Release by Employee. (a) Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the Company, which is defined for the purposes of this Section 4 to include the Company and any affiliated company, parent company or subsidiary, and each of their respective predecessors, affiliates, assigns, members, directors, officers, and employees, whether past or present, from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world to the date of Employee’s execution of this Agreement, including, but not limited to, all claims arising out of Employee’s employment with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, such as (by way of example only) (i) any claim arising out of or related to contract (including, but not limited to, the Employment Agreement), quasi contract, tort, tortious course of conduct, libel or slander, defamation, privacy rights, public policy, law or equity, mental and/or emotional distress, back pay, front pay, loss of income, and including all claims for wages, commissions, notice, pay in lieu of notice, severance pay, bonus, impairment of economic opportunity, reimbursements, commissions, implied or express employment contracts and/or estoppel, or (ii) any claims for alleged violations under: The National Labor Relations Act, as amended; Title VII of the Civil Rights Act of 1964, as amended; The Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended (but solely with respect to unvested benefits); The Immigration Reform Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Employment Act of 1967, as amended; The Fair Labor Standards Act, as amended; The Occupational Safety and Health Act, as amended; The Family and Medical Leave Act of 1993; The New York State Human Rights Law, as amended; The New York Wage and Hour Laws, as amended; The New York Equal Pay Laws, as amended; the New York Civil Rights Laws, as amended; The New York State Executive Laws, as amended; The Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”) (except as set forth in Section 4(e) below); The Xxxxxxxx-Xxxxx Act of 2002; or any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance, including without limitation any law, regulation or ordinance of the State of New York, or any local jurisdiction within the State. In addition, and without limiting the foregoing, Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the shareholders, licensors, agents, outside professional service providers and attorneys of the Company, whether past or present, from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world to the date of Employee’s execution of this Agreement arising out of Employee’s employment with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, including, but not limited, to the claims identified in clauses (i) and (ii) above. (b) The foregoing release includes any claim for costs, fees, or other expenses, including attorneys' fees, incurred in these matters. (c) Notwithstanding the foregoing, nothing herein shall be deemed a release, waiver or discharge by Employee of Employee’s right to institute any action required to enforce the terms of this Agreement including, but not limited to, Employee’s rights to obtain all payments due under this Agreement, as referenced herein; (d) Employee acknowledges and agrees that this release, and the covenant not to xxx set forth in Section 6 of this Agreement, are essential and material terms of this Agreement and that, without such releases and covenant not to xxx, no agreement would have been reached by the Parties and no payment would have been paid by the Company hereunder. Employee understands and acknowledges the significance and consequences of this Agreement. (e) The foregoing release does not apply to (i) any benefits to which Employee may be entitled under any benefit plan of the Company or its affiliates, including, but not limited to, its 401(k) plan (if applicable), (ii) any rights Employee may have to COBRA continuation coverage, (iii) any rights Employee may have to indemnification or insurance coverage under any agreement, articles of incorporation, bylaws, operating agreement or directors and officers insurance policy or applicable law, (iv) any rights Employee may have to workers’ compensation benefits, unemployment insurance benefits or any other benefits required to be provided by statute, or (v) any claims that may arise after the date of Employee’s execution of this Agreement. (f) Notwithstanding the foregoing, in the event a beneficiary of the release contained in this Section 4 files a claim or action against Employee based upon any claim arising prior to the execution of this Agreement, then the release contained in this Section 4 (and the covenant not to xxx contained in Section 6) shall be null, void, and of no force or effect solely with respect to the person(s) or entity(ies) bringing such claims or actions.
Appears in 2 contracts
Samples: Employment Agreement (Misonix Inc), Employment Agreement (Misonix Inc)
Release by Employee. (a) EmployeeAs a material inducement to IMARX to enter into this Agreement and in consideration for the payment of the amount set forth in this Agreement, you, for Employeeyourself and for all persons claiming by, Employee’s successorsthrough, administrators, heirs and assignsor under you, hereby fully absolutely, irrevocably, completely and generally releases, waives unconditionally release and forever discharges the Company, which is defined for the purposes of this Section 4 to include the Company discharge IMARX and any affiliated company, parent company or subsidiary, and each of their respective predecessorsIMARX’s subsidiaries, affiliates, successors, assigns, membersagents, directors, officers, and employees, whether past representatives, attorneys and all persons acting by, through, under or present, in concert with any of them (“Releasees”) of and from any and all actionsclaims, suitsdemands, charges, grievances, damages, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any natureaccounts, including costs and attorneys’ costs, attorney’s fees, whether known expenses, liens, future rights, and causes of action of every kind and nature whatsoever based on or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world to the date of Employee’s execution of this Agreement, including, but not limited to, all claims in any way arising out of Employee’s employment with events or omissions occurring prior to the Companyeffective date of this Agreement (“Claims”). The Claims from which you are releasing Releasees herein include, its subsidiarieswithout limitation, parent companies breach of implied or express contract, including contract of employment, breach of implied covenant of good faith and affiliatesfair dealing, their predecessorslibel, successors and assigns, such as (by way of example only) (i) any claim arising out of or related to contract (including, but not limited to, the Employment Agreement), quasi contractslander, tort, tortious course wrongful discharge or termination of conductemployment, libel or slander, defamation, privacy rights, public policy, law or equity, mental and/or infliction of emotional distress, back pay, front pay, loss of income, employment discrimination and including all any other claims for wages, commissions, notice, pay under the Age Discrimination in lieu of notice, severance pay, bonus, impairment of economic opportunity, reimbursements, commissions, implied or express employment contracts and/or estoppel, or (ii) any claims for alleged violations under: The National Labor Relations Employment Act, as amended; the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, as amended; The the Fair Labor Standards Act, the Americans With Disabilities Act, all Arizona Antidiscrimation Laws, including but not limited to the Arizona Civil Rights Act, the Worker Adjustment and Retraining Notification Act of 1991; Sections 1981 through 1988 of Title 42 of (WARN Act), the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended (but solely with respect to unvested benefitsERISA); The Immigration Reform Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Employment Act of 1967, as amended; The Fair Labor Standards Act, as amended; The Occupational Safety and Health Act, as amended; The Family and Medical Leave Act of 1993; The New York State Human Rights Law, as amended; The New York Wage and Hour Laws, as amended; The New York Equal Pay Laws, as amended; the New York Civil Rights Laws, as amended; The New York State Executive Laws, as amended; The Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”) (except as set forth in Section 4(e) below); The Xxxxxxxx-Xxxxx Act of 2002; or any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance, including without limitation any law, regulation or ordinance of the State of New York, or any local jurisdiction within the State. In addition, and without limiting all other laws prohibiting age, race, religion, sex, sexual orientation, national origin, color, disability and other forms of employment discrimination, claims growing out of any legal restrictions on IMARX’s right to terminate its employees, and all other claims arising in any way out of your employment relationship with IMARX or the foregoing, Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the shareholders, licensors, agents, outside professional service providers and attorneys termination of the Companythat relationship as part of this workforce reduction, whether past or present, from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ fees, whether now known or unknown, suspected or unsuspected, anticipated including future rights, based upon or unanticipated, which Employee has or may have from the beginning of the world to the date of Employee’s execution of this Agreement in any way arising out of Employee’s events or omissions occurring prior to the effective date of this Agreement. You specifically waive any and all claims for back pay, front pay, or any other form of compensation, except as set forth herein. You hereby waive any right to recover damages, costs, attorneys’ fees, and any other relief in any proceeding or action brought against IMARX by any other party, including without limitation the Equal Employment Opportunity Commission, the Arizona Civil Rights Division, the Industrial Commission of Arizona, the United States Department of Labor, or any other administrative agency asserting any claim, charge, demand, grievance, or cause of action related to your employment relationship with IMARX or the Companytermination of that relationship. You are not waiving any rights you have to be paid any compensation you are owed through your last day of employment, its subsidiariesincluding any accumulated PTO you are owed, parent companies and affiliatesshould you be owed any upon termination. You are not waiving your rights, their predecessors, successors and assigns, including, but not limitedif any, to unemployment insurance benefits. You also are not waiving your rights to any worker’s compensation benefits you may be receiving. Notwithstanding anything herein to the claims identified in clauses (i) and (ii) above.
(b) The foregoing release includes contrary, you are not waiving any claim for costs, fees, or other expenses, including attorneys' fees, incurred in these matters.
(c) Notwithstanding the foregoing, nothing herein shall be deemed a release, waiver or discharge by Employee of Employee’s right rights to institute any action required to enforce indemnification you may have under the terms of this the Indemnification Agreement including, but not limited to, Employee’s rights to obtain all payments due under this Agreement, as referenced herein;
(d) Employee acknowledges and agrees that this release, and the covenant not to xxx set forth in Section 6 of this Agreement, are essential and material terms of this Agreement such agreement remain in full force and that, without such releases and covenant not to xxx, no agreement would have been reached by the Parties and no payment would have been paid by the Company hereunder. Employee understands and acknowledges the significance and consequences of this Agreementeffect.
(e) The foregoing release does not apply to (i) any benefits to which Employee may be entitled under any benefit plan of the Company or its affiliates, including, but not limited to, its 401(k) plan (if applicable), (ii) any rights Employee may have to COBRA continuation coverage, (iii) any rights Employee may have to indemnification or insurance coverage under any agreement, articles of incorporation, bylaws, operating agreement or directors and officers insurance policy or applicable law, (iv) any rights Employee may have to workers’ compensation benefits, unemployment insurance benefits or any other benefits required to be provided by statute, or (v) any claims that may arise after the date of Employee’s execution of this Agreement.
(f) Notwithstanding the foregoing, in the event a beneficiary of the release contained in this Section 4 files a claim or action against Employee based upon any claim arising prior to the execution of this Agreement, then the release contained in this Section 4 (and the covenant not to xxx contained in Section 6) shall be null, void, and of no force or effect solely with respect to the person(s) or entity(ies) bringing such claims or actions.
Appears in 2 contracts
Samples: Separation and Release of Claims Agreement (Imarx Therapeutics Inc), Separation and Release of Claims Agreement (Imarx Therapeutics Inc)
Release by Employee. (a) Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the Company, which is defined In exchange for the purposes of this Section 4 payments and benefits provided to include Employee pursuant to that certain Employment Agreement entered into by and between the Company and any affiliated companyEmployee, dated as of [ ], (the “Agreement”) and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee agrees unconditionally and forever to release and discharge the Company and the Company’s affiliated, related, parent company or subsidiaryand subsidiary corporations, and each of as well as their respective predecessorspast and present parents, subsidiaries, affiliates, assignsassociates, members, directorsstockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, employees, officers, directors and employeesall persons acting by, whether past through, under, or presentin concert with them, or any of them (hereinafter the “Releasees”) from any and all manner of claims, actions, suitscauses of action, debtsin law or in equity, demands, damagesrights, claims, judgments, liabilities, benefits or other remedial relief damages of any naturekind or nature which he or she may now have, including costs and attorneys’ feesor ever have, whether known or unknown, suspected fixed or unsuspectedcontingent, anticipated including any claims, causes of action or unanticipateddemands of any nature (hereinafter called “Claims”), which that Employee now has or may hereafter have from against the beginning Releasees by reason of the world any and all acts, omissions, events or facts occurring or existing prior to the date of Employee’s execution of this Agreement, includingRelease. The Claims released hereunder specifically include, but are not limited to, all any claims arising out for fraud; breach of Employee’s employment contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, such as (by way contract; wrongful or unlawful discharge or demotion; violation of example only) (i) any claim arising out of or related to contract (including, but not limited to, the Employment Agreement), quasi contract, tort, tortious course of conduct, libel or slander, defamation, privacy rights, public policy, law ; sexual or equity, mental and/or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress, back pay, front pay, loss of income, and including all claims for ; intentional or negligent misrepresentation; conspiracy; failure to pay wages, commissionsbenefits, notice, pay in lieu of noticevacation pay, severance pay, bonus, impairment of economic opportunity, reimbursements, commissions, implied or express employment contracts and/or estoppelequity, attorneys’ fees, or (ii) other compensation of any claims for alleged violations under: The National Labor Relations sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended; The , by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended (but solely with respect to unvested benefits); The Immigration Reform Control Equal Pay Act, as amended, 29 U.S.C. § 206(d); The the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, as amended42 U.S.C. § 12101 et seq.; The Age Discrimination in Employment Act of 1967the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; The the Worker Adjustment and Retraining Notification Act (“WARN”), as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, as amended29 U.S.C. § 215 et seq.; The Occupational Safety and Health Act, as amended; The Family and Medical Leave Act of 1993; The the New York State Human Rights Law, as amended; The New York Wage and Hour LawsN.Y. Exec Law Art. 15, as amended; The New York Equal Pay Laws, as amended§ 290 et seq.; the New York Civil Rights Laws, as amendedState WARN Act; The the New York State Executive LawsLabor Law; the New York City Human Rights Law; the New York City Earned Sick Time Act; Section 125 of the New York Workers’ Compensation Law, as amendedNew York State Civil Rights Law, Article 23-A of the New York State Corrections Law; The Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”) (except as set forth in Section 4(e) below); The Xxxxxxxx-Xxxxx Act of 2002; or and any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance, including without limitation any law, regulation or ordinance laws of the State of New York, or any local jurisdiction within the State. In addition, and without limiting the foregoing, Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the shareholders, licensors, agents, outside professional service providers and attorneys of the Company, whether past or present, from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world to the date of Employee’s execution of this Agreement arising out of Employee’s employment with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, including, but not limited, to the claims identified in clauses (i) and (ii) abovesimilar effect.
(b) The foregoing release includes any claim for costs, fees, or other expenses, including attorneys' fees, incurred in these matters.
(c) Notwithstanding the foregoing, nothing herein shall be deemed a release, waiver or discharge by Employee of Employee’s right to institute any action required to enforce the terms of this Agreement including, but not limited to, Employee’s rights to obtain all payments due under this Agreement, as referenced herein;
(d) Employee acknowledges and agrees that this release, and the covenant not to xxx set forth in Section 6 of this Agreement, are essential and material terms of this Agreement and that, without such releases and covenant not to xxx, no agreement would have been reached by the Parties and no payment would have been paid by the Company hereunder. Employee understands and acknowledges the significance and consequences of this Agreement.
(e) The foregoing release does not apply to (i) any benefits to which Employee may be entitled under any benefit plan of the Company or its affiliates, including, but not limited to, its 401(k) plan (if applicable), (ii) any rights Employee may have to COBRA continuation coverage, (iii) any rights Employee may have to indemnification or insurance coverage under any agreement, articles of incorporation, bylaws, operating agreement or directors and officers insurance policy or applicable law, (iv) any rights Employee may have to workers’ compensation benefits, unemployment insurance benefits or any other benefits required to be provided by statute, or (v) any claims that may arise after the date of Employee’s execution of this Agreement.
(f) Notwithstanding the foregoing, in the event a beneficiary of the release contained in this Section 4 files a claim or action against Employee based upon any claim arising prior to the execution of this Agreement, then the release contained in this Section 4 (and the covenant not to xxx contained in Section 6) shall be null, void, and of no force or effect solely with respect to the person(s) or entity(ies) bringing such claims or actions.
Appears in 1 contract
Release by Employee. (a) EmployeeIn exchange for the monies, for Employeebenefits and promises described in Sections 2 through 6, Employee’s successorshereof, administrators, heirs Employee knowingly and assigns, hereby fully and generally releases, waives voluntarily releases and forever discharges the Company, which is defined for the purposes of this Section 4 to include the Company and any affiliated company, parent company or subsidiary, and each of their respective predecessors, affiliates, assigns, members, directors, officers, its Representatives (collectively referred to as the "Company Releasees") of and employees, whether past or present, from any and all actionsactions or causes of action, suits, debtsclaims, demandscharges, complaints, damages, claims, judgments, liabilities, benefits obligations, promises and contracts whatsoever, in law or other remedial relief of any nature, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipatedequity, which Employee has or now has, may have from or has, had against the beginning Company Releasees, including all unknown, undisclosed and unanticipated losses, wrongs, injuries, debts, claims or damages to Employee, for, upon, or by reason of the world to any matter, cause or thing whatsoever, which Employee ever had, now has, or shall have as of the date of this Separation Agreement (provided that the release set forth herein specifically excludes Employee’s execution 's right to enforce the terms of this Separation Agreement), including, but not limited to:
(i) any and all matters arising out of Employee's employment by the Company and the cessation of said employment, including, but not limited to, any claims for wages salary, bonuses, commissions, incentive pay, stock or stock options, benefits, severance pay, vacation pay; or other compensation;
(ii) any and all charges, claims or causes of action under federal law arising out of Employee’s 's employment with by the CompanyCompany and the cessation of said employment, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, such as (by way of example only) (i) any claim arising out of or related to contract (including, but not limited to, any alleged violation of the Employment Agreement), quasi contract, tort, tortious course of conduct, libel or slander, defamation, privacy rights, public policy, law or equity, mental and/or emotional distress, back pay, front pay, loss of income, and including all claims for wages, commissions, notice, pay in lieu of notice, severance pay, bonus, impairment of economic opportunity, reimbursements, commissions, implied or express employment contracts and/or estoppel, or (ii) any claims for alleged violations under: The National Labor Relations Act, as amended; any claims for discrimination of any kind under Title VII of the Civil Rights Act of 1964, as amended; The Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code, as amendedand the Americans With Disabilities Act of 1990; The any alleged violation of the Employee Retirement Income Security Act of 1974, as amended 1974 (but solely with respect to unvested benefitsERISA) (except for vested benefits under any qualified retirement plan which are not affected by this Separation Agreement); The Immigration Reform Control Act, as amended; The Americans with Disabilities Act any alleged violation of 1990, as amended; The Age Discrimination in Employment Act of 1967, as amended; The the Fair Labor Standards Act, as amended; The any alleged violation of the Occupational Safety and Health Act, as amended; The any alleged violation of the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA); and any alleged violation of the Federal Family and Medical Leave Act of 1993; The New York State Human Rights Law, as amended; The New York Wage and Hour Laws, as amended; The New York Equal Pay Laws, as amended; the New York Civil Rights Laws, as amended; The New York State Executive Laws, as amended; The Consolidated Omnibus Budget Reconciliation Act, as amended ;
(“COBRA”iii) (except as set forth in Section 4(e) below); The Xxxxxxxx-Xxxxx Act of 2002; or any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance, including without limitation any law, regulation or ordinance of the State of New York, or any local jurisdiction within the State. In addition, and without limiting the foregoing, Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the shareholders, licensors, agents, outside professional service providers and attorneys of the Company, whether past or present, from any and all actionscharges, suits, debts, demands, damages, claims, judgments, liabilities, benefits claims or other remedial relief causes of any nature, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world to the date of Employee’s execution of this Agreement action under Connecticut state law arising out of Employee’s 's employment with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, including, but not limited, to the claims identified in clauses (i) and (ii) above.
(b) The foregoing release includes any claim for costs, fees, or other expenses, including attorneys' fees, incurred in these matters.
(c) Notwithstanding the foregoing, nothing herein shall be deemed a release, waiver or discharge by Employee of Employee’s right to institute any action required to enforce the terms of this Agreement including, but not limited to, Employee’s rights to obtain all payments due under this Agreement, as referenced herein;
(d) Employee acknowledges and agrees that this release, and the covenant not to xxx set forth in Section 6 of this Agreement, are essential and material terms of this Agreement and that, without such releases and covenant not to xxx, no agreement would have been reached by the Parties and no payment would have been paid by the Company hereunder. Employee understands and acknowledges the significance and consequences cessation of this Agreement.
(e) The foregoing release does not apply to (i) any benefits to which Employee may be entitled under any benefit plan of the Company or its affiliatessaid employment, including, but not limited to, its 401(k) plan (if applicable)any alleged violation of Connecticut's Equal Pay Law; Fair Employment Practices Act; Human Rights and Opportunities Law; Occupational Safety and Health Laws; AIDS Testing Law; Reproductive Hazards Law; the Smokers Rights Law; the Family and Medical Leave Law; the Wage and Hour Laws; the Political Activities provisions; the Voting, (ii) any rights Employee may have to COBRA continuation coverageMilitary Service Leave, (iii) any rights Employee may have to indemnification or insurance coverage under any agreement, articles of incorporation, bylaws, operating agreement or directors Jury and officers insurance policy or applicable law, Witness Duty provisions; the Smoking and Drug Testing provisions; the Whistleblower Protection provisions; and the Workers' Compensation provisions;
(iv) any rights Employee may have to workers’ compensation benefitsand all charges, unemployment insurance benefits claims, or causes of action arising out of Employee's employment by the Company and the cessation of said employment under the laws of any other state or under the laws of any municipality or any other benefits required to be provided by statute, or governmental authority;
(v) any and all other charges, claims or causes of action under any other federal, state or local constitution, law, regulation, ordinance, public policy or common law not heretofore mentioned, including, but not limited to, all claims for breach of contract (whether oral or written, express or implied), fraud, negligence, estoppel, defamation, breach of duty of loyalty, breach of the covenant of good faith and fair dealing, infliction of emotional distress and any other statutory or common law claim;
(b) Since Employee is 40 years of age or older, Employee is being informed that Employee has or may have specific rights and/or claims under the Age Discrimination in Employment Act of 1967 (ADEA) and Employee represents and agrees that:
(i) in consideration for the amounts and benefits described in Sections 2 through 6 of this Agreement, which Employee is not otherwise entitled to receive, Employee specifically and voluntarily waives any and all rights and/or claims under the ADEA Employee has or may have against the Company Releasees to the extent such rights and/or claims arose prior to or on the date this Agreement was executed;
(ii) Employee understands that rights or claims under the ADEA which may arise after the date this Agreement is executed are not waived by Employee;
(iii) Employee is advised to consider the terms of this Agreement carefully and consult with or seek advice from an attorney of Employee’s execution 's choice or any other person of Employee's choosing prior to executing this Agreement.;
(fiv) Notwithstanding the foregoingEmployee was informed and understands that Employee had up to twenty-one (21) days, in the event a beneficiary if Employee wished, within which to consider this Agreement;
(v) Employee has carefully read and fully understands all of the release contained in this Section 4 files a claim or action against Employee based upon any claim arising prior to the execution provisions of this Agreement, then and Employee knowingly and voluntarily agrees to all of the release contained terms set forth in this Section 4 Agreement; and
(and vi) in entering into this Agreement Employee is not relying on any representation, promise or inducement made by the covenant not to xxx contained Company or its attorneys with the exception of those promises described in Section 6) shall be null, void, and of no force or effect solely with respect to the person(s) or entity(ies) bringing such claims or actionsthis document.
Appears in 1 contract
Release by Employee. (a) Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the Company, which is defined In exchange for the purposes of this Section 4 to include benefits set forth in the Separation Agreement entered into by and between the Company and any affiliated companyEmployee, dated as of June 13, 2022, (the “Agreement”) to which this Release is an exhibit, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee agrees unconditionally and forever to release and discharge the Company and the Company’s affiliated, related, parent company or subsidiaryand subsidiary corporations, and each of as well as their respective predecessorspast and present parents, subsidiaries, affiliates, assignsassociates, members, directorsstockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, employees, officers, directors and employeesall persons acting by, whether past through, under, or presentin concert with them, or any of them (hereinafter the “Releasees”) from any and all manner of claims, actions, suitscauses of action, debtsin law or in equity, demands, damagesrights, claims, judgments, liabilities, benefits or other remedial relief damages of any naturekind or nature which he or she may now have, including costs and attorneys’ feesor ever have, whether known or unknown, suspected fixed or unsuspectedcontingent, anticipated including any claims, causes of action or unanticipateddemands of any nature (hereinafter called “Claims”), which that Employee now has or may hereafter have from against the beginning Releasees by reason of the world any and all acts, omissions, events or facts occurring or existing prior to the date of Employee’s execution of this Agreement, includingRelease. The Claims released hereunder specifically include, but are not limited to, all any claims arising out for fraud; breach of Employee’s employment contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, such as (by way contract; wrongful or unlawful discharge or demotion; violation of example only) (i) any claim arising out of or related to contract (including, but not limited to, the Employment Agreement), quasi contract, tort, tortious course of conduct, libel or slander, defamation, privacy rights, public policy, law ; sexual or equity, mental and/or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress, back pay, front pay, loss of income, and including all claims for ; intentional or negligent misrepresentation; conspiracy; failure to pay wages, commissionsbenefits, notice, pay in lieu of noticevacation pay, severance pay, bonus, impairment of economic opportunity, reimbursements, commissions, implied or express employment contracts and/or estoppelequity, attorneys’ fees, or (ii) other compensation of any claims for alleged violations under: The National Labor Relations sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended; The , by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended (but solely with respect to unvested benefits); The Immigration Reform Control Equal Pay Act, as amended, 29 U.S.C. § 206(d); The the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, as amended42 U.S.C. § 12101 et seq.; The Age Discrimination in Employment Act of 1967the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; The the Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, as amended29 U.S.C. § 215 et seq.; The Occupational Safety violations of the South Carolina Human Affairs Law and Health ActSections 37-5-106 (termination of an employee because a creditor garnished the employee’s wages), as amended41-1-20 (unlawful discrimination against union members), 41-1-30 (unlawful termination of an employee replaced by an unauthorized alien), 41-1-70 (wrongful demotion or termination of an employee for complying with a subpoena or serving on a jury), 41-1-80 (retaliation against employees for instituting or participating in workers' compensation claims), 41-1-85 (adverse personnel action against employees for using tobacco products outside the workplace), and 53-1-110 (discrimination against employees who conscientiously oppose working on Sundays) of the South Carolina Code; The Family and Medical Leave Act of 1993; The New York State Human Rights Law, as amended; The New York Wage and Hour Laws, as amended; The New York Equal Pay Laws, as amended; the New York Civil Rights Laws, as amended; The New York State Executive Laws, as amended; The Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”) (except as set forth in Section 4(e) below); The Xxxxxxxx-Xxxxx Act of 2002; or any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance, including without limitation any law, regulation or ordinance laws of the State of New York, or any local jurisdiction within the State. In addition, and without limiting the foregoing, Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the shareholders, licensors, agents, outside professional service providers and attorneys of the Company, whether past or present, from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world to the date of Employee’s execution of this Agreement arising out of Employee’s employment with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, including, but not limited, to the claims identified in clauses (i) and (ii) abovesimilar effect.
(b) The foregoing release includes any claim for costs, fees, or other expenses, including attorneys' fees, incurred in these matters.
(c) Notwithstanding the foregoing, nothing herein shall be deemed a release, waiver or discharge by Employee of Employee’s right to institute any action required to enforce the terms of this Agreement including, but not limited to, Employee’s rights to obtain all payments due under this Agreement, as referenced herein;
(d) Employee acknowledges and agrees that this release, and the covenant not to xxx set forth in Section 6 of this Agreement, are essential and material terms of this Agreement and that, without such releases and covenant not to xxx, no agreement would have been reached by the Parties and no payment would have been paid by the Company hereunder. Employee understands and acknowledges the significance and consequences of this Agreement.
(e) The foregoing release does not apply to (i) any benefits to which Employee may be entitled under any benefit plan of the Company or its affiliates, including, but not limited to, its 401(k) plan (if applicable), (ii) any rights Employee may have to COBRA continuation coverage, (iii) any rights Employee may have to indemnification or insurance coverage under any agreement, articles of incorporation, bylaws, operating agreement or directors and officers insurance policy or applicable law, (iv) any rights Employee may have to workers’ compensation benefits, unemployment insurance benefits or any other benefits required to be provided by statute, or (v) any claims that may arise after the date of Employee’s execution of this Agreement.
(f) Notwithstanding the foregoing, in the event a beneficiary of the release contained in this Section 4 files a claim or action against Employee based upon any claim arising prior to the execution of this Agreement, then the release contained in this Section 4 (and the covenant not to xxx contained in Section 6) shall be null, void, and of no force or effect solely with respect to the person(s) or entity(ies) bringing such claims or actions.
Appears in 1 contract
Release by Employee. (a) Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the Company, which is defined In exchange for the purposes benefits set forth in the Transition and Release of this Section 4 to include Claims Agreement entered into by and between the Company and any affiliated companyEmployee, dated as of January 15, 2021 (the “Agreement”), and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee agrees unconditionally and forever to release and discharge the Company and the Company’s affiliated, related, parent company or subsidiaryand subsidiary corporations, and each of as well as their respective predecessorspast and present parents, subsidiaries, affiliates, assignsassociates, members, directorsstockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, employees, officers, directors and employeesall persons acting by, whether past through, under, or presentin concert with them, or any of them (hereinafter the “Releasees”) from any and all manner of claims, actions, suitscauses of action, debtsin law or in equity, demands, damagesrights, claims, judgments, liabilities, benefits or other remedial relief damages of any naturekind or nature which he or she may now have, including costs and attorneys’ feesor ever have, whether known or unknown, suspected fixed or unsuspectedcontingent, anticipated including any claims, causes of action or unanticipateddemands of any nature (hereinafter called “Claims”), which that Employee now has or may hereafter have from against the beginning Releasees by reason of the world any and all acts, omissions, events or facts occurring or existing prior to the date of Employee’s execution of this Agreement, includingRelease. The Claims released hereunder specifically include, but are not limited to, all any claims arising out for fraud; breach of Employee’s employment contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, such as (by way contract; wrongful or unlawful discharge or demotion; violation of example only) (i) any claim arising out of or related to contract (including, but not limited to, the Employment Agreement), quasi contract, tort, tortious course of conduct, libel or slander, defamation, privacy rights, public policy, law ; sexual or equity, mental and/or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress, back pay, front pay, loss of income, and including all claims for ; intentional or negligent misrepresentation; conspiracy; failure to pay wages, commissionsbenefits, notice, pay in lieu of noticevacation pay, severance pay, bonus, impairment of economic opportunity, reimbursements, commissions, implied or express employment contracts and/or estoppelequity, attorneys’ fees, or (ii) other compensation of any claims for alleged violations under: The National Labor Relations sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended; The , by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended (but solely with respect to unvested benefits); The Immigration Reform Control Equal Pay Act, as amended, 29 U.S.C. § 206(d); The the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, as amended42 U.S.C. § 12101 et seq.; The Age Discrimination in Employment Act of 1967the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; The the Worker Adjustment and Retraining Notification Act (“WARN”), as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, as amended29 U.S.C. § 215 et seq.; The Occupational Safety and Health Act, as amended; The Family and Medical Leave Act of 1993; The the New York State Human Rights Law, as amended; The New York Wage and Hour LawsN.Y. Exec Law Art. 15, as amended; The New York Equal Pay Laws, as amended§ 290 et seq.; the New York Civil Rights Laws, as amendedState WARN Act; The the New York State Executive LawsLabor Law; the New York City Human Rights Law; the New York City Earned Sick Time Act; Section 125 of the New York Workers’ Compensation Law, as amendedNew York State Civil Rights Law, Article 23-A of the New York State Corrections Law; The Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”) (except as set forth in Section 4(e) below); The Xxxxxxxx-Xxxxx Act of 2002; or and any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance, including without limitation any law, regulation or ordinance laws of the State of New York, or any local jurisdiction within the State. In addition, and without limiting the foregoing, Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the shareholders, licensors, agents, outside professional service providers and attorneys of the Company, whether past or present, from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world to the date of Employee’s execution of this Agreement arising out of Employee’s employment with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, including, but not limited, to the claims identified in clauses (i) and (ii) abovesimilar effect.
(b) The foregoing release includes any claim for costs, fees, or other expenses, including attorneys' fees, incurred in these matters.
(c) Notwithstanding the foregoing, nothing herein shall be deemed a release, waiver or discharge by Employee of Employee’s right to institute any action required to enforce the terms of this Agreement including, but not limited to, Employee’s rights to obtain all payments due under this Agreement, as referenced herein;
(d) Employee acknowledges and agrees that this release, and the covenant not to xxx set forth in Section 6 of this Agreement, are essential and material terms of this Agreement and that, without such releases and covenant not to xxx, no agreement would have been reached by the Parties and no payment would have been paid by the Company hereunder. Employee understands and acknowledges the significance and consequences of this Agreement.
(e) The foregoing release does not apply to (i) any benefits to which Employee may be entitled under any benefit plan of the Company or its affiliates, including, but not limited to, its 401(k) plan (if applicable), (ii) any rights Employee may have to COBRA continuation coverage, (iii) any rights Employee may have to indemnification or insurance coverage under any agreement, articles of incorporation, bylaws, operating agreement or directors and officers insurance policy or applicable law, (iv) any rights Employee may have to workers’ compensation benefits, unemployment insurance benefits or any other benefits required to be provided by statute, or (v) any claims that may arise after the date of Employee’s execution of this Agreement.
(f) Notwithstanding the foregoing, in the event a beneficiary of the release contained in this Section 4 files a claim or action against Employee based upon any claim arising prior to the execution of this Agreement, then the release contained in this Section 4 (and the covenant not to xxx contained in Section 6) shall be null, void, and of no force or effect solely with respect to the person(s) or entity(ies) bringing such claims or actions.
Appears in 1 contract
Samples: Transition and Release of Claims Agreement (Casper Sleep Inc.)
Release by Employee. (a) In consideration of the payments, promises, covenants and releases made by the Company, the adequacy and sufficiency of which are acknowledged, Employee, for on behalf of himself, his heirs, personal representatives, successors and assigns, and any other person or entity that could or might act on behalf of Employee, Employee’s successorsincluding, without limitation, his counsel (all of whom are collectively referred to as “Employee Releasers”) forever releases the Company, and its affiliates, parents, divisions, subsidiaries, shareholders, investors, administrators, heirs and assignsbenefit plan administrators, hereby fully and generally releasesowners, waives and forever discharges the Company, which is defined for the purposes of this Section 4 to include the Company and any affiliated company, parent company or subsidiary, and each of their respective predecessors, affiliates, assigns, membersofficers, directors, officersboard members, managers, trustees, agents, attorneys, insurers, representatives, employees, predecessors, successors, and employees, whether past or present, assigns (“Releasees”) from and against any and all actions, suitsclaims, debtsdamages, causes of action, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ feesobligations whatsoever, whether known or unknown, suspected absolute or unsuspectedcontingent, anticipated accrued or unanticipatedunaccrued, which that the Employee has Releasers, or any person acting under any of them, may have now have, or claim at any future time to have, based in whole or in part upon any act or omission occurring from the beginning of the world to time through the date Employee signs this Agreement (the “Employee Released Claims”). The Employee Released Claims include, without limitation:
a. any and all claims based upon express or implied contract and claims for breach of Employee’s execution of this Agreementcontract, including, including but not limited to, all to any claims arising out of Employee’s employment with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, such as (by way of example only) (i) any claim arising out of from or related to contract the Amended and Restated Executive Employment Agreement dated as of May 23, 2018 (includingthe “Employment Agreement”), but not limited toby and between the Company and the Employee, the Employment Agreement), quasi contract, tort, tortious course of conduct, libel or slander, defamation, privacy rights, public policy, law or equity, mental and/or emotional distress, back pay, front pay, loss of incomeStock Option Agreements, and including any other employment agreement, offer letter, handbook, policy or contract;
b. any and all claims for attorneys’ fees and costs;
c. any and all claims for promissory estoppel; fraud; misrepresentation; wages, commissions, noticebonuses, pay in lieu of noticeincentives, severance compensation, severance, separation pay, bonus, impairment of economic opportunity, reimbursements, commissions, implied paid or express employment contracts and/or estoppelunpaid leave, or (ii) any benefits owed; breach of fiduciary duty; breach of covenants of good faith and fair dealing; claims for alleged violations under: The National Labor Relations Acttorts, as amendedincluding but not limited to claims for defamation, intentional or negligent infliction of emotional distress, negligent or intentional misrepresentation, libel, slander, invasion of privacy, tortious interference with contract or with prospective business relations, loss of consortium, assault, battery, personal injury, and negligence; and any other wrongful conduct;
d. any and all claims for harassment and discrimination, including but not limited to claims based on age, sex, race, religion, national origin, marital status, sexual orientation, gender identification, ancestry, parental status, disability, veteran status and any other status protected by law; claims for wages or benefits owed; claims for wrongful discharge; claims for retaliation; claims for discharge in violation of public policy; claims under Title VII of the Civil Rights Act of 1964, 1964 as amended; The , the Civil Rights Act of 1991; Sections , the Civil Rights Act of 1871 as amended, the Civil Rights Act of 1866 as amended, sections 1981 through 1988 of Title 42 of the United States Code, Code as amended; The , the Employee Retirement Income Security Act of 19741974 as amended, as amended (but solely with respect to unvested benefits); The Immigration Reform Control the Genetic Information Nondiscrimination Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Employment Act of 1967, as amended; The Fair Labor Standards Act, as amended; The Occupational Safety and Health Act, as amended; The the Family and Medical Leave Act of 1993; The New York State Human Rights Law, 1993 as amended; The New York Wage , the Immigration Reform and Hour Laws, Control Act as amended; The New York , the Pregnancy Discrimination Act, the Fair Labor Standards Act as amended, the Equal Pay Laws, Act as amended; , the New York Civil Rights Laws, as amended; The New York State Executive Laws, as amended; The Consolidated Omnibus Budget Reconciliation Act, Age Discrimination in Employment Act as amended (“COBRAADEA”) (except ), the Americans with Disabilities Act as set forth in Section 4(e) below); The amended, the Worker Adjustment and Retraining Notification Act as amended, the Occupational Safety and Health Act as amended, the Xxxxxxxx-Xxxxx Act of 2002; , the Stored Communications Act, the Electronic Communications Privacy Act, the Older Worker Benefit Protection Act, the Reconstruction Era Civil Rights Acts, the Vietnam Era Veterans Readjustment Assistance Act, the Rehabilitation Act, the Consolidated Omnibus Budget Reconciliation Act of 1986, the Fair Credit Reporting Act, the National Labor Relations Act, the Texas Commission on Human Rights Act, the Texas Payday Act, the Texas Labor Code, the Massachusetts Wage Act, the Massachusetts Fair Employment Practices Act, the Massachusetts Civil Rights Act, the Massachusetts Equal Rights Act, the Massachusetts Maternity Leave Act, the Massachusetts Small Necessities Leave Act, Earned Sick Time Law, any and all federal, Texas and Massachusetts employment, wage and hour and other statutes and regulations related to or governing the employment relationship, and any other similar federal, state or local civil or human rights law or any other locallaws, state or federal lawexecutive orders, regulation or ordinance, including without limitation any law, regulation or ordinance of the State of New Yorkordinances, or any local jurisdiction within the State. In addition, and without limiting the foregoing, Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the shareholders, licensors, agents, outside professional service providers and attorneys of the Company, whether past or present, from regulations;
e. any and all actionsclaims arising from or in any way connected with Employee’s employment, suits, debts, demands, damages, claims, judgments, liabilities, benefits association or other remedial relief of any nature, including costs contacts with the Company and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world to the date of Employee’s execution of this Agreement arising out termination of Employee’s employment with the Company;
f. any and all claims relating to, its subsidiariesor arising from, parent companies and affiliatesEmployee’s right to purchase, their predecessors, successors and assignsor actual purchase of shares of stock or other securities of the Company, including, but not limitedwithout limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; and
g. any and all federal, state, and local statutory claims. Employee also specifically waives and releases any and all claims Employee may have against the Company related to Employee’s compensation or benefits from the claims identified in clauses (i) and (ii) above.
(b) The foregoing release includes any claim for costsCompany including the payment of wages, feesbonuses, health benefits, vacation pay, expense reimbursements, severance pay, stock options, or other expensescompensation, including attorneys' fees, incurred in these matters.
(c) and hereby releases the Company from any further duties or obligations under the Employment Agreement. It is Employee’s express intent to enter into this full and final compromise of any and all claims against the Company whatsoever up to the date Employee signs this Agreement. Notwithstanding the foregoing, nothing herein shall be deemed a releasethis release is not intended to waive or release any claims that may arise in the future under the ADEA, waiver or discharge by Employee of Employee’s right to institute any action required to enforce the terms of this Agreement including, but not limited to, Employee’s rights to obtain all payments due under this Agreement, as referenced herein;
(d) Employee acknowledges and agrees that this release, and the covenant not to xxx set forth in Section 6 of this Agreement, are essential and material terms of this Agreement and that, without such releases and covenant not to xxx, no agreement would have been reached by the Parties and no payment would have been paid by the Company hereunder. Employee understands and acknowledges the significance and consequences of this Agreement.
(e) The foregoing release does not apply to (i) any benefits to which Employee may be entitled under any benefit plan of the Company or its affiliates, including, but not limited to, its 401(k) plan (if applicable), (ii) any rights Employee may have to COBRA continuation coveragecontinue health insurance benefits under certain provisions of COBRA, (iii) any rights claim for vested benefits under the Employee may have to indemnification Retirement Income Security Act, any claim for benefits for work related injury or insurance coverage illness under any agreement, articles of incorporation, bylaws, operating agreement or directors and officers insurance policy or applicable law, (iv) any rights Employee may have to workers’ compensation benefitslaw, unemployment insurance benefits or any other benefits required to be provided by statute, or (v) any claims that may arise after the date of Employee’s execution of this Agreement.
(f) Notwithstanding the foregoing, in the event a beneficiary of the release contained in this Section 4 files a claim or action against Employee based upon any claim arising prior to against the execution Company for breach of this Agreement, then the or any other claim or cause of action not legally subject to waiver or release contained in this Section 4 (and the covenant not to xxx contained in Section 6) shall be null, void, and of no force by private agreement under applicable state or effect solely with respect to the person(s) or entity(ies) bringing such claims or actionsfederal law.
Appears in 1 contract
Samples: Separation Agreement (Genprex, Inc.)
Release by Employee. (a) Employee, on Employee’s own behalf and for Employee’s spouse, Employee’s agents, successors, heirs, executors, administrators, heirs and assignsassigns (collectively, the “Releasors”), hereby fully irrevocably and generally releases, waives unconditionally forever releases and forever discharges the Company, which is defined for the purposes of this Section 4 to include the Company its parents, divisions, direct or indirect subsidiaries and any affiliated companyaffiliates, parent company or subsidiaryand its and their current and former directors, officers, shareholders, insurers, benefit plans, representatives, agents, trustees, administrators, attorneys, and employees, and each of their respective predecessors, affiliatessuccessors, parents, joint ventures, and assigns, members(collectively, directors, officers, and employees, whether past or presentthe “Releasees”), from any and all actions, suits, debts, demands, damages, claims, judgments, manner of existing actual or potential claims or liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world to the date of Employee’s execution of this Agreement, including, but not limited to, all any claims arising out of Employee’s employment with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, such as (by way of example only) (i) any claim arising out of or related to contract Employee’s employment and separation from employment with the Company (including its predecessors, successors, or affiliates), including, but not limited to, the Employment Agreement), quasi contract, tort, tortious course of conduct, libel or slander, defamation, privacy rights, public policy, law or equity, mental and/or emotional distress, back pay, front pay, loss of income, and including all any claims for wages, commissions, notice, pay in lieu of notice, severance pay, bonus, impairment of economic opportunitybonuses, reimbursements, commissionsvacation pay, implied or express employment contracts and/or estoppelallowances, or (ii) other compensation, and claim for any claims for alleged violations under: The National Labor Relations Act, as amended; Title VII of benefits under the Civil Rights Act of 1964, as amended; The Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended (but solely with respect to unvested “ERISA”) (except for claims for vested ERISA benefits); The Immigration Reform Control Act, as amended; The Americans with Disabilities Act any claims for discrimination, harassment, or retaliation of 1990any kind or based upon any legally protected classification or activity, as amended; The any claim under the Age Discrimination in Employment Act of 1967Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification Act, any claim for workers' compensation retaliation, and any federal, state, or local statute, ordinance, or regulation, as amendedwell as any amendments to any such laws; The Fair Labor Standards Actcommon law claims or causes of action relating to any claim released, as amended; The Occupational Safety breach of contract or public policy, defamation, personal or business injury, personal injury not covered by workers’ compensation benefits, misrepresentation, negligence, fraud, estoppel, infliction of emotional distress, contribution, indemnification, and Health Act, as amended; The Family and Medical Leave Act of 1993; The New York State Human Rights Law, as amended; The New York Wage and Hour Laws, as amended; The New York Equal Pay Laws, as amended; any claims that could have been brought pursuant to the New York Civil Rights Laws, as amended; The New York State Executive Laws, as amended; The Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”) (except as set forth in Section 4(e) below); The Xxxxxxxx-Xxxxx Act of 2002; or any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinanceCompany’s Dispute Resolution Process, including without limitation those not specifically listed in this Agreement. This release covers any lawattorneys’ fees and costs associated with any claim. This release extends to any claim that the Releasors now have, regulation ever had, or ordinance may hereafter have against any of the State of New York, or any local jurisdiction within the State. In addition, and without limiting the foregoing, Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the shareholders, licensors, agents, outside professional service providers and attorneys of the Company, whether past or present, from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ feesReleasees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world up to and including the date of this Agreement. Employee specifically waives Employee’s execution right to recover in Employee’s own lawsuit, as well as the right to recover in a suit brought by any other person or entity on Employee’s behalf or on behalf of a class of persons in which the Employee is or could be considered a member.
3.1 This Agreement does not waive any claims Employee may have for: (i) lost wages, bonuses, or benefits owing solely to an improper wage, bonus, or benefit calculation, (ii) violation by Company of the terms of this Agreement Agreement, (iii) indemnification which Employee may have under Company’s governing documents, by any agreement, under any applicable law, or otherwise, (iv) vested ERISA benefits, (v) workers’ compensation benefits (except for a retaliation claim), and (vi) claims which cannot be released solely by private agreement.
3.2 Employee affirms, by signing this document, that Employee has not suffered any unreported injury or illness arising from Employee’s employment, and that Employee has not filed with any federal, state, or local court or agency any actions or charges against the Releasees relating to or arising out of Employee’s employment with or separation from the Company. Employee further agrees that while this release does not preclude Employee from filing a charge with the National Labor Relations Board (“NLRB”), its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, including, but not limited, to the claims identified in clauses Equal Employment Opportunity Commission (i) and (ii) above.
(b) The foregoing release includes any claim for costs, fees“EEOC”), or other expensesa similar state or local agency, including attorneys' feesor from participating in any investigation or proceeding with them, incurred in these matters.
(c) Notwithstanding the foregoing, nothing herein shall be deemed a release, waiver or discharge by Employee of Employee’s does waive any right to institute personally recover monies or reinstatement as a result of any complaint or charge filed against the Company with the NLRB, EEOC, or any federal, state, or local court or agency, except as to any action required to enforce the terms of this Agreement including, but not limited to, Employee’s rights to obtain all payments due under or challenge this Agreement, as referenced herein;or for benefits exempted from this Agreement.
(d) 3.3 Employee acknowledges and further agrees that this release, Employee has received all leave benefits and compensation to which Employee was entitled through the covenant not to xxx set forth in Section 6 of this Agreement, are essential and material terms date of this Agreement and that, without such releases and covenant would not otherwise be entitled to xxx, no agreement would have been reached by the Parties and no payment would have been paid by the Company payments hereunder. Employee understands and acknowledges the significance and consequences agrees that Employee was not subjected to any improper treatment, conduct, or actions as a result of a request for leave, compensation, or reinstatement.
3.4 Employee waives, by signing this Agreement.
(e) The foregoing , any and all rights under the laws of any state that is substantially similar in wording or effect to the following, which is a waiver under California Civil Code Section 1542: A general release does not apply extend to (i) any benefits to which Employee may be entitled under any benefit plan of the Company or its affiliates, including, but not limited to, its 401(k) plan (if applicable), (ii) any rights Employee may have to COBRA continuation coverage, (iii) any rights Employee may have to indemnification or insurance coverage under any agreement, articles of incorporation, bylaws, operating agreement or directors and officers insurance policy or applicable law, (iv) any rights Employee may have to workers’ compensation benefits, unemployment insurance benefits or any other benefits required to be provided by statute, or (v) any claims that may arise after the date creditor or releasing party does not know or suspect to exist in his or her favor at the time of Employee’s execution of this Agreement.
(f) Notwithstanding the foregoing, in the event a beneficiary of executing the release contained in this Section 4 files a claim and that, if known by him or action against Employee based upon any claim arising prior to her, would have materially affected his or her settlement with the execution of this Agreement, then the release contained in this Section 4 (and the covenant not to xxx contained in Section 6) shall be null, void, and of no force debtor or effect solely with respect to the person(s) or entity(ies) bringing such claims or actionsreleased party.
Appears in 1 contract
Release by Employee. (a) Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the Company, which is defined In exchange for the purposes of this Section 4 payments and benefits provided to include Employee pursuant to that certain Employment Agreement entered into by and between the Company and any affiliated companyEmployee, dated as of [_____________] (the “Agreement”) and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Employee agrees unconditionally and forever to release and discharge the Company and the Company’s affiliated, related, parent company or subsidiaryand subsidiary corporations, and each of as well as their respective predecessorspast and present parents, subsidiaries, affiliates, assignsassociates, members, directorsstockholders, employee benefit plans, attorneys, agents, representatives, partners, joint venturers, predecessors, successors, assigns, insurers, owners, employees, officers, directors and employeesall persons acting by, whether past through, under, or presentin concert with them, or any of them (hereinafter the “Releasees”) from any and all manner of claims, actions, suitscauses of action, debtsin law or in equity, demands, damagesrights, claims, judgments, liabilities, benefits or other remedial relief damages of any naturekind or nature which he or she may now have, including costs and attorneys’ feesor ever have, whether known or unknown, suspected fixed or unsuspectedcontingent, anticipated including any claims, causes of action or unanticipateddemands of any nature (hereinafter called “Claims”), which that Employee now has or may hereafter have from against the beginning Releasees by reason of the world any and all acts, omissions, events or facts occurring or existing prior to the date of Employee’s execution of this Agreement, includingRelease. The Claims released hereunder specifically include, but are not limited to, all any claims arising out for fraud; breach of Employee’s employment contract; breach of implied covenant of good faith and fair dealing; inducement of breach; interference with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, such as (by way contract; wrongful or unlawful discharge or demotion; violation of example only) (i) any claim arising out of or related to contract (including, but not limited to, the Employment Agreement), quasi contract, tort, tortious course of conduct, libel or slander, defamation, privacy rights, public policy, law ; sexual or equity, mental and/or any other type of assault and battery; invasion of privacy; intentional or negligent infliction of emotional distress, back pay, front pay, loss of income, and including all claims for ; intentional or negligent misrepresentation; conspiracy; failure to pay wages, commissionsbenefits, notice, pay in lieu of noticevacation pay, severance pay, bonus, impairment of economic opportunity, reimbursements, commissions, implied or express employment contracts and/or estoppelequity, attorneys’ fees, or (ii) other compensation of any claims for alleged violations under: The National Labor Relations sort; failure to accommodate disability, including pregnancy; discrimination or harassment on the basis of pregnancy, race, color, sex, gender, national origin, ancestry, religion, disability, handicap, medical condition, marital status, sexual orientation or any other protected category; any claim under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”); the Older Workers’ Protection Benefit Act of 1990; Title VII of the Civil Rights Act of 1964, as amended; The , by the Civil Rights Act of 1991, 42 U.S.C. § 2000 et seq.; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended (but solely with respect to unvested benefits); The Immigration Reform Control Equal Pay Act, as amended, 29 U.S.C. § 206(d); The the Civil Rights Act of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et seq.; the Americans with Disabilities Act of 1990, as amended42 U.S.C. § 12101 et seq.; The Age Discrimination in Employment Act of 1967the False Claims Act, 31 U.S.C. § 3729 et seq.; the Employee Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; The the Worker Adjustment and Retraining Notification Act (“WARN”), as amended, 29 U.S.C. § 2101 et seq.; the Fair Labor Standards Act, as amended29 U.S.C. § 215 et seq.; The Occupational Safety and Health Act, as amended; The Family and Medical Leave Act of 1993; The the [New York State Human Rights Law, as amended; The New York Wage and Hour LawsN.Y. Exec Law Art. 15, as amended; The New York Equal Pay Laws, as amended§ 290 et seq.; the New York Civil Rights Laws, as amendedState WARN Act; The the New York State Executive LawsLabor Law; the New York City Human Rights Law; the New York City Earned Sick Time Act; Section 125 of the New York Workers’ Compensation Law, as amendedNew York State Civil Rights Law, Article 23-A of the New York State Corrections Law; The Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”) (except as set forth in Section 4(e) below); The Xxxxxxxx-Xxxxx Act of 2002; or and any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance, including without limitation any law, regulation or ordinance laws of the State of New York, or any local jurisdiction within the State. In addition, and without limiting the foregoing, Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the shareholders, licensors, agents, outside professional service providers and attorneys of the Company, whether past or present, from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world to the date of Employee’s execution of this Agreement arising out of Employee’s employment with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, including, but not limited, to the claims identified in clauses (i) and (ii) above.
(b) The foregoing release includes any claim for costs, fees, or other expenses, including attorneys' fees, incurred in these matters.
(c) Notwithstanding the foregoing, nothing herein shall be deemed a release, waiver or discharge by Employee of Employee’s right to institute any action required to enforce the terms of this Agreement including, but not limited to, Employee’s rights to obtain all payments due under this Agreement, as referenced herein;
(d) Employee acknowledges and agrees that this release, and the covenant not to xxx set forth in Section 6 of this Agreement, are essential and material terms of this Agreement and that, without such releases and covenant not to xxx, no agreement would have been reached by the Parties and no payment would have been paid by the Company hereunder. Employee understands and acknowledges the significance and consequences of this Agreement.
(e) The foregoing release does not apply to (i) any benefits to which Employee may be entitled under any benefit plan of the Company or its affiliates, including, but not limited to, its 401(k) plan (if applicable), (ii) any rights Employee may have to COBRA continuation coverage, (iii) any rights Employee may have to indemnification or insurance coverage under any agreement, articles of incorporation, bylaws, operating agreement or directors and officers insurance policy or applicable law, (iv) any rights Employee may have to workers’ compensation benefits, unemployment insurance benefits or any other benefits required similar effect.]1 1 NTD: to be provided by statute, or (v) any claims that may arise after the date of Employee’s execution of this Agreementupdated for DE statutes.
(f) Notwithstanding the foregoing, in the event a beneficiary of the release contained in this Section 4 files a claim or action against Employee based upon any claim arising prior to the execution of this Agreement, then the release contained in this Section 4 (and the covenant not to xxx contained in Section 6) shall be null, void, and of no force or effect solely with respect to the person(s) or entity(ies) bringing such claims or actions.
Appears in 1 contract
Release by Employee. (a) Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the Company, which is defined for the purposes of this Section 4 to include the Company and any affiliated company, parent company or subsidiary, and each of their respective predecessors, affiliates, assigns, members, directors, officers, and employees, whether past or present, from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning i. In consideration of the world to benefits conferred by this Agreement, EMPLOYEE (ON BEHALF OF HIMSELF AND HIS ASSIGNS, HEIRS AND OTHER REPRESENTATIVES) RELEASES THE BANK AND ITS PAST, PRESENT AND FUTURE PARENTS, SUBSIDIARIES, AFFILIATES, AND ITS AND/OR THEIR PREDECESSORS, SUCCESSORS, ASSIGNS, AND ITS AND/OR THEIR PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, EMPLOYEES, OWNERS, INVESTORS, SHAREHOLDERS, ADMINISTRATORS, BUSINESS UNITS, EMPLOYEE BENEFIT PLANS (TOGETHER WITH ALL PLAN ADMINISTRATORS, TRUSTEES, FIDUCIARIES AND INSURERS) AND AGENTS (“RELEASEES”) FROM ALL CLAIMS AND WAIVES ALL RIGHTS KNOWN OR UNKNOWN, HE MAY HAVE OR CLAIM TO HAVE RELATING TO HIS EMPLOYMENT WITH THE BANK, ITS PREDECESSORS, SUBSIDIARIES, OR AFFILIATES OR HIS SEPARATION OR TERMINATION THEREFROM arising before the date of Employee’s execution of this AgreementAgreement to the fullest extent permitted by law, including, including but not limited toto claims:
a. for discrimination, all claims harassment or retaliation arising out of Employee’s employment with the Companyunder federal, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, such as (by way of example only) (i) any claim arising out of state or related to contract local laws prohibiting age (including, but not limited to, to claims under the Age Discrimination in Employment AgreementAct of 1967 (“ADEA”), quasi contract, tort, tortious course of conduct, libel or slander, defamation, privacy rights, public policy, law or equity, mental and/or emotional distress, back pay, front pay, loss of income, and including all claims for wages, commissions, notice, pay in lieu of notice, severance pay, bonus, impairment of economic opportunity, reimbursements, commissions, implied or express employment contracts and/or estoppel, or (ii) any claims for alleged violations under: The National Labor Relations Act, as amended; Title VII of ), sex, national origin, race, religion, disability, veteran status or other protected class discrimination, harassment or retaliation for protected activity;
b. for compensation and benefits including but not limited to, claims under the Civil Rights Act of 1964, as amended; The Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Employee Retirement Income Security Act of 19741974 (“ERISA”), as amended (but solely with respect to unvested benefits); The Immigration Reform Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Employment Act of 1967, as amended; The Fair Labor Standards ActAct of 1938 (“FLSA”), as amended; The Occupational Safety and Health Act, as amended; The Family and Medical Leave Act of 1993; The New York State Human Rights Law1993 (“FMLA”), all as amended; The New York Wage , and Hour Lawssimilar federal, as amended; The New York Equal Pay Lawsstate, as amended; the New York Civil Rights Lawsand local laws and claims under any Bank policy, as amended; The New York State Executive Laws, as amended; The Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”) (except as set forth in Section 4(e) below); The Xxxxxxxx-Xxxxx Act of 2002; plan or any other program;
c. under federal, state or local civil law of any nature whatsoever (including but not limited to constitutional, statutory, tort, express or human rights law or any other local, state or federal law, regulation or ordinance, including without limitation any law, regulation or ordinance of the State of New York, or any local jurisdiction within the State. In addition, and without limiting the foregoing, Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the shareholders, licensors, agents, outside professional service providers and attorneys of the Company, whether past or present, from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits implied contract or other remedial relief of any nature, including costs and common law);
d. under the Employment Agreement;
e. for attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning ; and
f. of the world to the date of Employee’s execution of this Agreement arising out of Employee’s employment any kind whatsoever (with the Companysole exception of those listed below) whether or not Employee knows about them at the time he signs this general release. Provided, its subsidiarieshowever, parent companies and affiliates, their predecessors, successors and assigns, including, but not limited, to the release of claims identified in clauses (i) and (ii) above.
(b) The foregoing release includes any claim for costs, fees, or other expenses, including attorneys' fees, incurred in these matters.
(c) Notwithstanding the foregoing, nothing herein shall be deemed a release, waiver or discharge by Employee of Employee’s right to institute any action required to enforce the terms of this Agreement including, but not limited to, Employee’s rights to obtain all payments due under this Agreement, as referenced herein;
(d) Employee acknowledges and agrees that this release, and the covenant not to xxx set forth in Section 6 of this Agreement, are essential and material terms of this Agreement and that, without such releases and covenant not to xxx, no agreement would have been reached by the Parties and no payment would have been paid by the Company hereunder. Employee understands and acknowledges the significance and consequences of this Agreement.does NOT:
(e) The foregoing release does not g. apply to (i) any benefits to which Employee may be entitled under any benefit plan of the Company or its affiliates, including, but not limited to, its 401(k) plan (if applicable), (ii) any rights Employee may have to COBRA continuation coverage, (iii) any rights Employee may have to indemnification or insurance coverage under any agreement, articles of incorporation, bylaws, operating agreement or directors and officers insurance policy or applicable law, (iv) any rights Employee may have to claims for workers’ compensation benefits, unemployment insurance vested retirement benefits or unemployment benefits filed with the applicable state agencies or where otherwise prohibited by law;
h. bar a challenge under the Older Workers Benefit Protection Act of 1990 (“OWBPA”) to the enforceability of the waiver and release of ADEA claims set forth in this Agreement; or
i. prohibit Employee from filing a charge with or participating in an investigation by the U.S. Equal Employment Opportunity Commission or other governmental agency with jurisdiction concerning the terms, conditions and privileges of employment or jurisdiction over the Bank’s business or assisting with an investigation conducted internally by the Bank; provided, however, that by signing this Agreement, Employee waives the right to, and shall not seek or accept, any monetary or other benefits required relief of any nature whatsoever in connection with any such charges, investigations or proceedings.
ii. Employee will not xxx Releasees on any matters relating to be provided by statute, his employment or (v) any claims that may arise after separation therefrom arising before the date of Employee’s execution of this Agreement.
Agreement (fwith the sole exception of claims and challenges set forth in subparagraph A (vii) Notwithstanding the foregoing- (ix) above), or join as a party with others who may xxx on any such claims, or opt-in to an action brought by others asserting such claims, and, in the event that Employee is made a beneficiary member of the release contained in this Section 4 files a claim or action against Employee based upon any claim arising prior to the execution of this Agreement, then the release contained in this Section 4 (and the covenant not to xxx contained in Section 6) shall be null, void, and of no force or effect solely with respect to the person(s) or entity(ies) bringing class asserting such claims without his knowledge or actionsconsent, Employee shall opt out of such action at the first opportunity.
Appears in 1 contract
Release by Employee. (a) In consideration of the payments and benefits under Section 4 of this Agreement and Release, the Company’s entry into the Consulting Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, as a full and final settlement, Employee, for Employee, and on behalf of Employee and Employee’s successorsspouse, heirs, administrators, heirs and children, representatives, executors, successors, assigns, hereby fully and generally releasesany other individual or entity claiming through Employee (collectively, waives the “Releasors”), releases and forever discharges the Company, which is defined for the purposes of this Section 4 to include the Company and any affiliated company, parent company or subsidiaryeach member of the Company Group, and each of their respective predecessorspast, present, and future officers, directors, principals, agents, employees, parents, shareholders, partners, subsidiaries, holding companies, affiliates, predecessors, successors, assigns, membersinsurers, directorscompensation and benefit plans and administrators, officerstrustees, fiduciaries, and employees, whether past or presentinsurers of such compensation and benefit plans, from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits claims and causes of action (except for claims arising specifically from a breach of this Agreement and Release or other remedial relief of any nature, including costs and attorneys’ feesthe Consulting Agreement in accordance with their terms), whether known or unknown, suspected arising out of or unsuspected, anticipated related to Employee’s employment and any other events or unanticipated, which Employee has or may have from the beginning of the world to transactions that precede the date of Employee’s execution of this AgreementAgreement and Release. The entities released in the foregoing sentence shall be referred to collectively as the “Company Released Parties.” The claims and causes of action released by Employee include, but are not limited to, the following: contract claims; claims for salary, benefits, bonuses, severance pay, workers’ compensation claims, to the extent permitted by applicable law, commissions, or vacation pay; claims sounding in negligence or tort; fraud claims; claims for medical bills; all matters in law, in equity, or pursuant to statute, including damages, attorneys’ fees, costs, and expenses; and, without limiting the generality of the foregoing, to all claims, including, but not limited to, all claims those arising out of Employee’s employment with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, such as (by way of example only) (i) any claim arising out of or related to contract (including, but not limited to, the Employment Agreement), quasi contract, tort, tortious course of conduct, libel or slander, defamation, privacy rights, public policy, law or equity, mental and/or emotional distress, back pay, front pay, loss of income, and including all claims for wages, commissions, notice, pay in lieu of notice, severance pay, bonus, impairment of economic opportunity, reimbursements, commissions, implied or express employment contracts and/or estoppel, or (ii) any claims for alleged violations under: The National Labor Relations Act, as amended; under Title VII of the Civil Rights Act of 1964, as amended; The Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of , the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended (but solely with respect to unvested benefits); The Immigration Reform Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Employment Act of 1967, as amended; The Fair Labor Standards , the Older Workers’ Benefit Protection Act, the Equal Pay Act, the Consolidated Omnibus Budget Reconciliation Act, the Employee Retirement Income Security Act of 1974, as amended; The Occupational Safety and Health Act, as amended; The the Civil Rights Act of 1991, the Family and Medical Leave Act of 1993; The New York State Human Rights Law, as amended; The New York Wage and Hour Lawsthe Americans with Disabilities Act of 1990, as amended; The New York Equal Pay Lawsthe Genetic Information Nondiscrimination Act, as amended; the New York Occupational Safety & Health Act, the Worker Adjustment and Retraining Notification Act of 1988, the Xxxx–Xxxxx Xxxx Street Reform and Consumer Protection Act, the National Labor Relations Act, Section 1981 of the Civil Rights LawsAct of 1866, as amended; The New York State Executive Lawsthe Sarbanes Oxley Act of 2002, as amended; The Consolidated Omnibus Budget Reconciliation Act, the Texas Labor Code as amended (“COBRA”) including the Texas Commission on Human Rights Act, Tex. Lab. Code § 21.001 et seq., the Texas Equal Work, Equal Pay Law, Tex. Gov’t Code Xxx. § 659.001, Texas Whistleblower Protection Law, Tex. Gov’t Code Xxx. § 554.002, Texas Worker’s Compensation Retaliation Law, Tex. Lab. Code Xxx. § 451.001, Texas Blacklisting Law, Tex. Lab. Code Xxx. § 52.031, Texas Payment of Wages Law, Tex. Lab. Code Xxx. § 61.011 et seq., Texas Minimum Wage Law, Tex. Lab. Code Xxx. § 62.051 et seq., Texas AIDS Testing Law, Tex. Health & Safety Code Xxx. § 81.101 et seq.), the Louisiana Revised Statutes as amended (except including the Louisiana Employment Discrimination Law, La. R.S. §§ 23:301-23:369, Louisiana Worker’s Compensation Act, La. R.S. §§ 23:1021-23:1415, Article 2315 of the Louisiana Civil Code), the Code of the District of Columbia as set forth in Section 4(e) below); The Xxxxxxxxamended (including the District of Columbia Human Rights Act, D.C. Code Xxx. §§ 1-Xxxxx 2501-1-2557, District of Columbia Family and Medical Leave Act, District of Columbia Accrued Sick and Safe Leave Act, District of Columbia Safety and Health Act of 2002; or 1988, District of Columbia Parental Leave Act, Protecting Pregnant Workers Fairness Act of 2014, the Fair Criminal Record Screening Act, the District of Columbia Equal Pay Law, the anti-retaliation provisions of the District of Columbia Workers’ Compensation Law, the District of Columbia Whistleblower Reinforcement Act), and any other federal, state state, or local civil or human rights law or any other local, state or federal law, regulation or ordinancestatute, including without limitation any law, regulation or ordinance affecting Employee’s employment with any of the State of New YorkCompany Released Parties. This Agreement and Release does not apply to any claims or rights that may arise after the date Employee signs this Agreement and Release, to claims to payments and benefits under this Agreement and Release or the Consulting Agreement, or any local jurisdiction within the Stateto claims that may not be released by agreement under applicable law. In addition, and without limiting the foregoing, Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the shareholders, licensors, agents, outside professional service providers and attorneys of the Company, whether past or present, from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world to the date of Employee’s execution of this Agreement arising out of Employee’s employment with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, including, but Release does not limited, to the claims identified in clauses (i) and (ii) above.
(b) The foregoing release includes any claim for costs, fees, or other expenses, including attorneys' fees, incurred in these matters.
(c) Notwithstanding the foregoing, nothing herein shall be deemed a release, waiver or discharge by Employee of Employee’s right to institute any action required to enforce the terms of this Agreement including, but not limited to, waive Employee’s rights to obtain all payments due under this Agreementcoverage, or any rights as referenced herein;
(d) Employee acknowledges and agrees that this releasean insured, and the covenant not to xxx set forth in Section 6 of this Agreement, are essential and material terms of this Agreement and that, without such releases and covenant not to xxx, no agreement would have been reached by the Parties and no payment would have been paid by the Company hereunder. Employee understands and acknowledges the significance and consequences of this Agreement.
(e) The foregoing release does not apply to (i) any benefits to which Employee may be entitled under any benefit plan directors and officers liability insurance policy of the Company or its affiliates, which shall continue to cover the Employee in accordance with its terms, or any rights to indemnification (including advancement of expenses) that Employee has under applicable law or the organizational documents of the Company, including, but not limited towithout limitation, its 401(kunder Article VI (“Indemnification and Advancement of Expenses”) plan (if applicable), (ii) any rights Employee may have to COBRA continuation coverage, (iii) any rights Employee may have to indemnification or insurance coverage under any agreement, articles of incorporation, bylaws, operating agreement or directors and officers insurance policy or applicable law, (iv) any rights Employee may have to workers’ compensation benefits, unemployment insurance benefits or any other benefits required to be provided by statute, or (v) any claims that may arise after the date of Employee’s execution of this Agreement.
(f) Notwithstanding the foregoing, in the event a beneficiary of the release contained in this Section 4 files a claim Amended and Restated By-Laws of the Company or action against Employee based upon any claim arising prior pursuant to the execution of this Agreement, then the release contained in this Section 4 (Indemnification Agreement by and between Employee and the covenant not to xxx contained in Section 6) shall be nullCompany, voiddated as of September 19, and of no force or effect solely with respect to the person(s) or entity(ies) bringing such claims or actions2019.
Appears in 1 contract
Release by Employee. (a) Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the Company, which is defined for the purposes of this Section 4 to include the Company and any affiliated company, parent company or subsidiary, and each of their respective predecessors, affiliates, assigns, members, directors, officers, and employees, whether past or present, from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world to the date of Employee’s execution of this Agreement, including, but not limited to, all claims arising out of Employee’s employment with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, such as (by way of example only) (i) any claim arising out of or related to contract (including, but not limited to, the Employment Agreement), quasi contract, tort, tortious course of conduct, libel or slander, defamation, privacy rights, public policy, law or equity, mental and/or emotional distress, back pay, front pay, loss of income, and including all claims for wages, commissions, notice, pay in lieu of notice, severance pay, bonus, impairment of economic opportunity, reimbursements, commissions, implied or express employment contracts and/or estoppel, or (ii) any claims for alleged violations under: The National Labor Relations Act, as amended; Title VII of the Civil Rights Act of 1964, as amended; The Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The Employee Retirement Income Security Act of 1974, as amended (but solely with respect to unvested benefits)amended; The Immigration Reform Control Act, as amended; The Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Employment Act of 1967, as amended; The Fair Labor Standards Act, as amended; The Occupational Safety and Health Act, as amended; The Family and Medical Leave Act of 1993; The New York State Human Rights Law, as amended; The New York Wage and Hour Laws, as amended; The New York Equal Pay Laws, as amended; the New York Civil Rights Laws, as amended; The New York Workers Compensation Laws, as amended; The New York State Executive Laws, as amended; The Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”) (except as set forth in Section 4(e) below); The Xxxxxxxx-Xxxxx Act of 2002; or any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance, including without limitation any law, regulation or ordinance of the State of New York, or any local jurisdiction within the State. In addition, and without limiting the foregoing, Employee, for Employee, Employee’s successors, administrators, heirs and assigns, hereby fully and generally releases, waives and forever discharges the shareholders, licensors, agents, outside professional service providers and attorneys of the Company, whether past or present, from any and all actions, suits, debts, demands, damages, claims, judgments, liabilities, benefits or other remedial relief of any nature, including costs and attorneys’ fees, whether known or unknown, suspected or unsuspected, anticipated or unanticipated, which Employee has or may have from the beginning of the world to the date of Employee’s execution of this Agreement arising out of Employee’s employment with the Company, its subsidiaries, parent companies and affiliates, their predecessors, successors and assigns, including, but not limited, to the claims identified in clauses (i) and (ii) above.
(b) The foregoing release includes any claim for costs, fees, or other expenses, including attorneys' fees, incurred in these matters.
(c) Notwithstanding the foregoing, nothing herein shall be deemed a release, waiver or discharge by Employee of Employee’s right to institute any action required to enforce the terms of this Agreement including, but not limited to, Employee’s rights to obtain all payments due under this Agreement, as referenced herein;
(dherein;(d) Employee acknowledges and agrees that this release, and the covenant not to xxx set forth in Section 6 of this Agreement, are essential and material terms of this Agreement and that, without such releases and covenant not to xxx, no agreement would have been reached by the Parties and no payment would have been paid by the Company hereunder. Employee understands and acknowledges the significance and consequences of this Agreement.
(e) The foregoing release does shall not apply to (i) any benefits to which preclude Employee may be entitled from exercising Employee’s rights, if any, under COBRA, or under any benefit plan of the Company or its affiliatesCompany, including, but not limited to, its 401(k) plan (if applicable), (ii) any rights Employee may have to COBRA continuation coverage, (iii) any rights Employee may have to indemnification or insurance coverage under any agreement, articles of incorporation, bylaws, operating agreement or directors and officers insurance policy or applicable law, (iv) any rights Employee may have to workers’ compensation benefits, unemployment insurance benefits or any other benefits required to be provided by statute, or (v) any claims that may arise after the date of Employee’s execution of this Agreement.
(f) Notwithstanding the foregoing, in the event a beneficiary of the release contained in this Section 4 files a claim or action against Employee based upon any claim arising prior to the execution of this Agreement, then the release contained in this Section 4 (and the covenant not to xxx contained in Section 6) shall be null, void, and of no force or effect solely with respect to the person(s) or entity(ies) bringing such claims or actions.
Appears in 1 contract
Samples: Retirement Agreement (Misonix Inc)
