional distress, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; and unlawful discrimination or harassment on retaliation under the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation common law or any other protected category; any claim under statute (including, without implication of limitation, the Age Discrimination in Employment Employee Retirement Income Security Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay American with Disabilities Act, the Age Discrimination in Employment Act or M.G.L. c.151B). Except as amendedexpressly provided in this Agreement and/or the Employment Agreement, 29 U.S.C. § 206(d); you also waive any claim for reinstatement, severance, incentive or retention pay, attorney's fees, or costs, relating to the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seqabove waived claims. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); and You further agree that you will not hereafter pursue any federalclaim against any Releasee by filing a lawsuit in any local, state or local laws federal court for or on account of similar effectanything which has occurred up to the present time as a result of your employment, and you shall not seek or accept reinstatement with, or damages of any nature, severance, incentive or retention pay, attorney's fees, or costs from the Companies or any of the other Releasees; provided, however, that nothing in this general release shall be construed to bar or limit your on-going rights, if any, to indemnification subject to and in accordance with the terms of the By-Laws of the Companies and the Indemnification Agreement, dated as of November 5, 1997, by and among you and Meditrust Corporation (the "Indemnification Agreement"), or as otherwise might exist under applicable law, or to enforce your rights for future performance under this Agreement and/or the Employment Agreement.
Appears in 1 contract
Release by Employee. In exchange for consideration of the benefits set forth in the Separation and Release Agreement entered into by and between the Company and payment described above, Employee, dated as individually and on behalf of March 14his spouse, 2022heirs, (the “Agreement”) to which this Release is an exhibitadministrators, executors, assigns, and for other good any and valuable considerationall others claiming rights through him or acting on his behalf, the receipt hereby irrevocably and adequacy of which are hereby acknowledgedunconditionally releases, Employee agrees unconditionally waives and forever to release discharges Employer and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present all of its parents, subsidiaries, affiliatesor otherwise affiliated corporations, associatespartnerships or business enterprises, membersand their respective present, stockholdersfuture and former directors, employee benefit plansshareholders, officers, employees, assigns, representatives, agents, insurers, attorneys, agents, representatives, partners, joint venturerssuccessors, predecessors, successors, assigns, insurers, owners, employees, officers, directors and all persons acting by, through, under, or in concert with them, or any of them employee benefit administrators (hereinafter the “ReleaseesReleased Parties”) ), from any and all manner causes of claimsaction, actions, causes complaints, debts, claims, charges, demands, losses, damages (money or otherwise), costs, attorneys’ fees, promises, obligations, and liabilities of actionany kind whatsoever, state, federal, in law or in equity, demands, rights, or damages of any kind or nature which Employee may now have, or ever have, whether known or unknown, fixed that he may have or contingent, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter claim to have against the Releasees by reason Released Parties, in any way relating to or arising out of or in any and all acts, omissions, events or facts occurring or existing prior to way connected with Employee’s employment with Employer, or the termination of that employment from the beginning of time through the date of the execution of this ReleaseAgreement. The Claims released hereunder specifically includeThis release includes, but are is not limited to, any :
a. All claims for fraud; breach of expressed or implied contract; breach of implied covenant of good faith , promissory estoppel, negligent and fair dealing; inducement of breach; interference with contract; fraudulent misrepresentation, defamation, unjust enrichment, statutory claims for wages, vacation, deferred compensation and penalties, discrimination, wrongful or unlawful discharge or demotion; violation of public policy; sexual termination, or any other type theory of assault statutory, contract or tort liability;
b. All claims for mental anguish, pain and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure suffering, damage to pay wagesreputation, benefits, vacation pay, severance pay, commissions, equitypunitive damages, attorneys’ fees, or other compensation of any sort; failure to accommodate disabilitywages, including pregnancy; discrimination or harassment on the basis of pregnancybonuses, racepenalties, colorequity, sexstock, genderfringe benefits, national origindeferred compensation, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation severance pay or any other protected categorycompensation; any claim and
c. All claims under federal, state or local laws prohibiting discrimination or retaliation, including but not limited to the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; 1967, Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay the Family Medical Leave Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the National Labor Relations Act, the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.Act of 1974; the Fair Labor Standards Act of 1938; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Older Workers Benefits and Protection Act, 29 U.S.C. § 215 et seq; the Virginia Sxxxxxxx-Xxxxx Act, the Minnesota Human Rights Act, § 2.2-3900the Minnesota Whistleblower Statute, et seqand any other federal or state law relating to employment. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); and Employee agrees not to pursue or bring before any federal, state or local laws other governmental authority or court any claim, complaint or charge against any of similar effectthe Released Parties relating to any of the matters released hereby, and further, Employee agrees that he is not entitled to any remedy or relief if he were to pursue any such claim, complaint or charge.
Appears in 1 contract
Release by Employee. In exchange As a material inducement to NPS to enter into this Agreement and in consideration for the benefits payment of the amount set forth in the Separation and Release Agreement entered into by and between the Company and Employeethis Agreement, dated as of March 14you, 2022, (the “Agreement”) to which this Release is an exhibit, for yourself and for other good all persons claiming by, through, or under you, hereby absolutely, irrevocably, completely and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee agrees unconditionally and forever to release and discharge the Company NPS and the Companyeach of NPS’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurersagents, ownersdirectors, officers, employees, officersrepresentatives, directors attorneys and all persons acting by, through, under, under or in concert with them, or any of them (hereinafter the “Releasees”) of and from any and all manner of claims, actions, causes of action, in law or in equity, demands, charges, grievances, damages, debts, liabilities, accounts, costs, attorney’s fees, expenses, liens, future rights, or damages of any kind or nature which Employee may now have, or ever have, whether known or unknown, fixed or contingent, including any claims, and causes of action of every kind and nature whatsoever based on or demands in any way arising out of any nature events or omissions occurring prior to the effective date of this Agreement (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this Release. The Claims released hereunder specifically from which you are releasing Releasees herein include, but are not limited towithout limitation, any claims for fraud; breach of implied or express contract; , breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; , libel, slander, wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent termination, infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or and any other protected category; any claim claims under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Workers Benefit Protection Benefit Act of 1990; Act, Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Fair Labor Standards Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Utah Antidiscrimination Act, as amendedthe New Jersey Law Against Discrimination, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act (WARN Act), the Employee Retirement Income Security Act (ERISA), and all other laws prohibiting age, race, religion, sex, sexual orientation, national origin, color, disability and other forms of discrimination, claims growing out of any legal restrictions on NPS’s right to terminate its employees, and all other claims arising in any way out of your employment relationship with NPS or the termination of that relationship, whether now known or unknown, suspected or unsuspected, including future rights, based upon or in any way arising out of events or omissions occurring prior to the effective date of this Agreement. You specifically waive any and all claims for back pay, front pay, or any other form of compensation, except as amendedset forth herein. You hereby waive any right to recover damages, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Actcosts, 29 U.S.C. § 215 et seq; the Virginia Human Rights Actattorneys’ fees, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); and any federalother relief in any proceeding or action brought against NPS by any other party, state including without limitation the Equal Employment Opportunity Commission, the Utah Antidiscrimination and Labor Division, the New Jersey Division of Civil Rights, or local laws other administrative agency asserting any claim, charge, demand, grievance, or cause of similar effectaction related to your employment relationship with NPS or the termination of that relationship. You are not waiving your rights, if any, to unemployment insurance benefits or workers’ compensation benefits. You further do not waive any rights you may have under the terms of NPS’s pension or other NPS employee benefit plans. You also do not waive any claims or rights under the Age Discrimination in Employment Act which may arise from events occurring after the date of this Agreement.
Appears in 1 contract
Release by Employee. In exchange for the benefits set forth in the Separation and Release Agreement entered into by and between the Company and Employee, dated as of March 14, 2022, (the “Agreement”) to which this Release is an exhibit, and for other good and valuable consideration, the receipt and adequacy of which are Employee hereby acknowledged, Employee agrees unconditionally releases and forever to release discharges BSC and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, its subsidiaries, affiliates, associates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assignsand assigns and the Directors, insurersofficers, ownersshareholders, employees, officers, directors representatives and agents of each of the foregoing (collectively "Releasees") of and from the following as of the date of execution of this Agreement:
(a) Any and all persons acting byclaims, throughdemands, underand liabilities whatsoever of every name and nature (other than those arising directly out of this Agreement and/or the Indemnification Agreement between the parties effective as of November 3, 1997 attached as Attachment 2, and/or the Consulting Agreement between the parties executed contemporaneously herewith and attached as Attachment 3), including (without limitation) any claim in the nature of so-called whistleblower complaints to the extent permitted by applicable law, and any and all claims, demands and liabilities with respect to Employee's employment or the terms and conditions or termination of his employment, benefits or compensation which Employee has against Releasees, or ever had;
(b) As included in concert with themthe above, without limitation, all claims known or which reasonably could have been known for tortious injury, breach of contract, and wrongful discharge (including without limitation, any claim for constructive discharge), all claims for infliction of emotional distress, all claims for slander, libel, or any defamation of them character, all claims of retaliation, and all claims for attorneys' fees, as related to Employee's employment by BSC, or the terms and conditions or termination of his employment, benefits, or compensation; and
(hereinafter the “Releasees”c) Employee specifically releases and forever discharges Releasees from any and all manner claims based upon any allegation of claims, actions, causes of action, in law or in equity, demands, rights, or damages of any kind or nature which Employee may now have, or ever have, whether known or unknown, fixed or contingentemployment discrimination, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this Release. The Claims released hereunder specifically include, but are not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; without limitation) discrimination or harassment on the basis of pregnancy, race, color, sex, gendersexual orientation, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; age (including any claim under pursuant to the Federal Age Discrimination in Employment ActAct ("ADEA")), as amendedreligion, 29 U.S.C. § 621 et seqdisability or national origin.
(d) Employee acknowledges that he has been given the opportunity, if he so desires, to consider this Agreement for twenty-one (21) days before executing it. (“ADEA”); In the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); and any federal, state or local laws of similar effect.event
Appears in 1 contract
Release by Employee. In exchange for the benefits consideration set forth in this Agreement, including the Separation and Release exception to certain provisions of the Loyalty Agreement entered into by and between the Company and Employee, dated as of March 14, 2022, (the “Agreement”) to which this Release is an exhibitprovisions set forth in Section 9, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee agrees unconditionally and forever to release and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, employees, officers, directors and all persons acting by, through, under, or in concert with them, or any of them (hereinafter the “Releasees”) from any and all manner of claims, actions, causes of action, in law or in equity, demands, rights, or damages of any kind or nature which Employee may now have, or ever have, whether known or unknown, fixed or contingent, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this Releaserelease. The Claims released hereunder specifically include, but are not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); regulations and any federal, state or local laws of similar effect.
Appears in 1 contract
Release by Employee. In exchange Except for any rights created by this Agreement, in consideration of and in return for the benefits set forth in promises and covenants undertaken herein by the Separation and Release Agreement entered into by and between the Company and Employee, dated as of March 14, 2022, (the “Agreement”) to which this Release is an exhibitCompany, and for other good and valuable consideration, the receipt and adequacy of which are is hereby acknowledged:
a. Employee does hereby acknowledge full and complete satisfaction of and does hereby release, Employee agrees unconditionally and forever to release absolve and discharge the Company Company, and the Company’s affiliatedeach of its parents, relatedsubsidiaries, parent divisions, related companies and subsidiary corporationsbusiness concerns, past and present, as well as their respective past and present parentseach of its partners, subsidiariestrustees, affiliates, associatesdirectors, members, stockholdersofficers, employee benefit plansagents, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, servants and employees, officerspast and present, directors and all persons acting by, through, under, or in concert with them, or any each of them (hereinafter the collectively referred to as “Releasees”) from any and all manner of claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, in law or in equitygrievances, demandswages, rightsvacation payments, or damages severance payments, obligations, commissions, overtime payments, debts, profit sharing claims, expenses, damages, judgments, orders and liabilities of any whatever kind or nature which Employee may now havein law, equity or ever haveotherwise, whether known or unknownunknown to Employee which Employee now owns or holds or has at any time owned or held as against Releasees, fixed or contingentany of them, including any claimsspecifically but not exclusively and without limiting the generality of the foregoing, causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all actsclaims, omissionsdemands, events grievances, agreements, obligations and causes of action, known or facts occurring unknown, suspected or existing prior to unsuspected by Employee: (1) arising out of or in any way connected with the Disputes; or (2) arising out of Employee’s execution employment (or termination thereof) with the Company; or (3) arising out of this Releaseor in any way connected with any claim, loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of the Releasees, or any of them, committed or omitted on or before the Effective Date hereof. The Claims released hereunder Without limiting the generality of the foregoing, Employee specifically includereleases the Releasees from any claim for attorneys’ fees. EMPLOYEE ALSO SPECIFICALLY AGREES AND ACKNOWLEDGES EMPLOYEE IS WAIVING ANY RIGHT TO RECOVERY BASED ON STATE OR FEDERAL AGE, SEX, PREGNANCY, RACE, COLOR, NATIONAL ORIGIN, MARITAL STATUS, RELIGION, VETERAN STATUS, DISABILITY, SEXUAL ORIENTATION, MEDICAL CONDITION OR OTHER ANTI-DISCRIMINATION LAWS, INCLUDING, WITHOUT LIMITATION, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, THE EQUAL PAY ACT, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT, THE EMPLOYEE RETIREMENT INCOME SECURITY ACT, THE WORKER ADJUSTMENT AND RETRAINING ACT, THE FAIR LABOR STANDARDS ACT, FAIR EMPLOYMENT AND HOUSING ACT, PRIVATE ATTORNEY GENERAL ACT, AND ANY OTHER SECTION OF THE CALIFORNIA LABOR OR GOVERNMENT CODE, OR THE CALIFORNIA INDUSTRIAL WELFARE COMMISSION WAGE ORDERS, ALL AS AMENDED, WHETHER SUCH CLAIM BE BASED UPON AN ACTION FILED BY EMPLOYEE OR BY A GOVERNMENTAL AGENCY. Employee also releases any and all other claims, known and unknown, for breach of contract, express or implied (including but are not limited to, to breach of the employment agreement and any claims for fraudpromises made therein); breach of contract; breach of implied the covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; in violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent defamation, conspiracy, infliction of emotional distress; intentional or negligent , invasion of privacy, harassment, assault, battery, fraudulent inducement, misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected categorytort.
b. This release does not (i) release or waive claims or rights that cannot be released as a matter of law; (ii) any claim release or waive claims or rights Employee may have to the payments and benefits arising under this Agreement; (iii) release or waive any claims or rights to indemnification, advancement of expenses or insurance coverage under any written indemnification agreement between Employee and the Company or any of its parent, subsidiary or affiliated entities, any bylaws, articles of incorporation or other similar corporate governance documents of the Company or any of its parent, subsidiary or affiliated entities, or any directors and officers’ insurance policy or other insurance policy of the Company or any of its parent, subsidiary or affiliated entities; (iv) release or waive any claims or rights to the Accrued Obligations; (v) vested benefits arising under any equity award agreements entered into by Employee and the Company or any of its parent, subsidiary or affiliated entities and/or any vested benefits under employee benefits plans of the Company pursuant to the terms and conditions of any such plans; (vi) waive Employee’s right to file a charge, testify, assist, or cooperate with the EEOC or any analogous state agency, (vii) waiving rights or claims that may arise after the date Employee signs this Agreement, or (viii) release claims for unemployment compensation benefits, workers’ compensation benefits, those claims under the Age Discrimination in Employment ActFair Labor Standards Act which cannot be waived pre-litigation without Department of Labor or court approval, as amendedhealth insurance benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA), 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, or claims with regard to vested benefits under a retirement plan governed by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, Act (ERISA). The claims and rights not released under this Section 6(b) are collectively referred to herein as amended, 29 U.S.C. § 1001 et seqthe “Unreleased Claims”.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); and any federal, state or local laws of similar effect.
Appears in 1 contract
Samples: Change in Control and Executive Severance Plan Agreement (Oncocyte Corp)
Release by Employee. In exchange for the benefits consideration set forth in the Separation and Release Agreement entered into by and between the Company and Employee, dated as of March 14, 2022, (the “this Agreement”) to which this Release is an exhibit, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee agrees unconditionally and forever to release and discharge the Company and the US-LEGAL-11047090 174293-0005 Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, employees, officers, directors and all persons acting by, through, under, or in concert with them, or any of them (hereinafter the “Releasees”) from any and all manner of claims, actions, causes of action, in law or in equity, demands, rights, or damages of any kind or nature which Employee may now have, or ever have, whether known or unknown, fixed or contingent, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this Releaserelease. The Claims released hereunder specifically include, but are not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); regulations and any federal, state or local laws of similar effect.
Appears in 1 contract
Release by Employee. In exchange for the benefits set forth in the Separation and Release Agreement entered into by and between the Company and Employee, dated as of March 14April 1, 2022, (the “Agreement”) to which this Release is an exhibit, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee agrees unconditionally and forever to release and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, employees, officers, directors and all persons acting by, through, under, or in concert with them, or any of them (hereinafter the “Releasees”) from any and all manner of claims, actions, causes of action, in law or in equity, demands, rights, or damages of any kind or nature which Employee may now have, or ever have, whether known or unknown, fixed or contingent, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this Release. The Claims released hereunder specifically include, but are not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); and any federal, state or local laws of similar effect.
Appears in 1 contract
Release by Employee. In exchange for As a material inducement to Company to make the benefits set forth payments described in the Separation this Agreement, Employee hereby irrevocably and Release Agreement entered into by unconditionally releases, acquits and between the forever discharges Company and Employee, dated as each of March 14, 2022, (the “Agreement”) to which this Release is an exhibit, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee agrees unconditionally and forever to release and discharge the Company and the Company’s affiliatedowners, related, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associates, memberspartners, stockholders, employee benefit planspredecessors, attorneys, successors and assigns (and the agents, representativesdirectors, partners, joint venturers, predecessors, successors, assigns, insurers, ownersofficers, employees, officersrepresentatives and attorneys of the Company), directors and all persons acting by, through, under, under or in concert with them, or any of them (hereinafter the collectively, “ReleaseesReleased Persons”) ), from any and all manner of charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, in law or in equitysuits, rights, demands, rightscosts (except as otherwise provided hereunder), or damages losses, debts and expenses (including attorney’s fees and costs actually incurred), of any kind or nature which Employee may now have, or ever havewhatsoever, whether known or unknownunknown (collectively, fixed or contingent, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that arising out of or relating in any way to his employment with Company or his retirement from the Company, which Employee now has has, owns or holds, or claims to have, own or hold, or which Employee at any time hereafter may hereafter have against the Releasees by reason have, own or hold, or claim to have, own or hold, arising out of any and all acts, omissions, events or facts occurring or existing prior to Employee’s the execution of this ReleaseAgreement and between that date and the Retirement Date that are, could have been or could be asserted against any of Released Persons in any action against any of them. The Claims released hereunder specifically includeEmployee acknowledges and agrees that he is releasing and giving up any right or claim under federal or state law or any political subdivision thereof, including but are not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act Acts of 19641964 which prohibits discrimination in employment based on age, as amendedrace, by color, national origin, religion or sex; the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Americans with Disabilities Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981which prohibits discrimination in employment based upon physical or mental disabilities; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act; and, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, any other Virginia statutes and regulations); and any federal, state or local laws or regulations prohibiting employment discrimination or protecting employee rights. Employee also acknowledges and agrees that he is releasing and giving up any claims he has or may have had against Released Persons for other tortious or unlawful conduct. Employee expressly acknowledges that this Agreement is intended to include in its effect, without limitation, all claims of Employee against any of Released Persons in any lawsuit, whether known or unknown and that this Agreement contemplates the extinguishment of such claim or claims. This release does not include, however, a release of Employee’s right, if any, to retiree health or similar effectbenefits under Company’s applicable retirement program or those obligations created by this Agreement.
Appears in 1 contract
Release by Employee. In exchange consideration of the severance benefits provided to you by the Company, you, for the benefits set forth in the Separation yourself, your successors, heirs, legatees, personal and Release Agreement entered into by legal representatives, and between the Company and Employee, dated as of March 14, 2022, assigns (the “Agreement”) to which this Release is an exhibit"Releasors"), and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee agrees unconditionally and forever to release and discharge the Company and the Company’s affiliated, relatedits officers, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associates, membersdirectors, stockholders, employee benefit plans, attorneysemployees, agents, representativescorporate affiliates, partnerscontrolling persons, joint venturers, predecessors, and successors, assigns, insurers, owners, employees, officers, directors and all persons acting by, through, under, or in concert with them, or any of them their representatives (hereinafter the “"Releasees”") from any and all manner of claims, actionsdemands, causes of action, suits, contracts or liabilities whatsoever, in law or in equity, demands, rights, or damages of any kind or nature which Employee may now have, or ever have, whether known or unknownunknown or suspected to exist by you, fixed which you have had or contingentmay now have against the Company or any of such related parties arising from or connected with your employment with the Company or the termination of that employment, including but specifically excluding (i) whatever rights the Releasors might have to indemnification or payment of expenses arising under the Company's charter or bylaws or any other source, and (ii) the Company's obligations under this Agreement (the "Release"). Such claims or causes of action shall include, but not be limited to, (i) any claims, demands, suits or causes of action or demands of (i) in connection with any nature (hereinafter called “Claims”)privacy right, that Employee now has or may hereafter have against the Releasees by reason of any civil rights claim, claim for emotional and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this Release. The Claims released hereunder specifically include, but are not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional mental distress; intentional your employment with the Company; or negligent misrepresentationthe termination of that employment; conspiracy; failure or (ii) pursuant to pay wagesany federal, benefitsstate, vacation payor local employment laws, severance payregulations, commissions, equity, attorneys’ feesexecutive orders, or other compensation of any sort; failure to accommodate disabilityrequirements, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, without limitation those that may relate to sex, genderrace or other forms of discrimination, national originincluding, ancestrywithout limitation, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amendedThe Americans With Disabilities Act, by and the Age Discrimination in Employment Act Title VII of the Civil Rights Act of 19911964; provided, 42 U.S.C. § 2000 et seq.; Equal Pay Acthowever, that this Release covers only claims that you may have under the Age Discrimination in Employment Act as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code effective date of Virginia; this Release. Without limiting the Virginia Payment of Wage Law, § 40.1-29, et seq. generality of the Code foregoing, you hereby acknowledge and covenant that you have knowingly relinquished and forever released any and all rights and remedies which might otherwise be available to you, including claims for back pay, liquidated damages, recovery of Virginia; the Virginia Minimum Wage Act § 40.1-28.8interest, et seq. of the Code of Virginiacosts, other Virginia statutes and regulations); punitive damages or attorneys' fees, and any federal, state claims for employment or local laws of similar effectreemployment with the Company.
Appears in 1 contract
Release by Employee. In exchange for consideration of the benefits set forth in the Separation and Release Agreement entered into payment to you of $10,000 by and between the Company within 30 days after the Date of Termination, you, for yourself, your successors, heirs, legatees, personal and Employeelegal representatives, dated as of March 14, 2022, and assigns (the “AgreementReleasors”) to which this Release is an exhibit), and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee agrees unconditionally and forever to release and discharge the Company and the Company’s affiliated, relatedits officers, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associates, membersdirectors, stockholders, employee benefit plans, attorneysemployees, agents, representativescorporate affiliates, partnerscontrolling persons, joint venturers, predecessors, and successors, assigns, insurers, owners, employees, officers, directors and all persons acting by, through, under, or in concert with them, or any of them their representatives (hereinafter the “Releasees”) from any and all manner of claims, actionsdemands, causes of action, suits, contracts or liabilities whatsoever, in law or in equity, demands, rights, or damages of any kind or nature which Employee may now have, or ever have, whether known or unknownunknown or suspected to exist by you, fixed which you have had or contingentmay now have against the Company or any of such related parties arising from or connected with your employment with the Company or the termination of that employment, including but specifically excluding (i) whatever rights the Releasors might have to indemnification or payment of expenses arising under the Company’s charter or bylaws or any claimsother source, and (ii) the Company’s obligations under this Agreement (the “Release”). Such claims or causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this Release. The Claims released hereunder specifically shall include, but are not be limited to, any claims claims, demands, suits or causes of action (i) in connection with any privacy right, civil rights claim, claim for fraud; breach of contract; breach of implied covenant of good faith emotional and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional mental distress; intentional your employment with the Company; or negligent misrepresentationthe termination of that employment; conspiracy; failure or (ii) pursuant to pay wagesany federal, benefitsstate, vacation payor local employment laws, severance payregulations, commissions, equity, attorneys’ feesexecutive orders, or other compensation of any sort; failure to accommodate disabilityrequirements, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, without limitation those that may relate to sex, genderrace or other forms of discrimination, national originincluding, ancestrywithout limitation, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amendedThe Americans With Disabilities Act, by and the Age Discrimination in Employment Act Title VII of the Civil Rights Act of 19911964; provided, 42 U.S.C. § 2000 et seq.; Equal Pay Acthowever, that this Release covers only claims that you may have under the Age Discrimination in Employment Act as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code effective date of Virginia; this Release. Without limiting the Virginia Payment of Wage Law, § 40.1-29, et seq. generality of the Code foregoing, you hereby acknowledge and covenant that you have knowingly relinquished and forever released any and all rights and remedies which might otherwise be available to you, including claims for back pay, liquidated damages, recovery of Virginia; the Virginia Minimum Wage Act § 40.1-28.8interest, et seq. of the Code of Virginiacosts, other Virginia statutes and regulations); punitive damages or attorneys’ fees, and any federal, state claims for employment or local laws of similar effectreemployment with the Company.
Appears in 1 contract
Release by Employee. In exchange for the benefits set forth in the Separation and Release Agreement entered into by and between the Company and Employee, dated as of March 14February 8, 2022, (the “Agreement”) to which this Release is an exhibit, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee agrees unconditionally and forever to release and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, employees, officers, directors and all persons acting by, through, under, or in concert with them, or any of them (hereinafter the “Releasees”) from any and all manner of claims, actions, causes of action, in law or in equity, demands, rights, or damages of any kind or nature which Employee may now have, or ever have, whether known or unknown, fixed or contingent, including any claims, causes arising out of action Employee’s employment with the Company or demands of any nature separation from employment (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this Release. The Claims released hereunder specifically include, but are not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; the Virginia New York State Human Rights Law; the New York Labor Law (including but not limited to the New York State Worker Adjustment and Retraining Notification Act, § 2.2-3900all provisions prohibiting discrimination and retaliation, et seq. and all provisions regulating wage and hour law); the New York State Correction Law, the New York State Civil Rights Law, Section 125 of the Code of VirginiaNew York Workers' Compensation Law; the Virginia Payment of Wage New York City Human Rights Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Florida Civil Rights Act (§§ 760.01 to 760.11, Fla. Stat.); the Florida Whistleblower Protection Act ((§§ 448.101 to 448.105, Fla. Stat.); the Florida Workers’ Compensation Retaliation provision (§§ 440.205, Fla. Stat.); the Florida Minimum Wage Act ((§§ 40.1-28.8448.110, et seq. Fla. Stat.); Article X, Section 24 of the Code of VirginiaFlorida Constitution (Fla. Const. art. X, other Virginia statutes and regulations§ 24); the Florida Fair Housing Act (§§ 760.20 to 760.37, Fla. Stat.); and any federal, state or local laws of similar effect.
Appears in 1 contract
Samples: Separation and Release Agreement (Clever Leaves Holdings Inc.)
Release by Employee. In exchange for the benefits set forth in the Separation and Release Agreement entered into by and between the Company and Employee, dated as of March 14, 2022, (the “Agreement”) to which this Release is an exhibit, and for other good and valuable consideration, the receipt and adequacy of which are Employee hereby acknowledged, Employee agrees unconditionally releases and forever to release discharges BSC and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, its subsidiaries, affiliates, associates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assignsand assigns and the Directors, officers, shareholders, insurers, ownersplans, employees, officers, directors representatives and all persons acting by, through, under, or in concert with them, or any agents of them each of the foregoing (hereinafter the collectively “Releasees”) of and from any and all manner the following as of claims, actions, causes the date of action, in law or in equity, demands, rights, or damages of any kind or nature which Employee may now have, or ever have, whether known or unknown, fixed or contingent, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this Release. The Claims released hereunder specifically includeAgreement:
(a) Any and all claims, but are not limited todemands, and liabilities whatsoever of every name and nature (other than those arising directly out of this Agreement), including (without limitation) any claim in the nature of so-called whistleblower complaints to the extent permitted by applicable law, and any and all claims, demands and liabilities with respect to Employee’s employment or the terms and conditions or notice of termination or termination of his employment, benefits or compensation which Employee has against Releasees, or ever had, including, without limitation, any claims for fraud; benefits under the BSC Severance Pay and Layoff Notification Plan;
(b) As included in the above, without limitation, all claims known or unknown for tortious injury, breach of contract; breach of implied covenant of good faith , and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or (including without limitation, any other type of assault and battery; invasion of privacy; intentional or negligent claim for constructive discharge), all claims for infliction of emotional distress; intentional , all claims for slander, libel, or negligent misrepresentation; conspiracy; failure to pay wagesdefamation of character, benefitsall claims of retaliation, vacation pay, severance pay, commissions, equity, and all claims for attorneys’ fees, as related to Employee’s employment, or other compensation the terms and conditions or termination of his employment, benefits, or compensation; and
(c) Employee specifically releases and forever discharges Releasees from any sort; failure to accommodate disabilityand all claims based upon any allegation of employment discrimination, including pregnancy; (without limitation) discrimination or harassment on the basis of pregnancy, race, color, sex, gendersexual orientation, national origin, ancestryage (including any claim pursuant to the Federal Age Discrimination in Employment Act (“ADEA”)), religion, disability, handicapgenetic information, medical conditionor national origin.
(d) Employee acknowledges that he has been given the opportunity, marital statusif he so desires, sexual orientation to consider this Agreement for twenty-one (21) days before executing it. In the event that Employee executes the Agreement within less than twenty-one (21) days of the date of its delivery to him, he acknowledges that such decision was entirely voluntary and that he had the opportunity to consider this Agreement for the entire twenty-one (21) day period. Employee agrees that any modifications, material or otherwise, made to this Agreement do not restart or affect in any other protected category; any claim under manner the Age Discrimination in Employment Actoriginal twenty-one (21) day consideration period. BSC acknowledges that for a period of seven (7) days from the date of the execution of this Agreement, as amendedEmployee shall retain the right to revoke this Agreement by written notice to BSC, 29 U.S.C. § 621 et seq. c/o Xxxx X. Xxxxxxx III, SVP Human Resources, and that this Agreement shall not become effective or enforceable until the date such revocation period expires (the “ADEAEffective Date”); . Therefore, no BSC obligations will be met and payment called for by BSC under Paragraph 2, above, shall not be made until the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seqEffective Date.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); and any federal, state or local laws of similar effect.
Appears in 1 contract
Release by Employee. In exchange for the payments and benefits set forth in Section 9(a) of the Separation Executive Employment and Release Non-Disclosure, Non-Competition and Invention Assignment Agreement entered into by and between the Company Employee and Employee, Cognizant Worldwide Limited (“CWW”) dated as of March 14, 2022, 12 July 2020 (the “Executive Agreement”) to which this Release is an exhibit, and for other good and valuable considerationconsideration (the “Severance”), the receipt and adequacy of which are hereby acknowledged, in executing this general release and the UK settlement agreement set out in Schedule One of this Release, Employee agrees unconditionally and forever to release and discharge CWW, the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, employees, officers, directors and all persons acting by, through, under, or in concert with them, or any of them (hereinafter the “Releasees”) from any and all manner of claims, actions, causes of action, in law or in equity, demands, rights, or damages of any kind or nature which Employee she may now have, or ever have, whether known or unknown, fixed or contingent, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this ReleaseRelease which arise in connection with or relate to Employee’s employment with CWW or termination therefrom. The Claims released hereunder specifically include, but are not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations).; and any federal, state or local laws of similar effect.
Appears in 1 contract
Samples: General Release (Cognizant Technology Solutions Corp)
Release by Employee. In exchange for consideration of the benefits set forth covenant not to xxx and other consideration recited in the Separation and Release Agreement entered into by and between the Company and Employeeparagraph 6 herein, dated as of March 14, 2022, (the “Agreement”) to which this Release is an exhibit, Employee does hereby and for other good his successors and valuable considerationassigns, the receipt and adequacy of which are hereby acknowledgedrelease, Employee agrees unconditionally acquit and forever to release and discharge the Company District and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associates, members, stockholders, employee benefit plans, attorneys, its agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, employees, officers, directors directors, insurers, attorneys, successors, servants, heirs, executors, administrators, parents, subsidiaries and all persons acting by, through, under, or in concert with them, or any of them affiliates (hereinafter the “ReleaseesReleased Parties”) from any and all manner of known and unknown claims, actions, causes of action, in law or in equity, demands, rights, or damages of any kind or nature which Employee may now havedamages, or ever havewages, whether known or unknownsalaries, fixed or contingentcommissions, including any claimsbonuses, causes of action or demands of any nature (hereinafter called “Claims”)back pay, that Employee now has or may hereafter have against the Releasees by reason of any and all actsfront pay, omissionsjob assignments, events or facts occurring or existing prior to Employee’s execution of this Release. The Claims released hereunder specifically includepromotions, but are not limited totransfers, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wagespast employment, benefits, vacation payincluding but not limited to health, severance paydental, commissionsand life insurance, equitypension, retirement, stock plan benefits, profit sharing and retirement plan benefits, 401(k) benefits, accrued leave, costs, loss of service, attorneys’ fees, expenses and compensation whatsoever which Employee now has or which may hereafter accrue on account of or in any way relating to the facts, circumstances and transactions arising out of or in any way relating to Employee’s employment with the District, including without limitation any facts, circumstances, transactions, allegations or other compensation matters of any sort; failure kind, from the beginning of time up to accommodate disabilityand including the date hereof. It is the express intention of Employee to reserve any rights, including pregnancy; discrimination claims or harassment causes of actions that Employee may have against any person or entity other than the Released Parties, but to release fully and completely the Released Parties. Therefore, for the consideration hereinabove described, Employee agrees to a reduction of the damages recoverable against all other tortfeasors to the extent of the pro rata share of the liability of the Released Parties, and further agree to indemnify, protect and hold harmless the Released Parties from all judgments, claims, losses or expenses arising out of or by reason of any action, claim or demand by any person on account of the basis of pregnancydamages sustained by Employee, racein any capacity, colorresulting from the facts and circumstances relating to Employee’s employment with the District, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; liability or alleged liability under Act 315 of the Acts of Arkansas for 1941, as amended, being the Uniform Contribution Among Tortfeasors Act. In addition to the above, Employee specifically releases any claim under and all claims that he has or may have had against the Released Parties as of the date of his execution of this Agreement under:
a. The Family and Medical Leave Act;
b. Title VII of the Civil Rights Act of 1991 (42 U.S.C. §§ 2000(e), et seq.);
c. The Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the ;
d. The Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act Acts of 1866, 42 U.S.C. § 1981; the Family 1871, 1964 and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the 1991;
e. The Americans with Disabilities Act of 1990, 1990 (42 U.S.C. § 12101 1211 et seq.; the False Claims Act, 31 );
f. The Rehabilitation Act of 1973 (29 U.S.C. § 3729 701, et seq.; the );
g. The Fair Labor Standards Act (29 U.S.C. § 201, et seq.);
h. The Equal Pay Act of 1973 (29 U.S.C. Chapter 8, §§ 206(d), et seq.);
i. The Consolidated Omnibus Budget and Reconciliation Act of 1985, (29 U.S.C. § 1161, et seq., as amended);
j. The Employee Retirement Income and Security ActAct (29 U.S.C. § 1001, et seq., as amended);
k. The Older Workers’ Benefit Protection Act;
l. The Arkansas Civil Rights Act;
m. The Arkansas Whistle-Blower Protection Act;
n. The Arkansas Teacher Fair Dismissal Act, 29 U.S.C. Ark. Code Xxx. §§ 1001 6-17-1501, et seq.; ;
o. Any and all claims under the Worker Adjustment and Retraining Notification Actlaws of any state, as amendedcounty, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Actmunicipality, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seq. or other governmental subdivision of the Code United States or any state, including but not limited to, the State of Virginia; the Virginia Payment Arkansas;
p. Any and all other relevant Federal and/or State statutory and/or common laws including, but not limited to, intentional infliction of Wage Lawemotional distress, § 40.1-29assault and battery, et seqdefamation, intentional interference with a contractual/business relationship, and wrongful discharge. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations(hereinafter “Released Claims”); and any federal, state or local laws of similar effect.
Appears in 1 contract
Samples: Separation Agreement
Release by Employee. In exchange for the benefits set forth in the Separation Employee, on behalf of Employee, Employee’s successors, and Release Agreement entered into by Employee’s assigns, now and between the forever unconditionally releases and discharges Company and Employeeall of its affiliates, dated as including, without limitation, all of March 14, 2022, (the “Agreement”) to which this Release is an exhibit, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee agrees unconditionally and forever to release and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parentsofficers, directors, shareholders, employees, volunteers, agents, parent corporations, predecessors, subsidiaries, affiliates, associatesbranches, membersinsurers, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessorsestates, successors, assigns, insurers, owners, employees, officers, directors and all persons acting by, through, under, or in concert with them, or any of them attorneys (hereinafter the collectively referred to as “Releasees”) from any and all manner of claims, charges, actions, causes of action, sums of money due, attorneys’ fees, suits, debts, covenants, contracts, agreements, promises, demands, or liabilities (hereinafter collectively referred to as “Claims”) whatsoever, in law or in equity, demands, rights, or damages of any kind or nature which Employee may now have, or ever have, whether known or unknown, fixed which Employee ever had, now has, or contingentmight in the future have against any of the Releasees based upon facts occurring prior to the date of this Agreement. Without limiting the generality of the foregoing, including Employee acknowledges and covenants that, in consideration for the Severance Proceeds set forth in Paragraph 2 above, Employee has knowingly waived any claimsright or opportunity to assert any Claim which is in any way connected with any employment relationship, causes of action or demands the termination of any nature (hereinafter called “Claims”)employment relationship, that existed between Company and Employee. Employee now further understands and agrees that Employee has or may hereafter have against the Releasees by reason of knowingly relinquished, waived, and forever released any and all actsremedies arising out of the aforesaid employment relationship or the termination thereof, omissionsincluding, events or facts occurring or existing prior to Employee’s execution of this Release. The Claims released hereunder specifically includewithout limitation, but are not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation back pay, severance front pay, commissionsliquidated damages, equitycompensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses, and attorneys’ fees, or . Employee further specifically acknowledges and agrees that Employee has knowingly and voluntarily released Company and all other compensation of Releasees from any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim and all claims arising under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. Act (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866621, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the which Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seq. has or may have against any of the Code Releasees based upon facts occurring prior to the date of Virginia; this Agreement, including but not limited to those claims that are in any way connected with any employment relationship, or the Virginia Payment termination of Wage Lawany employment relationship, § 40.1that existed between Company and Employee. Employee acknowledges and agrees that Employee is advised to consult with an attorney prior to executing this Agreement and that Employee has been given twenty-29one (21) days to consider this Agreement prior to its execution. Employee also understands that Employee may revoke this Agreement at any time within seven (7) days following its execution. Employee understands, et seq. however, that this Agreement shall not become effective and that none of the Code of Virginia; consideration described above shall be paid to Employee until after the Virginia Minimum Wage Act § 40.1-28.8, et seq. expiration of the Code of Virginia, other Virginia statutes and regulations); and any federal, state or local laws of similar effectseven (7) day revocation period.
Appears in 1 contract
Release by Employee. In exchange for the benefits set forth in the Separation and Release Agreement entered into by and between the Company and Employee, dated as on behalf of March 14himself and each of his respective past, 2022, (the “Agreement”) to which this Release is an exhibitpresent, and for other good future managers, advisors, representatives, assigns and valuable considerationattorneys, the receipt and adequacy of which are hereby acknowledgedexpressly releases, Employee agrees unconditionally remises, remits, acquits and forever to release discharges ARTISTdirect, and discharge the Company each of its past, present and the Company’s affiliatedfuture predecessors in interest, relatedsuccessors in interest, parent and subsidiary corporationsrelated entities, as well as their respective past and present administrators, heirs, executors, parents, owners, officers, shareholders, directors, members, managers, advisors, employees, representatives, licensees, subsidiaries, affiliates, associatesagents, members, stockholders, employee benefit plans, assigns and attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, employees, officers, directors and all persons acting by, through, under, or in concert with them, or any of them (hereinafter the “Releasees”) from any and all manner of claims, action or actions, causes of action, in law or in equity, suits, debts, liens, torts, contracts, agreements, promises, liability, claims, demands, rightsinterest, or damages damages, charges, losses, costs, and/or attorneys' fees and/or expenses, of any kind or nature which Employee may now havewhatsoever, or ever have, whether known or unknown, anticipated or unanticipated, fixed or contingent, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Employee contingent which they now has have or may hereafter have against the Releasees have, by reason of any and all actsmatter, omissionscause, events or facts occurring or existing prior act whatsoever from the inception of time to Employee’s the execution of this Release. The Claims released hereunder specifically includeAgreement ("Employee Released Claims"), including, but are not limited to, any claim related to or arising out of the 1998 Agreement or the Employment Agreement or Employee's employment with ARTISTdirect or the termination thereof. The foregoing notwithstanding, this release shall not extend to claims for fraud; indemnification permitted under the General Corporation Law of the State of Delaware or ARTISTdirect's Bylaws or Certificate of Incorporation, as in effect on the date hereof, arising out of Employee's conduct prior to the Effective Date within the course and scope of his duties as a director or officer of ARTISTdirect. Without limiting the foregoing, Employee understands and agrees that he is waiving any rights he may have had, now has, or in the future may have, to pursue any and all remedies available to Employee under any employment-related cause of action, including without limitation, claims of wrongful discharge, wages, stock options (other than the options listed above), breach of contract; , breach of implied the covenant of good faith and fair dealing; inducement of breach; interference with contract; , wrongful or unlawful discharge or demotion; termination in violation of public policy; sexual , defamation, interference with contract or business advantage, physical injury, emotional distress, claims under Title VII of the 1964 Civil Rights Act, as amended, the California Fair Employment and Housing Act, and any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure state statutes relating to pay wagessecurities, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on wrongful termination of employment or employment related claims, the basis Equal Pay Act of pregnancy1963, racethe Americans with Disabilities Act, colorCalifornia Labor Code Section 1197.5, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment ActAct of 1967, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seq. Act of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); 1976 (ERISA) and any federalother laws and regulations relating to employment or the Employee's receipt of wages, state stock, stock options or local laws of similar effectother benefits.
Appears in 1 contract
Samples: Termination Agreement and Mutual General Release (Artistdirect Inc)
Release by Employee. In exchange That the undersigned, Xxxx Xxxxx Xxxxxx, for the benefits set forth in the Separation and Release Agreement entered into by and between the Company and Employee, dated as of March 14, 2022, (the “Agreement”) to which this Release is an exhibit, and for other good and valuable consideration, the receipt and adequacy sufficiency of which are hereby acknowledged, Employee agrees unconditionally intending to be legally bound, hereby releases and forever to release discharges the School Board of Sarasota County, and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective all of its past and present parents, subsidiaries, affiliates, associates, Board members, stockholdersstudents, employee benefit plans, attorneysparents, agents, representatives, partnersprincipals, joint venturersattorneys, predecessorsaffiliates, successorsadministrators vendors, assigns, insurerscontractors, owners, employeescorporations, subsidiaries, officers, directors directors, employees, assigns and successors, and all persons acting byother persons, through, under, firms or in concert with them, corporations connected or any of them affiliated therewith (hereinafter the collectively “Releasees”) ), of and from any and all manner of legal, equitable or other claims, demands, setoffs, defenses, contracts, accounts, suits, debts, agreements, actions, causes of action, in law or in equitysums of money, demandsjudgments, rightsfindings, controversies, disputes, or damages past, present and future duties, responsibilities, obligations, or suits at law and/or equity of whatsoever kind, from the beginning of the world to the date hereof, in addition, without limitation, any and all actions, causes of action, claims, counterclaims, third party claims, and any and all other federal, state, local and/or municipality statutes, laws and/or regulations and any ordinance and/or common law pertaining to employment and otherwise and any and all other claims which have been or which could have been asserted against any party in any forum. By signing this Release, Employee knowingly and voluntarily fully releases and forever discharges Releasees of and from all claims, demands and liability of any kind arising under any statute, law or nature which Employee may now haveordinance, or ever haveincluding, whether known or unknownwithout limitation, fixed or contingent, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this Release. The Claims released hereunder specifically include, but are not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amendedthe Fair Labor Standards Act, the Family & Medical Leave Act, the National Labor Relations Act, the Americans with Disabilities Act, any retaliation statute, any whistleblower statute, any state Human Rights Act, Fla. Stat. 448, or any facts or claims arising under the Age Discrimination in Employment Act (“ADEA”). This Release is intended to cover all actions, causes of action, claims and demands for damages, loss or injury arising from the beginning of time until the date of this Release, whether presently known or unknown to Employee. However, Employee does not waive her rights to claims which may arise after this Release becomes effective. Employee is also not waiving any rights she may have to: (a) her own vested accrued employee benefits under health, welfare, or retirement benefit plans; (b) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (c) enforce this Agreement; and/or (e) challenge the validity of this Agreement. In addition, Employee is hereby advised to consult with an attorney prior to executing this Release. Employee agrees that she has been given a reasonable time in which to consider the Release and seek such consultation. Employee further warrants that she has consulted with knowledgeable persons concerning the effect of this Release and all rights which she might have under any and all state and federal laws relating to employment and otherwise. Employee fully understands these rights and that by signing this Release Employee forfeits all rights to sue Releasees for matters relating to or arising out of his employment, her separation, or otherwise. Employee may preserve her legal right to sue by refusing to sign this Release, in which case she will not receive the Civil Rights Act benefit of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Actthe additional consideration outlined herein. In accordance with provisions of the ADEA, as amended, 29 U.S.C. § 206(d); §§601- 634, Employee is hereby provided a period of twenty-one (21) days from the Civil Rights Act date she receives this Release to review the waiver of 1866her rights under the ADEA and sign this Release. Furthermore, 42 U.S.C. § 1981; Employee has seven (7) days after the Family and Medical Leave Act of 1993date she signs the Release (“Revocation Period”) to revoke her consent. This Release shall not become effective or enforceable until the Revocation Period has expired. If Employee does not deliver a written revocation to Xxxxxxx Xxxxxxx, 29 U.S.C. § 2601 et seqBoard chair for the School Board via certified mail, return receipt with a copy provided simultaneously via e-mail to xxxxxxx.xxxxxxx@xxxxxxxxxxxxxxxxxxxxx.xxx before the Revocation Period expires, this Release will become effective.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); and any federal, state or local laws of similar effect.
Appears in 1 contract
Samples: Separation Agreement
Release by Employee. In exchange for the benefits consideration set forth in the Separation and Release Agreement entered into by and between the Company and Employee, dated as of March 14, 2022, (the “this Agreement”) to which this Release is an exhibit, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee agrees unconditionally and forever to release and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, employees, officers, directors and all persons acting by, through, under, or in concert with them, or any of them (hereinafter the “Releasees”) from any and all manner of claims, actions, causes of action, in law or in equity, demands, rights, or damages of any kind or nature which Employee may now have, or ever have, whether known or unknown, fixed or contingent, including any claims, causes in all cases arising out of action employment with the Company or demands of any nature separation from employment (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this Releaserelease. The Claims released hereunder specifically include, but are not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; the Virginia New York State Human Rights Law; the New York Labor Law (including but not limited to the New York State Worker Adjustment and Retraining Notification Act, § 2.2-3900all provisions prohibiting discrimination and retaliation, et seq. and all provisions regulating wage and hour law); the New York State Correction Law, the New York State Civil Rights Law, Section 125 of the Code of VirginiaNew York Workers' Compensation Law; the Virginia Payment of Wage New York City Human Rights Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Florida Civil Rights Act (§§ 760.01 to 760.11, Fla. Stat.); the Florida Whistleblower Protection Act ((§§ 448.101 to 448.105, Fla. Stat.); the Florida Workers’ Compensation Retaliation provision (§§ 440.205, Fla. Stat.); the Florida Minimum Wage Act ((§§ 40.1-28.8448.110, et seq. Fla. Stat.); Article X, Section 24 of the Code of VirginiaFlorida Constitution (Fla. Const. art. X, other Virginia statutes and regulations§ 24); the Florida Fair Housing Act (§§ 760.20 to 760.37, Fla. Stat.); and any federal, state or local laws of similar effect.
Appears in 1 contract
Samples: Separation and Release Agreement (Clever Leaves Holdings Inc.)
Release by Employee. In exchange for consideration of the benefits set forth in promises made and the Separation and Release Agreement entered into by and between the Company and Employee, dated as of March 14, 2022, (the “Agreement”) to which this Release is an exhibit, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledgedseparation pay provided herein, Employee agrees unconditionally hereby fully and forever waives, releases and discharges and covenants not to release sxx BBSI and discharge the Company its current and the Company’s affiliatedfuture agents, related, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associates, members, stockholders, employee benefit plansemployees, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, employees, officers, directors shareholders, directors, parent companies, subsidiaries and all persons acting by, through, under, or in concert with them, or any of them related companies and entities (hereinafter collectively the “Releasees”"Released Parties") from and against any and all manner of liabilities, claims, actionsdemands, actions and causes of action, in law or in equitysuits, demandscharges, rightsdamages, or damages other demands or claims of any kind or nature which Employee may now have, or ever have, whether whatsoever known or unknown, fixed foreseen or contingentunforeseen, including but not limited to those involving any claimsmatter arising out of or in any way related, causes of action directly or demands of any nature (hereinafter called “Claims”)indirectly, that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this Release's employment with BBSI or the termination thereof (the "Claims"). The Parties agree and acknowledge that the Claims released hereunder specifically include, but are not limited to, any claims for fraud; Claims or actions based upon any common law tort action, breach of contract; , breach of implied the covenant of good faith and fair dealing; inducement of breach; , misrepresentation, promissory estoppel, wrongful discharge, fraud, defamation, privacy violations, interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent , infliction of emotional distress; intentional , hiring, rehire or negligent misrepresentation; conspiracy; failure reemployment rights, and any and all discrimination claims or rights to pay wagessxx that might be available to Employee under federal, benefits, vacation pay, severance pay, commissions, equity, attorneys’ feesstate, or other compensation of any sort; failure to accommodate disabilitylocal statutes, laws, regulations or ordinances, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; but not limited to Title VII of the Civil Rights Act of 1964, as amended, by Act; the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Americans with Disabilities Act, as amended, 29 U.S.C. § 206(d); amended by the Civil Rights ADA Amendments Act of 1866, 42 U.S.C. § 19812008; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.Act; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Fair Labor Standards Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act; the OFCCP laws and related regulations, including Section 503 of the Rehabilitation Act, Section 4212 of the Vietnam Era Veterans Readjustment Act, and Executive Order 11246, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Credit Reporting Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); and any federalprovisions of the Oregon Constitution, state or local laws and Oregon statutes and regulations concerning whistleblowing, civil rights, wages and hours, employee leaves, and any other statutes pertaining to employment. SEPARATION AND RELEASE AGREEMENTPage 1 of similar effect.7
Appears in 1 contract
Samples: Separation and Release Agreement (Barrett Business Services Inc)
Release by Employee. In exchange 8.1 Except for the benefits Company's obligations set forth in this Agreement and the Separation limitation in Section 8.7, the Employee and Release Agreement entered into by and between the Company and Employeehis assigns, dated as of March 14heirs, 2022executors, (the “Agreement”) to which this Release is an exhibitadministrators, and representatives (collectively the "Releasors") for other good and valuable considerationin consideration of the undertakings set forth in this Agreement and intending to be legally bound, the receipt and adequacy of which are do hereby acknowledgedREMISE, Employee agrees unconditionally and forever to release and discharge the Company and RELEASE AND FOREVER DISCHARGE the Company’s affiliated, relatedVDC, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associatescomponent entities, predecessors, successors and assigns, individually and collectively, and all of the foregoing's past and present members, stockholdersmanagers, employee benefit plansprincipals, attorneyspartners, trustees, officers, directors, employees, agents, representatives, partnersattorneys, joint venturersshareholders, predecessorsand their respective spouses, successors, assignsheirs, insurersestates, ownersexecutors, employeesadministrators, officersrepresentatives and agents (collectively the "VDC Released Parties"), directors of and all persons acting by, through, under, or in concert with them, or any of them (hereinafter the “Releasees”) from any and all manner of claims, actions and causes of actions, causes of actionsuits, debts, claims and demands whatsoever in law, in law equity or in equityotherwise, demandswhich the Releasors ever had, rights, now have or damages of any kind or nature which Employee hereafter may now have, or ever have, whether known or unknown, fixed or contingent, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all actsmatter, omissions, events cause or facts occurring or existing prior thing whatsoever from the beginning of the world to Employee’s execution the Date of this Release. Agreement.
8.2 The Claims released hereunder specifically includeEmployee explicitly understands, but are not limited toacknowledges and agrees that by virtue of executing this Agreement he is releasing claims that might arise under many different laws (including statutes, any claims for fraud; breach of contract; breach of implied covenant of good faith regulations, other administrative guidance, and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wagescommon law doctrines) such as the following:
(a) Anti-discrimination statutes, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under such as the Age Discrimination in Employment ActAct and Executive Order 11,141, as amendedwhich prohibit age discrimination in employment, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, by Section 1981 of the Civil Rights Act of 19911966, 42 U.S.C. § 2000 et seq.and Executive Order 11,246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Equal Pay Act, as amended, 29 U.S.C. § 206(d)which prohibits paying men and women unequal pay for equal work; the Civil Rights Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 18661973, 42 U.S.C. § 1981which prohibit discrimination based on disability; and any other federal, state, or local laws prohibiting employment discrimination.
(b) Federal employment statues, such as the WARN Act, which requires that advance notice be given of certain work force reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Fair Labor Standards Act of 1938, which regulates wage and hour matters; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act which requires employers to provide leaves of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations)absence under certain circumstances; and any other federal laws relating to employment, such as veterans' reemployment rights laws; and
(c) Other laws, such as any federal, state state, or local laws providing workers' compensation benefits, restricting an employer's right to terminate employees, or otherwise regulating employment; and federal, state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any other federal, state, or local laws providing recourse for alleged wrongful discharge, tort, physical or personal injury, emotional distress, fraud, negligent misrepresentation, defamation, and similar or related claims.
8.3 The Employee explicitly understands, acknowledges and agrees that examples of claims he is releasing include, but are not limited to: (i) claims that in any way relate to his employment with the Company or VDC, or the termination of that employment, such as claims for compensation, bonuses, commissions, lost wages, or unused accrued vacation or sick pay; (ii) claims that in any way relate to the design or administration of any employee benefit program; (iii) claims that he has irrevocable or vested rights to severance or similar effectbenefits or to post-employment health or group insurance benefits; or (iv) any claims to attorneys' fees or other indemnities.
8.4 The Employee explicitly understands, acknowledges and agrees that he is releasing claims that he may not know about. The Employee explicitly understands, acknowledges and agrees that this is his knowing and voluntary intent, even though he recognizes that someday he might learn that some or all of the facts he currently believes to be true are untrue and even though he might then regret having signed this Agreement. Nevertheless, the Employee explicitly understands, acknowledges and agrees that he is assuming that risk and further agrees that this Agreement shall remain effective in all respects in any such case. The Employee expressly waives all rights he might have under any law that is intended to protect the Employee from waiving unknown claims. The Employee understands the significance of doing so.
8.5 Employee further agrees and covenants that neither he, nor any person, organization or other entity on his behalf, will file, charge, claim, sue or cause or perxxx to be filed, charged or claimed any action for legal or equitable relief (including damages, injunctive, declaratory, monetary or other relief) involving any matter within the scope of the release set forth in Section 8. Employee agrees that he will not provide any assistance or advisory services efforts (unless required by law or compelled by legal process) to any third parties in connection with any disputes, claims or legal proceedings between such third parties and the VDC Entities.
Appears in 1 contract
Release by Employee. In exchange Except for any rights created by this Agreement, in consideration of and in return for the benefits set forth in promises and covenants undertaken herein by the Separation and Release Agreement entered into by and between the Company and Employee, dated as of March 14, 2022, (the “Agreement”) to which this Release is an exhibitCompany, and for other good and valuable consideration, the receipt and adequacy of which are is hereby acknowledged:
a. Employee does hereby acknowledge full and complete satisfaction of and does hereby release, Employee agrees unconditionally and forever to release absolve and discharge the Company Company, and the Company’s affiliatedeach of its parents, relatedsubsidiaries, parent divisions, related companies and subsidiary corporationsbusiness concerns, past and present, as well as their respective past and present parentseach of its partners, subsidiariestrustees, affiliates, associatesdirectors, members, stockholdersofficers, employee benefit plansagents, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, servants and employees, officerspast and present, directors and all persons acting by, through, under, or in concert with them, or any each of them (hereinafter the collectively referred to as “Releasees”) from any and all manner of claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, in law or in equitygrievances, demandswages, rightsvacation payments, or damages severance payments, obligations, commissions, overtime payments, debts, profit sharing claims, expenses, damages, judgments, orders and liabilities of any whatever kind or nature which Employee may now havein law, equity or ever haveotherwise, whether known or unknownunknown to Employee which Employee now owns or holds or has at any time owned or held as against Releasees, fixed or contingentany of them, including any claimsspecifically but not exclusively and without limiting the generality of the foregoing, causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all actsclaims, omissionsdemands, events grievances, agreements, obligations and causes of action, known or facts occurring unknown, suspected or existing prior to unsuspected by Employee: (1) arising out of or in any way connected with the Disputes; or (2) arising out of Employee’s execution employment (or termination thereof) with the Company; or (3) arising out of this Releaseor in any way connected with any claim, loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of the Releasees, or any of them, committed or omitted on or before the Effective Date hereof. The Claims released hereunder Without limiting the generality of the foregoing, Employee specifically includereleases the Releasees from any claim for attorneys’ fees. EMPLOYEE ALSO SPECIFICALLY AGREES AND ACKNOWLEDGES EMPLOYEE IS WAIVING ANY RIGHT TO RECOVERY BASED ON STATE OR FEDERAL AGE, SEX, PREGNANCY, RACE, COLOR, NATIONAL ORIGIN, MARITAL STATUS, RELIGION, VETERAN STATUS, DISABILITY, SEXUAL ORIENTATION, MEDICAL CONDITION OR OTHER ANTI-DISCRIMINATION LAWS, INCLUDING, WITHOUT LIMITATION, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, THE EQUAL PAY ACT, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY AND MEDICAL LEAVE ACT, THE EMPLOYEE RETIREMENT INCOME SECURITY ACT, THE WORKER ADJUSTMENT AND RETRAINING ACT, THE FAIR LABOR STANDARDS ACT, FAIR EMPLOYMENT AND HOUSING ACT, PRIVATE ATTORNEY GENERAL ACT, AND ANY OTHER SECTION OF THE CALIFORNIA LABOR OR GOVERNMENT CODE, OR THE CALIFORNIA INDUSTRIAL WELFARE COMMISSION WAGE ORDERS, ALL AS AMENDED, WHETHER SUCH CLAIM BE BASED UPON AN ACTION FILED BY EMPLOYEE OR BY A GOVERNMENTAL AGENCY. Employee also releases any and all other claims, known and unknown, for breach of contract, express or implied (including but are not limited to, to breach of the employment agreement and any claims for fraudpromises made therein); breach of contract; breach of implied the covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; in violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent defamation, conspiracy, infliction of emotional distress; intentional or negligent , invasion of privacy, harassment, assault, battery, fraudulent inducement, misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim tort.
b. This release does not release claims that cannot be released as a matter of law. Employee is not (i) waiving Employee’s right to file a charge, testify, assist, or cooperate with the EEOC, (ii) waiving rights or claims that may arise after the date Employee signs this Agreement, or (iii) releasing claims for unemployment compensation benefits, workers’ compensation benefits, those claims under the Age Discrimination in Employment ActFair Labor Standards Act which cannot be waived pre-litigation without Department of Labor or court approval, as amendedhealth insurance benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA), 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, or claims with regard to vested benefits under a retirement plan governed by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seqAct (ERISA).; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); and any federal, state or local laws of similar effect.
Appears in 1 contract
Samples: Change in Control and Executive Severance Plan Agreement (Oncocyte Corp)
Release by Employee. In exchange a. Except as expressly provided herein, Employee, for the benefits set forth in the Separation himself, his successors, administrators, heirs, and Release Agreement entered into by assigns, hereby fully releases, waives and between forever discharges the Company and Employee, dated as of March 14, 2022, (the “Agreement”) to which this Release is an exhibitits subsidiaries, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee agrees unconditionally and forever to release and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past successors and present parentsassigns, subsidiariesand each of their respective directors, affiliates, associates, members, stockholders, employee benefit plans, attorneysofficers, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, attorneys and employees, officerswhether past, directors and all persons acting bypresent or future (the "Company Released Parties"), through, under, or in concert with them, or any of them (hereinafter the “Releasees”) from any and all manner of claimsagreements, actions, causes of actionsuits, in law or in equitydebts, demands, rightsdamages, claims, judgments or damages liabilities of any kind or nature which Employee may now have, or ever haveincluding costs and attorneys' fees, whether known or unknown, fixed arising on or contingentbefore of the date hereof, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this Release. The Claims released hereunder specifically includeincluding, but are not limited to, any all claims arising out of Employee's employment with or separation from the Company, and all claims for fraud; breach of contract; , wrongful discharge, misrepresentation, defamation, violation of public policy, breach of the implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of , personal injury, emotional distress; intentional , sexual harassment, and age, race, sex or negligent misrepresentation; conspiracy; failure to pay wagesother prohibited discrimination, benefitsand all liabilities for the payment of any sums for accrued earnings, vacation paybonuses, stock options or other stock rights, severance pay, commissionssick leave or holiday plans, equityand any employee benefits, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; but excluding (i) any claim for breach of this Agreement, (ii) any claim that Employee may make under the Company's directors and officers' insurance policy now or in the future or (iii) any claim for indemnification that Employee may have under the By-Laws of the Company.
b. Employee specifically agrees that included in the foregoing release is the waiver and release of the Company from all claims he may have as of the date he signs this Agreement regarding claims or rights arising under the Age Discrimination in Employment ActAct of 1967, as amended, 29 U.S.C. § ss. 621 et seq("ADEA"). (“ADEA”); This paragraph does not waive rights or claims that may arise under the Older Workers’ Protection Benefit Act of 1990; Title VII of ADEA after the Civil Rights Act of 1964date Employee signs this Agreement.
c. To the maximum extent permitted by law, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); and covenants not to sue or to institxxx or cause to be instituted any action in any federal, state or local laws agency or court against any of similar effectthe Company Released Parties with respect to any claim that is released in this Section 7.
d. Employee agrees that Company has advised Employee to consult an attorney prior to signing this Agreement and that he has done so.
Appears in 1 contract
Samples: Settlement Agreement (Icoa Inc)
Release by Employee. In exchange for the benefits set forth in the Separation and Release Agreement entered into by and between the Company and Employee, dated as of March 14, 2022, (the “Agreement”) to which this Release is an exhibit, and for other good and valuable consideration, the receipt and adequacy of which are Employee hereby acknowledged, Employee agrees unconditionally releases and forever to release discharges Boston Scientific and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, its subsidiaries, affiliates, associates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assignsand assigns and the Directors, officers, shareholders, insurers, ownersplans, employees, officers, directors representatives and agents of each of the foregoing (collectively "Releasees") of and from the following as of the date of Employee's execution of this Agreement:
(a) Any and all persons acting byclaims, throughdemands, underand liabilities whatsoever of every name and nature (other than those arising directly out of this Agreement), including (without limitation) any claim in the nature of so-called whistleblower complaints to the extent permitted by applicable law, and any and all claims, demands and liabilities with respect to Employee's employment or the terms and conditions of his employment, benefits or compensation which Employee has against Releasees, or ever had;
(b) As included in concert with themthe above, without limitation, all claims known or unknown for tortious injury, breach of contract, and wrongful discharge (including without limitation, any claim for constructive discharge), all claims for infliction of emotional distress, all claims for slander, libel, or any defamation of them character, all claims of retaliation, and all claims for attorneys' fees, as related to Employee's employment, or the terms and conditions of his employment, benefits, or compensation; and
(hereinafter the “Releasees”c) Employee specifically releases and forever discharges Releasees from any and all manner claims based upon any allegation of claims, actions, causes of action, in law or in equity, demands, rights, or damages of any kind or nature which Employee may now have, or ever have, whether known or unknown, fixed or contingentemployment discrimination, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this Release. The Claims released hereunder specifically include, but are not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; without limitation) discrimination or harassment on the basis of pregnancy, race, color, sex, gendersexual orientation, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; age (including any claim under pursuant to the Federal Age Discrimination in Employment ActAct ("ADEA")), as amendedgenetic information, 29 U.S.C. § 621 et seqreligion, disability or national origin.
(d) Employee acknowledges that he has been given the opportunity, if he so desires, to consider this Agreement for twenty-one (21) days before executing it. In the event that Employee executes the Agreement within less than twenty-one (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII 21) days of the Civil Rights Act date of 1964its delivery to him, as amended, by he acknowledges that such decision was entirely voluntary and that he had the Civil Rights Act opportunity to consider this Agreement for the entire twenty-one (21) day period. Boston Scientific acknowledges that for a period of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); seven (7) days from the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seq. date of the Code execution of Virginia; this Agreement, Employee shall retain the Virginia Payment of Wage Lawright to revoke this Agreement by written notice to Boston Scientific, § 40.1-29c/o James R. Tobin, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8President and CEO, et seq. of the Code of VirginiaBoston Scientific Corporation, other Virginia statutes and regulations); and any federal, state or local laws of similar effect.Onx Xxxxxx
Appears in 1 contract
Samples: Agreement and General Release of All Claims (Boston Scientific Corp)
Release by Employee. In exchange for the payments and benefits set forth in the Separation provided to Employee pursuant to that certain Amended and Release Restated Employment Agreement entered into by and between the Company and Employee, dated as of March 14, 2022, [________] (the “Agreement”) to which this Release is an exhibit, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee agrees knowingly, voluntarily, unconditionally and forever to release and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, employees, officers, directors and all persons acting by, through, under, or in concert with them, or any of them (hereinafter the “Releasees”) from any and all manner of claims, actions, causes of action, in law or in equity, demands, rights, or damages of any kind or nature which Employee he or she may now have, or ever havehad, whether known or unknown, fixed or contingent, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this Release. The Claims released hereunder specifically include, but are not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim related in any way to Employee’s employment or the termination thereof, including but not limited to sexual harassment, negligence, any claims arising under tort or common law, constructive discharge, whistleblower claims; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification ActAct (“WARN”), as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; the Virginia Human Rights Georgia Equal Pay Act (GEPA); the Georgia Prohibition of Age Discrimination in Employment Act, § 2.2-3900, et seq. ; the Georgia Equal Employment for Persons with Disabilities Code (GEEPDC); the Georgia Discriminatory Wage Practices Based on Sex Act; the Constitution of the Code of VirginiaUnited States; the Virginia Payment of Wage Law, § 40.1-29, et seq. Constitution of the Code State of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations)Georgia; and any and all other causes of action arising under federal, state state, and local statutes, rules, regulations, ordinances, or local laws of similar effectorders to the fullest extent allowable.
Appears in 1 contract
Release by Employee. In exchange for the benefits set forth in the Separation and Release Agreement entered into by and between the Company and Employee, dated as of March 14, 2022, (the “Agreement”) to which this Release is an exhibit, and for other good and valuable consideration, the receipt and adequacy of which are You hereby acknowledged, Employee agrees unconditionally release and forever to release discharge BSC and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, its subsidiaries, affiliates, associates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assignsand assigns and the Directors, insurersofficers, ownersshareholders, employees, officers, directors representatives and all persons acting by, through, under, or in concert with them, or any agents of them each of the foregoing (hereinafter the collectively “Releasees”) of and from the following as of the date of your execution of this Agreement:
(a) Any and all claims, demands, and liabilities whatsoever of every name and nature (other than those arising directly out of this Agreement and/or the Directors and Officers Indemnification Agreement referenced below, and those you may have for workers compensation benefits, equity, BSC’s 401(k) plan and deferred compensation plan, that, in each instance, are vested as of the Separation Date, or under COBRA or unemployment compensation), including (without limitation) any claim in the nature of so-called whistleblower complaints to the extent permitted by applicable law, and any and all claims, demands and liabilities with respect to your employment or the terms and conditions or notice of termination or termination of your employment, benefits or compensation which you have against Releasees, or ever had;
(b) As included in the above, without limitation, all claims known or unknown for tortious injury, breach of contract (other than claims for breach of this Agreement and/or the Directors and Officers Indemnification Agreement referenced below), and wrongful discharge (including without limitation, any claim for constructive discharge), all claims for infliction of emotional distress, all claims for slander, libel, or defamation of character, all claims of retaliation, and all claims for attorneys’ fees, as related to your employment, or the terms and conditions or notice of termination or termination of your employment, benefits, or compensation; and
(c) You specifically release and forever discharge Releasees from any and all manner claims based upon any allegation of claims, actions, causes of action, in law or in equity, demands, rights, or damages of any kind or nature which Employee may now have, or ever have, whether known or unknown, fixed or contingentemployment discrimination, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this Release. The Claims released hereunder specifically include, but are not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; without limitation) discrimination or harassment on the basis of pregnancy, race, color, sex, gendersexual orientation, national origin, ancestryage, religion, disability, handicap, medical condition, marital status, sexual orientation genetic testing or national origin; provided that this sentence shall not have any effect on your ability to participate in any investigation or proceedings conducted by the Equal Employment Opportunity Commission (“EEOC,” which term hereinafter shall be deemed to refer to the EEOC or any other protected categorystate or local fair employment practices agency); provided, however, that you do release your right to secure damages for any claim alleged discriminatory, harassing or retaliatory treatment.
(d) In accordance with the Older Workers Benefit Protection Act, you expressly acknowledge and agree that, by entering into this Agreement, you are waiving any and all rights or claims that you may have under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. Act of 1967 (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, by arising on or before the Civil Rights Act of 1991date you execute this Agreement. You further expressly acknowledge and agree that you have been given the opportunity, 42 U.S.C. § 2000 et seq.; Equal Pay Actif you so desire, as amended, 29 U.S.C. § 206(d); to consider this Agreement for twenty-one (21) days before executing it. In the Civil Rights Act of 1866, 42 U.S.C. § 1981; event that you execute the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2Agreement within less than twenty-3900, et seq. one (21) days of the Code date of Virginia; its delivery to you, you acknowledge that such decision was entirely voluntary and that you had the Virginia Payment opportunity to consider this Agreement for the entire twenty-one (21) day period. You agree that any modifications, material or otherwise, made to this Agreement do not restart or affect in any manner the original twenty-one (21) day consideration period. BSC acknowledges that for a period of Wage Law, § 40.1-29, et seq. seven (7) days from the date of the Code execution of Virginia; this Agreement, you shall retain the Virginia Minimum Wage Act § 40.1right to revoke this Agreement by written notice to Boston Scientific c/o Xxxxx Xxxxxxxxxx, Xx. Vice President, Human Resources, Xxx Xxxxxx Xxxxxxxxxx Xxxxx, Xxxxxx, XX 00000-28.80000, et seqor her successor, and that this express Agreement shall not become effective or enforceable until the date such revocation period expires (the “Effective Date”). of the Code of VirginiaTherefore, no BSC obligations will be met and payments called for by BSC under Paragraph 2, other Virginia statutes and regulations); and any federalthan Paragraph 2(c) hereto, state or local laws of similar effectshall not be made until after the Effective Date.
Appears in 1 contract
Samples: Transition and Separation Agreement (Boston Scientific Corp)
Release by Employee. In exchange (a) Except for the benefits set forth in those obligations of EMCORE Corporation, a New Jersey corporation (“Employer”) created by or arising out of this General Release Agreement (this “Release”) and the Separation and General Release Agreement entered into by between Employer and between the Company and Xxxxx Xxx (“Employee”) on December 4, dated as of March 14, 2022, 2018 (the “Separation Agreement”) ), Employee hereby acknowledges full and complete satisfaction of and releases and discharges and covenants not to which this Release is an exhibitxxx Employer and each of its affiliated entities, and for other good each of their directors, managers, officers, members, shareholders, representatives, assignees, and valuable considerationsuccessors, the receipt and adequacy of which are hereby acknowledged, Employee agrees unconditionally and forever to release and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents(collectively, subsidiaries, affiliates, associates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, employees, officers, directors and all persons acting by, through, under, or in concert with them, or any of them (hereinafter the “Releasees”) ), from and with respect to any and all manner of claims, actionswages, agreements, obligations, demands and causes of action, in law or in equity, demands, rights, or damages of any kind or nature which Employee may now have, or ever have, whether known or unknown, fixed suspected or contingentunsuspected, including by Employee arising out of or in any claimsway connected with Employee’s employment relationship with Employer, causes of action or demands Employee’s separation from employment with Employer, or any other transactions, occurrences, losses, damages or injuries, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of any nature of the Releasees, committed or omitted prior to the date that Employee signs this Release, whether based on contract, tort, or any federal, foreign, state or local common law, regulation, constitution or statute (hereinafter called including but not limited to the various non-discrimination statutes under federal and applicable state law) (collectively, “Claims”); provided, however, that the following obligations of Employer to Employee shall not be considered Claims subject to the releases set forth herein: (i) any right to a defense and/or indemnification that Employee may have under California Labor Code section 2802, under the Employment Agreement or under Employer’s charter or by-laws, or any defense and indemnification policy or agreement covering Employee, (ii) any vested benefits payable under, and pursuant to the terms of, any retirement plan (excluding any severance benefits) covering Employee, and (iii) any claims that cannot be released as a matter of applicable law. Employee agrees to withdraw with prejudice all complaints or charges, if any, that Employee now has or may hereafter have filed against any of the Releasees in any court, agency, or other forum with regard to any Claims.
(b) This Release is intended to be effective as a bar to all Claims. Accordingly, Employee hereby expressly waives any rights and benefits related thereto conferred by reason any rule of law or any legal decision, including under Section 1542 of the California Civil Code, which provides: In furtherance of this intention, Employee hereby expressly consents that this Release will be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected Claims. Employee understands and hereby acknowledges the significance and consequences of such release and waiver.
(c) Employee represents that, as of the date hereof, Employee has not filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against any of the Releasees in any court or with any governmental agency. Employee agrees that, to the fullest extent permitted by law, he will not prosecute, nor allow to be prosecuted on his behalf, in any state or federal administrative agency, or in any state or federal court, any claim or demand of any type related to the matters released above. Employee warrants that there has been no assignment or other transfer of any interest in any claim within the scope of the release of claims herein, and all actsEmployee agrees to defend, omissionsindemnify and hold the Releasees harmless from any claims, events liabilities, demands, damages, costs, expenses and attorneys’ fees incurred as a result of any person asserting any such assignment or facts occurring transfer of any rights or existing prior claims under such assignment or transfer.
(d) Notwithstanding anything to Employee’s execution the contrary herein, the release contained in this Section 1 does not prohibit Employee from filing a charge with the Equal Employment Opportunity Commission (the “EEOC”) or the California Department of this ReleaseFair Employment and Housing (“DFEH”) or participating in an EEOC or DFEH investigation. The Claims released hereunder specifically includeEmployee does agree to waive his right to receive any monetary or other recovery should any claim be pursued with the EEOC, but are not limited toDFEH, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); and any federal, state or local laws administrative agency on his behalf arising out of similar effector related to his employment with and/or separation from Employer or any other Releasee. In addition, nothing in this Release or the Separation Agreement prohibits Employee from reporting possible violations of federal law or regulation to any governmental agency or entity, making other disclosures that are protected under the whistleblower provisions of federal law or regulation or accepting a whistleblower award under the whistleblower provisions of federal law or regulation. Employee does not need any prior authorization to make any such reports or disclosures, is not required to notify the Company of such reports or disclosures and is not releasing any Claims related to the right to make such disclosures or to accept such award.
Appears in 1 contract
Samples: Separation and General Release Agreement (Emcore Corp)
Release by Employee. In exchange for the benefits promises in this Agreement, you agree to irrevocably and unconditionally release all Claims you may now have or that you could have asserted against the Released Parties as set forth in the Separation this section. The “Released Parties” are Rackspace US, Inc., Rackspace Hosting, Inc., Datapipe, Inc. and Release Agreement entered into by and between the Company and Employee, dated as all of March 14, 2022, (the “Agreement”) to which this Release is an exhibit, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee agrees unconditionally and forever to release and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective affiliates, subsidiaries, related companies, partnerships, or joint ventures, and, with respect to each of them, their predecessors and successors; and with respect to each entity, all of its past and present parentsemployees, subsidiariesofficers, affiliatesdirectors, associatesfiduciaries, membersagents, administrators, stockholders, employee benefit plansowners, investors, and representatives, assigns, attorneys, agents, representativesboth in their individual and corporate capacities, partners, joint venturers, predecessors, successors, assigns, insurers, owners, employees, officers, directors and all any other persons acting by, through, under, under or in concert with them, or any of them (hereinafter the “Releasees”) from persons or entities listed in this subsection. You understand and agree that you are waiving and releasing all claims against the Released Parties, of any and all manner of known claims, actionspromises, causes of action, in law or in equity, demands, rights, or damages of any kind or nature which Employee may now have, or ever have, whether known or unknown, fixed or contingent, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this Release. The Claims released hereunder specifically include, but are not limited to, any claims for fraud; to breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; , conversion, invasion of privacy; , intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefitspromissory estoppel, vacation payequitable estoppel, severance payassault, commissionsbattery, equitydefamation, attorneys’ feesdisparagement, or other compensation negligence, fraud, torts, and any and all similar rights of any sort; failure to accommodate disabilitytype (“Released Claims” or “Claim(s)”) that you may have against any Released Party. You further understand that the Claims that you are releasing may arise under many different laws (including statutes, including pregnancy; discrimination or harassment on the basis of pregnancyregulations, raceother administrative guidance, colorand common law doctrines), sexincluding, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under but not limited to: the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act Act; Section 1981 of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.Act; Executive Order 11246; the Equal Pay Act; Xxxxx Xxxxxxxxx Fair Pay Act; the Americans with Disabilities Act, as amended, 29 U.S.C. § 206(d)Section 503 and 504 of the Rehabilitation Act; the Civil Rights Act of 1866, 42 U.S.C. § 1981Genetic Information Nondiscrimination Act; the Family and Medical Leave Act Texas Workers’ Compensation Act; Chapter 21 of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.Texas Labor Code; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Employee Retirement Income Security Act; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human National Labor Relations Act; the Family and Medical Leave Act; the Uniformed Services Employment and Reemployment Rights Act, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of VirginiaDefend Trade Secrets Act; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); and any federal, state state, or local laws restricting an employer’s right to terminate employees, or otherwise regulating employment; any federal, state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; Claims for physical or personal injury (including, but not limited to, Claims based on the negligence of the Released Parties), wrongful discharge, intentional infliction of emotional distress, fraud, fraud in the inducement, negligent misrepresentation, negligent infliction of emotional distress, defamation, invasion of privacy, conversion, theft, interference with contract or with prospective economic advantage, negligent investigation, claims for wages, severance, bonus, salary, commission and/or benefits, breach of express or implied contract, and breach of covenants of good faith and fair dealing, and similar effector related Claims. Nothing in this section is intended to limit or restrict any rights that cannot, by express and unequivocal terms of law, be limited, waived, or extinguished.
Appears in 1 contract
Release by Employee. In exchange Except for the benefits set forth in the Separation and Release Agreement entered into by and between obligations of the Company to you under this agreement and Employeevested benefits payable to you under the Company's benefit programs, dated as in consideration of March 14the severance benefits provided to you by the Company, 2022you, for yourself, your successors, heirs, legatees, personal and legal representatives, and assigns (the “Agreement”) to which this Release is an exhibit"Releasors"), and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee agrees unconditionally and forever to release and discharge the Company and the Company’s affiliated, relatedits officers, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associates, membersdirectors, stockholders, employee benefit plans, attorneysemployees, agents, representativescorporate affiliates, partnerscontrolling persons, joint venturers, predecessors, and successors, assigns, insurers, owners, employees, officers, directors and all persons acting by, through, under, or in concert with them, or any of them their representatives (hereinafter the “"Releasees”") from any and all manner of claims, actionsdemands, causes of action, suits, contracts or liabilities whatsoever, in law or in equity, demands, rights, or damages of any kind or nature which Employee may now have, or ever have, whether known or unknownunknown or suspected to exist by you, fixed which you have had or contingentmay now have against the Company or any of such related parties arising from or connected with your employment with the Company or the termination of that employment, including but specifically excluding whatever rights the Releasors might have to indemnification or payment of expenses arising under the Company's charter or bylaws or any claims, other source (the "Release"). Such claims or causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this Release. The Claims released hereunder specifically shall include, but are not be limited to, any claims claims, demands, suits or causes of action (i) in connection with any privacy right, civil rights claim, claim for fraudemotional and mental distress, your employment with the Company; breach or the termination of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful that employment, or unlawful discharge (ii) pursuant to any federal, state, or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wageslocal employment laws, benefitsregulations, vacation pay, severance pay, commissions, equity, attorneys’ feesexecutive orders, or other compensation of any sort; failure to accommodate disabilityrequirements, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, without limitation those that may relate to sex, genderrace or other forms of discrimination, national originincluding, ancestrywithout limitation, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amendedThe Americans With Disabilities Act, by and the Age Discrimination in Employment Act Title VII of the Civil Rights Act of 19911964; provided, 42 U.S.C. § 2000 et seq.; Equal Pay Acthowever, that this Release covers only claims that you may have under the Age Discrimination in Employment Act as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code effective date of Virginia; this Release. Without limiting the Virginia Payment of Wage Law, § 40.1-29, et seq. generality of the Code foregoing, you hereby acknowledge and covenant that you have knowingly relinquished and forever released any and all rights and remedies which might otherwise be available to you, including claims for back pay, liquidated damages, recovery of Virginia; the Virginia Minimum Wage Act § 40.1-28.8interest, et seq. of the Code of Virginiacosts, other Virginia statutes and regulations); punitive damages or attorneys' fees, and any federal, state claims for employment or local laws of similar effectre-employment with the Company.
Appears in 1 contract
Release by Employee. In exchange for As a material inducement to the benefits set forth in Released Parties to ------------------- make the Separation and Release Agreement entered into by and between the Company and promises described herein, Employee, dated as of March 14for himself and his spouse, 2022heirs, (the “Agreement”) to which this Release is an exhibitrepresentatives, and for other good and valuable considerationassigns, the receipt and adequacy of which are does hereby acknowledged, Employee agrees unconditionally release and forever to release and discharge the Company Released Parties and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parentsofficers, subsidiariesdirectors, affiliatesshareholders, associatesorganizers, members, stockholders, employee benefit plans, attorneysowners, agents, representativesemployees and affiliated companies from any actions, partnerssuits, joint venturersproceedings, predecessorsclaims, successorsgrievances, assignscharges of discrimination or other claims filed with administrative agencies, insurerscauses of action or actions for reinstatement or damages, ownersdebts, employeesdues, officerssums of money, directors accounts, benefits, reckonings, covenants, contracts, agreements, promises, damages, claims for damages, costs and all persons acting byexpenses, throughattorneys' fees, under, or in concert with them, or any of them (hereinafter the “Releasees”) from and any and all manner of claims, actions, causes of action, in law or in equity, demands, rights, or damages liabilities whatsoever of any kind or nature which Employee may now have, or ever haveevery name and nature, whether known or unknown, fixed accrued or contingentunaccrued, including any claimsnow existing or which may develop in the future, causes of action in law, equity, or demands of any nature (hereinafter called “Claims”)otherwise, that which Employee ever had, now has has, or hereafter can, shall or may hereafter have against the Releasees Released Parties, their respective officers, directors, shareholders, organizers, owners, agents, employees or affiliated companies, individually, severally, jointly, collectively, derivatively or otherwise, for, upon or by reason of any and all actsmatter, omissionscause or thing whatsoever, events or facts occurring or existing prior to Employee’s execution of this Release. The Claims released hereunder specifically include, including but are not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; all charges arising out of: Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act, by as amended; the Civil Rights Older Workers' Benefit Protection Act, the Rehabilitation Act of 19911973; the Employee Retirement Income Security Act of 1974, 42 U.S.C. § 2000 et seq.as amended; Equal Pay the Americans With Disabilities Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § Sections 12101, et seq.; 42 U.S.C. -- --- Sections 1981, 1985, 1986, and 1988; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights ActConsolidated Omnibus Reconciliation Act of 1985; the Constitution, § 2.2-3900statutes, et seq. regulations or executive orders of the Code United States and/or the State of VirginiaSouth Carolina; the Virginia South Carolina Payment of Wage Law, § 40.1-29, et seq. of the Code of VirginiaWages Act; the Virginia Minimum Wage Act § 40.1-28.8common law, et seq. of the Code of Virginia, other Virginia statutes including but not limited to contractual claims and regulations)both intentional and unintentional tort claims; and any federalclaim or action, state whether known or local laws unknown, accrued or unaccrued, now existing or which may develop in the future, which Employee ever had, now has, or hereafter can, shall or may have against the Released Parties, their respective officers, directors, shareholders, organizers, owners, agents, employees or affiliated companies, individually, severally, jointly, collectively, derivatively or otherwise, arising out of, as a consequence of, for or by reason of, resulting from, or relating in any way to the relationship and severing of similar effectthis relationship between Employee, Employer and the Bank; including, but not limited to, any claims arising out of the Employment Agreement or the efforts to form the Bank r any subsequent bank, including any rights as a shareholder or any rights to any stock options, organizer warrants, or other rights to purchase or acquire shares of common stock or other equity interests; provided, however, that this Agreement shall not in any way affect the right of Employee to seek specific enforcement of this Agreement or to xxx for a breach thereof.
Appears in 1 contract
Release by Employee. In exchange As a material inducement to ROCK CREEK and XXXXXX to enter into this Agreement, EMPLOYEE individually and in his representative capacity, for the benefits set forth in the Separation himself, his heirs, executors, legal representatives, marital community and Release Agreement entered into by spouse, personal representatives, agents and between the Company assigns does hereby irrevocably and Employee, dated as of March 14, 2022, (the “Agreement”) to which this Release is an exhibit, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee agrees unconditionally and forever to release and discharge the Company ROCK CREEK and the Company’s affiliated, related, parent XXXXX XXXXXX and subsidiary corporations, as well as each of their respective past and present parentsdirectors, subsidiariesshareholders, officers, commissioners, employees, volunteers, servants, agents, partners, attorneys, affiliates, associates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partnersalter egos, joint venturersventures, predecessors, successors, assignslicensees, representatives, assignees, transferees, insurers, ownersbeneficiaries, employees, officers, directors and all persons other persons, entities, and corporations acting by, through, under, or in concert with them, or any of them on their behalf including but not limited American Alternative Insurance Corporation and Xxxxxxxxxx Claims Management Incorporated (hereinafter the collectively “Releasees”) ), from any and all manner of claims, actionsliabilities, causes of actionpromises, in law agreements, damages, debts and expenses, including reasonable attorneys’ fees and costs, alleged or in equity, demands, rightsraised in, or damages of any kind relating to issues alleged or nature which Employee may now haveraised in the Lawsuit or Arbitration Grievance, or ever haveany nature whatsoever, whether known or unknown, fixed suspected or contingentunsuspected, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this Release. The Claims released hereunder specifically includeincluding, but are not limited to, claims that in any way relate to:
(a) any and all claims for fraud; arising out of, or in any way related to, EMPLOYEE’s employment by Releasees, his termination from employment, any claim to amounts owed or attorney’s fees or costs and all claims that were asserted or could have been asserted by EMPLOYEE against Releasees, and any and all actions or omissions by Releasees through the date of this Agreement. EMPLOYEE’s release of Releasees includes, without limitation, any applicable express and implied contract and tort, equitable or statutory theory of recovery or claims, all common law claims including, but not limited to breach of contract; , wrongful discharge (including claims for constructive discharge), intentional or negligent infliction of emotional distress, misrepresentation, interference with prospective economic advantage, interference with contractual relations, defamation, negligence, or breach of implied the covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful , any and all claims under any state, federal or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disabilitylocal law, including pregnancy; discrimination or harassment on the basis of pregnancybut not limited to Idaho Code § 6-2101 and 42 U.S.C. § 1983, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; and any claim for or arising under the Age Discrimination any statutes or regulations pertaining to conditions of employment or discrimination in Employment Actemployment or leave, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; including but not limited to Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993Act; the Americans With Disabilities Act, 29 U.S.C. the Idaho Human Rights Act, Idaho Code Idaho §§ 2601 67-5901 et seq.; the Americans with Disabilities Act of 1990
(b) EMPLOYEE also acknowledges that he has received all compensation, 42 U.S.C. § 12101 et seq.; the False Claims Actwages, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Actovertime and/or liquidated damages due and owing to him from Releasees under any federal and state law including, as amendedwithout limitation, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards ActAct of 1938, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); that no such further amounts are due and any federal, state or local laws of similar effectowing.
Appears in 1 contract
Samples: Release Agreement
Release by Employee. In exchange As consideration for the benefits set forth in the Separation and Release Agreement entered into payments to be made by and between the Company and Employee, dated as of March 14, 2022, (the “Agreement”) to which this Release is an exhibit, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledgedEmployee pursuant to paragraph 2 hereof, Employee agrees unconditionally for Employee and forever for Employee's heirs, executors, administrators and assigns, to release and forever discharge the Company and the Company’s affiliated, related, all of its parent and subsidiary corporations, as well as together with each of their respective past and present parents, subsidiaries, affiliates, associates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, ownersofficers, employees, officers, directors and all persons acting byattorneys, through, under, or in concert with them, or any of them (hereinafter the “Releasees”) from and to waive any and all rights with respect to all manner of claims, actions, causes of action, in law or in equitysuits, judgments, rights, demands, rightsdebts, damages, or damages accountings of any kind whatever nature, legal, equitable or nature which Employee may now have, or ever haveadministrative, whether the same are now known or unknown, fixed or contingentwhich Employee ever had, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees claim to have, upon or by reason of the occurrence of any and all actsmatter, omissionscause or thing whatsoever up to the date of this Agreement, events including without limitation: (i) any claim whatsoever (whether under federal or facts occurring state statutory or existing prior common law) arising from or relating to Employee’s execution 's employment or changes in Employee's employment relationship with the Company and its subsidiaries, including Employee's separation, termination or resignation therefrom; (ii) all claims and rights for additional compensation or benefits of this Release. The Claims released hereunder specifically include, but are not limited to, whatever nature; (iii) any claims claim for fraud; breach of contract; breach , implied or express, impairment of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; economic opportunity, intentional or negligent infliction of emotional distress; intentional , wage or benefit claim, prima facie tort, defamation, libel, slander, negligent misrepresentation; conspiracy; failure to pay wagestermination, benefitswrongful discharge, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected categorytort, whether intentional or negligent; any claim (iv) all claims and rights under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act Acts of 1866, 42 U.S.C. § 1981; 1871, or 1991, the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Age Discrimination in Employment Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, the Americans With Disabilities Act of 1993, the Family and Medical Leave Act, all as amended, 29 U.S.C. § 1001 et seq.or any other federal, state, county or municipal statute or ordinance relating to any condition of employment or employment discrimination; and (v) all claims under Employee's Employment Agreement with the Worker Adjustment and Retraining Notification ActCompany. Notwithstanding the foregoing, as amended, 29 U.S.C. § 2101 et seq.; this release shall not (i) include any claims relating to the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seq. obligations of the Code Company under this Agreement, (ii) operate to release Employee's ownership of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. any common stock of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8Company, et seq. (iii) affect Employee's vested and accrued rights as a participant in any of the Code of VirginiaCompany's benefit plans or (iv) affect Employee's Options referred to in paragraph 2(c) above, other Virginia statutes it being understood and regulations); and any federal, state or local laws of similar effectagreed that the aforesaid items shall not be affected by this release.
Appears in 1 contract
Release by Employee. In exchange Except for the rights and benefits set forth provided or referenced in the Separation and Release Agreement entered into by and between the Company and Employee, dated as of March 14, 2022, (the “this Agreement”) to which this Release is an exhibit, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee agrees unconditionally hereby releases and forever to release discharges BSC and discharge the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, its subsidiaries, affiliates, associates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assignsand assigns and the Directors, officers, shareholders, insurers, ownersplans, employees, officers, directors representatives and all persons acting by, through, under, or in concert with them, or any agents of them each of the foregoing (hereinafter the collectively “Releasees”) of and from any and all manner the following as of claims, actions, causes the date of action, in law or in equity, demands, rights, or damages of any kind or nature which Employee may now have, or ever have, whether known or unknown, fixed or contingent, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this Release. The Claims released hereunder specifically includeAgreement:
(a) Any and all claims, but are not limited todemands, and liabilities whatsoever of every name and nature (other than those arising directly out of this Agreement), including (without limitation) any claim in the nature of so-called whistleblower complaints to the extent permitted by applicable law, and any and all claims, demands and liabilities with respect to Employee’s employment or the terms and conditions or notice of termination or termination of his employment, benefits or compensation which Employee has against Releasees, or ever had, including, without limitation, any claims for fraud; benefits under the BSC Severance Pay and Layoff Notification Plan;
(b) As included in the above, without limitation, all claims known or unknown for tortious injury, breach of contract; breach of implied covenant of good faith , and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or (including without limitation, any other type of assault and battery; invasion of privacy; intentional or negligent claim for constructive discharge), all claims for infliction of emotional distress; intentional , all claims for slander, libel, or negligent misrepresentation; conspiracy; failure to pay wagesdefamation of character, benefitsall claims of retaliation, vacation pay, severance pay, commissions, equity, and all claims for attorneys’ fees, as related to Employee’s employment, or other compensation the terms and conditions or termination of his employment, benefits, or compensation; and
(c) Employee specifically releases and forever discharges Releasees from any sort; failure to accommodate disabilityand all claims based upon any allegation of employment discrimination, including pregnancy; (without limitation) discrimination or harassment on the basis of pregnancy, race, color, sex, gendersexual orientation, national origin, ancestryage (including any claim pursuant to the Federal Age Discrimination in Employment Act (“ADEA”)), religion, disability, handicapgenetic information, medical conditionor national origin.
(d) Employee acknowledges that he has been given the opportunity, marital statusif he so desires, sexual orientation to consider this Agreement for twenty-one (21) days before executing it. In the event that Employee executes the Agreement within less than twenty-one (21) days of the date of its delivery to him, he acknowledges that such decision was entirely voluntary and that he had the opportunity to consider this Agreement for the entire twenty-one (21) day period. Employee agrees that any modifications, material or otherwise, made to this Agreement do not restart or affect in any other protected category; any claim under manner the Age Discrimination in Employment Actoriginal twenty-one (21) day consideration period. BSC acknowledges that for a period of seven (7) days from the date of the execution of this Agreement, as amendedEmployee shall retain the right to revoke this Agreement by written notice to BSC, 29 U.S.C. § 621 et seq. c/o Xxxx X. Xxxxxxx III, SVP Human Resources, and that this Agreement shall not become effective or enforceable until the date such revocation period expires (the “ADEAEffective Date”); . Therefore, no BSC obligations will be met and payment called for by BSC under Paragraph 2, above, shall not be made until the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seqEffective Date.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); and any federal, state or local laws of similar effect.
Appears in 1 contract
Release by Employee. In exchange for the payments and benefits set forth in the Separation and Release Agreement entered into by and UK settlement agreement between the Company Employee and Employee, dated as of March 14, 2022, Cognizant Worldwide Limited (the “AgreementCWW”) to which set out in Schedule One of this Release is an exhibit, and for other good and valuable considerationconsideration (the “Severance”), the receipt and adequacy of which are hereby acknowledged, Employee in executing this general release and the UK settlement agreement set out in Schedule One of this Release, Employee, individually and for Employee’s heirs, successors, administrators and assigns, agrees unconditionally and forever to release and discharge CWW, the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, employees, officers, directors and all persons acting by, through, under, or in concert with them, or any of them (hereinafter the “Releasees”) from any and all manner of claims, actions, causes of action, in law or in equity, demands, rights, or damages of any kind or nature which Employee he may now have, or ever have, whether known or unknown, fixed or contingent, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this ReleaseRelease which arise in connection with or relate to Employee’s employment with CWW or termination therefrom. The Claims released hereunder specifically include, but are not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq.; the Virginia New York State Human Rights Act, § 2.2-3900the New York City Human Rights Act, et seq. the New York State Labor Law, the discrimination or retaliation provisions of the Code of Virginia; the Virginia Payment of Wage New York State Workers’ Compensation Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); and any federal, state or local laws of similar effect. This Release shall not apply to: the Company’s or CWW’s obligations to provide the Severance (as set out in Clause 4 of Schedule One of this Release); Employee’s right to indemnification under any applicable indemnification agreement with the Company, the Company’s governing documents or applicable law and under any applicable directors’ and officers’ or other third party liability insurance policy(ies); Employee’s right to assert claims for workers’ compensation or unemployment benefits; Employee’s right to bring to the attention of the Equal Employment Opportunity Commission (“EEOC”) claims of discrimination (provided, however, that Employee releases his right to secure any damages for alleged discriminatory treatment); any right to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator; any right to file an unfair labor practice charge under the National Labor Relations Act (“NLRA”); Employee’s vested rights under any retirement or welfare benefit plan of the Company; Employee’s rights in his capacity as an equity holder of the Company; or any other rights that may not be waived by an employee under applicable law.
Appears in 1 contract
Samples: General Release (Cognizant Technology Solutions Corp)
Release by Employee. In exchange Employee agrees for the benefits set forth in the Separation and Release Agreement entered into by and between the Company and Employee, dated as of March 14Employee’s heirs, 2022executors, (the “Agreement”) administrators, successors and assigns to which this Release is an exhibit, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee agrees unconditionally and forever to release and discharge the Company Employer and the Company’s affiliatedits subsidiaries, relatedrelated companies, parent and subsidiary corporations, as well as their respective past and present parents, subsidiariessuccessors and assigns, affiliatesofficers, associatesdirectors, members, stockholders, employee benefit plansagents, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, employees, officers, directors employees and all persons acting by, through, under, or in concert with them, or any of them (hereinafter the “Releasees”) former employees from any and all manner of claims, actionsdebts, promises, agreements, demands, causes of action, in law or in equityattorneys’ fees, demandslosses and expenses of every nature whatsoever, rights, or damages of any kind or nature which Employee may now have, or ever have, whether known or unknown, fixed suspected or contingentunsuspected, including any claimsfiled or unfiled, causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing arising prior to the Effective Date of this Agreement, or arising out of or in connection with Employee’s execution of this Releaseemployment by and termination from Employer. The Claims released hereunder specifically includeThis total release includes, but are is not limited to, any all claims for fraudarising directly or indirectly from Employee’s employment with Employer and the termination of that employment; claims or demands related to salary, bonuses, commissions, stock, stock options, vacation pay, fringe benefits and expense reimbursements pursuant to any, state or local law; causes of action, including, but not limited to, breach of contract; , breach of the implied covenant of good faith and fair dealing; inducement , infliction of breach; interference with contract; emotional harm, wrongful or unlawful discharge or demotion; discharge, violation of public policy; sexual or any other type , defamation and impairment of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected categoryeconomic opportunity; any claim under claims for violation of the; any claims for violation of the Age Texas Employment Discrimination in Employment Actor Harassment Laws, as amended, 29 U.S.C. § 621 et seq. (“ADEA”)the Texas Constitution, and the Employee Polygraph Protection Act; any claims for violation of the Older Workers’ Protection Benefit Civil Rights Act of 1990; 1866, Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Age Discrimination in Employment Act of 19911967, 42 U.S.C. § 2000 et seq.; Equal Pay the Older Workers’ Benefit Protection Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the California and Federal Family and Medical Leave Acts, Section 503 of the Rehabilitation Act of 19931973, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seqand the Americans With Disabilities Act of 1990; the Virginia Human Rights Actor any other facts, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations); and any federal, state transactions or local laws of similar effectoccurrences relating to Employee’s employment with Employer.
Appears in 1 contract
Release by Employee. In exchange for the benefits set forth in the Separation and Release Agreement entered into by and between the Company and Employee, dated as on his own behalf and on behalf of March 14any present and future spouse, 2022heirs, (the “Agreement”) to which this Release is an exhibitestate, successors and for other good and valuable considerationassigns, the receipt and adequacy of which are hereby acknowledgedirrevocably, Employee agrees unconditionally fully, finally and forever to release releases and discharge the Company and discharges the Company’s affiliated, related, parent Metretek and subsidiary corporations, as well as their respective past Mercator and present any parents, subsidiaries, affiliatesaffiliates and their respective officers, associatesdirectors, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, ownersshareholders, employees, officersagents and representatives, directors and all persons acting by, through, under, or in concert with them, or any of them their successors and assigns (hereinafter the “Releasees”"Company Released Parties") from and against any and all manner of claims, actions, causes of action, in law or in equity, demands, rightsobligations, or damages responsibilities and causes of actions of any kind or nature which Employee may now have, or ever havewhatsoever, whether statutory, tort, contract or any other theory of recovery, in law or equity, and whether now known or unknown, fixed or contingent, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that which Employee now has has, ever had or in the future may hereafter have against the Releasees by reason of accruing on or at any and all acts, omissions, events or facts occurring or existing time prior to the date hereof, based on or in any way relating to the Company, Metretek or Mercator, and the Termination Instruments and Employee’s execution 's employment with the Company or the termination of this Release. The Claims released hereunder specifically includethat employment, including, but are not limited to, any and all claims for fraud; breach of contract; breach Employee:
(i) arising or which may arise out of implied covenant of good faith and fair dealing; inducement of breach; interference or relating to Employee's relationship with contract; wrongful the Company, Metretek or unlawful discharge or demotion; violation of public policy; sexual Mercator as an officer, director, employee, shareholder, creditor or any other type capacity;
(ii) arising under the Terminated Instruments and any other contract, expressed or implied, written or oral (except as otherwise expressly provided herein);
(iii) for wrongful dismissal or termination of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure employment;
(iv) relating to pay back wages, salary, overtime, bonuses, commissions, reinstatement, insurance coverage, benefits, vacation paypremiums, severance paymedical expenses, commissions, equity, attorneys’ feesbusiness expenses, or other employee compensation of or benefits;
(v) arising under any sort; failure applicable federal, state, local or foreign statute, law, order, ordinance, regulation or the like, or case law, that relate to accommodate disabilityemployment or employment practices, including pregnancy; those that prohibit discrimination or harassment on the basis of pregnancybased upon age, race, color, religion, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation disability or any other protected category; characteristic or unlawful basis, including, but not limited to, any claim under the Age Discrimination in Employment Act, Act of 1967 (as amended, 29 U.S.C. § 621 et seq. (“ADEA”); amended by the Older Workers’ Worker's Benefit Protection Benefit Act of 1990; Title VII of ), the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; the Equal Pay Act of 1963, the Fair Labor Standards Act, as amended, 29 U.S.C. § 206(d); Section 1981 of the Civil Rights Act Acts of 18661866 and 1871, 42 U.S.C. § 1981; the Vietnam Era Veterans Readjustment Assistance Act, the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security ActAct of 1990, the American with Disability Act of 1992 (each of such Acts, as amended), 29 U.S.C. § 1001 et seq.; and any similar statutes, laws, orders, ordinances, regulations or the Worker Adjustment and Retraining Notification Actlike, as amendedor case law, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code State of VirginiaColorado, or any political subdivision thereof;
(vi) arising under or based upon any other federal, state, local or foreign statute, law, order, rule, regulation, ordinance on the like, or case law;
(vii) related to wrongful or retaliatory discharge, breach of contract, harassment, tortious or harassing conduct, breach of public policy, infliction of emotional or mental injury or distress, physical or mental injury, pain and suffering, negligent and intentional torts, fraud, misrepresentation, defamation, libel, slander, interference with contract, breach of fiduciary duty or any other theory of recovery by Employee as an employee or concerning compensation, wages, hours, or terms or conditions; and
(viii) any and all claims for damages, including without limitation, punitive or compensatory damages, or for attorney's fees, expenses, costs, wages, injunctive or equitable relief; provided, however, that such release and discharge shall not apply to the Virginia Payment Company's obligations to indemnify and hold Employee harmless from and against any and all costs, including attorney's fees, and liabilities that Employee may incur as a result of Wage Lawhaving been an officer, § 40.1-29, et seq. director or employee of the Code Company, and the Company hereby agrees to indemnify and hold Employee harmless from and against any and all costs and liabilities to the extent permitted by Delaware laws and the Company's Certificate of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes Incorporation and regulations); and any federal, state or local laws of similar effectBylaws.
Appears in 1 contract
Release by Employee. In exchange for the payments and benefits set forth in Section 9(a) of the Separation Executive Employment and Release Non-Disclosure, Non-Competition and Invention Assignment Agreement entered into by and between the Company Employee and Employee, Cognizant Worldwide Limited (“CWW”) dated as of March 14, 2022, 1 April 2019 (the “Executive Agreement”) to which this Release is an exhibit, and for other good and valuable considerationconsideration (the “Severance”), the receipt and adequacy of which are hereby acknowledged, in executing this general release and the UK settlement agreement set out in Schedule One of this Release, Employee agrees unconditionally and forever to release and discharge CWW, the Company and the Company’s affiliated, related, parent and subsidiary corporations, as well as their respective past and present parents, subsidiaries, affiliates, associates, members, stockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, employees, officers, directors and all persons acting by, through, under, or in concert with them, or any of them (hereinafter the “Releasees”) from any and all manner of claims, actions, causes of action, in law or in equity, demands, rights, or damages of any kind or nature which Employee he may now have, or ever have, whether known or unknown, fixed or contingent, including any claims, causes of action or demands of any nature (hereinafter called “Claims”), that Employee now has or may hereafter have against the Releasees by reason of any and all acts, omissions, events or facts occurring or existing prior to Employee’s execution of this ReleaseRelease which arise in connection with or relate to Employee’s employment with CWW or termination therefrom. The Claims released hereunder specifically include, but are not limited to, any claims for fraud; breach of contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with contract; wrongful or unlawful discharge or demotion; violation of public policy; sexual or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, severance pay, commissions, equity, attorneys’ fees, or other compensation of any sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended, by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq.; the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, 29 U.S.C. § 215 et seq; the Virginia Human Rights Act, § 2.2-3900, et seq. of the Code of Virginia; the Virginia Payment of Wage Law, § 40.1-29, et seq. of the Code of Virginia; the Virginia Minimum Wage Act § 40.1-28.8, et seq. of the Code of Virginia, other Virginia statutes and regulations).; and any federal, state or local laws of similar effect.
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Samples: Employment Agreement (Cognizant Technology Solutions Corp)