Release by Employee. Employee on behalf of himself, his descendants, dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to xxx and fully releases and discharges each of Holdings, AMCE and AMC and each of its respective parents, subsidiaries and affiliates, past and present, as well as its and their trustees, directors, officers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present, and each of them, hereinafter together and collectively referred to as the "Releasees," with respect to and from any and all claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys' fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releasees, arising out of or in any way connected with his service as an officer, director, employee, member or manager of any Releasee, his separation from his position as an officer, director, employee, manager and/or member, as applicable, of any Releasee, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to the date of this Separation Agreement including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Family and Medical Leave Act of 1993, and applicable state and local law or any claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, workers' compensation or disability; provided that such release shall not apply to (1) the benefits due to Employee under Section II in connection with the execution and delivery of this Separation Agreement; (2) the equity-based awards previously granted by the Company to Employee as referred to in Exhibit D hereto (which shall be governed by and subject to termination pursuant to the terms and conditions of the written agreements evidencing the applicable awards) and any rights Employee has to the put right set forth in Section IX.B; (3) any right that Employee may have to indemnification pursuant to the Company's certificate of incorporation, bylaws, Section 8 of the Employment Agreement (as defined in Section IX.B) or under applicable laws with respect to any losses that Employee may have incurred or may in the future incur with respect to his past service as an officer or employee of the Company; and (4) with respect to any such losses, any rights that Employee may have to insurance coverage for such losses under any Company directors and officers liability insurance policy. In addition, this release does not cover any claim that cannot be released as a matter of applicable law.
Appears in 3 contracts
Samples: Employment Separation and General Release Agreement, Employment Separation and General Release Agreement (Amc Entertainment Inc), Employment Separation and General Release Agreement (Marquee Holdings Inc.)
Release by Employee. In exchange for the valuable consideration described herein, to which Employee on behalf would not otherwise be entitled and the adequacy of which is hereby acknowledged, by signing this Agreement Employee, for himself, his descendantsspouse, dependentshis marital community, and anyone who has or obtains legal rights or claims through him, agrees to the following:
a. Employee hereby forever releases and discharges Company, including all of their past and present Employee benefit and pension plans and funds, divisions, subsidiaries, affiliated entities, successors, assigns, heirs, executorspredecessors in interest, joint ventures, commonly controlled corporations and related entities, and all of their past and present agents, Employees, representatives, officers, directors, shareholders, attorneys, accountants, insurers, reinsurers, fiduciaries, administrators, assigns, and successors, and each of them, hereby covenants not to xxx and fully releases and discharges each of Holdings, AMCE and AMC and each of its respective parents, subsidiaries and affiliates, past and present, as well as its and their trustees, directors, officers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present, and each of them, hereinafter together and whether acting as an agent for Company or in an individual or any other capacity (collectively referred to as the "Releasees," with respect to and “Released Parties”) from any and all causes of actions, charges, complaints, suits, claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys' feeslosses, damages, rights, judgments, orders attorneys’ fees or other fees, expenses, bonds, bills, penalties, fines, and all other liabilities of whatever any kind or nature in law, equity or otherwisewhatsoever, whether now known or unknown, suspected or unsuspected, and whether fixed or contingent, including but not concealed or hidden, which he now owns or holds or he has at limited to those arising from any time heretofore owned or held or may in the future hold as against any of said Releasees, arising out of or in any way connected with his service as an officer, director, employee, member or manager of any Releasee, his separation from his position as an officer, director, employee, manager and/or member, as applicable, of any Releasee, or any other transactions, occurrences, acts or omissions occurring up to and including the date Employee signs this Agreement, including those arising under any theory of law, whether common, constitutional, statutory or other of any lossjurisdiction, damage foreign or injury whateverdomestic, whether known or unknown, suspected whether in law or unsuspectedin equity, resulting from which Employee or they had or may claim to have by reason of any act actual, alleged or omission by threatened act, omission, transaction, practice, plan, policy, procedure, conduct, statement, occurrence or on the part of said Releaseesother matter, or any of them, committed number or omitted prior to the date of this Separation Agreement including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Family and Medical Leave Act of 1993, and applicable state and local law or any claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, workers' compensation or disability; provided that such release shall not apply to (1) the benefits due to Employee under Section II in connection with the execution and delivery of this Separation Agreement; (2) the equity-based awards previously granted by the Company to Employee as referred to in Exhibit D hereto (which shall be governed by and subject to termination pursuant to the terms and conditions of the written agreements evidencing the applicable awards) and any rights Employee has to the put right set forth in Section IX.B; (3) any right that Employee may have to indemnification pursuant to the Company's certificate of incorporation, bylaws, Section 8 of the Employment Agreement (as defined in Section IX.B) or under applicable laws with respect to any losses that Employee may have incurred or may in the future incur with respect to his past service as an officer or employee of the Company; and (4) with respect to any such losses, any rights that Employee may have to insurance coverage for such losses under any Company directors and officers liability insurance policy. In addition, this release does not cover any claim that cannot be released as a matter of applicable lawcombination thereof.
Appears in 2 contracts
Samples: Retirement Agreement (Vertiv Holdings Co), Confidential Separation Agreement and General Release and Waiver of Claims (Vertiv Holdings Co)
Release by Employee. In consideration of the payments and severance benefits set forth in this Agreement, which consideration and severance benefits Employee on behalf of himself, his descendants, dependents, heirs, executors, administrators, assignswas not otherwise entitled to receive, and intending to be legally bound, Employee, and all other persons or entities claiming with, by, or through his, hereby irrevocably and unconditionally releases, waives and forever discharges the Corporation, the Bank and their predecessors, successors, and each of themrepresentatives, hereby covenants not to xxx and fully releases and discharges each of Holdingsaffiliates, AMCE and AMC and each of its respective subsidiaries, parents, subsidiaries partners and affiliates, all of their present and past and present, as well as its and their trusteesshareholders, directors, officers, members, managers, partners, agents, employees and attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present, and each of all other persons or entities who could be said to be jointly or severally liable with them, hereinafter together or acting by, through, under or in concert with any of them (individually and collectively referred to as “the "Releasees," with respect to and ”) from any and all debts, liabilities, claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys' fees, damagesrights, judgments, orders obligations, demands, or suits of any and liabilities of whatever kind or nature in lawwhatsoever, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether presently asserted or not concealed asserted, accrued or hidden, which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releasees, arising out of or in any way connected with his service as an officer, director, employee, member or manager of any Releasee, his separation from his position as an officer, director, employee, manager and/or member, as applicable, of any Releasee, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whateverunaccrued, known or unknown, suspected existing or unsuspectedcontingent, resulting from any act apparent or omission by concealed (“Claims”) that Employee had, now has, or on may have or could claim to have against the part of said Releasees, or any from the beginning of them, committed or omitted prior time to the date of execution of this Separation Agreement Agreement, including, without limiting but not limited to all Claims and rights in any way arising from, might arise from, or based upon Employee’s employment with the generality Corporation or the Bank, or which relate in any way to the termination of Employee’s employment with the Corporation or the Bank, the termination of the foregoingEmployment Agreement, any claim under the Director Emeritus Agreement and also including Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the Pennsylvania Human Relations Act, the Federal Age Discrimination in Employment Act, the Family and Medical Leave Federal Older Workers Benefit Protection Act, any Whistleblower provision of any statute or law, the Employee Retirement Income Security Act of 19931974, and applicable state and local any other statute, regulation, or law or any claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, workers' compensation or disability; provided amendments thereto. Employee further agrees that such release shall not apply to (1) the payments and benefits due to Employee under Section II described in connection with the execution and delivery of this Separation Agreement; (2) the equity-based awards previously granted by the Company to Employee as referred to in Exhibit D hereto (which Agreement shall be governed by in full satisfaction of any and subject to termination pursuant to the terms and conditions of the written agreements evidencing the applicable awards) and any rights Employee has to the put right set forth in Section IX.B; (3) any right all claims for payments or benefits, whether express or implied, that Employee may have to indemnification pursuant to against the Company's certificate Releasees arising out of incorporationhis employment relationship, bylaws, Section 8 of the Employment Agreement (as defined in Section IX.B) or under applicable laws with respect to any losses that Employee may have incurred or may in the future incur with respect to his past service as an officer Employee, director, officer, or employee of the Company; Corporation or the Bank and (4) with respect to the termination thereof, including payment under the Employment Agreement. The Parties understand that by this Release, Employee is not giving up or waiving any such losses, any rights claims that Employee he may have to insurance coverage enforce this Agreement, for such losses any claims for accrued and vested benefits under any Company directors and officers liability insurance policy. In additionemployee benefit plan in which Employee has a vested interest, this release does not cover and/or for any claim that claims which by law he cannot be released as a matter of applicable lawwaive.
Appears in 2 contracts
Samples: Retirement Agreement (Riverview Financial Corp), Retirement Agreement (Riverview Financial Corp)
Release by Employee. (a) In exchange for the good and valuable consideration set forth herein, Employee on behalf (or, in the event of Employee’s death, Employee’s legally authorized representative) agrees for himself, his descendantsheirs, dependentsadministrators, heirsrepresentatives, executors, administratorssuccessors and assigns (“Releasors”), assignsto irrevocably and unconditionally release, waive and forever discharge any and all manner of action, causes of action, claims, rights, promises, charges, suits, damages, debts, lawsuits, liabilities, rights, due controversies, charges, complaints, remedies, losses, demands, obligations, costs, expenses, fees (including, without limitation attorneys’ fees), or any and all other liabilities or claims of whatsoever nature, whether arising in contract, tort, or any other theory of action, whether arising in law or in equity, whether known or unknown, cxxxxx or inchoate, matured or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, asserted or unasserted, including, but not limited to, any claim and/or claim of damages or other relief for tort, breach of contract, personal injury, negligence, age discrimination under The Age Discrimination In Employment Act of 1967 (as amended), employment discrimination prohibited by other federal, state or local laws including sex, race, national origin, marital status, age, handicap, height, weight, or religious discrimination, and any other claims of unlawful employment practices or any other unlawful criterion or circumstance which Employee and Releasors had, now have, or may have in the future against each or any of the Company, its parent, divisions, affiliates and related companies or entities, regardless of its or their form of business organization (the “Company Entities”), any predecessors, successors, joint ventures, and each parents of themany Company Entity, hereby covenants not to xxx and fully releases any and discharges each all of Holdings, AMCE and AMC and each of its their respective parents, subsidiaries and affiliates, past and present, as well as its and their trustees, or present directors, officers, members, managersshareholders, partners, employees, consultants, independent contractors, trustees, administrators, insurers, agents, attorneys, insurersrepresentative and fiduciaries, employeessuccessors and assigns including without limitation all persons acting by, stockholdersthrough, representatives, assigns, and successors, past and present, and each of them, hereinafter together and collectively referred to as the "Releasees," under or in concert with respect to and from any and all claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys' fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releaseesthem (all collectively, the “Released Parties”) arising out of or in any way connected relating to his employment relationship with his service as an officerthe Company, directorits predecessors, employee, member successors or manager of any Releasee, his separation from his position as an officer, director, employee, manager and/or member, as applicable, of any Releasee, affiliates and the termination thereof. Employee understands that he does not waive rights or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to claims that may arise after the date of this Separation Agreement includingRelease.
(b) Notwithstanding anything to the contrary in this Release, without limiting Employee is not waiving any rights Employee may have to: (i) claims for earned and Base Salary and unreimbursed expenses; (i) his own vested accrued employee benefits under the generality Company’s health, welfare, or retirement benefit plans; (iii) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (iv) pursue claims which by law cannot be waived by signing this Release; and (v) enforce the terms and provisions of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans Employment Agreement with Disabilities Act, the Age Discrimination in Employment Act, the Family and Medical Leave Act of 1993, and applicable state and local law or any claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, workers' compensation or disability; provided that such release shall not apply respect to (1) the benefits payments due to Employee under Section II in connection with upon the execution and delivery of this Separation Agreement; (2) the equity-based awards previously granted by the Company Release and with respect to future payments due to Employee as referred to in Exhibit D hereto (which shall be governed by and subject to termination pursuant to the terms and conditions of the written agreements evidencing the applicable awards) and any rights Employee has to the put right set forth in Section IX.B; (3) any right that Employee may have to indemnification pursuant to the Company's certificate of incorporation, bylaws, Section 8 of the Employment Agreement (as defined in Section IX.B) or under applicable laws with respect to any losses that Employee may have incurred or may in the future incur with respect to his past service as an officer or employee of the Company; and (4) with respect to any such losses, any rights that Employee may have to insurance coverage for such losses under any Company directors and officers liability insurance policyAgreement. In addition, nothing in this release Release prohibits Employee from filing a charge with or participating, testifying, or assisting in any investigation, hearing, whistleblower proceeding or other proceeding before any federal, state, or local government agency nor does this Release affect Employee’s rights and abilities to contact, communicate with, report matters to, or otherwise participate in any whistleblower program administered by any such agencies. However, to the maximum extent permitted by law, Employee agrees that, if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies.
(c) Employee acknowledges that Employee has read this Release carefully and understands all of its terms.
(d) Employee understands and agrees that Employee has been advised to consult with an attorney prior to executing this Release.
(e) Employee understands that Employee is entitled to consider this Release for at least twenty-one (21) days before signing the Release. However, after due deliberation, Employee may elect to sign this Release without availing himself of the opportunity to consider its provisions for at least twenty-one (21) days. Employee hereby acknowledges that any decision to shorten the time for considering this Release prior to signing it is voluntary, and such decision is not induced by or through fraud, misrepresentation, or a threat to withdraw or alter the provisions set forth in this Release in the event Employee elected to consider this Release for at least twenty-one (21) days prior to signing the Release.
(f) Employee understands that Employee may revoke this Release as it relates to any potential claim that could be brought or filed under the Age Discrimination in Employment Act 29 U.S.C. §§ 621-634, within seven (7) days after the date on which he signs this Release, and that this Release as it relates to such a claim does not cover become effective until the expiration of the seven (7) day period. In the event that Employee wishes to revoke this Release within the seven (7) day period, Employee understands that Employee must provide such revocation in writing to the then Chief Financial Officer of the Company at the address set forth below.
(g) In agreeing to sign this Release, Employee is doing so voluntarily and agrees that Employee has not relied on any claim that canoral statements or explanations made by the Company or its representatives.
(h) This Release shall not be released construed as an admission of wrongdoing by either Employee or the Company.
(i) Notwithstanding anything to the contrary in this Release, in the event a matter Change of applicable lawControl does not occur within sixty (60) days after Employee’s employment with the Company ceases, any such Release delivered to the Company (x) shall be void and without force or effect as it relates to Section 9(d) of the Employment Agreement, but (y) if applicable, shall be effective as it relates to Section 9(b) of the Employment Agreement.
Appears in 1 contract
Samples: Transition and Release Agreement (Zivo Bioscience, Inc.)
Release by Employee. Employee on behalf In consideration of himselfthe accelerated vesting and the right to receive the Option Consideration, his descendantsthe Optionee hereby irrevocably and unconditionally releases, dependentsacquits, heirs, executors, administrators, assigns, absolves and successors, and discharges forever each of themthe Company, hereby covenants not to xxx Parent, Surviving Corporation and fully releases and discharges each all of Holdingstheir respective "affiliates" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, AMCE and AMC and each as amended (the "Exchange Act")), "control persons" (as such term is used in Section 20 of its respective parentsthe Exchange Act), subsidiaries and affiliates, past present and present, as well as its and their trusteesformer officers, directors, officers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, agents and representatives, assignssuccessors and assigns (collectively, and successors, past and present, and each of them, hereinafter together and collectively referred to as the "Releasees," with respect to and Released Parties"), from any and all claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suitsliabilities, obligations, causes of action, obligationsrights of action, demands, charges, complaints, agreements, rights to payment, rights to equitable remedies, obligations of payment or performance, losses, costs, suits, proceedings, debts, costsjudgments, dues, expenses, attorneys' feessums of money, damagesexpress or implied contracts, judgmentsagreements, orders promises and liabilities of whatever kind or nature in law, equity or otherwiseclaims, whether now known or unknown, suspected liquidated or unsuspectedunliquidated, and whether absolute or not concealed contingent, direct, derivative, incidental or hiddenconsequential (collectively, "Claims") which he the Optionee ever had, now owns has or holds or he has at any time heretofore owned or held or hereafter may in the future hold as have against any of said Releaseesthe Released Parties in connection with, related to, or arising out of, or in connection with, the right to receive, subscribe for the purchase of or in any way connected with his service as an officer, director, employee, member or manager of any Releasee, his separation from his position as an officer, director, employee, manager and/or member, as applicable, of any Releaseeotherwise acquire, or any other transactionsoptions to receive, occurrencessubscribe for the purchase of or otherwise acquire, acts or omissions equity interests in or any loss, damage securities of the Company (and all grant and award instruments and agreements governing and evidencing the issuance of such rights or injury whatever, known options and/or all provisions related to the issuance of such rights or unknown, suspected options set forth in any other agreement) existing at or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to the date of this Separation Agreement Effective Time, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964limitation, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Family Outstanding Options (and Medical Leave Act of 1993, all Grant Agreements and applicable state and local law or any claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, workers' compensation or disability; provided that such release shall not apply to (1) the benefits due to Employee under Section II in connection with the execution and delivery of this Separation Agreement; (2) the equity-based awards previously granted by the Company to Employee as referred to in Exhibit D hereto (which shall be governed by and subject to termination pursuant all provisions related to the terms and conditions of the written agreements evidencing the applicable awards) and any rights Employee has to the put right Outstanding Options set forth in Section IX.B; any other agreements). Optionee agrees not to file or join, cooperate, induce or acquiesce in the filing or commencement of any case, cause of action, claim, litigation, proceeding or lawsuit (3collectively, "Actions") asserting or alleging any right that Employee may have to indemnification pursuant matters which are the subject of, or which otherwise relate to the Company's certificate of incorporationrelease hereby made in, bylaws, Section 8 of the Employment Agreement (as defined in Section IX.B) this Agreement. If Optionee files an Action asserting or under applicable laws with respect to any losses that Employee may have incurred or may in the future incur with respect to his past service as an officer or employee of the Company; and (4) with respect to alleging any such lossesmatter, any rights that Employee may have to insurance coverage he/she will pay for such losses under any Company directors all costs incurred by the Released Parties in defending against Optionee's claims, including, without limitation, attorney's fees and officers liability insurance policy. In addition, this release does not cover any claim that cannot be released as a matter of applicable lawexpenses.
Appears in 1 contract
Samples: Merger Agreement (Salant Corp)
Release by Employee. Employee on behalf of Employee, for himself, his descendants, dependents, heirs, executorsand personal and legal representatives, administratorsexcept as provided in Section 4 hereof, assignsdoes hereby irrevocably and unconditionally release, remise and successorsforever discharge Weston, its subsidiaries, affiliates, divisions, officers, directors and employees (the "Releasees"), and each of them, hereby covenants not to xxx however denominated, past, present and fully releases and discharges each of Holdingsfuture, AMCE and AMC and each of its respective parents, subsidiaries and affiliates, past and present, as well as its and their trusteespredecessors, directors, officers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, successors and assigns, and successors, past and present, and each of them, hereinafter together and collectively referred to as the "Releasees," with respect to and from any and all claimsmanner of actions, wagescauses, demandsmatters, rightssuits, liensdues, bonds, judgments, debts, accounts, covenants, agreements, contractsclaims, covenantscontroversies, actionsguarantees, suits, causes of action, obligations, debts, costs, expenses, attorneys' feeswarranties, damages, judgmentsliabilities, orders and liabilities or demands of whatever kind any nature whatsoever in law or nature in lawequity, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, now known to him which he ever had, now owns has or holds hereafter can, shall or he may have, for, upon, or by reason of any matter, action, omission to act, transaction, practice, conduct, cause or thing of any kind whatsoever from the beginning of the world to the date hereof. Such release, remise and discharge of the Releasees includes without limitation any and all claims under any and all federal and state statutes or common law and extends without limitation, to any and all acts, practices or conduct by the Releasees, or the effects thereof, whether or not Employee now has at knowledge of such acts, omissions, practices, conduct or the effects thereof, if any time heretofore owned or held such effects exist or may in the future hold exist as against any of said Releasees, arising out of or in any way connected with his service as an officer, director, employee, member or manager a result of any Releaseeact, his separation from his position as an officeromission, director, employee, manager and/or member, as applicable, of any Releasee, practice or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted conduct that occurred prior to the date hereof. Except as provided in Section 4, this release shall specifically include, but not be limited to, the following:
(a) any and all claims and matters of this Separation Agreement includingany kind which arise or might arise, or which otherwise relate to Employee's employment with Weston or Employee's termination of employment pursuant to the Employment Agreement;
(b) any and all claims for wages and benefits (including without limiting limitation salary, stock, stock options, commissions, bonuses, severance pay, health and welfare benefits, vacation pay and any other fringe-type benefit);
(c) any and all claims for wrongful discharge, breach of contract (whether written or oral, express or implied), and implied covenants of good faith and fair dealing;
(d) any and all claims for alleged employment discrimination on the generality basis of age, race, color, religion, sex, national origin, veteran status, disability and/or handicap, in violation of any federal, state or local statute, ordinance, judicial precedent or executive order, including but not limited to claims for discrimination under the foregoing, any claim under following statutes: Title VII of the Civil Rights Act of 1964, 42 U.S.C. section 2000e et seq., the Americans with Disabilities ActCivil Rights Act of 1866, 42 U.S.C. section 1981, the Age Discrimination in Employment Act, 29 U.S.C. section 621 et seq., the Family and Medical Leave Older Workers Benefit Protection Act, the Rehabilitation Act of 19931972, 29 U.S.C. section 701 et seq., the Americans with Disabilities Act, 42 U.S.C. section 1201 et seq., and applicable the Pennsylvania Human Relations Act, 43 P.S. section 951 et seq.;
(e) any and all claims under any federal or state statute relating to employee benefits;
(f) any and local law all claims in tort, including but not limited to any claims for fraud, misrepresentation, defamation, interference with contract or prospective economic advantage, intentional infliction of emotional distress and/or negligence;
(g) any claim and all claims for severance payadditional commissions, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, workers' compensation or disabilitydamages of any kind; provided that such release shall not apply to and
(1) the benefits due to Employee under Section II in connection with the execution and delivery of this Separation Agreement; (2) the equity-based awards previously granted by the Company to Employee as referred to in Exhibit D hereto (which shall be governed by and subject to termination pursuant to the terms and conditions of the written agreements evidencing the applicable awards) and any rights Employee has to the put right set forth in Section IX.B; (3h) any right that Employee may have to indemnification pursuant to the Company's certificate of incorporation, bylaws, Section 8 of the Employment Agreement (as defined in Section IX.B) or under applicable laws with respect to any losses that Employee may have incurred or may in the future incur with respect to his past service as an officer or employee of the Company; and (4) with respect to any such losses, any rights that Employee may have to insurance coverage all claims for such losses under any Company directors attorneys' fees and officers liability insurance policy. In addition, this release does not cover any claim that cannot be released as a matter of applicable lawcosts.
Appears in 1 contract
Samples: Merger Agreement (Weston Roy F Inc)
Release by Employee. Employee In consideration of the covenants undertaken herein by the Company, and except for those obligations created by or arising out of the Agreement (as defined below), Employee, on his own behalf and on behalf of himself, his descendants, dependents, heirs, executors, administrators, assigns, assigns and successors, and each of themhereby releases, hereby covenants not to xxx and fully releases absolves and discharges each of Holdingsthe Company and its predecessors, AMCE successors and AMC assigns, parent companies, subsidiaries, divisions, sister companies and each of its respective parents, subsidiaries and affiliatesaffiliated corporations, past and present, as well as its and their respective trustees, directors, officers, members, managers, partnersshareholders, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successorsconsultants, past and present, and each of them, them (hereinafter together and collectively referred to as the "“Releasees," ”), with respect to and from any and all claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, wages, obligations, debts, costs, expenses, attorneys' ’ fees, damages, judgments, orders orders, and liabilities of whatever kind or nature in law, equity equity, or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which he that Employee now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releasees. Employee specifically acknowledges and agrees that He is releasing the Releasees of any and all claims, demands, agreements, obligations and causes of action, known or unknown, suspected or unsuspected by Employee arising out of or in any way connected with his service as an officeremployment with the Company, director, employee, member or manager of any Releasee, his separation from his position as an officer, director, employee, manager and/or member, as applicable, of any Releaseeemployment with the Company, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to the date of this Separation Agreement includingRelease. Employee specifically agrees that this release includes, without limiting but is not limited to:
(a) Any claims for discrimination, harassment or retaliation or other purported violation arising under the generality Age Discrimination in Employment Act of 1967 (“ADEA”), 29 U.S.C. § 626, as amended, the foregoingOlder Workers Benefit Protection Act of 1990 (“OWBPA”), any claim under 29 U.S.C. 626(f), Title VII of the Civil Rights Act of 19641964 (“Title VII”), 42 U.S.C. § 2000e, et seq., the Americans with Disabilities ActAct (“ADA”), the Age Discrimination in Employment Act29 U.S.C. § 2101, et seq., the Family and Medical Leave Act (“FMLA”), 29 U.S.C. § 2601 et seq., the Employee Retirement Income Security Act of 19931974 (“ERISA”), as amended, 29 U.S.C. §§ 1001, et seq., the California Family Rights Act, the California Labor Code § 1401, the California Fair Employment and applicable state Housing Act, Cal Gov’t Code § 12900 et seq., or the California Business and local law or any claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance Professions Code; or any other fringe benefitstate human rights or fair employment practices act;
(b) Any claims arising under any other federal, workers' compensation state, local or disability; provided that such release shall not apply to foreign statute, law, rule, regulation, ordinance or order, including without limitation any alleged retaliation or whistleblower claims;
(1c) Any claims for alleged unpaid wages, vacation pay or commissions including without limitation any claimed violations of the benefits due to federal Fair Labor Standards Act (“FLSA”), 29 U.S.C. § 203(s);
(d) Any claims for alleged breach of the Employee’s Employment Agreement;
(e) Any claims arising out of or in any way connected with any transactions, occurrences, acts or omissions set forth or facts alleged in any and all charges, complaints, claims or pleadings filed by Employee under Section II in connection with the execution and delivery of this Separation Agreement; (2) the equity-based awards previously granted by the Company to Employee as referred to in Exhibit D hereto (which shall be governed by and subject to termination pursuant against Releasees prior to the terms and conditions date hereof with any city, county, state or federal agency, commission, office or tribunal whatsoever;
(f) Any common law claims, including claims for breach of contract (written or oral, express or implied), breach of the written agreements evidencing the applicable awards) implied covenant of good faith and any rights Employee has to the put right set forth fair dealing, intentional or negligent infliction of emotional distress, fraud, intentional or negligent misrepresentation, defamation, and wrongful discharge in Section IX.B; (3) any right that Employee may have to indemnification pursuant to the Company's certificate violation of incorporationpublic policy, bylawsinvasion of privacy, Section 8 assault, battery, promissory estoppel, negligence, negligent hiring, retention or supervision, constructive discharge, unjust enrichment, violation of the Employment Agreement (as defined in Section IX.B) or under applicable laws with respect to any losses that Employee may have incurred or may in the future incur with respect to his past service as an officer or employee of the Company; public policy, and (4) with respect to any such losses, any rights that Employee may have to insurance coverage all other claims for such losses under any Company directors and officers liability insurance policy. In addition, this release does not cover any claim that cannot be released as a matter of applicable law.unlawful employment practices;
Appears in 1 contract
Samples: Separation and Release Agreement (TTM Technologies Inc)
Release by Employee. Employee Employee, on her own behalf and on behalf of himself, his her descendants, dependents, heirs, executors, administrators, assignsand assigns (each, in their capacities as such), and successors, and each of themanyone else claiming through her (the “Employee Parties”), hereby releases and discharges and covenants not to xxx and fully releases and discharges each of Holdings, AMCE and AMC sue the Company and each of its respective parentsdivisions, subsidiaries and subsidiaries, parents or affiliates, past and presentpresent (each, in their capacities as such), as well as its and their trusteesrespective DocuSign Envelope ID: E1F55E59-F59F-4971-BAAF-7E81E9C6E2F9 assignees, predecessors, successors, directors, officers, membersstockholders, managersequityholders, partners, agentsmembers, representatives, attorneys, insurers, agents or employees, stockholderspast or present (each, representatives, assignsin their capacities as such), and successorsall persons acting by, past through, under or in concert with any of them (individually and presentcollectively, the “Company Parties”), from and each of them, hereinafter together and collectively referred to as the "Releasees," with respect to and from any and all liabilities, claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, agreements, obligations, debtsdemands, liens, charges, suits, complaints, grievances, contracts, promises, costs, expenses, attorneys' feeslosses, damages, judgmentsinjuries, orders attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releasees, arising out of or in any way connected with his service as an officer, director, employee, member or manager of any Releasee, his separation from his position as an officer, director, employee, manager and/or member, as applicable, of any Releasee, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whateverlegal responsibilities, known or unknown, suspected or unsuspected, that Employee or any of the other Employee Parties may have through the date upon which Employee executes this Agreement, including, but not limited to, any claim resulting from any act or omission by or on the part of said Releasees, or any of them, the Company Parties relating to Employee’s employment with the Company and/or the termination thereof committed or omitted on or prior to the date of this Separation Agreement including, without limiting the generality of the foregoingAgreement, any claim under Title VII the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the Xxxxxxxx-Xxxxx Act, the Securities Act of 19931933, and applicable state and local law or any claim for severance paythe Securities Exchange Act of 1934, bonusthe Employee Retirement Income Security Act of 1974, sick leavethe Rehabilitation Act, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefitfederal, workers' compensation state or disabilitylocal law, regulation or ordinance relating to employment, including, without limiting the generality of the foregoing, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any contracts of employment, whether express or implied, any covenant of good faith and fair dealing with respect to employment, whether express or implied, and any tort of any nature with respect to employment, and for any relief relating to employment, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’ fees (collectively, the “Released Claims”); provided provided, however, that such release shall the foregoing releases do not apply to to, and the Released Claims do not include, (1i) Employee’s rights (and the benefits due to Employee Company’s obligations) under Section II in connection with the execution and delivery of this Separation Agreement; (21(d) the equity-based awards previously granted by the Company to Employee as referred to in Exhibit D hereto (which shall be governed by and subject to termination pursuant to the terms and conditions of the written agreements evidencing the applicable awards) and any rights Employee has to the put right set forth in Section IX.B; (3) any right that Employee may have to indemnification pursuant to the Company's certificate of incorporation, bylaws, Section 8 of the Employment Agreement dated October 5, 2021, by and between Employee and the Company (as defined in Section IX.Bthe “Employment Agreement”) or under applicable laws with respect the Indemnification Agreement, dated October 5, 2021, between Parent and Employee (the “Indemnification Agreement”), (ii) Employee’s rights (and the Company’s obligations to any losses that Employee may have incurred or may in the future incur with respect to his past service Employee) as an officer equityholder of Parent or its subsidiaries or pursuant to an equity based award covered by a separate agreement or plan, including Options and RSUs, or (iii) any claim for breach or enforcement of this Agreement or related to vested benefits under ERISA or any employee benefit plan, to workers’ compensation benefits, to defense, advancement or reimbursement of expenses, or indemnity under the Company; and (4) with respect Employment Agreement or the Indemnification Agreement, the organizational documents or other governing documents of Parent or its affiliates or under applicable law, to any such losses, any rights that Employee may have to insurance coverage for such losses under any Company directors and officers liability applicable insurance policy. In additionpolicies, this release does not cover any claim or that cannot be released as a matter of applicable lawby law is non-waivable.
Appears in 1 contract
Samples: Separation, Severance and General Release Agreement (Paya Holdings Inc.)
Release by Employee. Employee Employee, for and on behalf of himselfEmployee, his descendants, dependents, Employee’s heirs, executors, administrators, successors, assigns, attorneys, insurers and agents of each of the foregoing, and the respective predecessors, successors, assigns, heirs, executors, and administrators of each of themthe foregoing (collectively, “Employee Releasing Parties”), does hereby covenants covenant not to xxx or contest, by litigation, arbitration or otherwise, and fully releases and forever remises, releases, discharges each of Holdingsand acquits Employer and Company, AMCE their present and AMC and each of its respective parentsformer employees, subsidiaries and affiliates, past parent and presentsubsidiary corporations, as well as its companies and their trusteesdivisions, the respective present and former directors, stockholders, officers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assignsattorneys and agents of each of the foregoing, and successorsthe respective predecessors, past successors and present, and assigns of each of themthe foregoing (each, hereinafter together an “Employer Party” and collectively referred to as the "Releasees," with respect to “Employer Parties”) for, of, from and from against any and all claimsclaims for wages (except for payment of the Severance Amount pursuant to Sections 2.2 and 2.3 hereunder), wagesbenefits, covenants, suits, actions, demands, rightsobligations, liensliabilities, agreementsindebtedness, accounts, judgments, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action of every type, nature and kind or description, debts, amounts of money, accounts, compensations, contracts, covenantscontroversies, actionspromises, suits, causes of action, obligations, debtsdamages, costs, losses and expenses, attorneys' feesof every type, damageskind, judgmentsnature, orders and liabilities of whatever kind description or nature in law, equity or otherwisecharacter, whether now known or unknown, suspected or unsuspected, and whether liquidated or not concealed or hidden, which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releasees, arising out of or in any way connected with his service as an officer, director, employee, member or manager of any Releasee, his separation from his position as an officer, director, employee, manager and/or member, as applicable, of any Releasee, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of themunliquidated, committed or omitted prior to this Agreement, each as though fully set forth herein at length that in any way arise out of, are connected with, or relate to (i) Employee’s employment by Employer or any Employer Party; (ii) the date cessation of this Separation Agreement Employee’s employment; (iii) Employer’s violation of any law, statute or regulation pertaining to Employee’s employment including, without limiting the generality of the foregoingbut not limited to, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities federal Fair Labor Standards Act, the Age Discrimination in Employment Act, California Labor Code, any California Wage Orders, California Fair Employment and Housing Act, any regulations under the Family and Medical Leave Act of 1993foregoing, and applicable state any and local law all subsequent amendments to any of the foregoing; (iv) Employer’s or any claim Employer Party’s breach of contract (except for a breach of this Agreement), including without limitation the employment agreements, or other violation of rules pertaining to Employee’s employment including, but not limited to, severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or group medical insurance or any other fringe benefit, benefit of the Employer or any Employer Party or workers' ’ compensation or disability; provided that such release shall not apply to (1) the benefits due to Employee under Section II in connection with the execution and delivery of this Separation Agreement; (2) the equity-based awards previously granted by the Company to Employee as referred to in Exhibit D hereto (which shall be governed by and subject to termination pursuant to the terms and conditions of the written agreements evidencing the applicable awards) and any rights Employee has to the put right set forth in Section IX.B; (3) any right that Employee may have to indemnification pursuant to the Company's certificate of incorporation, bylaws, Section 8 of the Employment Agreement (as defined in Section IX.B) or under applicable laws with respect to any losses that Employee may have incurred or may in the future incur with respect to his past service as an officer or employee of the Companydisability claims; and (4v) with respect any other claim, loss, damages or injury, known or unknown, suspected or unsuspected, liquidated or unliquidated, which arises from or related in any way to any such lossesconduct of the Employer or any Employer Party during the time of employment of Employee irrespective of the nature of the conduct (collectively “Employee Released Claims”). Notwithstanding the foregoing, the claims released and discharged under Section 3.1 shall in no event include any rights that claims by Employee may have to insurance coverage for such losses under any Company directors and officers liability insurance policy. In addition, this release does not cover any claim that cannot be released indemnification as a matter director, officer, employee or agent of applicable Employer to the fullest extent permissible under contract law, by-laws, or other charter provisions.
Appears in 1 contract
Release by Employee. Employee on behalf of Employee, for himself, his descendants, dependents, heirs, executorsand personal and legal representatives, administratorsexcept as provided in Section 4 hereof, assignsdoes hereby irrevocably and unconditionally release, remise and successorsforever discharge Weston, its subsidiaries, affiliates, divisions, officers, directors and employees (the "Releasees"), and each of them, hereby covenants not to xxx however denominated, past, present and fully releases and discharges each of Holdingsfuture, AMCE and AMC and each of its respective parents, subsidiaries and affiliates, past and present, as well as its and their trusteespredecessors, directors, officers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, successors and assigns, and successors, past and present, and each of them, hereinafter together and collectively referred to as the "Releasees," with respect to and from any and all claimsmanner of actions, wagescauses, demandsmatters, rightssuits, liensdues, bonds, judgments, debts, accounts, covenants, agreements, contractsclaims, covenantscontroversies, actionsguarantees, suits, causes of action, obligations, debts, costs, expenses, attorneys' feeswarranties, damages, judgmentsliabilities, orders and liabilities or demands of whatever kind any nature whatsoever in law or nature in lawequity, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, now known to him which he ever had, now owns has or holds hereafter can, shall or he may have, for, upon, or by reason of any matter, action, omission to act, transaction, practice, conduct, cause or thing of any kind whatsoever from the beginning of the world to the date hereof. Such release, remise and discharge of the Releasees includes without limitation any and all claims under any and all federal and state statutes or common law and extends without limitation, to any and all acts, practices or conduct by the Releasees, or the 17 effects thereof, whether or not Employee now has at knowledge of such acts, omissions, practices, conduct or the effects thereof, if any time heretofore owned or held such effects exist or may in the future hold exist as against any of said Releasees, arising out of or in any way connected with his service as an officer, director, employee, member or manager a result of any Releaseeact, his separation from his position as an officeromission, director, employee, manager and/or member, as applicable, of any Releasee, practice or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted conduct that occurred prior to the date hereof. Except as provided in Section 4, this release shall specifically include, but not be limited to, the following:
(a) any and all claims and matters of this Separation Agreement includingany kind which arise or might arise, or which otherwise relate to Employee's employment with Weston or Employee's termination of employment pursuant to the Employment Agreement;
(b) any and all claims for wages and benefits (including without limiting limitation salary, stock, stock options, commissions, bonuses, severance pay, health and welfare benefits, vacation pay and any other fringe-type benefit);
(c) any and all claims for wrongful discharge, breach of contract (whether written or oral, express or implied), and implied covenants of good faith and fair dealing;
(d) any and all claims for alleged employment discrimination on the generality basis of age, race, color, religion, sex, national origin, veteran status, disability and/or handicap, in violation of any federal, state or local statute, ordinance, judicial precedent or executive order, including but not limited to claims for discrimination under the foregoing, any claim under following statutes: Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 2000e et seq., the Americans with Disabilities ActCivil Rights Act of 1866, 42 U.S.C. Section 1981, the Age Discrimination in Employment Act, 29 U.S.C. Section 621 et seq., the Family and Medical Leave Older Workers Benefit Protection Act, the Rehabilitation Act of 19931972, 29 U.S.C. Section 701 et seq., the Americans with Disabilities Act, 42 U.S.C. Section 1201 et seq., and applicable the Pennsylvania Human Relations Act, 43 P.S. Section 951 et seq.;
(e) any and all claims under any federal or state statute relating to employee benefits;
(f) any and local law all claims in tort, including but not limited to any claims for fraud, misrepresentation, defamation, interference with contract or prospective economic advantage, intentional infliction of emotional distress and/or negligence;
(g) any claim and all claims for severance payadditional commissions, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, workers' compensation or disabilitydamages of any kind; provided that such release shall not apply to and
(1) the benefits due to Employee under Section II in connection with the execution and delivery of this Separation Agreement; (2) the equity-based awards previously granted by the Company to Employee as referred to in Exhibit D hereto (which shall be governed by and subject to termination pursuant to the terms and conditions of the written agreements evidencing the applicable awards) and any rights Employee has to the put right set forth in Section IX.B; (3h) any right that Employee may have to indemnification pursuant to the Company's certificate of incorporation, bylaws, Section 8 of the Employment Agreement (as defined in Section IX.B) or under applicable laws with respect to any losses that Employee may have incurred or may in the future incur with respect to his past service as an officer or employee of the Company; and (4) with respect to any such losses, any rights that Employee may have to insurance coverage all claims for such losses under any Company directors attorneys' fees and officers liability insurance policy. In addition, this release does not cover any claim that cannot be released as a matter of applicable lawcosts.
Appears in 1 contract
Release by Employee. Employee on behalf of Employee, for himself, his descendants, dependents, heirs, executorsand personal and legal representatives, administratorsexcept as provided in Section 4 hereof, assignsdoes hereby irrevocably and unconditionally release, remise and successorsforever discharge Weston, its subsidiaries, affiliates, divisions, officers, directors and employees (the "Releasees"), and each of them, hereby covenants not to xxx however denominated, past, present and fully releases and discharges each of Holdingsfuture, AMCE and AMC and each of its respective parents, subsidiaries and affiliates, past and present, as well as its and their trusteespredecessors, directors, officers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, successors and assigns, and successors, past and present, and each of them, hereinafter together and collectively referred to as the "Releasees," with respect to and from any and all claimsmanner of actions, wagescauses, demandsmatters, rightssuits, liensdues, bonds, judgments, debts, accounts, covenants, agreements, contractsclaims, covenantscontroversies, actionsguarantees, suits, causes of action, obligations, debts, costs, expenses, attorneys' feeswarranties, damages, judgmentsliabilities, orders and liabilities or demands of whatever kind any nature whatsoever in law or nature in lawequity, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, now known to him which he ever had, now owns has or holds hereafter can, shall or he may have, for, upon, or by reason of any matter, action, omission to act, transaction, practice, conduct, cause or thing of any kind whatsoever from the beginning of the world to the date hereof. Such release, remise and discharge of the Releasees includes without limitation any and all claims under any and all federal and state statutes or common law and extends without limitation, to any and all acts, practices or conduct by the Releasees, or the effects thereof, whether or not Employee now has at knowledge of such acts, omissions, practices, conduct or the effects thereof, if any time heretofore owned or held such effects exist or may in the future hold exist as against any of said Releasees, arising out of or in any way connected with his service as an officer, director, employee, member or manager a result of any Releaseeact, his separation from his position as an officeromission, director, employee, manager and/or member, as applicable, of any Releasee, practice or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted conduct that occurred prior to the date hereof. Except as provided in Section 4, this release shall specifically include, but not be limited to, the following:
(a) any and all claims and matters of this Separation Agreement includingany kind which arise or might arise, or which otherwise relate to Employee's employment with Westxx xx Employee's termination of employment pursuant to the Employment Agreement;
(b) any and all claims for wages and benefits (including without limiting limitation salary, stock, stock options, commissions, bonuses, severance pay, health and welfare benefits, vacation pay and any other fringe-type benefit);
(c) any and all claims for wrongful discharge, breach of contract (whether written or oral, express or implied), and implied covenants of good faith and fair dealing;
(d) any and all claims for alleged employment discrimination on the generality basis of age, race, color, religion, sex, national origin, veteran status, disability and/or handicap, in violation of any federal, state or local statute, ordinance, judicial precedent or executive order, including but not limited to claims for discrimination under the foregoing, any claim under following statutes: Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 2000e et seq., the Americans with Disabilities ActCivil Rights Act of 1866, 42 U.S.C. Section 1981, the Age Discrimination in Employment Act, 29 U.S.C. Section 621 et seq., the Family and Medical Leave Older Workers Benefit Protection Act, the Rehabilitation Act of 19931972, 29 U.S.C. Section 701 et seq., the Americans with Disabilities Act, 42 U.S.C. Section 1201 et seq., and applicable the Pennsylvania Human Relations Act, 43 P.S. Section 951 et seq.;
(e) any and all claims under any federal or state statute relating to employee benefits;
(f) any and local law all claims in tort, including but not limited to any claims for fraud, misrepresentation, defamation, interference with contract or prospective economic advantage, intentional infliction of emotional distress and/or negligence;
(g) any claim and all claims for severance payadditional commissions, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, workers' compensation or disabilitydamages of any kind; provided that such release shall not apply to and
(1) the benefits due to Employee under Section II in connection with the execution and delivery of this Separation Agreement; (2) the equity-based awards previously granted by the Company to Employee as referred to in Exhibit D hereto (which shall be governed by and subject to termination pursuant to the terms and conditions of the written agreements evidencing the applicable awards) and any rights Employee has to the put right set forth in Section IX.B; (3h) any right that Employee may have to indemnification pursuant to the Company's certificate of incorporation, bylaws, Section 8 of the Employment Agreement (as defined in Section IX.B) or under applicable laws with respect to any losses that Employee may have incurred or may in the future incur with respect to his past service as an officer or employee of the Company; and (4) with respect to any such losses, any rights that Employee may have to insurance coverage all claims for such losses under any Company directors attorneys' fees and officers liability insurance policy. In addition, this release does not cover any claim that cannot be released as a matter of applicable lawcosts.
Appears in 1 contract
Samples: Merger Agreement (Weston Roy F Inc)
Release by Employee. Employee on behalf of Employee, for himself, his descendants, dependents, heirs, executorsand personal and legal representatives, administratorsexcept as provided in Section 4 hereof, assignsdoes hereby irrevocably and unconditionally release, remise and successorsforever discharge Weston, its subsidiaries, affiliates, divisions, officers, directors and employees (the "Releasees"), and each of them, hereby covenants not to xxx however denominated, past, present and fully releases and discharges each of Holdingsfuture, AMCE and AMC and each of its respective parents, subsidiaries and affiliates, past and present, as well as its and their trusteespredecessors, directors, officers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, successors and assigns, and successors, past and present, and each of them, hereinafter together and collectively referred to as the "Releasees," with respect to and from any and all claimsmanner of actions, wagescauses, demandsmatters, rightssuits, liensdues, bonds, judgments, debts, accounts, covenants, agreements, contractsclaims, covenantscontroversies, actionsguarantees, suits, causes of action, obligations, debts, costs, expenses, attorneys' feeswarranties, damages, judgmentsliabilities, orders and liabilities or demands of whatever kind any nature whatsoever in law or nature in lawequity, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, now known to him which he ever had, now owns has or holds hereafter can, shall or he may have, for, upon, or by reason of any matter, action, omission to act, transaction, practice, conduct, cause or thing of any kind whatsoever from the beginning of the world to the date hereof. Such release, remise and discharge of the Releasees includes without limitation any and all claims under any and all federal and state statutes or common law and extends without limitation, to any and all acts, practices or conduct by the Releasees, or the effects thereof, whether or not Employee now has at knowledge of such acts, omissions, practices, conduct or the effects thereof, if any time heretofore owned or held such effects exist or may in the future hold exist as against any of said Releasees, arising out of or in any way connected with his service as an officer, director, employee, member or manager a result of any Releasee17 act, his separation from his position as an officeromission, director, employee, manager and/or member, as applicable, of any Releasee, practice or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted conduct that occurred prior to the date hereof. Except as provided in Section 4, this release shall specifically include, but not be limited to, the following:
(a) any and all claims and matters of this Separation Agreement includingany kind which arise or might arise, or which otherwise relate to Employee's employment with Weston or Employee's termination of employment pursuant to the Employment Agreement;
(b) any and all claims for wages and benefits (including without limiting limitation salary, stock, stock options, commissions, bonuses, severance pay, health and welfare benefits, vacation pay and any other fringe-type benefit);
(c) any and all claims for wrongful discharge, breach of contract (whether written or oral, express or implied), and implied covenants of good faith and fair dealing;
(d) any and all claims for alleged employment discrimination on the generality basis of age, race, color, religion, sex, national origin, veteran status, disability and/or handicap, in violation of any federal, state or local statute, ordinance, judicial precedent or executive order, including but not limited to claims for discrimination under the foregoing, any claim under following statutes: Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 2000e et seq., the Americans with Disabilities ActCivil Rights Act of 1866, 42 U.S.C. Section 1981, the Age Discrimination in Employment Act, 29 U.S.C. Section 621 et seq., the Family and Medical Leave Older Workers Benefit Protection Act, the Rehabilitation Act of 19931972, 29 U.S.C. Section 701 et seq., the Americans with Disabilities Act, 42 U.S.C. Section 1201 et seq., and applicable the Pennsylvania Human Relations Act, 43 P.S. Section 951 et seq.;
(e) any and all claims under any federal or state statute relating to employee benefits;
(f) any and local law all claims in tort, including but not limited to any claims for fraud, misrepresentation, defamation, interference with contract or prospective economic advantage, intentional infliction of emotional distress and/or negligence;
(g) any claim and all claims for severance payadditional commissions, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, workers' compensation or disabilitydamages of any kind; provided that such release shall not apply to and
(1) the benefits due to Employee under Section II in connection with the execution and delivery of this Separation Agreement; (2) the equity-based awards previously granted by the Company to Employee as referred to in Exhibit D hereto (which shall be governed by and subject to termination pursuant to the terms and conditions of the written agreements evidencing the applicable awards) and any rights Employee has to the put right set forth in Section IX.B; (3h) any right that Employee may have to indemnification pursuant to the Company's certificate of incorporation, bylaws, Section 8 of the Employment Agreement (as defined in Section IX.B) or under applicable laws with respect to any losses that Employee may have incurred or may in the future incur with respect to his past service as an officer or employee of the Company; and (4) with respect to any such losses, any rights that Employee may have to insurance coverage all claims for such losses under any Company directors attorneys' fees and officers liability insurance policy. In addition, this release does not cover any claim that cannot be released as a matter of applicable lawcosts.
Appears in 1 contract
Release by Employee. Employee on behalf of himself, his descendants, dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to xxx and fully releases and discharges each of HoldingsAMCEH, AMCE Holdings and AMC and each of its and their respective parents, subsidiaries and affiliates, past and present, as well as its and their trustees, directors, officers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present, and each of them, hereinafter together and collectively referred to as the "“Releasees," ” with respect to and from any and all claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys' ’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releasees, arising out of or in any way connected connected, in whole or in part, with his service as an officer, director, employee, member or manager of any Releasee, his separation from his position as an officer, director, employee, manager and/or member, as applicable, of any Releasee, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to the date of this Separation Agreement including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Family and Medical Leave Act of 1993, the Missouri Human Rights Act of 1986, as amended, and applicable state and local law or any claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, workers' ’ compensation or disability; provided that such release shall not apply to (1) the benefits due to Employee under Section II in connection with the execution and delivery of this Separation Agreement; (2) the equity-based awards previously granted by the Company to Employee as referred to in Exhibit D hereto (which shall be governed by and subject to termination pursuant to the terms and conditions of the written agreements evidencing the applicable awards) and any rights Employee has to the put right set forth in Section IX.BVIII.B; (3) any right that Employee may have to indemnification pursuant to the Company's ’s certificate of incorporation, bylaws, Section 8 of the Employment Agreement (as defined in Section IX.BVIII.B) or under applicable laws with respect to any losses that Employee may have incurred or may in the future incur with respect to his past service as an officer or employee of the Company; and (4) with respect to any such losses, any rights that Employee may have to insurance coverage for such losses under any Company directors and officers liability insurance policy. In addition, this release does not cover any claim that cannot be released as a matter of applicable law.
Appears in 1 contract
Samples: Separation and General Release Agreement (Amc Entertainment Inc)
Release by Employee. The Employee on behalf of himself, his descendantsheirs, dependentsestate, executors, administrators, successors and assigns, does fully and forever waive, release and discharge the Corporation, the present and former officers, directors, managers, consultants and employees of the Corporation and each of its subsidiaries, and the attorneys of each of such persons and entities, and their respective heirs, executors, administrators, assignssuccessors and assigns (collectively, and successors, and each of them, hereby covenants not to xxx and fully releases and discharges each of Holdings, AMCE and AMC and each of its respective parents, subsidiaries and affiliates, past and present, as well as its and their trustees, directors, officers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present, and each of them, hereinafter together and collectively referred to as the "Releasees," with respect to and “Released Parties”) from any and all actions, claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costslosses, expenses, attorneys' fees, damages, judgments, orders obligations and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releasees, arising out of or in related to any way connected with his service as an officer, director, employee, member conduct or manager of any Releasee, his separation from his position as an officer, director, employee, manager and/or member, as applicable, of any Releasee, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior activity occurring up to the date of his execution of this Separation Agreement (with the exception of the Exclusions set forth in the last sentence of this Section 3.1), including, but not limited to: (i) any claims relating to or arising out of the Employee’s employment; (ii) any alleged employment discrimination under any federal, state or municipal statute, regulation, order, rule or legal authority, including, without limiting limitation, the generality Age Discrimination in Employment Act of 1967, as amended by the foregoing, any claim under Older Workers Benefit Protection Act of 1990 (“OWPBA”) and otherwise; Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991 and otherwise; the Americans with With Disabilities Act, the Age Discrimination in Employment Act, ; the Family and Medical Leave Act of 1993; (iii) any and all contract, tort or personal injury claims, including, without limitation, those arising out of or relating to any employment agreement and any other documents by which he and the Corporation or any affiliates of either of them were or may have been bound; (iv) other than the amount stated in Section 2 above, any and all claims for any other form of compensation, wages, salary, wage accruals, bonuses or sales commissions of any type or kind; (v) any and all claims for punitive, exemplary, consequential, or statutory damages; and (vi) any and all claims for attorneys’ fees or expenses associated with his retention of counsel. The Employee represents and warrants that he has not assigned any such claims or authorized any other person, group or entity to assert such claims on his behalf. This release shall not include, and applicable state the Employee is not waiving, releasing or discharging any of the Released Parties in relation to, any worker’s compensation or unemployment insurance claims which the Employee now has or which may have accrued to him on or prior to the Termination Date, any claims arising under this Agreement and local law or any claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, workers' compensation or disability; provided vested benefits that such release shall not apply to (1) the benefits due to Employee under Section II in connection with the execution and delivery of this Separation Agreement; (2) the equity-based awards previously granted by the Company to Employee as referred to in Exhibit D hereto (which shall be governed by and subject to termination pursuant to the terms and conditions of the written agreements evidencing the applicable awards) and any rights Employee has to the put right set forth in Section IX.B; (3) any right that Employee may have to indemnification pursuant under 401(k) or other benefit plan (the “Exclusions”). As a further consideration and inducement for this Agreement, to the Company's certificate extent permitted by law, the Employee hereby waives, releases and discharges any and all actions, claims, demands, losses, expenses, obligations and liabilities against the Released Parties which he does not know or does not suspect to exist in his favor up to the date of incorporation, bylaws, Section 8 his execution of this Agreement with the exception of the Employment Exclusions. The Employee expressly agrees that this waiver, release and discharge shall extend and apply to all unknown, unsuspected and unanticipated injuries, liabilities and damages as well as those that have been known, suspected, anticipated or disclosed up to the date of his execution of this Agreement (as defined in Section IX.B) or under applicable laws with respect to any losses that Employee may have incurred or may in the future incur with respect to his past service as an officer or employee exception of the Company; and (4) with respect to any such losses, any rights that Employee may have to insurance coverage for such losses under any Company directors and officers liability insurance policy. In addition, this release does not cover any claim that cannot be released as a matter of applicable lawExclusions.
Appears in 1 contract
Release by Employee. Employee (a) Except for those obligations created by or arising out of this Agreement, Employee, on behalf of himselfEmployee, and his descendants, dependentsdependants, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to xxx and fully releases and discharges each of Holdings, AMCE and AMC promises not to xxx the Company and each of its respective parents, subsidiaries and affiliates, past and present, and each of them, as well as its and their trustees, directors, officers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, partners, representatives, assigns, assigns and successors, past and present, and each of them, hereinafter together and them (collectively referred to as the "“Releasees," ”), from and with respect to and from any and all claims, wages, demands, rights, liens, demands, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys' ’ fees, damages, judgments, orders and liabilities of whatever kind or nature nature, in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hiddenhidden (collectively, “Claims”), which he Employee now owns or holds or he Employee has at any time heretofore prior to the date of execution of this Agreement owned or held or may in the future hold as against any of said ReleaseesReleasee, arising out of or in any way connected with his service as an officerEmployee’s employment relationship with, directoror separation from, employee, member or manager of any Releasee, his separation from his position as an officer, director, employee, manager and/or member, as applicable, of any Releasee, the Company or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to the date of this Separation Agreement including, without limiting the generality of the foregoing, any claim Claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the Equal Pay Act, the Age Discrimination in Employment Act, the California Fair Employment and Housing Act, the California Family and Medical Leave Act of 1993Rights Act, and applicable state and local law or any claim other federal, state or local law, regulation or ordinance, or any Claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, workers' compensation or disability; provided that such release shall not apply to . Notwithstanding the foregoing, nothing in this Agreement releases any of the following: (1i) the benefits due Company from its obligation to indemnify and hold harmless Employee for any expense, liability and loss of Employee by reason of being or having been a director or officer of the Company, consistent with the Bylaws of the Company or from its indemnity obligations under Section II in connection with 13 of the execution and delivery of this Separation Employment Agreement; (2ii) any rights or claims Employee may have under the equity-based directors and officers liability insurance policies maintained by the Company from time to time, and the Company will not take any action to exclude Employee from any new policy or renewal of an existing policy; (iii) Employee’s rights with respect to his equity awards previously granted by the Company to Employee as referred to in Exhibit D hereto the extent they are vested on the Separation Date (which shall be governed by and subject to any limited post-termination pursuant to exercise periods and the other terms and conditions of the written agreements evidencing specific awards); and (iv) Employee’s right to his vested benefit under the applicable awards) Company’s Deferred Compensation Plan, which benefit will be paid in accordance with such plan and any election(s) made by Employee thereunder. The Company has separately provided Employee with a schedule showing his outstanding equity awards previously granted by the Company and the approximate amount of his current account balance under the Company’s Deferred Compensation Plan.
(b) It is the intent of Employee in executing this instrument that it be effective as a bar to each and every claim, demand and cause of action herein specified. In furtherance of this intent, Employee hereby expressly waives any and all rights and benefits conferred by the provisions of Section 1542 of the California Civil Code and expressly consents that this Agreement shall be given full force and effect according to each and all of its express terms and provision, including thus related to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action specified herein. Section 1542 provides: “A general release does not extend to a claim which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Employee has acknowledges that he may hereinafter discover claims or facts in addition to or different from those which he now knows or believes to exist with respect to the put right set forth subject matter of this Agreement and which, if known or suspected at the time of executing this Agreement, may have materially affected this release. Nevertheless, it is the intention of Employee that this release applies to any Claim that exists or might arise, even if based on Claims or facts in addition to or different from those which Employee currently knows or believes to exist, and the release will be a bar to such claims. Employee acknowledges the significance and consequence of such release and such specified waiver of Section IX.B; 1542.
(3c) Without limiting the generality of the foregoing, Employee expressly acknowledges and agrees that, by entering into this Agreement, Employee is waiving any right and all rights or claims that Employee may have arising under the Age Discrimination in Employment Act of 1967, as amended, which have arisen on or before the date of execution of this Agreement. Employee also expressly acknowledges and agrees that:
(i) in return for this Agreement, Employee has received consideration, i.e., something of value, beyond that to indemnification pursuant which he or she was already entitled before signing this Agreement;
(ii) Employee was advised orally and is hereby advised in writing to consult with an attorney before signing this Agreement;
(iii) Employee was given a copy of this Agreement on November 29, 2010, and informed that he had the right to take 21 days to review and execute this Agreement and if Employee signed the Agreement prior to the Company's certificate expiration of incorporationthat time period, bylaws, Section 8 Employee acknowledges that he or she waived such right and voluntarily executed this Agreement prior to the expiration of such time period; and
(iv) Employee was informed that he has seven (7) days following the date of execution of the Employment Agreement (as defined in Section IX.B) or under applicable laws with respect which to any losses that Employee may have incurred or may in the future incur with respect to his past service as an officer or employee revoke it. Any revocation of the Company; Agreement must be in writing and hand delivered during the revocation period. This Agreement will become effective and enforceable seven (47) with respect to any such lossesdays following the execution by Employee, any rights that Employee may have to insurance coverage for such losses under any Company directors and officers liability insurance policy. In addition, this release does not cover any claim that cannot be released as a matter of applicable lawunless it is revoked during the seven-day period.
Appears in 1 contract
Samples: General Release Agreement (Corinthian Colleges Inc)
Release by Employee. In exchange for the consideration provided for in this Agreement, Employee on behalf of himselfirrevocably and unconditionally releases the Company, his descendantsits predecessors, dependentsparents, heirssubsidiaries, executors, administrators, assignsaffiliates, and successorspast, present and each of them, hereby covenants not to xxx and fully releases and discharges each of Holdings, AMCE and AMC and each of its respective parents, subsidiaries and affiliates, past and present, as well as its and their trusteesfuture officers, directors, officers, members, managers, partners, agents, attorneys, insurersconsultants, employees, stockholders, representatives, assignsand insurers, as applicable, together with all successors and successorsassigns of any of the foregoing (collectively, past and presentthe “Releasees”), and each of them, hereinafter together and collectively referred to as the "Releasees," with respect to and from any and all claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, rights of action, contracts, controversies, covenants, obligations, debtsagreements, damages, penalties, interest, fees, expenses, costs, expensesremedies, attorneys' feesreckonings, damagesextents, judgmentsresponsibilities, orders and liabilities of whatever kind or nature in lawliabilities, equity or otherwise, whether now known or unknown, suspected or unsuspectedsuits, and whether or not concealed or hiddenproceedings of whatsoever kind, which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releasees, arising out of or in any way connected with his service as an officer, director, employee, member or manager of any Releasee, his separation from his position as an officer, director, employee, manager and/or member, as applicable, of any Releaseenature, or any other transactionsdescription, occurrencesdirect or indirect, acts vested or omissions or any loss, damage or injury whatevercontingent, known or unknown, suspected or unsuspected, resulting from in contract, tort, law, equity, or otherwise, under the laws of any act jurisdiction, that the Employee or omission by his predecessors, legal representatives, successors or on assigns, ever had, now has, or hereafter can, shall, or may have, against the part of said Releasees, as set forth above, jointly or severally, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of themthe world through, committed or omitted prior to and including, the date of this Separation Agreement including(“Claims”). Such release includes, without limiting but is not limited to, the generality violation of the foregoingany express or implied contract; any federal, state or local laws, restricting an employer’s right to terminate employees, or otherwise regulating employment; workers compensation, wage and hour, or other employee relations statutes, executive orders, ordinance, or regulations, including any claim rights or claims under Title VII of the Civil Rights Act of 1964, as amended the Civil Rights Act of 1991, the Americans with Disabilities ActAct of 1990, the Age Discrimination in Employment ActRehabilitation Act of 1973, the Family and Medical Leave Act of 1993, and applicable state and local law the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Age Discrimination in Employment Act of 1967, the Fair Labor Standards Act, the WARN Act, or any claim state or local laws covering the same subject matter; tort (including, without limitation, negligent conduct, invasion of privacy and defamation); any federal, state, or local laws providing recourse for severance payretaliation, bonuswrongful discharge, sick leavedismissal or other obligations arising out of public policy, holiday payphysical or personal injury, vacation payfraud, life insurancenegligent misrepresentations, health and similar or medical insurance or any other fringe benefit, workers' compensation or disability; provided that such release shall not apply to (1) the benefits due to Employee under Section II in connection with the execution and delivery of this Separation Agreement; (2) the equity-based awards previously granted by the Company to Employee as related claims. The laws referred to in Exhibit D hereto (which shall be governed by this section include statutes, regulations, other administrative guidance, and subject common law doctrines. Any and all claims and/or disputes arising out of or relating to termination pursuant to the terms and conditions any of the written agreements evidencing foregoing shall be, and are, finally compromised, released and settled. Notwithstanding the applicable awards) and any rights Employee has to the put right set forth in Section IX.B; (3) any right that Employee may have to indemnification pursuant to the Company's certificate of incorporation, bylaws, Section 8 of the Employment Agreement (as defined in Section IX.B) or under applicable laws with respect to any losses that Employee may have incurred or may in the future incur with respect to his past service as an officer or employee of the Company; and (4) with respect to any such losses, any rights that Employee may have to insurance coverage for such losses under any Company directors and officers liability insurance policy. In additionforegoing, this release does not cover include Employee’s right to enforce the terms of this Agreement. Employee understands that this Agreement releases claims that he may not know about. This is Employee’s knowing and voluntary intent, even though Employee recognizes that someday he might learn that some or all of the facts that he currently believes to be true are untrue and even though he might then regret having signed this Agreement. Except to enforce this Agreement, Employee agrees that he will not pursue, file or assert or permit to be pursued, filed or asserted any claim civil action, suit or legal proceeding seeking equitable or monetary relief (nor will he seek or in any way obtain or accept any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning his employment relationship with the Company and/or the termination thereof with respect to all of the claims released herein arising from the beginning of the world up to and including the date of execution of this Agreement (whether known or unknown to him and including any continuing effects of any acts or practices prior to the date of execution of this Agreement). Except for the payments and benefits set forth herein, Employee acknowledges that canhe has been paid all wages and other amounts due to him and that he is not entitled to any other payments or benefits of any kind. If Employee should bring any action arising out of the subject matter covered by this Agreement, except to enforce this Agreement, he understands and recognizes that he will, at the option of the Company, be released as a matter considered in breach of applicable lawthis Agreement and shall be required to immediately return any and all funds received pursuant to this Agreement. Furthermore, if the Company should prevail concerning any or all of the issues so presented, Employee shall pay to the Company all of the costs and expenses of defense, including attorney’s fees.
Appears in 1 contract
Samples: Separation and Release Agreement (Surfect Holdings, Inc)
Release by Employee. Employee Employee, for and on behalf of himselfEmployee, his descendants, dependents, Employee's heirs, executors, administrators, successors, assigns, attorneys, insurers and agents of each of the foregoing, and the respective predecessors, successors, assigns, heirs, executors, and administrators of each of themthe foregoing (collectively, "Employee Releasing Parties"), does hereby covenants covenant not to xxx or contest, by litigation, arbitration or otherwise, and fully releases and forever remises, releases, discharges each of Holdingsand acquits Employer, AMCE its present and AMC and each of its respective parentsformer employees, subsidiaries and affiliates, past parent and presentsubsidiary corporations, as well as its companies and their trusteesdivisions, the respective present and former directors, stockholders, officers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assignsattorneys and agents of each of the foregoing, and successorsthe respective predecessors, past successors and present, and assigns of each of themthe foregoing (each, hereinafter together an "Employer Party" and collectively referred to as the "Releasees," with respect to Employer Parties") for, of, from and from against any and all claimsclaims for wages (except for payment of the Severance Amount pursuant to Sections 2.2 and 2.3 hereunder), wagesbenefits, covenants, suits, actions, demands, rightsobligations, liensliabilities, agreementsindebtedness, accounts, judgments, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of action of every type, nature and kind or description, debts, amounts of money, accounts, compensations, contracts, covenantscontroversies, actionspromises, suits, causes of action, obligations, debtsdamages, costs, losses and expenses, attorneys' feesof every type, damageskind, judgmentsnature, orders and liabilities of whatever kind description or nature in law, equity or otherwisecharacter, whether now known or unknown, suspected or unsuspected, and whether liquidated or not concealed or hidden, which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releasees, arising out of or in any way connected with his service as an officer, director, employee, member or manager of any Releasee, his separation from his position as an officer, director, employee, manager and/or member, as applicable, of any Releasee, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of themunliquidated, committed or omitted prior to this Agreement, each as though fully set forth herein at length that in any way arise out of, are connected with, or relate to (i) Employee's employment by Employer or any Employer Party; (ii) the date cessation of this Separation Agreement Employee's employment; (iii) Employer's violation of any law, statute or regulation pertaining to Employee's employment including, without limiting the generality of the foregoingbut not limited to, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities federal Fair Labor Standards Act, the Age Discrimination in Employment Act, California Labor Code, any California Wage Orders, California Fair Employment and Housing Act, any regulations under the Family and Medical Leave Act of 1993foregoing, and applicable state any and local law all subsequent amendments to any of the foregoing; (iv) Employer's or any claim Employer Party's breach of contract (except for a breach of this Agreement), including without limitation the employment agreements, or other violation of rules pertaining to Employee's employment including, but not limited to, severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or group medical insurance or any other fringe benefit, benefit of the Employer or any Employer Party or workers' compensation or disability; provided that such release shall not apply to (1) the benefits due to Employee under Section II in connection with the execution and delivery of this Separation Agreement; (2) the equity-based awards previously granted by the Company to Employee as referred to in Exhibit D hereto (which shall be governed by and subject to termination pursuant to the terms and conditions of the written agreements evidencing the applicable awards) and any rights Employee has to the put right set forth in Section IX.B; (3) any right that Employee may have to indemnification pursuant to the Company's certificate of incorporation, bylaws, Section 8 of the Employment Agreement (as defined in Section IX.B) or under applicable laws with respect to any losses that Employee may have incurred or may in the future incur with respect to his past service as an officer or employee of the Companydisability claims; and (4v) with respect any other claim, loss, damages or injury, known or unknown, suspected or unsuspected, liquidated or unliquidated, which arises from or related in any way to any such lossesconduct of the Employer or any Employer Party during the time of employment of Employee irrespective of the nature of the conduct (collectively "Employee Released Claims"). Notwithstanding the foregoing, the claims released and discharged under Section 3.1 shall in no event include any rights that claims by Employee may have to insurance coverage for such losses under any Company directors and officers liability insurance policy. In addition, this release does not cover any claim that cannot be released indemnification as a matter director, officer, employee or agent of applicable Employer to the fullest extent permissible under contract law, by-laws, or other charter provisions.
Appears in 1 contract
Release by Employee. Employee on behalf of Employee, for himself, his descendants, dependents, heirs, executorsand personal and legal representatives, administratorsexcept as provided in Section 4 hereof, assignsdoes hereby irrevocably and unconditionally release, remise and successorsforever discharge Weston, its subsidiaries, affiliates, divisions, officers, directors and employees (the "Releasees"), and each of them, hereby covenants not to xxx however denominated, past, present and fully releases and discharges each of Holdingsfuture, AMCE and AMC and each of its respective parents, subsidiaries and affiliates, past and present, as well as its and their trusteespredecessors, directors, officers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, successors and assigns, and successors, past and present, and each of them, hereinafter together and collectively referred to as the "Releasees," with respect to and from any and all claimsmanner of actions, wagescauses, demandsmatters, rightssuits, liensdues, bonds, judgments, debts, accounts, covenants, agreements, contractsclaims, covenantscontroversies, actionsguarantees, suits, causes of action, obligations, debts, costs, expenses, attorneys' feeswarranties, damages, judgmentsliabilities, orders and liabilities or demands of whatever kind any nature whatsoever in law or nature in lawequity, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, now known to him which he ever had, now owns has or holds hereafter can, shall or he may have, for, upon, or by reason of any matter, action, omission to act, transaction, practice, conduct, cause or thing of any kind whatsoever from the beginning of the world to the date hereof. Such release, remise and discharge of the Releasees includes without limitation any and all claims under any and all federal and state statutes or common law and extends without limitation, to any and all acts, practices or conduct by the Releasees, or the effects thereof, whether or not Employee now has at knowledge of such acts, omissions, practices, conduct or the effects thereof, if any time heretofore owned or held such effects exist or may in the future hold exist as against any of said Releasees, arising out of or in any way connected with his service as an officer, director, employee, member or manager a result of any Releaseeact, his separation from his position as an officeromission, director, employee, manager and/or member, as applicable, of any Releasee, practice or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted conduct that occurred prior to the date hereof. Except as provided in Section 4, this release shall specifically include, but not be limited to, the following:
(a) any and all claims and matters of this Separation Agreement includingany kind which arise or might arise, or which otherwise relate to Employee's employment with Weston or Employee's termination of employment pursuant to the Employment Agreement;
(b) any and all claims for wages and benefits (including without limiting limitation salary, stock, stock options, commissions, bonuses, severance pay, health and welfare benefits, vacation pay and any other fringe-type benefit);
(c) any and all claims for wrongful discharge, breach of contract (whether written or oral, express or implied), and implied covenants of good faith and fair dealing;
(d) any and all claims for alleged employment discrimination on the generality basis of age, race, color, religion, sex, national origin, veteran status, disability and/or handicap, in violation of any federal, state or local statute, ordinance, judicial precedent or executive order, including but not limited to claims for discrimination under the foregoing, any claim under following statutes: Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 2000e et seq., the Americans with Disabilities ActCivil Rights Act of 1866, 42 U.S.C. Section 1981, the Age Discrimination in Employment Act, 29 U.S.C. Section 621 et seq., the Family and Medical Leave Older Workers Benefit Protection Act, the Rehabilitation Act of 19931972, 29 U.S.C. Section 701 et seq., the Americans with Disabilities Act, 42 U.S.C. Section 1201 et seq., and applicable the Pennsylvania Human Relations Act, 43 P.S. Section 951 et seq.;
(e) any and all claims under any federal or state statute relating to employee benefits;
(f) any and local law all claims in tort, including but not limited to any claims for fraud, misrepresentation, defamation, interference with contract or prospective economic advantage, intentional infliction of emotional distress and/or negligence;
(g) any claim and all claims for severance payadditional commissions, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, workers' compensation or disabilitydamages of any kind; provided that such release shall not apply to and
(1) the benefits due to Employee under Section II in connection with the execution and delivery of this Separation Agreement; (2) the equity-based awards previously granted by the Company to Employee as referred to in Exhibit D hereto (which shall be governed by and subject to termination pursuant to the terms and conditions of the written agreements evidencing the applicable awards) and any rights Employee has to the put right set forth in Section IX.B; (3h) any right that Employee may have to indemnification pursuant to the Company's certificate of incorporation, bylaws, Section 8 of the Employment Agreement (as defined in Section IX.B) or under applicable laws with respect to any losses that Employee may have incurred or may in the future incur with respect to his past service as an officer or employee of the Company; and (4) with respect to any such losses, any rights that Employee may have to insurance coverage all claims for such losses under any Company directors attorneys' fees and officers liability insurance policy. In addition, this release does not cover any claim that cannot be released as a matter of applicable lawcosts.
Appears in 1 contract
Samples: Merger Agreement (Weston Roy F Inc)
Release by Employee. Employee on behalf As a material inducement to the Company to enter into this Agreement and, except as provided in Section 6 of himselfthis Agreement, his descendantssubject to (i) the payment of all compensation which shall become due and owing under the Employment Agreement (as modified herein) through the Date of Termination and (ii) the payment of the Fixed Severance, dependentsEmployee, for herself and her heirs, executors, administrators, personal representatives and members of her immediate family, hereby voluntarily, irrevocably and unconditionally releases, acquits and forever discharges the Company and its officers, directors, employees, agents, advisors, shareholders, independent contractors, consultants, attorneys, successors and assigns, and successorsall persons acting by, through, under or in concert with any of them (each individually, a "Releasee" and each of themcollectively, hereby covenants not to xxx and fully releases and discharges each of Holdings, AMCE and AMC and each of its respective parents, subsidiaries and affiliates, past and present, as well as its and their trustees, directors, officers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present, and each of them, hereinafter together and collectively referred to as the "Releasees," "), both individually and in their official capacities with respect to the Company, of and from any and all claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, actions or causes of action, obligationssuits, debts, costsdues, expensessums of money, attorneys' feesaccounts, reckonings, bonds, bills, covenants, claims, charges, complaints, contracts, agreements, trespasses, damages, judgments, orders commissions, executions, demands and liabilities promises whatsoever, in law or equity, that she or her heirs, executors, administrators, personal representatives or members of whatever kind her immediate family may now have or nature in lawhereafter can, equity or otherwiseshall, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against have for, upon, or by reason of any of said Releaseesand all matters, causes or things whatsoever, including, but not limited to, any and all matters arising out of or in relating to Employee's employment relationship with the Company, including, but not limited to, (a) any way connected with his service as an officerclaims for any compensation, directorconsideration or monies, employee, member (b) any claims for or manager rights arising out of any Releaseealleged intentional or negligent infliction of emotional distress or "outrage"; defamation; interference with employment; wrongful discharge; invasion of privacy, his separation from his position as an officer, director, employee, manager and/or member, as applicable, or other alleged violations or breaches of any Releaseecontracts, express or implied, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releaseestort, or any legal restrictions on the Company's right to terminate employees, or (c) any claims for or rights arising out of them, committed or omitted prior to the date any alleged violations of this Separation Agreement including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, as amended; the Employee Retirement Income Security Act of 1974; the Age Discrimination in Employment Act of 1967, as amended; 42 U.S.C. P. 1981; the Vocational Rehabilitation Act; the Equal Pay Act of 1963; the National Labor Relations Act; the Americans with Disabilities Act, ; 29 U.S.C. P. 206(d)(1); Executive Order 11246; Executive Order 11141; Section 503 of the Age Discrimination in Employment Act, the Family and Medical Leave Rehabilitation Act of 19931973, and applicable state and local law or any claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefitalleged violation of any local, workers' compensation state, or disability; provided that such release shall not apply to (1) the benefits due to Employee under Section II in connection federal statutory or common law, regulation or ordinance, and/or public policy, contract or tort law, having any bearing whatsoever on Employee's relationship with the execution and delivery of this Separation Agreement; (2) the equity-based awards previously granted by the Company to Employee as referred to in Exhibit D hereto (which shall be governed by and subject to termination pursuant to Company, including, without limitation, the terms and conditions of the written agreements evidencing the applicable awards) and any rights Employee has to the put right set forth in Section IX.Bher employment; (3) any right provided, however, that Employee does not release the Company from any claims related to a breach by the Company of its obligations hereunder. This release is for any relief, no matter how denominated, including, but not limited to, wages, back pay, front pay, compensatory damages or punitive damages. Employee understands, acknowledges and agrees that by signing this Agreement she is waiving the right to recover in any proceeding she may have bring before the U.S. Equal Employment Opportunity Commission or in any proceeding brought by the U.S. Equal Employment Opportunity Commission on her behalf. Employee further agrees that she will not file or permit to be filed on her behalf any such claim. Employee expressly acknowledges and agrees that the payments being offered to her hereby exceed the amount to which she would otherwise be contractually entitled to receive and constitute consideration for the foregoing release. Nothing herein shall be deemed to be a release of Employee's rights, if any, to indemnification pursuant to any Company insurance contract, or provision of the Company's certificate Charter or the Company's Bylaws which purports to create, for the benefit of incorporationEmployee, bylawsrights to indemnification. Employee's rights, Section 8 if any, to such indemnification shall survive termination of the Employment Agreement (and this Agreement. Notwithstanding anything contained herein to the contrary, except as defined provided in Section IX.B) or under applicable laws with respect to any losses that Employee may have incurred or may in 6 of this Agreement, the future incur with respect to his past service as an officer or employee effectiveness of the Company; release recited in this Section 10(a) is conditioned upon the effectiveness of the release by the Company recited in Section 10(b) of this Agreement. Employee acknowledges that the payments recited in Section 2 of this Agreement are further being given to her in return for her promise not to initiate any court or judicial-type or administrative proceeding against the Company or any Releasee that involves any claim that is covered by this Section 10(a) (and, subject to Section 12(c) of this Agreement, not to participate, cooperate or otherwise assist in any proceeding initiated by any other party) and that if she breaches her promise not to sue (4or to so participate, cooperate or assist) with respect to she will pay all cosxx and expenses of defending against such suit incurred by the Company or any such losses, any rights that Employee may have to insurance coverage for such losses under any Company directors and officers liability insurance policyReleasee. In addition, this release does Employee represents, warrants and covenants to the Company that she has not cover heretofore initiated any court or judicial-type or administrative proceeding against the Company or any Releasee that involves any claim that canshe has released in this Section 10(a) and she has not be released participated, cooperated or otherwise assisted in any proceeding initiated by any other party. For the sake of clarity, on the Date of Termination prior to the receipt of the Fixed Severance, Employee (or her heirs, executors, administrators or personal representatives, as a matter applicable) shall execute another general release in the form of applicable lawExhibit 2.
Appears in 1 contract
Samples: Separation Agreement (Goodys Family Clothing Inc /Tn)
Release by Employee. Employee XXXXX, on behalf of himself, himself and his descendants, dependents, heirs, executors, administratorsattorneys, administrators and assigns, and successorshereby completely, fully, finally, and each of them, hereby covenants not to xxx and fully forever releases and discharges each of Holdings, AMCE and AMC and each of its respective parents, subsidiaries and affiliates, past and presentDGC, as well as its and their trustees, directors, DGC's officers, membersdirectors and employees as of the date of execution of this Agreement, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, assigns, collectively and successors, past and present, and each of them, hereinafter together and collectively referred to as individually (the "DGC Releasees," with respect to and ") from any and all past, present, or future claims, wages, demands, rights, liens, agreements, contracts, covenantscomplaints, actions, suits, causes of action, obligationssuits, judgments, executions, attachments, levies, garnishments, debts, liabilities, profits, bonuses, reimbursements, obligations, costs, expenses, attorneys' feessums of money, stock options, shares of stock, severance, profit sharing, bonuses, salary, wages, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, trespasses, damages, judgmentsand/or compensation, orders and liabilities of whatever kind any nature whatsoever, at law or nature in law, equity or otherwiseequity, whether now known based on contract, statute, tort, or unknown, suspected or unsuspectedstrict liability, and whether for compensatory, special, punitive, statutory, or not concealed any other damages or hiddenremedies ("Claims"), which he XXXXX now owns or holds or he has at any time heretofore owned or held or may in have against the future hold as against any of said DGC Releasees, collectively or individually, arising out of or in related to any way connected with his service act, omission, matter, or thing whatsoever, including without limitation, those arising out of or related to Employee's employment by and/or serve to the Company as an a director officer, director, employee, member or manager otherwise, and/or Employee's termination of employment with the Company, and Employee waives all rights with respect thereto. However, nothing in this provision shall release or otherwise affect any Releasee, his separation from his position as an officer, director, employee, manager and/or member, as applicable, of any ReleaseeDGC's duties or obligations under i) this Agreement, or ii) the Indemnity Agreement between DGC and XXXXX dated March 1, 1999, which shall remain in full force and effect in accordance with its terms notwithstanding any other transactionsterm or conditions of this Agreement, occurrences, acts or omissions iii) the consulting arrangement described herein or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to the date of this Separation Agreement including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Family future agreements entered into between XXXXX and Medical Leave Act of 1993, and applicable state and local law or any claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, workers' compensation or disability; provided that such release shall not apply to (1) the benefits due to Employee under Section II in connection with the execution and delivery of this Separation Agreement; (2) the equity-based awards previously granted by the Company to Employee as referred to in Exhibit D hereto (which shall be governed by and subject to termination pursuant to the terms and conditions of the written agreements evidencing the applicable awards) and any rights Employee has to the put right set forth in Section IX.B; (3) any right that Employee may have to indemnification pursuant to the Company's certificate of incorporation, bylaws, Section 8 of the Employment Agreement (as defined in Section IX.B) or under applicable laws with respect to any losses that Employee may have incurred or may in the future incur with respect to his past service as an officer or employee of the Company; and (4) with respect to any such losses, any rights that Employee may have to insurance coverage for such losses under any Company directors and officers liability insurance policy. In addition, this release does not cover any claim that cannot be released as a matter of applicable lawDGC.
Appears in 1 contract
Release by Employee. 8.1 Except for the Company's obligations set forth in this Agreement and the limitation in Section 8.7, the Employee on behalf of himselfand his spouse, his descendants, dependentsassigns, heirs, executors, administrators, and representatives (collectively the "Releasors") for and in consideration of the undertakings set forth in this Agreement and intending to be legally bound, do hereby REMISE, RELEASE AND FOREVER DISCHARGE the Company and its subsidiaries, affiliates, predecessors, successors, assigns, and successors, and each of them, hereby covenants not to xxx and fully releases and discharges each of Holdings, AMCE and AMC and each all of its respective parentspresent and former managers, subsidiaries and affiliatesmembers, past and present, as well as its and their trusteesofficers, directors, shareholders, employees, agents, representatives, attorneys, insurers, and all of the foregoing's present and former officers, directors, partners, principals, employees, members, managers, partnersshareholders, agentstrustees, attorneys, insurers, employees, stockholdersagents, representatives, assignsand their respective spouses, and successors, past heirs, executors, estates, administrators, representatives, attorneys and present, and each of them, hereinafter together and agents (collectively referred to as the "Releasees," with respect to VDC Released Parties"), from and from any and against all claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligationsdemands, debts, costs, expenses, attorneys' fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which he now owns or holds or he has at any time heretofore owned or held or may in the future hold as against any of said Releasees, arising out of or in any way connected with his service as an officer, director, employee, member or manager suits of any Releasee, his separation from his position as an officer, director, employee, manager and/or member, as applicable, of any Releasee, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whateverkind, known or unknownunknown which the Releasors ever had, suspected or unsuspected, resulting from any act or omission by or on the part of said Releaseesnow have, or hereafter may have by reason of any matter, cause or thing whatsoever from the beginning of them, committed or omitted prior to the date world through the Date of this Separation Agreement.
8.2 The Employee explicitly understands, acknowledges and agrees that by virtue of executing this Agreement includinghe is releasing claims that might arise under many different laws (including statutes, without limiting regulations, other administrative guidance, and common law doctrines) such as the generality of following:
(a) Anti-discrimination statutes, such as the foregoingAge Discrimination in Employment Act and Executive Order 11,141, any claim under which prohibit age discrimination in employment, Title VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights Act of 1966, and Executive Order 11,246, which prohibit discrimination based on race, color, national origin, religion, or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans with With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which 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 Age Discrimination in Employment ActEmployee 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, which requires employers to provide leaves of absence under certain circumstances; and applicable state and local law or any claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefitfederal laws relating to employment, such as veterans' reemployment rights laws; and
(c) Other laws, such as any federal, state, or local laws providing workers' compensation benefits, restricting an employer's right to terminate employees, or disabilityotherwise regulating employment; provided 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 such release shall examples of claims he is releasing include, but are not apply limited to: (i) claims that in any way relate to (1) the benefits due to Employee under Section II in connection his employment with the execution and delivery Company or VDC, or the termination of this Separation Agreementthat employment, such as claims for compensation, bonuses, commissions, lost wages, or unused accrued vacation or sick pay; (2ii) the equity-based awards previously granted by the Company to Employee as referred to claims that in Exhibit D hereto (which shall be governed by and subject to termination pursuant any way relate to the terms design or administration of any employee benefit program; (iii) claims that he has irrevocable or vested rights to severance or similar benefits 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 conditions 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 written agreements evidencing facts he currently believes to be true are untrue and even though he might then regret having signed this Agreement. Nevertheless, the applicable awardsEmployee 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) and involving any rights Employee has to matter within the put right scope of the release set forth in Section IX.B; 8. Employee agrees that he will not provide any assistance or advisory services efforts (3unless required by law or compelled by legal process) any right that Employee may have to indemnification pursuant to the Company's certificate of incorporation, bylaws, Section 8 of the Employment Agreement (as defined in Section IX.B) or under applicable laws with respect to any losses that Employee may have incurred third parties in connection with any disputes, claims or may in legal proceedings between such third parties and the future incur with respect to his past service as an officer or employee of the Company; and (4) with respect to any such losses, any rights that Employee may have to insurance coverage for such losses under any Company directors and officers liability insurance policy. In addition, this release does not cover any claim that cannot be released as a matter of applicable lawVDC Entities.
Appears in 1 contract
Release by Employee. In exchange for the Company's payment or furnishing to Employee on behalf of himselfcertain severance under, his descendantsand as described in, dependentsthe Employment Agreement, heirswhich is conditioned upon the execution and delivery of this Release by the Employee, executorswithout revocation (the "Severance"), administratorsEmployee hereby knowingly, irrevocably and unconditionally releases, waives, and forever discharges the Company, its parents, affiliates, subsidiaries, divisions, predecessors, successors and assigns, and successors, and each of them, hereby covenants not to xxx and fully releases and discharges each of Holdings, AMCE and AMC and each of its respective parents, subsidiaries and affiliates, past and present, as well as together with its and their trustees, directors, officers, members, managers, partners, respective agents, attorneys, insurersdirectors, employees, stockholdersofficers, representatives, assignsstockholders, successors and successorsassigns (collectively, past and present, and each of them, hereinafter together and collectively referred to as the "Releasees," with respect to and Released Parties"), from any and all claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, actions or causes of action, obligationssuits, debtsclaims, costscharges, expensescomplaints, attorneys' feespromises, damagesdemands and contracts (whether oral or written, judgments, orders and liabilities of whatever kind express or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which he now owns or holds or he has at implied from any time heretofore owned or held or may in the future hold as against any of said Releasees, arising out of or in any way connected with his service as an officer, director, employee, member or manager source) of any Releasee, his separation from his position as an officer, director, employee, manager and/or member, as applicable, of any Releasee, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatevernature whatsoever, known or unknown, suspected or unsuspectedunsuspected ("Claim"), resulting from any act or omission by or on which against the part of said ReleaseesReleased Parties, Employee or any of themEmployee's heirs, committed executors, administrators, successors or omitted prior assigns ever had, now has or hereafter can, shall or may have by reason of any matter, cause or thing whatsoever arising from the beginning of time to the date Employee executes this Agreement and any and all rights or claims relating in any way to the termination of this Separation Agreement Employee's employment with the Company, including, without limiting the generality of the foregoingbut not limited to, any claim rights or claims: (a) relating in any way to Employee's employment with the Company; (b) arising under any statute or regulation including, but not limited to, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act (the "ADEA"), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974, the Americans with With Disabilities Act of 1990, the Fair Labor Standards Act, the Age Discrimination in Employment Occupational Safety and Health Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Federal Family and Medical Leave Act of 1993, the Equal Pay Act and applicable the Worker Adjustment and Retraining Notification Act, each as amended, Connecticut state or local laws respecting employment, including but not limiting to, the Connecticut Fair Employment Practices Act, the Connecticut Workers' Compensation Act, the Connecticut Family and local law Medical Leave Act, Connecticut's drug testing laws, Connecticut's "whistleblower" statutes, Connecticut's aids testing and medical information laws, and Connecticut's laws regulating smoking in the workplace and the electronic monitoring of employees; or any claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or (c) arising under any other fringe benefitalleged violation of any other federal, workers' compensation state or disabilitylocal law, including civil or human rights law, ordinance, regulation and/or public policy, implied or expressed contract, fraud, negligence, estoppel, defamation, infliction of emotional distress or other tort or common-law claim and allegations for costs, fees or other expenses, including reasonable attorney's fees, incurred in connection with any of the matters released in this Section 1; provided that such provided, however, the foregoing release shall not apply to (1) extinguish the benefits due to Employee Company's obligations and the Employee's rights under Section II in connection with the execution and delivery of this Separation Agreement; (2) the equity-based awards previously granted by the Company to Employee as referred to in Exhibit D hereto (which shall be governed by and subject to termination pursuant to the terms and conditions surviving provisions of the written agreements evidencing the applicable awards) and any rights Employee has to the put right Employment Agreement as set forth in Section IX.B; (314(k) any right that Employee may have to indemnification pursuant to thereof or the Company's certificate Stock Option Agreement granted as of incorporationApril 15, bylaws, Section 8 of the Employment Agreement (as defined in Section IX.B) or under applicable laws with respect to any losses that Employee may have incurred or may in the future incur with respect to his past service as an officer or employee of the Company; and (4) with respect to any such losses, any rights that Employee may have to insurance coverage for such losses under any Company directors and officers liability insurance policy. In addition, this release does not cover any claim that cannot be released as a matter of applicable law2004.
Appears in 1 contract
Samples: Employment Agreement (DSL Net Inc)
Release by Employee. Employee on behalf of Employee, for himself, his descendants, dependents, heirs, executorsand personal and legal representatives, administratorsexcept as provided in Section 4 hereof, assignsdoes hereby irrevocably and unconditionally release, remise and successorsforever discharge Weston, its subsidiaries, affiliates, divisions, officers, directors and employees (the "Releasees"), and each of them, hereby covenants not to xxx however denominated, past, present and fully releases and discharges each of Holdingsfuture, AMCE and AMC and each of its respective parents, subsidiaries and affiliates, past and present, as well as its and their trusteespredecessors, directors, officers, members, managers, partners, agents, attorneys, insurers, employees, stockholders, representatives, successors and assigns, and successors, past and present, and each of them, hereinafter together and collectively referred to as the "Releasees," with respect to and from any and all claimsmanner of actions, wagescauses, demandsmatters, rightssuits, liensdues, bonds, judgments, debts, accounts, covenants, agreements, contractsclaims, covenantscontroversies, actionsguarantees, suits, causes of action, obligations, debts, costs, expenses, attorneys' feeswarranties, damages, judgmentsliabilities, orders and liabilities or demands of whatever kind any nature whatsoever in law or nature in lawequity, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, now known to him which he ever had, now owns has or holds hereafter can, shall or he may have, for, upon, or by reason of any matter, action, omission to act, transaction, practice, conduct, cause or thing of any kind whatsoever from the beginning of the world to the date hereof. Such release, remise and discharge of the Releasees includes without limitation any and all claims under any and all federal and state statutes or common law 17 and extends without limitation, to any and all acts, practices or conduct by the Releasees, or the effects thereof, whether or not Employee now has at knowledge of such acts, omissions, practices, conduct or the effects thereof, if any time heretofore owned or held such effects exist or may in the future hold exist as against any of said Releasees, arising out of or in any way connected with his service as an officer, director, employee, member or manager a result of any Releaseeact, his separation from his position as an officeromission, director, employee, manager and/or member, as applicable, of any Releasee, practice or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted conduct that occurred prior to the date hereof. Except as provided in Section 4, this release shall specifically include, but not be limited to, the following:
(a) any and all claims and matters of this Separation Agreement includingany kind which arise or might arise, or which otherwise relate to Employee's employment with Weston or Employee's termination of employment pursuant to the Employment Agreement;
(b) any and all claims for wages and benefits (including without limiting limitation salary, stock, stock options, commissions, bonuses, severance pay, health and welfare benefits, vacation pay and any other fringe-type benefit);
(c) any and all claims for wrongful discharge, breach of contract (whether written or oral, express or implied), and implied covenants of good faith and fair dealing;
(d) any and all claims for alleged employment discrimination on the generality basis of age, race, color, religion, sex, national origin, veteran status, disability and/or handicap, in violation of any federal, state or local statute, ordinance, judicial precedent or executive order, including but not limited to claims for discrimination under the foregoing, any claim under following statutes: Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 2000e et seq., the Americans with Disabilities ActCivil Rights Act of 1866, 42 U.S.C. Section 1981, the Age Discrimination in Employment Act, 29 U.S.C. Section 621 et seq., the Family and Medical Leave Older Workers Benefit Protection Act, the Rehabilitation Act of 19931972, 29 U.S.C. Section 701 et seq., the Americans with Disabilities Act, 42 U.S.C. Section 1201 et seq., and applicable the Pennsylvania Human Relations Act, 43 P.S. Section 951 et seq.;
(e) any and all claims under any federal or state statute relating to employee benefits;
(f) any and local law all claims in tort, including but not limited to any claims for fraud, misrepresentation, defamation, interference with contract or prospective economic advantage, intentional infliction of emotional distress and/or negligence;
(g) any claim and all claims for severance payadditional commissions, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, workers' compensation or disabilitydamages of any kind; provided that such release shall not apply to and
(1) the benefits due to Employee under Section II in connection with the execution and delivery of this Separation Agreement; (2) the equity-based awards previously granted by the Company to Employee as referred to in Exhibit D hereto (which shall be governed by and subject to termination pursuant to the terms and conditions of the written agreements evidencing the applicable awards) and any rights Employee has to the put right set forth in Section IX.B; (3h) any right that Employee may have to indemnification pursuant to the Company's certificate of incorporation, bylaws, Section 8 of the Employment Agreement (as defined in Section IX.B) or under applicable laws with respect to any losses that Employee may have incurred or may in the future incur with respect to his past service as an officer or employee of the Company; and (4) with respect to any such losses, any rights that Employee may have to insurance coverage all claims for such losses under any Company directors attorneys' fees and officers liability insurance policy. In addition, this release does not cover any claim that cannot be released as a matter of applicable lawcosts.
Appears in 1 contract
Release by Employee. In exchange for the Company’s payment or furnishing to Employee on behalf of himselfcertain severance under, his descendantsand as described in, dependentsthe Employment Agreement, heirswhich is conditioned upon the execution and delivery of this Release by the Employee, executorswithout revocation (the “Severance”), administratorsEmployee hereby knowingly, irrevocably and unconditionally releases, waives, and forever discharges the Company, its parent, affiliates, subsidiaries, divisions, predecessors, successors and assigns, and successors, and each of them, hereby covenants not to xxx and fully releases and discharges each of Holdings, AMCE and AMC and each of its respective parents, subsidiaries and affiliates, past and present, as well as together with its and their trustees, directors, officers, members, managers, partners, respective agents, attorneys, insurersdirectors, employees, stockholdersofficers, representatives, assignsstockholders, successors and successorsassigns (collectively, past and present, and each of them, hereinafter together and collectively referred to as the "Releasees," with respect to and Released Parties"), from any and all claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, actions or causes of action, obligationssuits, debtsclaims, costscharges, expensescomplaints, attorneys' feespromises, damagesdemands and contracts (whether oral or written, judgmentsexpress or implied, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which he now owns or holds or he has at from any time heretofore owned or held or may in the future hold as against any of said Releasees, arising out of or in any way connected with his service as an officer, director, employee, member or manager source) of any Releasee, his separation from his position as an officer, director, employee, manager and/or member, as applicable, of any Releasee, or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatevernature whatsoever, known or unknown, suspected or unsuspectedunsuspected (“Claim”), resulting from any act or omission by or on which against the part of said ReleaseesReleased Parties, Employee or any of themEmployee's heirs, committed executors, administrators, successors or omitted prior assigns ever had, now has or hereafter can, shall or may have by reason of any matter, cause or thing whatsoever arising from the beginning of time to the date Employee executes this Release and any and all rights or claims relating in any way to the termination of this Separation Agreement Employee's employment with the Company, including, without limiting the generality of the foregoingbut not limited to, any claim rights or claims: (a) relating in any way to Employee's employment with the Company; (b) arising under any statute or regulation including, but not limited to, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act (the "ADEA"), the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Employee Retirement Income Security Act of 1974, the Americans with With Disabilities Act of 1990, the Fair Labor Standards Act, the Age Discrimination in Employment Occupational Safety and Health Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Federal Family and Medical Leave Act of 1993, the Equal Pay Act and applicable the Worker Adjustment and Retraining Notification Act, each as amended, Connecticut state or local laws respecting employment, including but not limiting to, the Connecticut Fair Employment Practices Act, the Connecticut Workers' Compensation Act, the Connecticut Family and local law Medical Leave Act, Connecticut's drug testing laws, Connecticut's “whistleblower” statutes, Connecticut's aids testing and medical information laws, and Connecticut's laws regulating smoking in the workplace and the electronic monitoring of employees; or any claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or (c) arising under any other fringe benefitalleged violation of any other federal, workers' compensation state or disabilitylocal law, including civil or human rights law, ordinance, regulation and/or public policy, implied or expressed contract, fraud, negligence, estoppel, defamation, infliction of emotional distress or other tort or common-law claim, and allegations for costs, fees or other expenses, including reasonable attorney's fees, incurred in connection with any of the matters released in this Section 1; provided that such provided, however, the foregoing release shall not apply to (1) extinguish the benefits due to Employee Company’s obligations and the Employee’s rights under Section II in connection with the execution and delivery of this Separation Agreement; (2) the equity-based awards previously granted by the Company to Employee as referred to in Exhibit D hereto (which shall be governed by and subject to termination pursuant to the terms and conditions surviving provisions of the written agreements evidencing the applicable awards) and any rights Employee has to the put right Employment Agreement as set forth in Section IX.B; (314(k) any right that Employee may have to indemnification pursuant to the Company's certificate of incorporation, bylaws, Section 8 of the Employment Agreement (as defined in Section IX.B) or under applicable laws with respect to any losses that Employee may have incurred or may in the future incur with respect to his past service as an officer or employee of the Company; and (4) with respect to any such losses, any rights that Employee may have to insurance coverage for such losses under any Company directors and officers liability insurance policy. In addition, this release does not cover any claim that cannot be released as a matter of applicable lawthereof.
Appears in 1 contract
Samples: Employment Agreement (DSL Net Inc)