Common use of Release by Executive Clause in Contracts

Release by Executive. (a) Except for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement, Executive, for himself/herself and his/her heirs, executors, administrators, assigns, successors and agents (collectively, the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company and its Related Entities, and each of their respective agents, representatives, stockholders, owners, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns (collectively, the “Company Releasees”), both individually and collectively, from any and all waivable rights, claims, demands, liabilities, actions, causes of action, damages, losses, costs, expenses and compensation, of whatever nature whatsoever, known or unknown, fixed or contingent, which Executive or any of Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date (“Claims”), arising out of, based upon, or relating to his/her employment or the termination of his/her employment with the Company and its Related Entities and/or his/her service as an officer of any of the Company Releasees, any agreement or compensation arrangement between Executive and any of the Company Releasees, to the maximum extent permitted by law. (b) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the National Labor Relations Act and the Equal Pay Act, as the same may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of law. (c) Nothing contained in this Section 9 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”).

Appears in 36 contracts

Samples: Executive Employment Agreement (Accuray Inc), Executive Employment Agreement (Accuray Inc), Executive Employment Agreement (Accuray Inc)

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Release by Executive. (a) Except for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement, Executive, for himself/herself himself and his/her heirs, executors, administrators, assigns, successors and agents (collectively, the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company and its Related Entities, and each of their respective agents, representatives, stockholdersshareholders, owners, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns (collectively, the “Company Releasees”), both individually and collectively, from any and all waivable rights, claims, demands, liabilities, actions, causes of action, damages, losses, costs, expenses and compensation, of whatever nature whatsoever, known or unknown, fixed or contingent, which Executive or any of Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date (“Claims”), arising out of, based upon, or relating to his/her employment or the termination of his/her employment with the Company and its Related Entities and/or his/her service as an officer of any of the Company Releasees, any agreement or compensation arrangement between Executive and any of the Company Releasees, to the maximum extent permitted by law. (b) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the National Labor Relations Act and the Equal Pay Act, as the same may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of law. (c) Nothing contained in this Section 9 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”).

Appears in 7 contracts

Samples: Executive Employment Agreement (Accuray Inc), Executive Employment Agreement (Accuray Inc), Executive Employment Agreement (Accuray Inc)

Release by Executive. (a) Except for any obligations or covenants of Having consulted with counsel, the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement, Executive, for himself/herself on behalf of himself and his/her each of his respective heirs, executors, administrators, assignsrepresentatives, agents, insurers, successors and assigns (collectively, and including the Executive, the “Releasors”) hereby irrevocably and unconditionally releases and forever discharges the Corporation, its parents (including GoodRx Holdings, Inc. (“Holdings”)), subsidiaries and affiliates and each of their respective officers, employees, directors, members, shareholders, parents, subsidiaries and agents (collectively, the “Executive’s AffiliatesReleasees”) hereby fully and without limitation releases and forever discharges the Company and its Related Entities, and each of their respective agents, representatives, stockholders, owners, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns (collectively, the “Company Releasees”), both individually and collectively, from any and all waivable rights, claims, demands, liabilities, actions, causes of action, rights, judgments, obligations, damages, lossesdemands, costs, expenses and compensation, accountings or liabilities of whatever nature whatsoeverkind or character (collectively, known or unknown, fixed or contingent“Claims”), which the Executive now has or may hereafter have against the Releasees, or any of Executive’s Affiliates has or may have or may claim to have against the Company Releasees them, by reason of any matter, cause, or thing whatsoever, whatsoever from the beginning of time to the Effective Date date hereof (“Claims”)including, without limitation, any Claims under any federal, state, local or foreign law that they may have, or in the future may possess, arising out ofof the Executive’s employment relationship with and service as an employee, based uponofficer or director of the Corporation, its parent entity (including Holdings) or relating to his/her employment or any other subsidiaries of such parent entity, and the termination of his/her employment with such relationship or service); provided, however, that the Company Executive does not release, discharge or waive any rights to (i) payments and its Related Entities and/or his/her service as an officer of benefits provided under this Agreement or under any of the Company Releasees, any other agreement or compensation arrangement between Executive and any of the Company ReleaseesReleasees that would, by their nature, survive the termination of employment, (ii) equity and other securities of Holdings or rights under agreements with any of the Releasees related to the maximum extent permitted Executive’s equity securities of Holdings, (iii) benefit claims under any employee benefit plans in which Executive is a participant by virtue of his employment with the Corporation arising after the execution of this Agreement by Executive, (iv) any indemnification, advance or reimbursement rights the Executive may have in accordance with applicable law. , indemnification agreements, certificate of incorporation or bylaws of Corporation, or under any director and officer liability insurance or other insurance maintained by the Corporation or a parent entity with respect to liabilities arising as a result of the Executive’s service as an officer and employee of such entities, and (bv) Executive specifically and expressly releases claims that cannot be waived by an employee under applicable law. This Paragraph 3(a) does not apply to any Claims arising out of or based on: that the California Fair Employment and Housing Act, Title VII Executive may have as of the Civil Rights date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 19641967, the Americans with Disabilities Actas amended, the National Labor Relations Act and the Equal Pay Act, as the same applicable rules and regulations promulgated thereunder (“ADEA”) or any other claims that may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may not be released herein as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of law. (c. Claims arising under ADEA are addressed in Paragraph 3(c) Nothing contained in this Section 9 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”).

Appears in 7 contracts

Samples: Employment Agreement (GoodRx Holdings, Inc.), Employment Agreement (GoodRx Holdings, Inc.), Employment Agreement (GoodRx Holdings, Inc.)

Release by Executive. (a) Except for any obligations or covenants Executive on behalf of the Company pursuant to this Agreement himself and as otherwise expressly provided in this Agreement, Executive, for himself/herself and his/her his heirs, executorsrepresentatives, administratorsagents, and assigns, successors and agents (collectivelyeach of them, the “Executive’s Affiliates”) hereby fully and without limitation finally waives, releases and forever discharges the Company and its Related EntitiesEmployer, and each any and all of their respective agentsparents, representativessubsidiaries, stockholdersand affiliates, ownerspast and present, as well as any and all of its and their past, present and future officers, directors, stockholders, members, employees, consultantsagents, attorneys, auditors, accountants, investigators, affiliatesrepresentatives, successors and assigns (collectively, the collectively Company ReleaseesParties Released By Executive”), both individually from and collectively, from against any and all waivable rights, claims, demands, liabilities, actions, causes of action, damagesliability, losses, costs, expenses and compensation, damage or loss of whatever nature any kind whatsoever, whether presently known or unknown, fixed suspected or contingent, which Executive or any of Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoeverunsuspected, from the beginning of time up to and including the Effective Date of this Release (“Claims”as defined herein), that the Executive ever had, now has or may have against the Employer or any of the other Parties Released By Executive arising out offrom or related in any way to the Agreement, based uponthe Executive’s employment with the Employer, or relating to his/her employment or and/or the termination of his/her the Executive’s employment with the Company Employer, equity securities and options to acquire equity securities of Employer and any shareholders or other agreement related thereto, including without limitation, any claims or causes of action based on any federal, state or local constitutional provision, statute, law, rule or regulation, the law of contract and tort, and any claims for recovery of any costs or attorney’s fees; provided, however, that notwithstanding any other provision herein, the foregoing release by the Executive does not apply or extend to any rights of the Executive, or obligations of the Employer or any of its Related Entities and/or his/her service as an officer of parents, owners, affiliates, predecessors, successors or assigns, under or pursuant to any of the Company Releaseesfollowing: (1) any right to indemnification and/or payment of related expenses that the Executive may have pursuant to the Employer’s Bylaws or Articles of Incorporation, under any written indemnification or other agreement with the Employer, and/or under applicable law; (2) any rights that the Executive may have to insurance coverage under any directors and officers liability insurance or compensation arrangement between Executive and any other insurance policies of the Company Releasees, to the maximum extent permitted by law. Employer; (b3) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the National Labor Relations Act and the Equal Pay Act, as the same may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may claims that cannot be released herein as a matter of applicable law; (4) any claims for breach of the Agreement; and (5) claims for benefits or performance pursuant to the terms of any Employee Stock Ownership Plan, pension, retirement, stock incentive or other employee benefit plans or any shareholders or other state or federal law, ruleagreement relating to, or regulation dealing with the employment relationshipoption to acquire, except those claims which may not be released herein as a matter equity securities of lawSITEL. (c) Nothing contained in this Section 9 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”).

Appears in 7 contracts

Samples: Management Employment Agreement, Management Employment Agreement (SITEL Worldwide Corp), Management Employment Agreement (SITEL Worldwide Corp)

Release by Executive. (a) Except for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement, Executive, for himself/herself and his/her heirs, executors, administrators, assigns, successors and agents (collectively, the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company and its Related Entities, and each of their respective agents, representatives, stockholders, owners, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns (collectively, the “Company Releasees”), both individually and collectively, from any and all waivable rights, claims, demands, liabilities, actions, causes of action, damages, losses, costs, expenses and compensation, of whatever nature whatsoever, known or unknown, fixed or contingent, which Executive or any of Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date (“Claims”), arising out of, based upon, or relating to his/her employment or the termination of his/her employment with the Company and its Related Entities and/or his/her service as an officer of any of the Company Releasees, any agreement or compensation arrangement between Executive and any of the Company Releasees, to the maximum extent permitted by law. (b) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act, Title VII of the United States Civil Rights Act of 1964, the United States Americans with Disabilities Act, the United States National Labor Relations Act and the United States Equal Pay Act, as the same may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship, including in particular Swiss laws, except those claims which may not be released herein as a matter of law. (c) Nothing contained in this Section 9 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”, such term to include also any other local equivalent body or agency).

Appears in 2 contracts

Samples: Executive Employment Agreement (Accuray Inc), Executive Employment Agreement (Accuray Inc)

Release by Executive. (a) Except Subject to the conditions hereinafter set forth, and in exchange for any obligations or covenants the payment of the Company pursuant Severance Benefit subject to this Agreement and as otherwise expressly provided in this Agreementall applicable tax withholding, Executive, for himself/herself and his/her heirs, executors, administrators, assigns, successors and agents Executive hereby: (collectively, the “Executive’s Affiliates”1) hereby fully and without limitation forever releases and forever discharges the Company and its Related Entities, and each of their respective agents, representatives, stockholders, owners, officers, directors, stockholders, agents, employees, consultants, attorneys, auditors, accountants, investigatorssubsidiaries, affiliates, successors and assigns (collectively, the “Company Releasees”), both individually and collectively, "Released Persons") from any and all waivable rights, claims, demandsactions, causes of actions and demands of Executive, known or unknown, that Executive may have against the Released Persons, and any other claims that may arise in connection with Executive's capacity as an employee, officer, director or stockholder of the Company (whether directly or derivatively through the Company), including, without limitation, all damages, obligations, liabilities, costs and expenses incurred or otherwise suffered by Executive in connection therewith; specifically excluding, however, any claims for breach of any representation, warranty, obligation or covenant by the Company contained in this Agreement; and (2) covenants and agrees not to sxx or bring, or cause or permit to be commenced, any action or legal proceeding against the Company or any of such Released Persons in connection with any claim, action, cause of action or demand released by Executive herein. (I) Without limiting the foregoing terms, this Agreement specifically includes and extinguishes all known or unknown claims, suits, actions, causes of action, damagesdemands or charges for age, lossessex, costsgender, expenses and compensationpregnancy, of whatever nature whatsoeversexual orientation, known or unknownrace, fixed or contingentcolor, which Executive or any of Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matternational origin, causedisability discrimination, or thing whatsoeverdiscrimination on any other basis, from the beginning retaliation, "whistle-blowing," any and all wage claims, breach of time to the Effective Date (“Claims”)contract, arising out ofwrongful discharge, based upondetrimental reliance, or relating to his/her employment or the termination of his/her employment with the Company and its Related Entities and/or his/her service as an officer of any of the Company Releasees, any agreement or compensation arrangement between Executive and any of the Company Releasees, to the maximum extent permitted by law. (b) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the National Labor Relations Act and the Equal Pay Act, as the same may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamationretaliatory discharge, infliction of emotional distress claims, any other tort claims, and any and all claims, suits, actions, causes of action, demands or other tortcharges arising from any alleged violation by or on behalf of the Released Persons, breach of contract any federal, state or covenantlocal constitution, violation of statute, regulation, ordinance, order, public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of common law. (cII) Nothing contained in this Section 9 or Agreement precludes Executive from asserting any other provision claim he/she may have pursuant to the Texas Workers’ Compensation Act, nor shall this Agreement preclude Executive from asserting any claim to enforce the terms of this Agreement shall or for a breach of this Agreement. This release is not intended to encompass claims for workers' compensation or waive any right that Executive has unemployment benefits. Nor is this release intended to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of filing a statutory claim concerning employment with the Company by or the termination thereof with the federal Equal Employment Opportunity Commission ("EEOC"), or similar state agencies. However, if Executive does so, or if any such claim is prosecuted in his/her name before any court or administrative agency, Executive waives and agrees not to take any award of money or other damages from such suit. Further, this release does not limit or proscribe Executive’s non-waivable right to participate as a witness or cooperate in any investigation by the EEOC or other agency, apply to any claim arising out of conduct occurring after the date this Agreement is signed, apply to any claim to enforce the terms of this Agreement or apply to any claim to challenge the validity of this Agreement under the Older Workers’ Benefit Protection Act.

Appears in 2 contracts

Samples: Employment Agreement (Cross Border Resources, Inc.), Employment Agreement (Cross Border Resources, Inc.)

Release by Executive. (a) Except Subject to the conditions hereinafter set forth, and in exchange for any obligations or covenants the payment of the Company pursuant Severance Benefit subject to this Agreement and as otherwise expressly provided in this Agreementall applicable tax withholding, Executive, for himself/herself and his/her heirs, executors, administrators, assigns, successors and agents Executive hereby: (collectively, the “Executive’s Affiliates”1) hereby fully and without limitation forever releases and forever discharges the Company and its Related Entities, and each of their respective agents, representatives, stockholders, owners, officers, directors, stockholders, agents, employees, consultants, attorneys, auditors, accountants, investigatorssubsidiaries, affiliates, successors and assigns (collectively, the “Company Releasees”), both individually and collectively, "Released Persons") from any and all waivable rights, claims, demandsactions, causes of actions and demands of Executive, known or unknown, that Executive may have against the Released Persons, and any other claims that may arise in connection with Executive's capacity as an employee, officer, director or stockholder of the Company (whether directly or derivatively through the Company), including, without limitation, all damages, obligations, liabilities, costs and expenses incurred or otherwise suffered by Executive in connection therewith; specifically excluding, however, any claims for breach of any representation, warranty, obligation or covenant by the Company contained in this Agreement; and (2) covenants and agrees not to sxx or bring, or cause or permit to be commenced, any action or legal proceeding against the Company or any of such Released Persons in connection with any claim, action, cause of action or demand released by Executive herein. (I) Without limiting the foregoing terms, this Agreement specifically includes and extinguishes all known or unknown claims, suits, actions, causes of action, damagesdemands or charges for age, lossessex, costsgender, expenses and compensationpregnancy, of whatever nature whatsoeversexual orientation, known or unknownrace, fixed or contingentcolor, which Executive or any of Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matternational origin, causedisability discrimination, or thing whatsoeverdiscrimination on any other basis, from the beginning retaliation, "whistle-blowing," any and all wage claims, breach of time to the Effective Date (“Claims”)contract, arising out ofwrongful discharge, based upondetrimental reliance, or relating to his/her employment or the termination of his/her employment with the Company and its Related Entities and/or his/her service as an officer of any of the Company Releasees, any agreement or compensation arrangement between Executive and any of the Company Releasees, to the maximum extent permitted by law. (b) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the National Labor Relations Act and the Equal Pay Act, as the same may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamationretaliatory discharge, infliction of emotional distress claims, any other tort claims, and any and all claims, suits, actions, causes of action, demands or other tortcharges arising from any alleged violation by or on behalf of the Released Persons, breach of contract any federal, state or covenantlocal constitution, violation of statute, regulation, ordinance, order, public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of common law. (cII) Nothing contained in this Section 9 or Agreement precludes Executive from asserting any other provision claim he may have pursuant to the Texas Workers’ Compensation Act, nor shall this Agreement preclude Executive from asserting any claim to enforce the terms of this Agreement shall or for a breach of this Agreement. This release is not intended to encompass claims for workers' compensation or waive any right that Executive has unemployment benefits. Nor is this release intended to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of filing a statutory claim concerning employment with the Company by or the termination thereof with the federal Equal Employment Opportunity Commission ("EEOC"), or similar state agencies. However, if Executive does so, or if any such claim is prosecuted in his name before any court or administrative agency, Executive waives and agrees not to take any award of money or other damages from such suit. Further, this release does not limit or proscribe Executive’s non-waivable right to participate as a witness or cooperate in any investigation by the EEOC or other agency, apply to any claim arising out of conduct occurring after the date this Agreement is signed, apply to any claim to enforce the terms of this Agreement or apply to any claim to challenge the validity of this Agreement under the Older Workers’ Benefit Protection Act.

Appears in 2 contracts

Samples: Separation Agreement (Cross Border Resources, Inc.), Separation Agreement (Cross Border Resources, Inc.)

Release by Executive. (a) Except for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement, Executive, for himself/herself on his own behalf and his/her on behalf of his descendants, dependents, heirs, executors, administrators, assigns, assigns and successors and agents anyone else claiming through him (collectively, the “Executive’s AffiliatesExecutive Parties) ), and each of them, hereby fully and without limitation releases and forever discharges the Company and its Related Entitiescovenants not to xxx Parent, Employer and each of their respective agentsdivisions, Subsidiaries, parents or Affiliates, past and present, and each of them, as well as their respective assignees, predecessors, successors, directors, officers, stockholders, equityholders, partners, members, representatives, stockholdersattorneys, owners, officers, directors, agents or employees, consultantspast or present, attorneysand all persons acting by, auditorsthrough, accountants, investigators, affiliates, successors under or in concert with any of them (individually and assigns (collectively, the “Company ReleaseesParties”), both individually from and collectively, from with respect to any and all waivable rightsliabilities, claims, demands, liabilities, actions, causes of action, damagesagreements, obligations, demands, liens, charges, suits, complaints, grievances, contracts, promises, costs, losses, costsdamages, expenses injuries, attorneys’ fees and compensation, of whatever nature whatsoeverother legal responsibilities, known or unknown, fixed suspected or contingentunsuspected, which Executive resulting from any act or any of Executive’s Affiliates has omission by or may have or may claim to have against on the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date (“Claims”), arising out of, based upon, or relating to his/her employment or the termination of his/her employment with the Company and its Related Entities and/or his/her service as an officer of any part of the Company ReleaseesParties relating to Executive’s employment with Employer and/or the termination thereof committed or omitted on or prior to the date of this Release, including, without limiting the generality of the foregoing, any agreement or compensation arrangement between Executive and any claim under the Civil Rights Act of 1866, the Company ReleaseesCivil Rights Act of 1871, to the maximum extent permitted by law. (b) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the Xxxxxxxx-Xxxxx Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act, or any other federal, state or local law, regulation or ordinance relating to employment, including, without limiting the generality of the foregoing, all wrongful termination and “constructive discharge” claims, all discrimination claims, all claims relating to any contracts of employment, whether express or implied, any covenant of good faith and fair dealing with respect to employment, whether express or implied, and any tort of any nature with respect to employment, and for any relief relating to employment, no matter how denominated, including but not limited to wages, back pay, front pay, benefits, compensatory, liquidated or punitive damages and attorneys’ fees (collectively, the “Claims”): provided, however, that the foregoing release does not apply to any obligation of Employer to Executive with respect to: (a) rights under Section 1(c) of the Employment Agreement and (b) any rights as an equityholder of Parent or its Subsidiaries. In addition, this Release does not cover any Claim for breach or enforcement of this Release or related to vested benefits under ERISA, to workers’ compensation benefits, to defense or indemnity under the Employment Agreement, the organizational documents or other governing documents of Parent or its Affiliates or under applicable law, to coverage under any applicable insurance policy, any statutory or contractual rights to indemnification or exculpation or any other Claim that may not be released as a matter of applicable law. In addition, this Release will not prevent Executive from (i) filing a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”) or (ii) reporting possible violations of federal law or regulation to, otherwise communicating with or participating in any investigation or proceeding that may be conducted by, or providing documents and other information, without notice to Employer, to, any Governmental Agency or entity, including in accordance with the provisions of and rules promulgated under Section 2IF of the Exchange Act and or Section 806 of the Equal Pay ActXxxxxxxx-Xxxxx Act of 2002, as the same each may be have been amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction or any other whistleblower protection provisions of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage law or regulation. This Agreement does not limit Executive’s right to receive an award for information provided to any Government Agencies; provided, however, that Executive acknowledges and hour laws, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of law; or agrees that any other state or federal law, ruleClaim by him, or regulation dealing brought on his behalf, for damages in connection with the employment relationship, except those claims which may not be released herein as such a matter of law. (c) Nothing contained in this Section 9 charge or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities investigation filed with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”)would be and hereby is barred.

Appears in 2 contracts

Samples: Employment Agreement (Paya Holdings Inc.), Employment Agreement (Paya Holdings Inc.)

Release by Executive. (a) Except for any obligations or covenants Executive on behalf of the Company pursuant to this Agreement himself and as otherwise expressly provided in this Agreement, Executive, for himself/herself and his/her his heirs, executorsrepresentatives, administratorsagents, and assigns, successors and agents (collectivelyeach of them, the “Executive’s Affiliates”) hereby fully and without limitation finally waives, releases and forever discharges the Company Employer, JELD-WEN Holding, Inc. (“JWHI”) and its Related Entities, any and each all of their respective agentsparents, representativessubsidiaries, stockholdersand affiliates, ownerspast and present, as well as any and all of its and their past, present and future officers, directors, stockholders, members, employees, consultantsagents, attorneys, auditors, accountants, investigators, affiliatesrepresentatives, successors and assigns (collectively, the collectively Company ReleaseesParties Released By Executive”), both individually from and collectively, from against any and all waivable rights, claims, demands, liabilities, actions, causes of action, damagesliability, losses, costs, expenses and compensation, damage or loss of whatever nature any kind whatsoever, whether presently known or unknown, fixed suspected or contingent, which Executive or any of Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoeverunsuspected, from the beginning of time up to and including the Effective Date of this Release (“Claims”as defined herein), that the Executive ever had, now has or may have against the Employer or any of the other Parties Released By Executive arising out offrom or related in any way to the Agreement, based uponthe Executive’s employment with the Employer, or relating to his/her employment or and/or the termination of his/her the Executive’s employment with the Company Employer, equity securities and options to acquire equity securities of JWHI and any shareholders or other agreement related thereto, including without limitation, any claims or causes of action based on any federal, state or local constitutional provision, statute, law, rule or regulation, the law of contract and tort, and any claims for recovery of any costs or attorney’s fees; provided, however, that notwithstanding any other provision herein, the foregoing release by the Executive does not apply or extend to any rights of the Executive, or obligations of the Employer or any of its Related Entities and/or his/her service as an officer of parents, owners, affiliates, predecessors, successors or assigns, under or pursuant to any of the Company Releaseesfollowing: (1) any right to indemnification and/or payment of related expenses that the Executive may have pursuant to the Employer’s Bylaws or Articles of Incorporation, under any written indemnification or other agreement with the Employer, and/or under applicable law; (2) any rights that the Executive may have to insurance coverage under any directors and officers liability insurance or compensation arrangement between Executive and any other insurance policies of the Company Releasees, to the maximum extent permitted by law. Employer; (b3) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the National Labor Relations Act and the Equal Pay Act, as the same may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may claims that cannot be released herein as a matter of applicable law; (4) any claims for breach of the Agreement; and (5) claims for benefits or performance pursuant to the terms of any Employee Stock Ownership Plan, pension, retirement, stock incentive or other employee benefit plans or any shareholders or other state or federal law, ruleagreement relating to, or regulation dealing with the employment relationshipoption to acquire, except those claims which may not be released herein as a matter equity securities of lawJWHI. (c) Nothing contained in this Section 9 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”).

Appears in 2 contracts

Samples: Management Employment Agreement, Management Employment Agreement (JELD-WEN Holding, Inc.)

Release by Executive. (a) Except for any obligations or covenants of Having consulted with counsel, the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement, Executive, for himself/herself on behalf of himself and his/her each of his respective heirs, executors, administrators, assignsrepresentatives, agents, insurers, successors and assigns (collectively, and including the Executive, the “Releasors”) hereby irrevocably and unconditionally releases and forever discharges the Corporation, its parents (including GoodRx Holdings, Inc. (“Holdings”)), subsidiaries and affiliates and each of their respective officers, employees, directors, members, shareholders, parents, subsidiaries and agents (collectively, the “Executive’s AffiliatesReleasees”) hereby fully and without limitation releases and forever discharges the Company and its Related Entities, and each of their respective agents, representatives, stockholders, owners, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns (collectively, the “Company Releasees”), both individually and collectively, from any and all waivable rights, claims, demands, liabilities, actions, causes of action, rights, judgments, obligations, damages, lossesdemands, costs, expenses and compensation, accountings or liabilities of whatever nature whatsoeverkind or character (collectively, known or unknown, fixed or contingent“Claims”), which the Executive now has or may hereafter have against the Releasees, or any of Executive’s Affiliates has or may have or may claim to have against the Company Releasees them, by reason of any matter, cause, or thing whatsoever, whatsoever from the beginning of time to the Effective Date date hereof (“Claims”)including, without limitation, any Claims under any federal, state, local or foreign law that they may have, or in the future may possess, arising out ofof the Executive’s employment relationship with and service as an employee, based uponofficer or director of the Corporation, its parent entity (including Holdings) or relating to his/her employment or any other subsidiaries of such parent entity, and the termination of his/her employment with such relationship or service); provided, however, that the Company Executive does not release, discharge or waive any rights to (i) payments and its Related Entities and/or his/her service as an officer of benefits provided under this Agreement or under any of the Company Releasees, any other agreement or compensation arrangement between Executive and any of the Company ReleaseesReleasees that would, by their nature, survive the termination of employment, (ii) equity and other securities of Holdings or rights under agreements with any of the Releasees related to the maximum extent permitted Executive’s equity securities of Holdings, (iii) benefit claims under any employee benefit plans in which Executive is a participant by virtue of his employment with the Corporation, (iv) any indemnification, advance or reimbursement rights the Executive may have in accordance with applicable law. , indemnification agreements, certificate of incorporation or bylaws of Corporation, or under any director and officer liability insurance or other insurance maintained by the Corporation or a parent entity with respect to liabilities arising as a result of the Executive’s service as an officer and employee of such entities, and (bv) Executive specifically and expressly releases claims that cannot be waived by an employee under applicable law. [This Paragraph 3(a) does not apply to any Claims arising out of or based on: that the California Fair Employment and Housing Act, Title VII Executive may have as of the Civil Rights date the Executive signs this Agreement arising under the Federal Age Discrimination in Employment Act of 19641967, the Americans with Disabilities Actas amended, the National Labor Relations Act and the Equal Pay Act, as the same applicable rules and regulations promulgated thereunder (“ADEA”) or any other claims that may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may not be released herein as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of law. (c. Claims arising under ADEA are addressed in Paragraph 3(c) Nothing contained in this Section 9 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”).]

Appears in 2 contracts

Samples: Employment Agreement (GoodRx Holdings, Inc.), Employment Agreement (GoodRx Holdings, Inc.)

Release by Executive. (a) Except for any obligations or covenants of As a material inducement to the Company pursuant to enter into this Agreement and as otherwise expressly provided in this Agreementconsideration of the Termination Payments and other valuable consideration, ExecutiveExecutive does hereby agree to and hereby does unconditionally and generally release and fully and forever waive and discharges, for himself/herself on his own behalf and his/her on behalf of any of his dependents, heirs, executors, administrators, assignsaffiliates, successors and agents (collectivelyassigns, the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company Company, and its Related Entitiesparent, subsidiary and affiliated companies, partnerships, and each of their respective agentspresent or former affiliates, representativessubsidiaries, stockholdersofficers and directors, ownersshareholders, officers, directorspartners, employees, consultantsagents, attorneys, auditorsaccountants and representatives, accountants, investigators, affiliates, and their respective successors and assigns (collectively, the “Company ReleaseesReleased Parties), both individually and collectively, ) from any and all waivable rights, claims, actions, suits, demands, liabilities, actions, causes of action, charges, obligations, damages, lossesbreaches, costsattorneys’ fees, expenses costs and compensationliabilities of any nature whatsoever (collectively, of whatever nature whatsoever“claims”), known whether or unknownnot now known, fixed suspected or contingentclaimed, which Executive now holds or has at any time heretofore owned or held against the Company Released Parties including, but not limited to, claims (a) arising out of his employment with or service as director of the Company and/or his resignation or termination therefrom, except as set forth in the last sentence of this Section 4.1 or as otherwise specifically provided in this Agreement, (b) except as specifically provided in this Agreement, for compensation, severance payments, rights or benefits due to him under any plan or arrangement with the Company or its Subsidiaries, including the Employment Agreement, (c) that the Company Released Parties or any of Executive’s Affiliates has them discriminated against Executive on the basis of his race, sex, religion, national origin, handicap, ancestry, sexual orientation, mental or may have physical disability, or may claim to have against age, (d) that the Company Releasees by reason of Released Parties violated any matter, causepromise or agreement either express or implied with Executive, or thing whatsoever, from the beginning of time to the Effective Date (“Claims”), arising out of, based upon, or relating to his/her employment or the termination of his/her employment with that the Company and its Related Entities and/or his/her service as has terminated him for any illegal reason or in an officer of any illegal fashion, including specifically without limiting the generality of the Company Releasees, foregoing any agreement or compensation arrangement between Executive and any of claim under the Company Releasees, to the maximum extent permitted by law. (b) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Employee Retirement Income Security Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the National Labor Relations Act and the Equal Worker Pay Act, as the same may be amended from time to time; the California common law on fraudFair Labor Standards Act, misrepresentation, negligenceor (e) for employment discrimination, defamation, infliction of liable, interference with contract, business relationships, or prospective economic advantage, emotional distress or other tortdistress, breach of contract or covenantwrongful termination and, violation of public policy or wrongful termination; state or federal wage except as specifically provided in this Agreement, wages, severance pay, deferred compensation, stock options, bonus, sick leave, holiday pay, vacation pay, life insurance, health and hour lawsmedical insurance, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of law; or any other state fringe benefit or federal lawcommissions. Notwithstanding any of the foregoing, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of law. (c) Nothing contained nothing in this Section 9 or any other provision of this Agreement shall be deemed to constitute a release or waive waiver of any right claims that Executive has or his affiliates may have against any of the Company Released Parties (i) relating to indemnification and/or reimbursement or arising out of expenses any criminal or fraudulent actions by the Company and its Related Entities with respect to which Executive may be eligible as provided in Released Parties, or (ii) for indemnification under the California Labor Code section 2802Corporations Code, the Company’s and its Related Entities’ Certificates Articles of Incorporation, Incorporation or Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”)existing officer or director liability or errors and omissions insurance policy.

Appears in 2 contracts

Samples: Separation Agreement (BJs RESTAURANTS INC), Separation Agreement (BJs RESTAURANTS INC)

Release by Executive. (a) Except for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this AgreementSection 3, Executive, for himself/herself himself and his/her on behalf of his representatives (including his heirs, executors, administratorsadministrators and assigns), assignshereby RELEASES and FULLY DISCHARGES the Company, successors Buyer and agents (collectivelytheir respective present and former parent companies, the “Executive’s Affiliates”) hereby fully subsidiaries and without limitation releases and forever discharges the Company and its Related Entitiesaffiliates, and each of their respective the officers, directors, shareholders, owners, employees, agents, representatives, stockholders, owners, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliatesinsurers, successors and assigns of each of them, solely in their capacities as such (collectively, the “Company ReleaseesReleased Parties)) from all claims, both individually and collectively, from any and all waivable rights, claims, demands, liabilities, actions, and causes of action, damages, losses, costs, expenses and compensation, action of whatever nature whatsoeverall nature, known or unknown, fixed or contingent, which Executive or any of Executive’s Affiliates he has or may have or may claim to have against the Company Releasees by reason of hereafter have, in any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date (“Claims”), way arising out of, connected with or related to his employment with any of the Released Parties, and the resignation or termination thereof. This Release Agreement shall include, but not be limited to, any cause of action based upon, or relating to his/her employment or the termination of his/her upon knowledge obtained by Executive during employment with the Company and its Related Entities and/or his/her service as an officer of any of the Company Releasees, any agreement or compensation arrangement between Executive Released Parties and any claims and causes of the Company Releaseesaction for pain and suffering, to the maximum extent permitted by law. (b) Executive specifically and expressly releases wrongful or constructive discharge, breach of contract, discrimination or retaliation under any Claims arising out of applicable laws or based on: the California Fair Employment and Housing Actregulations, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Family and Medical Leave Act, the Fair Labor Standards Act, the Americans with Disabilities Act, the National Labor Relations Older Workers Benefits Protection Act (“OWBPA”) and the Equal Pay ActAge Discrimination in Employment Act (the “ADEA”). This Release Agreement shall also include all claims, as the same rights and causes of action for costs, attorney’s fees or commissions which Executive may assert, or which may be amended from time to time; the California common law asserted by third parties on fraudExecutive’s behalf, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of law. (c) Nothing contained in this Section 9 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by against the Company and its Related Entities any of the Released Parties. Executive agrees that he has not, and shall not, initiate any claim or cause of action, administrative or legal, related in any way to his employment with respect to which Executive may be eligible as provided in California Labor Code section 2802any of the Released Parties, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella termination or general liability insurance policiesresignation thereof, any indemnification agreementsinjuries suffered or received during employment with any of the Released Parties, including or that is otherwise included in or covered by this Release Agreement, with the Employment Agreement; or any other applicable sourceexceptions set forth in Section 3. Notwithstanding the foregoing, nor prevent nothing in this Release Agreement shall preclude Executive from cooperating in an investigation challenging the validity of the Company release above under the requirements of the ADEA or from filing a charge with, providing truthful information to, or participating in any investigation conducted by the United States Equal Employment Opportunity Commission (“EEOC”)) or any other similar state, federal, or local agency, provided that Executive acknowledges that he expressly waives his rights to monetary or other relief should any administrative agency, including but not limited to the EEOC or similar state or local agency, pursue any claim on his behalf and that, unless the release is held to be invalid, all of his claims under the ADEA shall be extinguished.

Appears in 2 contracts

Samples: Employment Agreement (Aveanna Healthcare Holdings, Inc.), Employment Agreement (Aveanna Healthcare Holdings, Inc.)

Release by Executive. (a) Except a. In consideration for any obligations or the covenants and agreements of the Company pursuant to this Agreement and as otherwise expressly provided set forth in this the Employment Agreement, Executive, for himself/herself and his/her heirson behalf of himself and the Executive Parties, executorshereby absolutely and unconditionally releases, administrators, assigns, successors and agents (collectively, the “Executive’s Affiliates”) hereby fully and without limitation releases waives and forever discharges the Company Parties from any and its Related Entitiesall manner of actions, causes and each causes of their respective agentsaction, representativescontroversies, stockholderscovenants, ownersclaims, officersdamages, directorsdebts, employeesduties, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns liabilities or obligations of any nature whatsoever (collectively, the “Company Releasees”"Executive Claims"), both individually and collectively, from any and all waivable rights, claims, demands, liabilities, actions, causes of action, damages, losses, costs, expenses and compensation, of whatever nature whatsoever, whether known or unknown, fixed unknown or contingentsuspected or unsuspected, which the Executive Parties or any of Executive’s Affiliates has them may now or may hereafter own, hold, have or may claim to have against the Company Releasees for, upon or by reason of any mattermanner, cause, cause or thing whatsoever, from the beginning of whatsoever occurring on or at any time prior to the Effective Date date of this Amendment (the "Executive Release"). Without limiting the foregoing, the Executive Parties agree that the Executive Release include Executive Claims”), arising out ofwhether in contract, based upontort or otherwise. Without limiting the foregoing, Executive agrees that the Executive Release includes claims (i) for wrongful termination or relating to his/her employment or the termination of his/her employment with the Company and its Related Entities and/or his/her service as an officer of any breach of the Company Releaseescovenant of good faith and fair dealing, any agreement or compensation arrangement between Executive and any of the Company Releasees, to the maximum extent permitted by law. (bii) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act, under Title VII of the Civil Rights Act of 1964, as amended, (iii) under the Americans with Disabilities Civil Rights Act of 1991, as amended, (iv) under any Collective Bargaining Agreement, (v) under the Wage Payment Act, Chap. 109 Wis. Stats., as amended, (vi) under the National Labor Relations Act California Fair Employment and the Equal Pay Housing Act, as the same may be amended from time to time; the California common law on fraudamended, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of (vii) under the California Labor Code, to as amended, (viii) under the extent these may be released herein American with Disabilities Act of 1990, as a matter of lawamended, (ix) under any Wisconsin or California law prohibiting discrimination; or (x) under any other Federal, and state and local laws, orders or federal law, rule, or regulation dealing with regulations in any way relating to the employment relationship, except those claims which may not be released herein termination or discrimination, (xi) under common law, and (xii) under the Age Discrimination Employment Act ("ADEA"), and the Older Worker Benefit Protection Act, as a matter of law. (c) Nothing amended. Notwithstanding anything to the contrary contained in this Section 9 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802herein, the Company’s covenants, agreements and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation obligations of the Company to be performed from and after the date hereof under the Agreement, as amended by this Amendment No. 2 and Amendment No. 1, the Equal Employment Opportunity Commission Noncompetition Agreement as amended, and the Confidentiality Agreement as amended are not subject to this Executive Release. b. Executive agrees that he has been provided with twenty-one days from the date he received this Amendment within which to consider its terms. Executive acknowledges that he has consulted with an attorney of his choice, and has negotiated the terms of this Amendment and Executive has also had the opportunity to consult with other professional persons unrelated to the Company regarding the terms of this Amendment. Executive's signature below indicates that he is entering into this Amendment freely, knowingly and voluntarily with a full understanding of its terms. Further, the terms of this Amendment cannot become effective or enforceable until seven (“EEOC”)7) days following the date of its execution, during which time Executive may revoke the Amendment by notifying the Company in writing. Executive understands that any rights or claims he may have under the ADEA that arise after the date of this Amendment is executed are not waived by him.

Appears in 1 contract

Samples: Employment Agreement (Third Wave Technologies Inc /Wi)

Release by Executive. Xxxx Xxxxxxx (a) Except for any obligations or covenants “Executive”), on his own behalf and on behalf of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreementhis descendants, Executivedependents, for himself/herself and his/her heirs, executors, administrators, assigns, successors assigns and agents (collectively, the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company and its Related Entitiessuccessors, and each of them, hereby acknowledges full and complete satisfaction of and releases and discharges and covenants not to xxx International Rectifier Corporation (the “Corporation”), its divisions, subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as its and their respective agentsassignees, successors, directors, officers, stockholders, partners, representatives, stockholdersattorneys, owners, officers, directors, agents or employees, consultantspast or present, attorneys, auditors, accountants, investigators, affiliates, successors or any of them (individually and assigns (collectively, the Company Releasees”), both individually from and collectively, from with respect to any and all waivable rights, claims, demandsagreements, liabilitiesobligations, actions, demands and causes of action, damages, losses, costs, expenses and compensation, of whatever nature whatsoever, known or unknown, fixed suspected or contingentunsuspected, which Executive or any of Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date (“Claims”), arising out of, based upon, or relating to his/her employment or the termination of his/her employment with the Company and its Related Entities and/or his/her service as an officer of any of the Company Releasees, any agreement or compensation arrangement between Executive and any of the Company Releasees, to the maximum extent permitted by law. (b) Executive specifically and expressly releases any Claims arising out of or based on: in any way connected with Executive’s employment or any other relationship with or interest in the California Fair Employment Corporation or the termination thereof, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and Housing Actcauses of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this General Release Agreement (this “Agreement”) set forth below, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the National Labor Relations Act Family and the Equal Pay Medical Leave Act, as the same may be amended from time to time; the California common law on fraudFair Employment and Housing Act, misrepresentationCalifornia Labor Code Section 132a, negligencethe California Family Rights Act, defamationor any other federal, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour lawslocal law, and other provisions regulation or ordinance (collectively, the “Claims”); provided, however, that the foregoing release does not apply to any obligation of the California Labor CodeCorporation to Executive pursuant to any of the following: (1) Section 5.3 of the Employment Agreement dated as of February 6, 2008 by and between the Corporation and Executive (the “Employment Agreement”); (2) any equity-based awards previously granted by the Corporation to Executive, to the extent these that such awards continue after the termination of Executive’s employment with the Corporation in accordance with the applicable terms of such awards (and subject to any limited period in which to exercise such awards following such termination of employment); (3) any right to indemnification that Executive may have pursuant to the Bylaws of the Corporation, its Certificate of Incorporation or under any written indemnification agreement with the Corporation (or any corresponding provision of any subsidiary or affiliate of the Corporation) or applicable state law with respect to any loss, damages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that Executive may in the future incur with respect to his or her service as an employee, officer or director of the Corporation or any of its subsidiaries or affiliates; (4) with respect to any rights that Executive may have to insurance coverage for such losses, damages or expenses under any Corporation (or subsidiary or affiliate) directors and officers liability insurance policy; (5) any rights to continued medical or dental coverage that Executive may have under COBRA (or similar applicable state law); or (6) any rights to payment of benefits that Executive may have under the Corporation’s Retirement Savings Plan. In addition, this Release does not cover any Claim that cannot be so released herein as a matter of applicable law; or . Executive acknowledges and agrees that he has received any and all leave and other state or federal law, rule, or regulation dealing with benefits that he has been and is entitled to pursuant to the employment relationship, except those claims which may not be released herein as a matter Family and Medical Leave Act of law1993. (c) Nothing contained in this Section 9 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”).

Appears in 1 contract

Samples: Employment Agreement (International Rectifier Corp /De/)

Release by Executive. (a) Except for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement, Executive, Executive will forever release for himself/herself , his marital community, and his/her heirshis respective heirs and/or assigns (the "Executive Parties"), executors, administrators, assigns, successors and agents (collectively, the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company and any and all of its Related Entitiesparents, and each of their respective subsidiaries, directors, officers, employees, equity holders, agents, representatives, stockholders, owners, officers, directors, employees, consultants, attorneys, auditorsinsurers, accountantspredecessors, investigatorssuccessors, affiliates, successors and assigns (collectively, the "Company Releasees”Parties"), both individually and collectivelyfrom ANY AND ALL RIGHTS, from any and all waivable rightsCLAIMS, claimsDEMANDS, demandsCAUSES OF ACTION, liabilitiesOBLIGATIONS, actionsDAMAGES, causes of actionPENALTIES, damagesFEES, lossesCOSTS, costsEXPENSES, expenses and compensationAND LIABILITIES, of whatever nature whatsoeverOF ANY NATURE WHATSOEVER, known or unknownWIDCH HE HAS, fixed or contingentHAD, which OR MAY HAVE AGAINST THE COMPANY OR ANY OR ALL OF THE COMPANY PARTIES IN CONNECTION WITH ANY CAUSE OR MATTER WHATSOEVER, WHETHER KNOWN OR UNKNOWN TO THE PARTIES AT THE DATE OF THIS AGREEMENT AND INCLUDING, WITHOUT LIMITATION, ALL MATTERS RELATED TO EXECUTIVE'S EMPLOYMENT AGREEMENT AND HIS EMPLOYMENT WITH THE COMPANY AND THE TERMINATION OF HIS EMPLOYMENT. By signing this Agreement, Executive or any of Executive’s Affiliates has or may have or may claim agrees to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date (“Claims”), FULLY WAIVE AND RELEASE ALL CLAIMS arising out of, based upon, or relating to his/her employment or the termination of his/her to, his employment with the Company and its Related Entities and/or his/her service Company, his termination from employment with the Company, or his resignation of any position as an officer of any of the Company ReleaseesCompany, WITH RESPECT TO, any agreement claim or compensation arrangement between Executive and any other proceeding arising under: ● The Civil Rights Act of the Company Releasees, to the maximum extent permitted by law. 1866 (b) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act, "Section 1981"); ● Title VII of the Civil Rights Act of 1964, 1964 as amended by the Civil Rights Act of 1991 ("Title VII"); ● The Americans with Disabilities Act, the Act ("ADA"); ● The Age Discrimination in Employment Act ("ADEA''); ● The Labor Management Relations Act ("LMRA"); ● The National Labor Relations Act ("NLRA"); ● The Fair Labor Standards Act ("FLSA"); ● The Family and the Equal Pay Medical Leave Act of 1993 ("FMLA"); ● The California Civil Rights Act, as the same may be amended from time to time; the ● The California Employment Protection Act; ● Any common law on fraudor statutory cause of action arising out of Executive's employment or termination of employment with the Company; and/or ● Any common law or statutory cause of action arising out of Executive's resignation of any position as an officer of the Company. This Agreement completely bars any action or suit before any court, misrepresentationarbitral, negligenceor administrative body with respect to any claim under federal, defamationstate, infliction of emotional distress local, or other tortlaw relating to this Agreement or to Executive's employment and/or termination of employment with the Company or its predecessors, breach subsidiaries, successors, or assigns. The foregoing release shall NOT operate to release, waive, or otherwise impair any right to indemnification by the Company that Executive may have pursuant to the Company's current Certificate of contract Incorporation or covenantBylaws or as otherwise provided by applicable law; (ii) any right to coverage or protection under any Directors & Officers Liability Insurance Policy maintained by the Company relating to the period of Executive's employment; (iii) any claims, violation of public policy rights, or wrongful termination; state or federal wage and hour laws, and other provisions remedies arising from the obligations of the California Labor CodeCompany under this Agreement; (iv) any claims, to the extent these may be released herein as a matter of law; or any other state or federal law, rulerights, or regulation dealing with the employment relationship, except those claims remedies that Executive may have and which may not be released herein as a matter of law. or waived under applicable law or (cv) Nothing contained in this Section 9 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided participate in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission ("EEOC”)") or other federal, state, or local agency investigation, hearing, or proceeding or to file a charge before the EEOC, but Executive waives any right to recover any sum from the Company in connection with any such charge, investigation, hearing, or proceeding.

Appears in 1 contract

Samples: Separation Agreement (Westmountain Gold, Inc.)

Release by Executive. (a) Except for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement, Executive, for himself/herself on Executive’s own part and his/her on behalf of Executive’s descendants, dependents, heirs, executors, administrators, assigns, successors and agents (collectivelysuccessors, the “Executive’s Affiliates”) hereby covenants not to sue and fully releases, acquits, and without limitation releases and forever discharges the Company ICF, and its Related Entitiesparent(s), and each of their respective subsidiaries, affiliates, divisions, owners, directors, officers, agents, employees, shareholders, representatives, stockholdersassigns, ownersinsurers, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, and successors (collectively referred to as "ICF Releasees") with respect to and assigns (collectively, the “Company Releasees”), both individually and collectively, from any and all waivable rights, claims, demandsagreements, liabilitiescontracts, actions, suits, causes of action, attorneys' fees, damages, losses, costs, expenses and compensation, liabilities of whatever nature whatsoeverkind or nature, in law, equity or otherwise, whether known or unknown, fixed suspected or contingentunsuspected, and whether or not concealed or hidden, which Executive has owned or held against ICF Releasees at any of Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time up to the Effective Date (“Claims”)date of this Agreement, arising out ofincluding, based uponwithout limitation, or relating to his/her employment or the termination of his/her employment with the Company and its Related Entities and/or his/her service as an officer of any of the Company Releasees, any agreement or compensation arrangement between Executive and any of the Company Releasees, to the maximum extent permitted by law. (b) Executive specifically and expressly releases any Claims those arising out of or based on: the California Fair Employment and Housing Actin any way connected with Executive’s employment relationship with ICF or Executive’s separation from full-time employment from ICF; provided, Title VII however, that excluded specifically from this release is Executive’s right to enforce any of the Civil Rights Act provisions of 1964, this Agreement. Executive understands that nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with the Americans with Disabilities ActEqual Employment Opportunity Commission, the National Labor Relations Act Board, the Occupational Safety and Health Administration, the Equal Pay Act, as the same may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage Securities and hour laws, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of law; Exchange Commission or any other federal, state or federal lawlocal governmental agency or commission (“Government Agencies”). Executive further understands that this Agreement does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, ruleincluding providing documents or other information, without approval of or notice to the Company. Notwithstanding the foregoing, by signing this Agreement, Executive is agreeing to waive all of Executive’s past and present rights to recover personal relief or monetary damages arising out of Executive’s employment, changes in employment status and termination, with the exception of any whistleblower awards or incentives that may be available to Executive for providing information to the Department of Justice, the Securities and Exchange Commission, Congress, or regulation dealing with the employment relationshipany federal Inspector General, except those claims which may not be released herein as a matter of law. (c) Nothing contained in this Section 9 or any other provision of this Agreement shall release or waive any right damages that cannot be waived by applicable law. Further, Executive understands that Executive has to indemnification and/or reimbursement of expenses does not waive, release, or discharge any claim that cannot be waived by the Company and its Related Entities with respect to which Executive may be eligible applicable law, such as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”)claims for unemployment benefits.

Appears in 1 contract

Samples: Separation Agreement (ICF International, Inc.)

Release by Executive. (a) Except for any obligations or covenants Executive, on his own behalf and on behalf of the Company pursuant to this Agreement Executive Released Parties (defined below), hereby irrevocably and as otherwise expressly provided in this Agreementunconditionally releases and forever discharges Luminex, Executiveits subsidiaries and other affiliates and their respective agents, for himself/herself employees, representatives, officers, directors, stockholders, trustees and his/her attorneys, past and present, and the heirs, executors, administrators, assigns, successors and agents assigns of all of the foregoing (collectively, the “Released Parties”) from any and all debts, liabilities, claims, demands, actions or causes of action, suits, judgments or controversies of any kind whatsoever (except as set forth below) arising from Executive’s Affiliates”) hereby fully and relationship (including without limitation releases as a stockholder) to, employment with or service as an employee, officer, director, or manager of Luminex or its subsidiaries and forever discharges the Company and its Related Entities, and each of their respective agents, representatives, stockholders, owners, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns or the termination of any such relationships (collectively, the “Company ReleaseesClaims), both individually and collectively, from any and all waivable rights, claims, demands, liabilities, actions, causes of action, damages, losses, costs, expenses and compensation, of whatever nature whatsoever, known or unknown, fixed or contingent, which Executive or any of Executive’s Affiliates has or may have or may claim to have ) against the Company Releasees by reason Released Parties, that now exist or that may arise in the future out of any matter, causetransaction or event occurring prior to or on the Effective Date, including without limitation, any claims of breach of contract or for severance or other termination pay (except as set forth in Section 4 below), or thing whatsoeverclaims of unlawful retaliation, from harassment or discrimination or denial of some benefit or protection accorded to Executive (for example, on the beginning basis of time age, sex, race, handicap, disability, religion, color or national origin, or for complaining of such) under any federal, state or local law, rule or regulation, including, but not limited to the Effective Date (“Claims”)Age Discrimination in Employment Act of 1967, arising out of29 U.S.C. Section 621, based upon, or relating to his/her employment or the termination of his/her employment with the Company and its Related Entities and/or his/her service as an officer of any of the Company Releasees, any agreement or compensation arrangement between Executive and any of the Company Releasees, to the maximum extent permitted by law. (b) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Actet seq, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities ActEmployee Retirement Income Security Act (ERISA), the Worker Adjustment and Retraining Notification Act of 1988 (WARN), the National Labor Relations Act (NLRA), and/or the Fair Labor Standards Act (FLSA), the Americans with Disabilities Act (ADA), the Genetic Information Nondiscrimination Act (XXXX), and/or the Family and Medical Leave Act (FMLA). Except as set forth below, Executive further agrees not to file or bring any claim, suit, civil action, complaint, arbitration or administrative action (any of the Equal Pay Actforegoing, an “Action”) in any city, state or federal court or agency or arbitration tribunal with respect to any Claim against any of the Released Parties or (except as may be required by law) assist any other person or entity with any Action against any of the Released Parties. Notwithstanding anything to the contrary contained in this Agreement, Executive does not release any of the Released Parties and shall not be prohibited from filing or bringing an Action with respect to any right Executive otherwise may have now or in the future (i) to receive distributions or dividends made in respect of Luminex’s capital stock or (ii) to be indemnified by Luminex under the Certificate of Incorporation or Bylaws of Luminex (as the same may be amended from time are currently in effect), any resolution adopted by the Board of Directors of Luminex, or any other separate written agreement or instrument requiring Luminex to time; indemnify Executive or (iii) to receive workers’ compensation claims or (iv) to receive Accrued Obligations (as such term is defined in the California common law on fraudEmployment Agreement) or (v) to receive Severance Compensation (as such term is defined in the Employment Agreement) or (vi) to stock, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour lawsoptions, and other equity-based compensation that vested prior to the Effective Date or that vests subsequent to the Effective Date pursuant to the Employment Agreement or an applicable Luminex long-term incentive plan (which stock, options or other equity-based compensation shall be governed by the terms and provisions of the California Labor Code, applicable written agreement(s) or instrument(s) and/or the applicable Luminex incentive plan) or (vii) to the extent these may vested benefits payable under retirement and other employee benefit plans covering Executive (which benefits shall be released herein as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of law. (c) Nothing contained in this Section 9 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses governed by the Company terms and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation provisions of the Company by the Equal Employment Opportunity Commission (“EEOC”applicable plan).

Appears in 1 contract

Samples: Employment Agreement (Luminex Corp)

Release by Executive. (a) Except for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement, Executive, for himself/herself on behalf of himself and his/her his heirs, executors, administrators, assigns, successors administrators and agents legal representatives (collectively, the “Executive’s AffiliatesReleasors”) hereby fully irrevocably and without limitation unconditionally releases and forever discharges the Company and its Related Entities, subsidiaries and each of their respective agents, representatives, stockholders, owners, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns affiliates (collectively, the “Company Releasees”), both individually ) from (and collectively, from indemnifies them against) any and all waivable rights, claims, demands, liabilities, actions, causes of action, rights, judgments, obligations, damages, lossesdemands, costs, expenses and compensation, accountings or liabilities of whatever nature whatsoeverkind or character, whether known or unknown, fixed whether now existing or contingenthereafter arising, which Executive at law or any of Executive’s Affiliates has in equity, that the Releasors may have, may have had, or may have hereafter have, and that are based in whole or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time in part on facts existing prior to the Effective Date date of this Agreement (collectively, “Claims”), arising out of, based upon, or relating to his/her employment or the termination of his/her employment with the Company and its Related Entities and/or his/her service as an officer of any of the Company Releasees, any agreement or compensation arrangement between Executive and any of the Company Releasees, to the maximum extent permitted by law. (b) Executive specifically and expressly releases including without limitation any Claims arising out of or based on: the California Fair Employment and Housing Act, on Title VII of the Civil Rights Act of 1964, ; the Americans with With Disabilities Act; the Fair Labor Standards Act; the Equal Pay Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act of 1974 (except as to claims pertaining to vested benefits under employee benefit plans maintained by the Releasees); the Age Discrimination in Employment Act, including claims alleging age discrimination; the Occupational Safety and Health Act; the Worker Adjustment and Retraining Notification Act; the National Labor Relations Act and the Equal Pay Act, as the same may be amended from time to time; the California Immigration Reform and Control Act; any common law on fraudlaw, misrepresentationpublic policy, negligencecontract (whether oral or written, defamationexpress or implied) or tort law; and any other local, infliction of emotional distress state, federal or other tortforeign law, breach of contract regulation or covenant, violation of public policy or wrongful termination; state or federal wage and hour lawsordinance, and other provisions that arise out of, or relate to, Executive’s employment with, or services for, the Company or any of its affiliates, or the California Labor Codetermination of such employment or services; provided, to the extent these may be released herein however, that this paragraph shall not release (i) Executive’s rights arising under or preserved by this Agreement, or (ii) Executive’s rights as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of law. (c) Nothing contained in this Section 9 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation shareholder of the Company by the Equal Employment Opportunity Commission or (“EEOC”)iii) any claims based on any act or omission of a Releasee which constitutes willful misconduct, gross negligence or fraud.

Appears in 1 contract

Samples: Separation Agreement (Orchids Paper Products CO /DE)

Release by Executive. (a) Except for any obligations or covenants In consideration of the Company pursuant severance benefits provided to this [____________] (“Executive”) under the Employment Agreement dated as of [__________, 2024] by and as otherwise expressly provided in this between Lions Gate Entertainment Corp. (the “Company”) and Executive (the “Employment Agreement”), Executive, for himself/herself on his own behalf and his/her on behalf of his descendants, dependents, heirs, executors, administrators, assigns, successors assigns and agents (collectively, the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company and its Related Entitiessuccessors, and each of them, hereby acknowledges full and complete satisfaction of and releases and discharges and covenants not to sue the Company, its divisions, subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as its and their respective agentsassignees, successors, directors, officers, stockholders, partners, representatives, stockholdersattorneys, owners, officers, directors, agents or employees, consultantspast or present, attorneys, auditors, accountants, investigators, affiliates, successors or any of them (individually and assigns (collectively, the Company Releasees”), both individually from and collectively, from with respect to any and all waivable rights, claims, demandsagreements, liabilitiesobligations, actions, demands and causes of action, damages, losses, costs, expenses and compensation, of whatever nature whatsoever, known or unknown, fixed suspected or contingentunsuspected, which Executive or any of Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date (“Claims”), arising out of, based upon, or relating to his/her employment or the termination of his/her employment with the Company and its Related Entities and/or his/her service as an officer of any of the Company Releasees, any agreement or compensation arrangement between Executive and any of the Company Releasees, to the maximum extent permitted by law. (b) Executive specifically and expressly releases any Claims arising out of or based on: in any way connected with Executive’s employment or any other relationship with or interest in the California Fair Employment Company or the termination thereof, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and Housing Actcauses of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this General Release Agreement (this “Agreement”) set forth below, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the National Labor Relations Act Family and the Equal Pay Medical Leave Act, as the same may be amended from time to time; the California Fair Employment and Housing Act, California Labor Code Section 132a, the California Family Rights Act, or any other federal, state or local law, regulation, ordinance, constitution or common law on fraud(collectively, misrepresentationthe “Claims”); provided, negligencehowever, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions that the foregoing release does not apply to any obligation of the California Labor CodeCompany to Executive pursuant to any of the following: (1) Section 5(g), 6(b), 10(b) or 10(c), as applicable (and including any related provisions referred to in the applicable section), of the Employment Agreement; (2) any equity-based awards previously granted by the Company to Executive, to the extent these that such awards continue after the termination of Executive’s employment with the Company in accordance with the applicable terms of such awards; (3) any right to indemnification that Executive may have pursuant to the Company’s bylaws, its corporate charter or under any written indemnification agreement with the Company (or any corresponding provision of any subsidiary or affiliate of the Company) with respect to any loss, damages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that Executive may in the future incur with respect to his service as an employee, officer or director of the Company or any of its subsidiaries or affiliates; (4) with respect to any rights that Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or affiliate) directors and officers liability insurance policy; (5) any rights to continued medical and dental coverage that Executive may have under COBRA; (6) any rights to payment of benefits that Executive may have under a retirement plan sponsored or maintained by the Company that is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended; or (7) any deferred compensation or supplemental retirement benefits that Executive may be entitled to under a nonqualified deferred compensation or supplemental retirement plan of the Company. In addition, this release does not cover any Claim that cannot be so released herein as a matter of applicable law; . Notwithstanding anything to the contrary herein, nothing in this Agreement prohibits Executive from filing a charge with or participating in an investigation conducted by any state or federal government agencies. Executive does waive, however, the right to receive any monetary or other recovery, should any agency or any other state or federal law, rule, or regulation dealing with person pursue any claims on Executive’s behalf arising out of any claim released pursuant to this Agreement. Executive acknowledges and agrees that he has received any and all leave and other benefits that he has been and is entitled to pursuant to the employment relationship, except those claims which may not be released herein as a matter Family and Medical Leave Act of law1993. (c) Nothing contained in this Section 9 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”).

Appears in 1 contract

Samples: Employment Agreement (Lionsgate Studios Corp.)

Release by Executive. (a) Except for any obligations or covenants For and in consideration of the Company pursuant to this Agreement and as otherwise expressly entering the Agreement, including without limitation the Separation Benefit, which is being provided in exchange for Executive's execution of this AgreementRelease and would not be provided absent Executive's execution of this Release, Executive, for himself/herself himself and his/her his heirs, executors, administrators, assigns, successors and agents (collectively, the “Executive’s 's Affiliates”) hereby fully and without limitation releases and forever discharges the Company and its Related Entities, all other members of the Patheon Group and each of their respective agents, representatives, stockholdersshareholders, owners, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns (collectively, the “Company Patheon Releasees”), both individually and collectively, from any and all waivable rights, claims, demands, liabilities, actions, causes of action, damages, losses, costs, expenses and compensation, of whatever nature whatsoever, known or unknown, fixed or contingent, which that Executive or any of Executive’s 's Affiliates has or may have or may claim to have against any of the Company Patheon Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date date Executive signs this Release (“Claims”), arising out of, based upon, or relating to his/her his employment or the termination of his/her his employment with the Company and its Related Entities and/or his/her his service as an officer of any of the Company Patheon Releasees, and/or his service as an independent contractor under the terms of the Agreement, and/or any agreement or compensation arrangement between Executive and any of the Company Patheon Releasees, to the maximum extent permitted by law. . “Patheon Group” means Patheon Inc. and any entity that controls, is controlled by or is under common control with Patheon Inc. For purposes of this definition only, “control” means (a) to possess, directly or indirectly, the power to direct the management or policies of a Person, whether through ownership of voting securities or by contract relating to voting rights or corporate governance, or (b) Executive specifically and expressly releases any Claims arising out of to own, directly or based on: the California Fair Employment and Housing Actindirectly, Title VII more than fifty percent (50%) of the Civil Rights Act of 1964, the Americans with Disabilities Act, the National Labor Relations Act and the Equal Pay Act, as the same may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress outstanding voting securities or other tortownership interest of such Person. “Person” means an individual, breach of contract sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint stock company, trust, incorporated association, joint venture or covenant, violation of public policy similar entity or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of law. (c) Nothing contained in this Section 9 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreementsorganization, including the Employment Agreement; a government or any other applicable sourcepolitical subdivision, nor prevent Executive from cooperating in an investigation department or agency of the Company by the Equal Employment Opportunity Commission (“EEOC”)a government.

Appears in 1 contract

Samples: Severance Agreement (Patheon Inc)

Release by Executive. (a) Except for any obligations or covenants of the Company with respect to Executive's rights pursuant to this Agreement and as otherwise his rights to any vested benefit in any qualified retirement plans and in or to any other benefit plans, all of which are hereby expressly provided in this Agreementreserved, ExecutiveExecutive for himself and his representatives, for himself/herself and his/her agents, heirs, executorssuccessors, administratorsand assigns, assignsand their heirs, successors and agents (collectively, the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company and its Related Entitiesassigns, and each of their respective agentsthem (hereinafter "RELEASORS") waives, releases, relinquishes, and discharges ROI, its directors, officers, employees, representatives, stockholdersand agents and its and their heirs, ownerssuccessors, officersand assigns, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns each of them (collectively, the “Company Releasees”), both individually and collectively, hereinafter "RELEASEES") from any and all waivable claims, liabilities, suits, damages, actions, or manner of actions, whether in contract, tort, or otherwise, which the Releasors or any of them ever had, now have, or hereafter may have against the Releasees, or any of them, whether the same be in administrative proceedings, in arbitration, at law, in equity, or mixed, arising from or relating to any act or omission prior to the Termination Date relating to Executive's employment by ROI or the termination of the Employment Agreement. Executive further agrees, warrants, and represents that he will not hereafter file any claim or action against Releasees or any of them before any state, federal, or local agency or in any federal or state court concerning any matter based upon, arising from or relating to his employment pursuant to the Employment Agreement or the termination of the Employment Agreement, except this Agreement does not constitute a waiver of Executive's pre-petition claim against debtor ROI for unpaid compensation due Executive in the amount of $3,488.46. Notwithstanding the foregoing, in the event that any claim(s) is asserted against Releasors, or any of them, by a person or entity which is not a party to this Agreement, Releasors, and each of them, hereby specifically reserve and retain any and all rights, claims, demandsand defenses which they, or any of them, now have, have had, or would otherwise have against Releasees, or any of them, arising out of the act(s) or omission(s) which is the subject matter of each claim(s) against Releasors, or any of them. It is further understood and agreed that this general release applies to any and all claims, liabilities, actions, causes of actionsuits, damages, losses, costs, expenses and compensation, actions or manner of whatever nature whatsoever, known or unknown, fixed or contingent, which Executive or any of actions relating to Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time 's employment with ROI pursuant to the Effective Date (“Claims”), arising out of, based upon, or relating to his/her employment or Employment Agreement and the termination of his/her that agreement which may arise pursuant to any federal, state or local employment with the Company and its Related Entities and/or his/her service as an officer of any of the Company Releaseeslaw, any agreement regulation or compensation arrangement between Executive and any of the Company Releaseesother requirement including, to the maximum extent permitted by law. (b) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Actbut not limited to, Title VII of the 1964 Civil Rights Act of 1964Act, the Americans with With Disabilities Act, the National Labor Relations Age Discrimination in Employment Act and the Equal Pay Act, (all as the same may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour lawsamended), and other provisions any claim in tort or contract. Executive agrees, warrants and represents that he will not hereafter file any claim or action against Releasees or any of the California Labor Codethem before any state, federal or local agency or in any federal or state court concerning any matter based upon, arising from or relating to his employment pursuant to the extent these may be released herein as a matter Employment Agreement or the termination of law; or any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of law. (c) Nothing contained in this Section 9 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”).

Appears in 1 contract

Samples: Termination Agreement (Response Oncology Inc)

Release by Executive. (a) Except for any obligations or covenants Executive on behalf of the Company pursuant to this Agreement himself and as otherwise expressly provided in this Agreement, Executive, for himself/herself and his/her his heirs, executorsrepresentatives, administratorsagents, and assigns, successors and agents (collectivelyeach of them, the “Executive’s Affiliates”) hereby fully and without limitation finally waives, releases and forever discharges the Company Employer, JELD-WEN Holding, inc. (“JWHI”) and its Related Entities, any and each all of their respective agentsparents, representativessubsidiaries, stockholdersand affiliates, ownerspast and present, as well as any and all of its and their past, present and future officers, directors, stockholders, members, employees, consultantsagents, attorneys, auditors, accountants, investigators, affiliatesrepresentatives, successors and assigns (collectively, the collectively Company ReleaseesParties Released By Executive”), both individually from and collectively, from against any and all waivable rights, claims, demands, liabilities, actions, causes of action, damagesliability, losses, costs, expenses and compensation, damage or loss of whatever nature any kind whatsoever, whether presently known or unknown, fixed suspected or contingent, which Executive or any of Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoeverunsuspected, from the beginning of time up to and including the Effective Date of this Release (“Claims”as defined herein), that the Executive ever had, now has or may have against the Employer or any of the other Parties Released By Executive arising out offrom or related in any way to the Agreement, based uponthe Executive’s employment with the Employer, or relating to his/her employment or and/or the termination of his/her the Executive’s employment with the Company Employer, equity securities and options to acquire equity securities of JWHI and any shareholders or other agreement related thereto, including without limitation, any claims or causes of action based on any federal, state or local constitutional provision, statute, law, rule or regulation, the law of contract and tort, and any claims for recovery of any costs or attorney’s fees; provided, however, that notwithstanding any other provision herein, the foregoing release by the Executive does not apply or extend to any rights of the Executive, or obligations of the Employer or any of its Related Entities and/or his/her service as an officer of parents, owners, affiliates, predecessors, successors or assigns, under or pursuant to any of the Company Releaseesfollowing: (1) any right to indemnification and/or payment of related expenses that the Executive may have pursuant to the Employer’s Bylaws or Articles of Incorporation, under any written indemnification or other agreement with the Employer, and/or under applicable law; (2) any rights that the Executive may have to insurance coverage under any directors and officers liability insurance or compensation arrangement between Executive and any other insurance policies of the Company Releasees, to the maximum extent permitted by law. Employer; (b3) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the National Labor Relations Act and the Equal Pay Act, as the same may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may claims that cannot be released herein as a matter of applicable law; (4) any claims for breach of the Agreement; and (5) claims for benefits or performance pursuant to the terms of any Employee Stock Ownership Plan, pension, retirement, stock incentive or other employee benefit plans or any shareholders or other state or federal law, ruleagreement relating to, or regulation dealing with the employment relationshipoption to acquire, except those claims which may not be released herein as a matter equity securities of lawJWHI. (c) Nothing contained in this Section 9 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”).

Appears in 1 contract

Samples: Management Employment Agreement (JELD-WEN Holding, Inc.)

Release by Executive. (a) Except for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement, a. Executive, for himself/herself himself and his/her heirshis dependents, executors, administratorssuccessors, assigns, successors heirs, executors and agents administrators (collectivelyand his and their legal representatives of every kind), the “Executive’s Affiliates”) hereby fully and without limitation releases releases, dismisses, and forever discharges the Company, its current and former affiliates and stockholders, and current and former directors, officers, employees, and agents from, and agrees to indemnify the Company and its Related Entities, and each of their respective agentsthem against, representatives, stockholders, owners, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns (collectively, the “Company Releasees”), both individually and collectively, from any and all waivable rightsarbitrations, claimsclaims (including claims for attorney’s fees), demands, liabilitiesdamages, actionssuits, proceedings, actions and/or causes of actionaction of any kind and every description, damages, losses, costs, expenses and compensation, of whatever nature whatsoever, whether known or unknown, fixed or contingent, which Executive or any of Executive’s Affiliates now has or may have had for, upon, or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time cause whatsoever (except that this release shall not apply to the Effective Date obligations of the Company arising under this Agreement), against the Company (“Claims”), arising out of, based upon, or relating to his/her employment or the termination of his/her employment with the Company and its Related Entities and/or his/her service as an officer of any of the Company Releasees, any agreement or compensation arrangement between Executive and any of the Company Releasees, to the maximum extent permitted by law.including but not limited to: (bi) Executive specifically any and expressly releases any Claims all Claims, directly or indirectly, arising out of or based onrelating to: (A) Executive’s employment with the California Fair Company; and (B) Executive’s separation from employment as the Company’s Executive Vice President and Chief Operating Officer and any other position described in Section 1 of this Agreement; (ii) any and all claims of discrimination, including but not limited to claims of discrimination on the basis of sex, race, age, national origin, marital status, religion, sexual orientation, veteran status or disability arising under any federal, state, or local statute, ordinance, order or law, including, specifically, but without limiting the generality of the foregoing, any claims under the Age Discrimination in Employment and Housing Act, as amended (the “ADEA”), Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities ActAct of 1990, the National Labor Relations Family and Medical Leave Act of 1993, and the Equal Pay Act, as the same may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction Ohio Revised Code Chapter 4112; (iii) any and all claims of emotional distress wrongful or other tort, unjust discharge or breach of any contract or covenantpromise, violation express or implied; (iv) any and all claims under or relating to any and all employee compensation, employee benefit, employee severance or employee incentive bonus plans and arrangements; provided that he shall remain entitled to the amounts and benefits specified in Section 3 above; and (v) any and all claims under any employment or severance agreement, including any agreement that may provide for benefits upon a change in control. b. Executive understands and acknowledges that the consideration provided under this Agreement is made for the purpose of public policy settling and extinguishing all claims and rights (and every other similar or wrongful termination; state dissimilar matter) that Executive ever had or federal wage and hour laws, and other provisions of now may have or ever will have against the California Labor Code, Company to the extent these provided in this Section 7. c. Executive further understands and acknowledges that: (i) The release provided for in this Section 7 including claims under the ADEA to and including the date of this Agreement, is in exchange for the additional consideration provided for in this Agreement, to which consideration he was not heretofore entitled; (ii) He has been advised by the Company to consult with legal counsel prior to executing this Agreement and the release provided for in this Section 7, has had an opportunity to consult with and to be advised by legal counsel of his choice, fully understands the terms of this Agreement, and enters into this Agreement freely, voluntarily and intending to be bound; (iii) He has been given a period of twenty one (21) days to review and consider the terms of this Agreement and the release contained herein, and that he may use as much of the twenty one day period as he desires; and (iv) He may, within seven (7) days after execution, revoke this Agreement. Revocation shall be released herein made by delivering a written notice of revocation to Sheixx Xxxx, XX, Chief Human Resources Officer at Diebold Incorporated, 5995 Xxxxxxx Xx. X. Xxxxxx, XX 00000-0000. Xxr such revocation to be effective, written notice must be actually received by her at the Company no later than the close of business on the seventh day after Executive executes this Agreement. If Executive does exercise his right to revoke this Agreement, all of the terms and conditions of the Agreement shall be of no force and effect and the Company shall have no obligation to satisfy the terms or make any payment to Executive as set forth in Section 3 of this Agreement. d. For purposes of the above provisions of this Section 7, the “Company” shall include its predecessors, subsidiaries, divisions, related or affiliated companies, officers, directors, stockholders, members, employees, heirs, successors, assigns, representatives, agents and counsel. e. Notwithstanding the release of claims otherwise provided for in Section 7(a) above, Employee expressly understands that nothing in this Agreement will prevent Employee from (a) filing a charge or complaint with any federal, state or local agency charged with the enforcement of (i) any employment laws including the EEOC or (ii) any other laws (b) participating as a matter witness (or in any other capacity) in such a charge or complaint or (c) cooperating with any such agency. For the purposes of law; filing such a charge, participating in such a charge or cooperating with any such agency in its investigation, Employee shall not be in breach of the confidentiality provision contained in this Agreement or any other provision contained in this Agreement. Executive understands that by signing this Agreement he is waiving the right to recover any damages or to receive other monetary relief or reinstatement to employment with the Company in any claim or suit brought by or through the EEOC or any other state or federal lawlocal deferral agency on his behalf. f. Executive agrees that he waives any claim that he might have to reemployment with the Company, ruleand agrees not to seek future employment with the Company. Executive agrees that the Company has no obligation to employ, hire, or regulation dealing with rehire him, or to consider him for hire, and that this right of the employment relationship, except those claims which may not be released herein as a matter of lawCompany is purely contractual and is in no way discriminatory or retaliatory. (c) Nothing contained in g. Notwithstanding the above, the release under this Section 9 7 shall exclude any and all rights to vested benefits under any of the Retirement Plans and the Diebold Incorporated Retirement Plan for Salaried Employees, and shall also exclude any breach or any other provision violation of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”).

Appears in 1 contract

Samples: Separation Agreement (Diebold Inc)

Release by Executive. (a) Except Executive knowingly and voluntarily (for any obligations or covenants of the Company pursuant to this Agreement Executive and as otherwise expressly provided in this Agreement, Executive, for himself/herself and his/her ’s heirs, executors, administrators, administrators and assigns, successors and agents (collectively, the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company and its Related Entitiesrespective parents, subsidiaries and affiliates, and each of their respective agentspresent, representativesformer and future direct or indirect owners, stockholdersmanagers, ownersdirectors, officers, directors, employees, consultants, attorneys, auditorsagents, accountantsshareholders and representatives, investigatorsand each of any of the preceding persons’ predecessors, affiliatessuccessors, successors and assigns (collectively, the “Company ReleaseesReleased Parties), both individually and collectively, ) from any and all waivable rights, claims, demandssuits, liabilitiescontroversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, lossesliquidated damages, costspunitive or exemplary damages, expenses other damages, claims for costs and compensationattorneys’ fees, or liabilities of whatever any nature whatsoeverwhatsoever in law and in equity, both past and present and whether known or unknown, fixed suspected, unsuspected or contingentclaimed (collectively, “Claims”) against the Released Parties which Executive or any of Executive’s Affiliates has heirs, executors, administrators or assigns, may have or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to through the Effective Date date upon which Executive executes this Agreement, including any such Claims: (“Claims”), i) arising out of, based uponor relating to, Executive’s employment with any Released Parties through the date upon which Executive executes (as applicable) this Agreement; (ii) arising out of, or relating to his/her employment to, any agreement with any Released Parties, including, but not limited to, any other awards, policies, plans, programs participate, including, but not limited to, any rights under bonus plans or programs of Released Parties or any other short-term or long-term equity-based or cash-based incentive plans or programs of the Released Parties; (iii) arising out of, or relating to, Executive’s termination of his/her employment with from any of the Company and its Related Entities and/or his/her service Released Parties; or (iv) arising out of, or relating to, Executive’s status as an officer employee, option holder, or equity holder of any of the Company ReleaseesReleased Parties, including, but not limited to, any agreement allegation, claim or compensation arrangement between Executive and any of the Company Releaseesviolation, to the maximum extent permitted by law. (b) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act, under Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act, ; the National Labor Relations Employee Retirement Income Security Act and of 1974 (with respect to unvested benefits); any applicable Executive Order Programs; the Equal Pay Act, as amended; Section 1981 of U.S.C. Title 42; Age Discrimination in Employment Act, as amended (including the same may be amended from time to timeOlder Workers Benefit Protection Act); the California Xxxxxxxx-Xxxxx Act of 2002, as amended, or their federal, state or local counterparts; the Genetic Information Nondiscrimination Act; the Fair Credit Reporting Act; the Uniformed Services Employment and Reemployment Rights Act; the National Labor Relations Act, the Immigration Reform and Control Act; the Xxxx Xxxxxxxxx Fair Pay Act; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law on fraudlaw; or arising under any policies, misrepresentationpractices or procedures of the Released Parties; or any Claim for wrongful discharge, negligence, defamationbreach of contract, infliction of emotional distress or other tortdistress, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of lawdefamation; or any other state or federal lawClaim for costs, rulefees, or regulation dealing with other expenses, including attorneys’ fees incurred in these matters. This is a general release that is intended to apply to all claims Executive may have against the employment relationshipReleased Parties up to the date Executive executes this Agreement, except those claims which may that cannot be released herein as a matter of lawwaived pursuant to applicable laws. (c) Nothing contained in this Section 9 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”).

Appears in 1 contract

Samples: Transition and Separation Agreement (Axogen, Inc.)

Release by Executive. (a) Except for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement, Executive, for himself/herself and his/her heirs, executors, administrators, assigns, successors and agents (collectively, the “Executive’s Affiliates”) Executive hereby fully and without limitation forever releases and forever discharges the Company and its Related Entitiesparents, affiliates and each of their respective agentssubsidiaries, representativesincluding all predecessors and successors, stockholders, ownersassigns, officers, directors, trustees, employees, consultants, agents and attorneys, auditorspast and present (each, accountants, investigators, affiliates, successors and assigns (collectively, the “Company Releasees”an "Affiliate"), both individually and collectively, from any and all waivable rights, claims, demands, liabilitiesliens, agreements, contracts, covenants, actions, suits, causes of action, damagesobligations, lossescontroversies, debts, costs, expenses expenses, damages, judgments, orders and compensationliabilities, of whatever nature whatsoeverkind or nature, direct or indirect, in law, equity or otherwise, whether known or unknown, fixed or contingent, which Executive or any arising out of Executive’s Affiliates has or may have or may claim to have against his employment by the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date (“Claims”), arising out of, based upon, or relating to his/her employment or the termination of his/her employment with the Company and its Related Entities and/or his/her service as an officer of any of the Company Releaseesthereof, including, but not limited to, any agreement claims for relief or compensation arrangement between Executive causes of action under the Age Discrimination in Employment Act, 29 U.S.C. ss. 621 et seq., or any other federal, state or local statute, ordinance or regulation regarding discrimination in employment and any of the Company Releaseesclaims, to the maximum extent permitted by law. (b) Executive specifically and expressly releases any Claims arising out of demands or actions based on: the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the National Labor Relations Act and the Equal Pay Act, as the same may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress upon alleged wrongful or other tort, retaliatory discharge or breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of law; or under any other state or federal law. Executive expressly represents that he has not filed a lawsuit or initiated any other administrative proceeding against the Company or any Affiliate, ruleand that he has not assigned any claim against the Company or any Affiliate to any other person or entity. The foregoing will not be deemed to release the Company from claims solely to enforce this Agreement or Executive's rights under any employee benefit plan or program of the Company in which Executive participated and under which he is due a benefit. In addition, the Company confirms that, following the Retirement Date, Executive will continue to have the same rights to indemnification for acts performed as an employee, officer or director of the Company, or regulation dealing with of any of its subsidiaries or affiliates, as he had immediately prior to the employment relationshipRetirement Date. Therefore, except those claims which may this Section 4 will also not be released herein as a matter of law. (c) Nothing contained in this Section 9 or deemed to release any other provision of this Agreement shall release or waive claim solely for indemnification under the Company's By-Laws, under any right that Executive has to indemnification and/or reimbursement of expenses by agreement between the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802or under any similar arrangement. Finally, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor this Section 4 will not prevent Executive from cooperating filing a charge with the Equal Employment Opportunity Commission (or similar state agency) or participating in an any investigation of the Company conducted by the Equal Employment Opportunity Commission (“EEOC”or similar state agency); provided, however, that any claims by Executive for personal relief in connection with such a charge or investigation (such as reinstatement or monetary damages) would be barred.

Appears in 1 contract

Samples: Retirement Agreement (Systems & Computer Technology Corp)

Release by Executive. (a) Except for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreementherein, Executive, for on behalf of himself/herself and his/her , his heirs, executors, administrators, assigns, successors and agents assigns (collectively, collectively referred to as the “Executive’s AffiliatesExecutive Parties) ), hereby fully and without limitation releases and forever discharges the Company Company, its affiliates, subsidiaries, parent, each of their successors and its Related Entitiesassigns, and each of their respective agents, representatives, stockholders, owners, officers, directors, employees, consultantsstockholders, attorneysagents, auditorsaccountants and attorneys (collectively referred to as the “Company Released Parties”), accountantsfrom any and all actions or causes of action, investigatorssuits, affiliatesdebts, successors dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, obligations, liabilities, claims, and assigns demands whatsoever, in law, admiralty or equity (collectively, the “Company Releasees”), both individually and collectively, from any and all waivable rights, claims, demands, liabilities, actions, causes of action, damages, losses, costs, expenses and compensation, of whatever nature whatsoever, known or unknown, fixed or contingent, which Executive or any of Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date (“Claims”), arising out ofwhich the Executive Parties ever had, now have or hereafter, can, shall or may have based upon, or relating to his/her upon Executive’s employment or by the Company and the termination of his/her employment with the Company that employment, including (i) any and its Related Entities and/or his/her service as an officer all Claims of any wrongful discharge or other tort, and all rights under federal, state or local law, including those that prohibit race, sex, age, religion, national origin, handicap, disability or other forms of the Company Releaseesdiscrimination, any agreement or compensation arrangement between Executive and any of the Company Releasees, to the maximum extent permitted by law. (b) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Actincluding but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, any state or local human rights laws, and all Claims under the Workers’ Compensation laws, the Equal Pay Act, the National Labor Relations Act, as amended, the Americans with Disabilities Act, the National Labor Relations Act and the Equal Pay Federal Rehabilitation Act, the Employee Retirement Income Security Act of 1974, as amended, the same may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage Family and hour lawsMedical Leave Act, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of law; or (ii) any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of law. (c) Nothing contained in this Section 9 or and all Claims arising under any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreementscontract, including the Employment Agreement; , any side letter, offer letter, policy, practice, program or any plan, including Claims for severance pay, incentive compensation, change in control payments, bonus, or other applicable sourcecompensation or benefits, nor prevent Executive from cooperating but excluding, in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”)each case, Claims arising under this Agreement.

Appears in 1 contract

Samples: General Release and Separation Agreement (G8wave Holdings, Inc.)

Release by Executive. (a) Except for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement, Executive, Executive will forever release for himself/herself , his marital community, and his/her heirshis respective heirs and/or assigns (the "Executive Parties"), executors, administrators, assigns, successors and agents (collectively, the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company and any and all of its Related Entitiesparents, and each of their respective subsidiaries, directors, officers, employees, equity holders, agents, representatives, stockholders, owners, officers, directors, employees, consultants, attorneys, auditorsinsurers, accountantspredecessors, investigatorssuccessors, affiliates, successors and assigns (collectively, the "Company Releasees”Parties"), both individually and collectivelyfrom ANY AND ALL RIGHTS, from any and all waivable rightsCLAIMS, claimsDEMANDS, demandsCAUSES OF ACTION, liabilitiesOBLIGATIONS, actionsDAMAGES, causes of actionPENALTIES, damagesFEES, lossesCOSTS, costsEXPENSES, expenses and compensationAND LIABILITIES, of whatever nature whatsoeverOF ANY NATURE WHATSOEVER, known or unknownWIDCH HE HAS, fixed or contingentHAD, which OR MAY HAVE AGAINST THE COMPANY OR ANY OR ALL OF THE COMPANY PARTIES IN CONNECTION WITH ANY CAUSE OR MATTER WHATSOEVER, WHETHER KNOWN OR UNKNOWN TO THE PARTIES AT THE DATE OF THIS AGREEMENT AND INCLUDING, WITHOUT LIMITATION, ALL MATTERS RELATED TO EXECUTIVE'S EMPLOYMENT AGREEMENT AND HIS EMPLOYMENT WITH THE COMPANY AND THE TERMINATION OF HIS EMPLOYMENT. By signing this Agreement, Executive or any of Executive’s Affiliates has or may have or may claim agrees to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date (“Claims”), FULLY WAIVE AND RELEASE ALL CLAIMS arising out of, based upon, or relating to his/her employment or the termination of his/her to, his employment with the Company and its Related Entities and/or his/her service Company, his termination from employment with the Company, or his resignation of any position as an officer of any of the Company ReleaseesCompany, WITH RESPECT TO, any agreement claim or compensation arrangement between Executive and any other proceeding arising under: ● The Civil Rights Act of the Company Releasees, to the maximum extent permitted by law. 1866 (b) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act, "Section 1981"); ● Title VII of the Civil Rights Act of 1964, 1964 as amended by the Civil Rights Act of 1991 ("Title VII"); ● The Americans with Disabilities Act, the Act ("ADA"); The Age Discrimination in Employment Act ("ADEA''); ● The Labor Management Relations Act ("LMRA"); ● The National Labor Relations Act ("NLRA"); ● The Fair Labor Standards Act ("FLSA"); ● The Family and the Equal Pay Medical Leave Act of 1993 ("FMLA"); ● The California Civil Rights Act, as the same may be amended from time to time; the ● The California Employment Protection Act; ● Any common law on fraudor statutory cause of action arising out of Executive's employment or termination of employment with the Company; and/or ● Any common law or statutory cause of action arising out of Executive's resignation of any position as an officer of the Company. This Agreement completely bars any action or suit before any court, misrepresentationarbitral, negligenceor administrative body with respect to any claim under federal, defamationstate, infliction of emotional distress local, or other tortlaw relating to this Agreement or to Executive's employment and/or termination of employment with the Company or its predecessors, breach subsidiaries, successors, or assigns. The foregoing release shall NOT operate to release, waive, or otherwise impair (i) any right to indemnification by the Company that Executive may have pursuant to the Company's current Certificate of contract Incorporation or covenantBylaws or as otherwise provided by applicable law; (ii) any right to coverage or protection under any Directors & Officers Liability Insurance Policy maintained by the Company relating to the period of Executive's employment; (iii) any claims, violation of public policy rights, or wrongful termination; state or federal wage and hour laws, and other provisions remedies arising from the obligations of the California Labor CodeCompany under this Agreement; (iv) any claims, to the extent these may be released herein as a matter of law; or any other state or federal law, rulerights, or regulation dealing with the employment relationship, except those claims remedies that Executive may have and which may not be released herein as a matter of law. or waived under applicable law or (cv) Nothing contained in this Section 9 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided participate in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission ("EEOC”)") or other federal, state, or local agency investigation, hearing, or proceeding or to file a charge before the EEOC, but Executive waives any right to recover any sum from the Company in connection with any such charge, investigation, hearing, or proceeding.

Appears in 1 contract

Samples: Separation Agreement (Westmountain Gold, Inc.)

Release by Executive. (a) Except for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement, Executive, for himself/herself himself and his/her his heirs, executors, administrators, assigns, successors and agents (collectively, the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company and its Related Entities, and each of their respective agents, representatives, stockholders, owners, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns (collectively, the “Company Releasees”), both individually and collectively, from any and all waivable rights, claims, demands, liabilities, actions, causes of action, damages, losses, costs, expenses and compensation, of whatever nature whatsoever, known or unknown, fixed or contingent, which Executive or any of Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date (“Claims”), including, without limiting the generality of the foregoing, any Claims arising out of, based upon, or relating to his/her employment the recruitment, hiring, employment, relocation, remuneration, investigation, or the termination of his/her employment with Executive by any of the Company and its Related Entities Releasees, Executive’s tenure as an employee and/or his/her service as an officer of any of the Company Releasees, any agreement or compensation arrangement between Executive and any of the Company Releasees (including, without limitation, the Employment Agreement), or any act or occurrence in connection with any actual, existing, proposed, prospective or claimed ownership interest of any nature of Executive or Executive’s Affiliates in equity capital or rights in equity capital or other securities of any of the Company Releasees, to the maximum extent permitted by law. (b) . Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act, as amended; Title VII of the Civil Rights Act of 1964, as amended; the Americans with With Disabilities Act, ; the Xxxxxxxx-Xxxxx Act of 2002; the National Labor Relations Act and Act, as amended; the Equal Pay Act, as ; the same may be amended from time to timeEmployee Retirement Income Security Act; the California Unfair Competition Act; any provision of the California Labor Code; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as relationship or operating a matter of law. (c) publicly held business. Nothing contained in this Section 9 14 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section Section 2802, the Company’s Company and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, or any indemnification agreements, including the Employment Agreement; or any other applicable source, claims for vested retirement benefits; nor does it prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”).

Appears in 1 contract

Samples: Separation Agreement (Commerce Energy Group, Inc.)

Release by Executive. (a) Except for any obligations or covenants of the Company with respect to Executive's rights pursuant to this Agreement and as otherwise his rights to any vested benefit in any qualified retirement plans and in or to any other benefit plans, all of which are hereby expressly provided in this Agreementreserved, ExecutiveExecutive for himself and his representatives, for himself/herself and his/her agents, heirs, executorssuccessors, administratorsand assigns, assignsand their heirs, successors and agents (collectively, the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company and its Related Entitiesassigns, and each of their respective agentsthem (hereinafter "Releasors") waives, releases, relinquishes, and discharges ROI, its directors, officers, employees, representatives, stockholdersand agents and its and their heirs, ownerssuccessors, officersand assigns, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns each of them (collectively, the “Company hereinafter "Releasees”), both individually and collectively, ") from any and all waivable claims, liabilities, suits, damages, actions, or manner of actions, whether in contract, tort, or otherwise, which the Releasors or any of them ever had, now have, or hereafter may have against the Releasees, or any of them, whether the same be in administrative proceedings, in arbitration, at law, in equity, or mixed, arising from or relating to any act or omission prior to the Termination Date relating to Executive's employment by ROI or the termination of the Employment Agreement. Notwithstanding the foregoing, in the event that any claim(s) is asserted against Releasors, or any of them, by a person or entity which is not a party to this Agreement, Releasors, and each of them, hereby specifically reserve and retain any and all rights, claims, demandsand defenses which they, or any of them, now have, have had, or would otherwise have against Releasees, or any of them, arising out of the act(s) or omission(s) which is the subject matter of each claim(s) against Releasors, or any of them. It is further understood and agreed that this general release applies to any and all claims, liabilities, actions, causes of actionsuits, damages, losses, costs, expenses and compensation, actions or manner of whatever nature whatsoever, known or unknown, fixed or contingent, which Executive or any of actions relating to Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time 's employment with ROI pursuant to the Effective Date (“Claims”), arising out of, based upon, or relating to his/her employment or Employment Agreement and the termination of his/her that agreement which may arise pursuant to any federal, state or local employment with the Company and its Related Entities and/or his/her service as an officer of any of the Company Releaseeslaw, any agreement regulation or compensation arrangement between Executive and any of the Company Releaseesother requirement including, to the maximum extent permitted by law. (b) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Actbut not limited to, Title VII of the 1964 Civil Rights Act of 1964Act, the Americans with With Disabilities Act, the National Labor Relations Age Discrimination in Employment Act and the Equal Pay Act, (all as the same may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour lawsamended), and other provisions any claim in tort or contract. Executive agrees, warrants and represents that he will not hereafter file any claim or action against Releasees or any of the California Labor Codethem before any state, federal or local agency or in any federal or state court concerning any matter based upon, arising from or relating to his employment pursuant to the extent these may be released herein as a matter Employment Agreement or the termination of law; or any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of law. (c) Nothing contained in this Section 9 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”).

Appears in 1 contract

Samples: Termination Agreement (Response Oncology Inc)

Release by Executive. (a) Except for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement, a. Executive, for himself/herself himself and his/her heirshis dependents, executors, administratorssuccessors, assigns, successors heirs, executors and agents administrators (and his and their legal representatives of every kind), hereby releases, dismisses, and forever discharges the Company, its predecessors, successors, assigns, acquirers, parents, direct and indirect subsidiaries, affiliates, and all such entities' officers, directors, agents, representatives, partners, shareholders, insurers, attorneys, and employees (both current and former) (collectively, the “Executive’s Affiliates”"Company Released Parties") hereby fully from, and without limitation releases and forever discharges agrees to indemnify each of the Company and its Related EntitiesReleased Parties against, and each of their respective agents, representatives, stockholders, owners, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns (collectively, the “Company Releasees”), both individually and collectively, from any and all waivable rightsarbitrations, claimsclaims (including claims for attorney's fees), demands, liabilitiesdamages, actionssuits, proceedings, actions and/or causes of actionaction of any kind and every description, damages, losses, costs, expenses and compensation, of whatever nature whatsoever, whether known or unknown, fixed or contingent, which Executive or any of Executive’s Affiliates now has or may have had for, upon, or may claim to have against the Company Releasees by reason of any matter, cause, or thing cause whatsoever, from the beginning of time to the Effective Date (“Claims”), arising out of, based upon, or relating to his/her employment or the termination of his/her employment with the Company and its Related Entities and/or his/her service as an officer of any of the Company Releasees, any agreement or compensation arrangement between Executive and any of the Company Releasees, to the maximum extent permitted by law.including but not limited to: (bi) Executive specifically any and expressly releases any Claims all claims, directly or indirectly, arising out of or based onrelating to: (A) Executive's employment with the California Fair Company; and (B) Executive's separation from employment as the Company's Executive Vice President, Chief Financial Officer and any other position described in Section 1 of this Amendment; (ii) any and all claims of discrimination, including but not limited to claims of discrimination on the basis of sex, race, age, national origin, marital status, religion, sexual orientation, veteran status or disability arising under any federal, state, or local statute, ordinance, order or law, including, specifically, but without limiting the generality of the foregoing, any claims under the Age Discrimination in Employment and Housing Act, as amended (the "ADEA"), Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities ActAct of 1990, the National Labor Relations Family and Medical Leave Act of 1993, and the Equal Pay Act, as the same may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction Ohio Revised Code Chapter 4112; (iii) any and all claims of emotional distress wrongful or other tort, unjust discharge or breach of any contract or covenantpromise, violation of public policy express or wrongful terminationimplied; (iv) any and all claims under or relating to any and all employee compensation, employee benefit, equity plans, employee severance or employee incentive bonus plans and arrangements; state provided that he shall remain entitled to the amounts and benefits specified in Section 3 above; and (v) any and all claims under any employment or federal wage and hour lawsseverance agreement, and other provisions including any agreement that may provide for benefits upon a change in control. b. Limitations on scope of the California Labor Code, to release in Section 7(a): (i) The foregoing release does not waive rights or claims that may arise after the extent these may date this Amendment is executed or that cannot be released herein waived as a matter of law; . The foregoing release does not waive any rights to vested benefits under any of the Retirement Plans and the Diebold Incorporated Retirement Plan for Salaried Employees, does not waive any of Executive's rights under Section 10(b) and 22(b) of this Amendment, and does not waive any breach or any other state or federal law, rule, or regulation dealing with violation of this Amendment by the employment relationship, except those claims which may not be released herein as a matter of lawCompany. (cii) Nothing contained in this Section 9 or any other provision part of this Agreement shall release Amendment is intended to, or waive any shall, interfere with Executive's right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided file or otherwise participate in California Labor Code section 2802a charge, the Company’s and its Related Entities’ Certificates of Incorporationinvestigation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company proceeding conducted by the Equal Employment Opportunity Commission or other federal, state, or local government agency. Executive shall not, however, be entitled to any relief, recovery, or monies in connection with any such matter brought against any of the Company Released Parties, regardless of who filed or initiated any such charge, investigation, or proceeding. Executive agrees that Executive will neither seek nor accept, from any source whatsoever, any further benefit, payment, or other consideration relating to any rights or claims that have been released in this Amendment. The prohibitions against further recovery in this Section 7(b)(ii) shall not apply to any monetary award from a government-administered whistleblower award program for providing information directly to a government agency. c. Executive understands and acknowledges that the consideration provided under this Amendment is made for the purpose of settling and extinguishing all claims and rights (“EEOC”)and every other similar or dissimilar matter) that Executive ever had or now may have or ever will have against the Company Released Parties to the extent provided in this Section 7. d. Executive further understands and acknowledges that: (i) The release provided for in this Section 7 is in exchange for the additional consideration provided for in this Amendment, to which consideration he was not heretofore entitled; (ii) He has been advised by the Company to consult with legal counsel prior to executing this Amendment and the release provided for in this Section 7, has had an opportunity to consult with and to be advised by legal counsel of his choice, fully understands the terms of this Amendment, and enters into this Amendment freely, voluntarily and intending to be bound; (iii) He has been given a period of twenty-one (21) days to review and consider the terms of this Amendment and the release contained herein; and (iv) He may, within seven (7) days after execution, revoke this Amendment. Revocation shall be made by delivering a written notice of revocation to Xxxxxxxx Xxxxx, VP Global Labor & Employment, at Xxxxxxx Xxxxxxx, Incorporated, 00 Xxxxxxxxx Xxxxxxx, Xxxxxx, Xxxx 00000. For such revocation to be effective, written notice must be actually received by him at the Company no later than the close of business on the seventh (7th) day after Executive executes this Amendment. If Executive does exercise his right to revoke this Amendment: (A) all of the terms and conditions of the Agreement shall be of no force and effect; (B) the Company shall have no obligation to satisfy the terms or make any payment to Executive as set forth in Section 3 of this Amendment; and (C) the Company and Executive agree that the Xxxxxxxxxx Separation Agreement and this Amendment shall be deemed rejected pursuant to Section 365 of the Bankruptcy Code and Executive consents to, and will not object to, the entry of an order to that effect by the Bankruptcy Court, and in which case Executive shall have 30 days from the date of such deemed rejection to file a proof of claim in Company's Restructuring case, which proof of claim shall be timely. e. Executive agrees that he waives any claim that he might have to reemployment with the Company and agrees not to seek future employment with the Company. Executive agrees that the Company has no obligation to employ, hire, or rehire him, or to consider him for hire, and that this right of the Company is purely contractual and is in no way discriminatory or retaliatory.

Appears in 1 contract

Samples: Separation Agreement and Release (DIEBOLD NIXDORF, Inc)

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Release by Executive. (a) Except for any obligations or covenants For and in consideration of the Company pursuant to this severance payments and benefits described in the Employment Agreement and as otherwise expressly (the “Consideration”), which are being provided in exchange for your execution of this AgreementRelease and would not be provided absent your execution of this Release, Executive, for himself/herself himself and his/her his heirs, executors, administrators, assigns, successors and agents (collectively, the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company and its Related Entities, all other members of the Patheon Group and each of their respective agents, representatives, stockholdersshareholders, owners, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns (collectively, the “Company Patheon Releasees”), both individually and collectively, from any and all waivable rights, claims, demands, liabilities, actions, causes of action, damages, losses, costs, expenses and compensation, of whatever nature whatsoever, known or unknown, fixed or contingent, which Executive or any of Executive’s Affiliates has or may have or may claim to have against any of the Company Patheon Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date date Executive signs this Release (“Claims”), arising out of, based upon, or relating to his/her his employment or the termination of his/her his employment with the Company and its Related Entities and/or his/her his service as an officer of any of the Company Patheon Releasees, and/or any agreement or compensation arrangement between Executive and any of the Company Patheon Releasees, to the maximum extent permitted by law. (b) The Claims released by Executive specifically and expressly releases include, but are not limited to, any Claims arising out of or based on: the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the National Labor Relations Act and Act, the Equal Pay Act, the Age Discrimination in Employment Act (“ADEA”), the Civil Rights Act of 1991, the Family Medical Leave Act, Sections 1981 through 1988 of Title 42 of the United States Code, the Employee Retirement Income Security Act of 1974 (“ERISA”) (except for any vested benefits under any tax qualified benefit plan), the Immigration Reform and Control Act, the Worker Adjustment and Retraining Notification Act, the Occupational Safety and Health Act, the Fair Credit Reporting Act, and the Saxxxxxx- Xxxxx Xct of 2002 (in each case as the same may be amended from time to time); the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, common law, breach of contract (whether express or implied, written or oral) or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of law. The released Claims also include any Claims by Executive for compensation, wages, back pay, reinstatement or reemployment, bonuses, or benefits of any kind or any nature arising out of, based upon, or relating to his employment or the termination of his employment with the Company and/or his service as an officer of any of the Patheon Releasees, and/or any agreement or compensation arrangement between Executive and any of the Patheon Releasees. (c) Nothing contained in this Section 9 1 or any other provision of this Agreement Release shall release or waive any right that Executive has to (i) the Consideration, which shall be deemed to include the Initial Grant (as defined in the Employment Agreement) and any other equity awards Executive has received from the Company, (ii) any employee benefit Executive is entitled to receive from the Company pursuant to any Company employee benefit plan or program, including any health claim or (iii) indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802by law, the Company’s and its Related Entities’ or any member of the Patheon Group’s Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, or any indemnification agreements, including the Employment Agreement; . Further, nothing contained in this Release shall restrict or inhibit any other applicable source, nor prevent communications by Executive from cooperating in an investigation of the Company by with the Equal Employment Opportunity Commission (“EEOC”)) or any other government or law enforcement agency.

Appears in 1 contract

Samples: Employment Agreement (Patheon Holdings Cooperatief U.A.)

Release by Executive. (a) Except for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement, Executive, for himself/herself on his own behalf and his/her on behalf of his heirs, executors, administrators, assigns, successors and agents (collectivelyassigns, the “Executive’s Affiliates”) hereby fully irrevocably and without limitation unconditionally releases and forever discharges the Company and its Related Entitiescurrent and former subsidiaries and other affiliates, and their current and former agents, employees, representatives, officers, directors, stockholders, trustees and attorneys (in both their official and personal capacities), and each of their respective agentspredecessors, representativessuccessors, stockholdersassigns and/or heirs (all of which are hereafter collectively referred to as the “Released Parties”) from any and all debts, ownersliabilities, officersclaims, directorsdemands, employeesactions or causes of action, consultantssuits, attorneysjudgments or controversies of any kind whatsoever (except as set forth below) arising from Executive’s relationship (including without limitation as a stockholder) to, auditorsemployment with or service as an employee, accountantsofficer, investigatorsdirector, affiliates, successors or manager of the Company or its subsidiaries and assigns affiliates (collectively, the “Company ReleaseesClaims), both individually and collectively, from any and all waivable rights, claims, demands, liabilities, actions, causes of action, damages, losses, costs, expenses and compensation, of whatever nature whatsoever, known or unknown, fixed or contingent, which Executive or any of Executive’s Affiliates has or may have or may claim to have ) against the Company Releasees by reason Released Parties, that now exist or that may arise in the future out of any matter, cause, transaction or thing whatsoever, from the beginning of time event occurring prior to the Effective Date (“Claims”), arising out of, based upon, or relating to his/her employment or on the termination of his/her employment with the Company and its Related Entities and/or his/her service as an officer of any of the Company Releaseesdate, including without limitation, any agreement or compensation arrangement between Executive and any claims of the Company Releasees, to the maximum extent permitted by law. (b) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the National Labor Relations Act and the Equal Pay Act, as the same may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenantfor severance or other termination pay, violation or claims of public policy harassment or wrongful termination; discrimination (for example, on the basis of age, sex, race, handicap, disability, religion, color or national origin) under any federal, state or local law, rule or regulation, including, but not limited to, the Age Discrimination in Employment Act of 1967, 29 U.S.C. §621, et seq. Except as set forth below, Executive further agrees not to file or bring any claim, suit, civil action, complaint, arbitration or administrative action (any of the foregoing, an “Action”) in any city, state or federal wage court or agency or arbitration tribunal with respect to any Claim against any of the Released Parties or (except as may be required by law) assist any other person or entity with any Action against any of the Released Parties. Notwithstanding anything to the contrary contained in this Agreement, Executive does not release any of the Released Parties and hour lawsshall not be prohibited from filing or bringing an Action with respect to any right Executive otherwise may have now or in the future to (i) receive distributions or dividends made in respect of the Company’s common stock or units of limited partnership interest in Education Realty Operating Partnership, LP; (ii) be indemnified by the Company under the Second Articles of Amendment and Restatement or Amended and Restated Bylaws of the Company (as the same are currently in effect), any resolution adopted by the Board of Directors of the Company, or any other separate written agreement or instrument requiring the Company to indemnify Executive; (iii) receive workers’ compensation claims; or (iv) vested benefits payable under retirement and other employee benefit plans covering Executive (which benefits shall be governed by the terms and provisions of the California Labor Code, to the extent these may be released herein as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of law. (c) Nothing contained in this Section 9 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”plan).

Appears in 1 contract

Samples: Separation and Release Agreement (Education Realty Trust, Inc.)

Release by Executive. (ai) Except for any obligations or covenants In consideration of the Company pursuant to this Agreement and as otherwise expressly provided in benefits payable under Section 3 of this Agreement, Executive, for himself/herself and his/her Executive’s heirs, executors, administrators, successors and assigns, successors and agents (collectivelyhereby fully, the “Executive’s Affiliates”) hereby fully and without limitation releases finally and forever discharges the Company release and discharge FLIC, all parent, subsidiary, related and affiliated companies, as well as its Related Entitiesand their successors, and each of their respective assigns, officers, owners, directors, agents, representatives, stockholders, owners, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns employees (collectively, all of whom are referred to throughout this Agreement as the “Company ReleaseesParties”), both individually of and collectively, from any and all waivable rights, claims, demands, liabilities, actions, causes of action, suits, damages, losses, costs, expenses and compensationexpenses, of whatever any and every nature whatsoever, known as a result of actions or unknownomissions occurring through the execution date of this Agreement. Specifically included in this waiver and release are, fixed or contingentamong other things, which Executive or any claims of alleged employment discrimination, either as a result of the separation of Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date (“Claims”), arising out of, based upon, or relating to his/her employment or otherwise, under the termination of his/her employment with Age Discrimination in Employment Act, the Company and its Related Entities and/or his/her service as an officer of any of the Company Releasees, any agreement or compensation arrangement between Executive and any of the Company Releasees, to the maximum extent permitted by law. (b) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Family and Medical Leave Act, the Americans with Disabilities Act, the National Labor Relations Act and the Equal Pay Employee Retirement Income Security Act, any other federal, state or local statute, rule, ordinance, or regulation, as the same may be amended from time to time; the California common law on well as any claims for alleged wrongful discharge, negligent or intentional infliction of emotional distress, breach of contract, fraud, misrepresentation, negligence, defamation, infliction or any other unlawful behavior, the existence of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage which is specifically denied by the Parties. The foregoing list is intended to be illustrative rather than inclusive. Executive waives the rights and hour laws, and other provisions of the California Labor Code, claims to the extent these may be released herein as a matter of law; or any other state or federal lawset forth above, ruleand Executive also agrees not to institute, or regulation dealing with have instituted, a lawsuit against the employment relationship, except those Parties based on any such waived claims which may not be released herein as a matter of lawor rights. (cii) Nothing contained in this Section 9 or any other provision 5(a)(i) of this Agreement Agreement, however, shall release or waive any right that Executive has be construed to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent prohibit Executive from cooperating filing a charge or participating in an any investigation of the Company or proceeding conducted by the Equal Employment Opportunity Commission or comparable state or local agency. Notwithstanding the foregoing, except as provided in Section 14 hereof, Executive waives her right to recover monetary or other damages as a result of any charge or lawsuit filed by Executive or by anyone else on Executive’s behalf, including a class or collective action, whether or not Executive is named in such proceeding. Further, nothing in this Agreement is intended to waive Executive’s entitlement to the payments and benefits set forth under this Agreement, vested or accrued benefits under any tax-qualified employee benefit plan sponsored by FLIC. Finally, this Agreement does not waive claims that Executive could make, if available, for unemployment or workers’ compensation. (“EEOC”)iii) Executive affirms that the only consideration for Executive signing this Agreement is that set forth in Section 3 of this Agreement, that no other promise or agreement of any kind has been made to or with Executive by any person or entity to cause Executive to execute this Agreement, and that Executive fully understands the meaning and intent of this Agreement, including but not limited to, its final and binding effect. (iv) Executive acknowledges that Executive has carefully read and reviewed this Agreement and has been advised to seek the advice of an attorney, or other counsel, and Executive had an opportunity to consult with and receive counsel from an attorney concerning the terms of this Agreement. (v) Executive understands and is satisfied with the terms and contents of this Agreement and voluntarily has signed Executive’s name to the same as a free act and deed. Executive agrees that this Agreement shall be binding upon Executive and Executive’s agents, attorneys, personal representatives, heirs, and assigns. Executive acknowledges that Executive has been given a period of at least 21 days from date of receipt within which to consider and sign this Agreement. To the extent Executive has executed this Agreement less than 21 days after its delivery to Executive, Executive hereby acknowledges that Executive’s decision to execute this Agreement prior to the expiration of such 21 day period was entirely voluntary.

Appears in 1 contract

Samples: Separation Agreement (First of Long Island Corp)

Release by Executive. (a) Except for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement, Executive, for himself/herself and his/her on behalf of Executive, Executive's heirs, executors, administrators, successors, assigns, successors Executive's attorneys, and agents of each of the foregoing, and the respective predecessors, successors, assigns, heirs, executors, and administrators of each of the foregoing (collectively, the “Executive’s Affiliates”"Executive Releasing Parties") do hereby covenant not to xxx and fully and without limitation releases and forever discharges the Company and its Related Entitiesremise, release, discharge, and each of their acquit Employer, its employees, present and former affiliates, parent and subsidiary corporations, companies and divisions, the respective agents, representativespresent and former directors, stockholders, owners, officers, directors, employees, consultants, attorneys, auditorsand agents of each of the foregoing, accountantsand the respective predecessors, investigatorssuccessors, affiliates, successors and assigns of each of the foregoing (collectively, the “Company Releasees”)"Employer Parties") of, both individually from, and collectively, from against any and all waivable rightsclaims, claimswages, covenants, suits, actions, demands, obligations, liabilities, actionsindebtedness, accounts, judgments, breaches of contract, breaches of duty or any relationship, acts, omissions, misfeasance, malfeasance, cause or causes of actionaction of every type, nature and kind or description, debts, amounts of money, accounts, compensations, contracts, controversies, promises, damages, costs, losses, costs, expenses and compensationexpenses, of whatever nature whatsoeverevery type, kind, nature, description, or character, whether known or unknown, fixed suspected or contingentunsuspected, which Executive liquidated or unliquidated, committed or omitted prior to this Agreement, each as though fully set forth herein at length that in any of Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date (“Claims”), arising way arise out of, based uponare connected with, or relating relate to his/her (i) Executive's employment or by Employer; (ii) the rights and obligations of the parties to the Employment Agreement; (iii) the termination of his/her Executive's employment with the Company and its Related Entities and/or his/her service as an officer Employer; (iii) Employer's violation, if any, of any of the Company Releaseeslaw, any agreement statute or compensation arrangement between Executive and any of the Company Releaseesregulation pertaining to Executive's employment including, to the maximum extent permitted by law. (b) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Actbut not limited to, Title VII of the Civil Rights Act of 1964, the federal Fair Labor Standards Act, Age Discrimination in Employment Act, Americans with With Disabilities Act, the National California Labor Relations Act Code, any California Wage Orders, California Fair Employment and the Equal Pay Housing Act, as any regulations under the same may be amended from time foregoing, and any and all subsequent amendments to timeany of the foregoing; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, (iv) Employer's breach of contract or covenant, other violation of public policy or wrongful termination; state or federal wage and hour lawsrules pertaining to Executive's employment including, and other provisions of the California Labor Codebut not limited to, to the extent these may be released herein as a matter of law; severance pay, sick leave, holiday pay, vacation pay, life insurance, group medical insurance or any other state fringe benefit of the Employer or federal law, rule, workers' compensation or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of law. disability claims; and (cv) Nothing contained in this Section 9 or any other provision of this Agreement shall release claim, loss, damages or waive injury, known or unknown, suspected or unsuspected, liquidated or unliquidated, which arises from any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation conduct of the Company by Employer during the Equal Employment Opportunity Commission time of employment of Executive irrespective of the nature of the conduct (“EEOC”collectively "Released Claim(s)").

Appears in 1 contract

Samples: Separation Agreement (Pacific Coast National Bancorp)

Release by Executive. (a) Except for any obligations or covenants Executive, on his own behalf and on behalf of the Company pursuant to this Agreement Executive Released Parties (defined below), hereby irrevocably and as otherwise expressly provided in this Agreementunconditionally releases and forever discharges Luminex, Executiveits subsidiaries and other affiliates and their respective agents, for himself/herself employees, representatives, officers, directors, stockholders, trustees and his/her attorneys, past and present, and the heirs, executors, administrators, assigns, successors and agents assigns of all of the foregoing (collectively, the “Released Parties”) from any and all debts, liabilities, claims, demands, actions or causes of action, suits, judgments or controversies of any kind whatsoever (except as set forth below) arising from Executive’s Affiliates”) hereby fully and relationship (including without limitation releases as a stockholder) to, employment with or service as an employee, officer, director, or manager of Luminex or its subsidiaries and forever discharges the Company and its Related Entitiesaffiliates, and each the termination of their respective agents, representatives, stockholders, owners, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns any or all of the foregoing relationships (collectively, the “Company ReleaseesClaims), both individually and collectively, from any and all waivable rights, claims, demands, liabilities, actions, causes of action, damages, losses, costs, expenses and compensation, of whatever nature whatsoever, known or unknown, fixed or contingent, which Executive or any of Executive’s Affiliates has or may have or may claim to have ) against the Company Releasees by reason Released Parties, that now exist or that may arise in the future out of any matter, causetransaction or event occurring prior to or on the Effective Date, including without limitation, any claims of breach of contract or for severance or other termination pay (except as set forth in Section 4 below), or thing whatsoeverclaims of unlawful retaliation, from the beginning of time to the Effective Date (“Claims”), arising out of, based upon, harassment or relating to his/her employment discrimination or the termination denial of his/her employment with some benefit or protection provided to employees (for example, discrimination on the Company and its Related Entities and/or his/her service as an officer basis of age, sex, race, handicap, disability, religion, color or national origin or for complaining of such) under any federal, state or local law, rule or regulation, including, but not limited to, the Age Discrimination in Employment Act of the Company Releasees1967, any agreement or compensation arrangement between Executive and any of the Company Releasees29 U.S.C. Section 621, to the maximum extent permitted by lawet seq. (b) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities ActEmployee Retirement Income Security Act (ERISA), the Worker Adjustment and Retraining Notification Act of 1988 (WARN), the National Labor Relations Act (NLRA), and/or the Fair Labor Standards Act (FLSA), the Americans with Disabilities Act (ADA), the Genetic Information Nondiscrimination Act (XXXX), and/or the Family and Medical Leave Act (FMLA). Except as set forth below, Executive further agrees not to file or bring any claim, suit, civil action, complaint, arbitration or administrative action (any of the Equal Pay Actforegoing, an “Action”) in any city, state or federal court or agency or arbitration tribunal with respect to any Claim against any of the Released Parties or (except as may be required by law) assist any other person or entity with any Action against any of the Released Parties. Notwithstanding anything to the contrary contained in this Agreement, Executive does not release any of the Released Parties and shall not be prohibited from filing or bringing an Action with respect to any right Executive otherwise may have now or in the future (i) to receive distributions or dividends made in respect of Luminex’s capital stock or (ii) to be indemnified by Luminex under the Certificate of Incorporation or Bylaws of Luminex (as the same may be amended from time are currently in effect), any resolution adopted by the Board of Directors of Luminex, or any other separate written agreement or instrument requiring Luminex to time; indemnify Executive or (iii) to receive workers’ compensation claims or (iv) to receive Accrued Obligations (as such term is defined in the California common law on fraudEmployment Agreement) or (v) to stock, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour lawsoptions, and other equity-based compensation that vested prior to the Effective Date or that vests subsequent to the Effective Date pursuant to the Employment Agreement or an applicable Luminex long-term incentive plan (which stock, options or other equity-based compensation shall be governed by the terms and provisions of the California Labor Code, applicable written agreement(s) or instrument(s) and/or the applicable Luminex incentive plan) or (vi) to vested benefits payable under retirement and other employee benefit plans covering Executive (which benefits shall be governed by the terms and provisions of the applicable plan) or (vii) pursuant to the extent these may be released herein as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of lawConsulting Agreement. (c) Nothing contained in this Section 9 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”).

Appears in 1 contract

Samples: Consulting Agreement (Luminex Corp)

Release by Executive. (a) Except for any obligations or covenants Executive agrees to release the Company, its officers, directors, affiliates and assigns from all claims past present and future. In consideration of the Company pursuant to this Agreement undertakings, transactions and as otherwise expressly provided consideration recited in this Agreement, which Executive agrees he would not otherwise be entitled to, Executive, for on behalf of himself/herself and his/her , his agents, representatives, attorneys, assigns, heirs, executors, and administrators, assignshereby unconditionally and irrevocably remises, successors and agents (collectively, the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company and its Related Entitiespast, present and each of their respective agents, representativesfuture officers, stockholders, owners, officers, directors, employees, consultantsrepresentatives, attorneys, auditorsagents, accountantssuccessors, investigatorsdivisions, companies, subsidiaries and affiliates (and past, present and future officers, stockholders, directors, employees, representatives, attorneys of such divisions, companies, subsidiaries and affiliates), successors and assigns (collectively, hereinafter referred to as the “Company Releasees”),” or any of them, both individually of and collectively, from any and all waivable rightssuits, claims, demands, liabilitiesinterest, actionscosts (including attorney fees and costs incurred), expenses, actions and causes of action, damagesrights, lossesliabilities, costsobligations, expenses promises, agreements, controversies, losses and compensationdebts, of whatever any nature whatsoever, against any of them, which Executive or his heirs, successors, legal representatives or assigns now has, owns or holds, or at any time heretofore ever had, owned or held, or could have owned or held, whether known or unknown, fixed suspected or contingent, which Executive or any of Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoeverunsuspected, from the beginning of time the world to this date, including, without limiting the Effective Date (“Claims”), arising out of, based upon, or relating to his/her employment or the termination of his/her employment with the Company and its Related Entities and/or his/her service as an officer of any generality of the Company Releaseesforegoing, any agreement or compensation arrangement between Executive and any of the Company Releasees, to the maximum extent permitted by law. (b) Executive specifically and expressly releases any Claims claims arising out of or based on: the California Fair Employment and Housing Act, under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities ActAge Discrimination in Employment Act of 1967, the National Labor Relations Act Massachusetts General Laws c. 151B, and the Equal Pay Actany other statutory, as the same may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach claims of contract or covenant, violation any nature whatsoever against any of public policy or wrongful termination; state or federal wage and hour lawsthe Releasees. Executive further represents that he has not, and other provisions never will, institute against any of the California Labor CodeReleasees any action or other proceeding in any court, administrative agency, or other tribunal of the United States or any State thereof, with respect to any claim or cause of action of any type arising or which may have existed at any time prior to the extent these may be released herein as present date. If Executive does bring such a matter of law; or any other state or federal lawclaim, rule, or regulation dealing with he agrees to pay the employment relationship, except those claims which may not be released herein as a matter of law. (c) Nothing contained in this Section 9 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses reasonable costs incurred by the Company and its Related Entities with respect to which Executive may be eligible as provided or any of the Releasees in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreementsdefending such action, including reasonable attorneys’ fees. This means that by signing this Agreement, Executive will have waived any right he had to bring a lawsuit or make any legal claim against the Employment Agreement; Company or any other applicable source, nor prevent Executive from cooperating in an investigation of the Releasees up to the date of the signing of this Agreement, and that Mxxxxxx will have released the Releasees of all claims of any nature arising up to the date of the signing of this Agreement. Separation and Release Agreement Company by the Equal Employment Opportunity Commission (“EEOC”).____ Executive ____

Appears in 1 contract

Samples: Separation and Release Agreement (Frelii, Inc.)

Release by Executive. (a) Except for any those obligations created by or covenants arising out of the Company pursuant to this Agreement for which receipt or satisfaction has not been acknowledged herein, Executive on behalf of Executive and as otherwise expressly provided in this AgreementExecutive’s decedents, Executivedependents, for himself/herself and his/her heirs, executors, administrators, assigns, successors and agents (collectively, the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company and its Related Entitiessuccessors, and each of them, hereby covenants not to xxx and fully releases and discharges Company and its parent, subsidiaries and affiliates, past and present, and each of them, as well as its and their respective trustees, directors, officers, agents, attorneys, insurers, employees, stockholders, representatives, stockholdersassigns and successors, ownerspast and present and each of them, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors hereinafter together and assigns (collectively, the collectively referred to as Company Releasees”), both individually ,” with respect to and collectively, from any and all waivable rightsclaims, claimspromises, sums of money, entitlements, compensation, benefits, employment and severance agreements, wages, demands, liabilitiesrights, liens, agreements, contracts, covenants, actions, suits, causes of action, damagesobligations, lossesdebts, costs, expenses expenses, attorneys’ fees, damages, judgments, orders and compensationliabilities, of whatever kind or nature whatsoeverin law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden (collectively, “Claims”), which Executive now owns or holds or has at any time heretofore owned or held as against said Releasees, arising out of or any way connected with Executive’s employment relationship with Company or the separation of Executive’s employment or any other transactions, occurrence, actions, omissions or any loss, damage or injury whatever, known or unknown, fixed suspected or contingentunsuspected, which Executive resulting from any act or omission, by or on the part of said releases, or any of Executive’s Affiliates has them, committed or may have or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time omitted prior to the Effective Date (“Claims”), arising out of, based upon, or relating to his/her employment or the termination date of his/her employment with the Company and its Related Entities and/or his/her service as an officer of any of the Company Releasees, any agreement or compensation arrangement between Executive and any of the Company Releasees, to the maximum extent permitted by law. (b) this Agreement. Executive specifically understands and expressly releases any Claims agrees that this waiver, release and discharge includes: a) All claims arising out of under federal, state or based on: the California Fair local laws prohibiting employment discrimination such as, without limitation, i. The Age Discrimination in Employment and Housing Act, Act (ADEA); ii. The Older Workers Benefit Protection Act (OWBPA); iii. Title VII of the Civil Rights Act of 1964, the ; iv. The Civil Rights Act of 1991; v. The Americans with With Disabilities Act, the National Labor as amended (ADA); vi. The Equal Pay Act; vii. The Family and Medical Leave Act; viii. The Worker’s Adjustment and Retraining Notification Act (WARN); ix. The Occupational Safety and Health Act; x. The South Dakota Human Relations Act and the Equal Pay Act, as fair employment practices laws of the same may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction state or states in which Executive has been employed by Company or any of emotional distress its subsidiaries or other tort, affiliates; b) Claims for breach of contract contract, either express or covenantimplied; c) Claims for personal injury, violation harm or damages, whether intentional or unintentional; d) Claims growing out of public policy any legal restrictions on the right to terminate Executive, including any claim for wrongful discharge; e) Claims for benefits including, without limitation, those arising under the Employee Retirement Income Security Act of 1974; f) Claims relating to the Employment Agreement or wrongful termination; state or federal wage and hour lawsany money owed to Executive under that Employment Agreement, and other provisions of the California Labor Code, except to the extent these incorporated in this Agreement by reference; g) For any other work related claim that may arise from or may be released herein as a matter related to her employment, up to and through the date of lawthis Agreement; and Executive agrees not to litigate any such claims except for breach or any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter validity of law. (c) this Agreement. Nothing contained in this Section 9 or any other provision of this Agreement shall release be construed to prohibit Executive from filing a charge with or waive participating in any right that Executive has to indemnification and/or reimbursement of expenses investigation or proceeding conducted by the any federal, state or local agency. Company and its Related Entities with respect to which Executive agree that by entering into this Agreement, Executive does not waive claims that may be eligible as provided in California Labor Code section 2802, arise after the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and date the Agreement is executed or any claim for COBRA continuation coverage rights or any vested rights under any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”)pension plan.

Appears in 1 contract

Samples: Transition and General Release Agreement (Meta Financial Group Inc)

Release by Executive. (a) Except for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement, Executive, for himself/herself himself and his/her his heirs, executors, executors and administrators, voluntarily, knowingly and willingly agrees to release the Company, together with its direct and indirect parents, subsidiaries, affiliates, predecessors and successors and assigns, successors past and agents (collectivelypresent directors, the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company and its Related Entities, and each of their respective agents, representatives, stockholders, ownersmanagers, officers, directorsexecutives, employeesagents, consultantsclients, accountants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns servants (collectively, the “Company Releasees”), both individually and collectively, ) from any and all waivable rights, claims, charges, complaints, promises, agreements, controversies, liens, demands, liabilities, actions, causes of action, obligations, damages, losses, expenses (including attorneys’ fees and costs, expenses ) and compensation, liabilities of whatever any nature whatsoeverwhatsoever (“Executive Claims”), known or unknown, fixed suspected or contingentunsuspected, which Executive Executive, or any of Executive’s Affiliates has his heirs, executors or administrators ever had, now have, or may have or may hereafter claim to have against any of the Company Releasees by reason arising out of or relating to: (i) any matter, cause, cause or thing whatsoever, whatsoever arising from the beginning of time to the Effective Date date of this Executive Release, (“Claims”), arising out of, based upon, or relating to his/her ii) Executive’s employment or the termination of his/her employment relationship with the Company and its Related Entities and/or his/her service as an officer of or any of the Company ReleaseesReleasees or the separations thereof including, but not limited to, any agreement such rights or compensation arrangement between Executive and claims arising under any statute or regulation including the Age Discrimination in Employment Act of the Company Releasees, to the maximum extent permitted by law. (b) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act1967, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Delaware Equal Accommodations Law, the Virginia Human Rights Act, the National Labor Relations Act and the Equal Pay Acteach as amended, as the same may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of law; or any other federal, state or federal local law, ruleregulation, ordinance or common law, or regulation dealing with (iii) any policy, agreement, understanding or promise, written or oral, formal or informal, between Executive on the employment relationshipone hand and the Company or any of the Company Releasees on the other hand, except those claims which may not be released herein as a matter of law. (c) Nothing provided, however, that notwithstanding the foregoing, nothing contained in this Section 9 Executive Release shall in any way terminate, modify or any other provision release (1) Executive’s right to enforce the terms of this Release Agreement shall release or waive any right and the Termination Agreement, (2) the rights, if any, that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802have, from and after the date the Executive Release is executed, under the Company’s and its Related Entities’ Certificates of IncorporationPrimary Directors & Officers Liability Policy, Bylaws and any applicable directors and officersthe Excess Directors & Officers Liability Policy, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; Run-Off Endorsement or any other applicable sourceD&O policy, nor prevent Executive provided that the foregoing shall not preclude the amendment or termination of such policies from cooperating time to time in an investigation accordance with their respective terms, provided any such amendment or termination applies equally to all former directors and officers of the Company by and (3) any rights Executive may have to advancement or indemnification under the Equal Employment Opportunity Commission articles of incorporation or bylaws of the Company or any of its affiliates or under applicable law (collectively, the EEOCExecutive Excluded Claims”). Executive acknowledges that the amounts referred to in Section 2 of the Termination Agreement are in lieu of and in full satisfaction of any amounts that might otherwise be payable under any contract, agreement (oral or written), plan, policy or practice, past or present, of the Company or any of the Company Releasees.

Appears in 1 contract

Samples: Termination Agreement (Primus Telecommunications Group Inc)

Release by Executive. (a) Except for any obligations or covenants For and in consideration of the Company pursuant to this severance payments and benefits described in the Employment Agreement and as otherwise expressly (the “Consideration”), which are being provided in exchange for your execution of this AgreementRelease and would not be provided absent your execution of this Release, Executive, for himself/herself himself and his/her his heirs, executors, administrators, assigns, successors and agents (collectively, the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company and its Related Entities, and each of their respective its agents, representatives, stockholdersshareholders, owners, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns (collectively, the “Company Releasees”), both individually and collectively, from any and all waivable rights, claims, demands, liabilities, actions, causes of action, damages, losses, costs, expenses and compensation, of whatever nature whatsoever, known or unknown, fixed or contingent, which Executive or any of Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date date Executive signs this Release (“Claims”), arising out of, based upon, or relating to his/her his employment or the termination of his/her his employment with the Company and its Related Entities and/or his/her his service as an officer of any of the Company Releasees, and/or any agreement or compensation arrangement between Executive and any of the Company Releasees, to the maximum extent permitted by law. (b) The Claims released by Executive specifically and expressly releases include, but are not limited to, any Claims arising out of or based on: the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the National Labor Relations Act and Act, the Equal Pay Act, the Age Discrimination in Employment Act (“ADEA”), the Civil Rights Act of 1991, the Family Medical Leave Act, Sections 1981 through 1988 of Title 42 of the United States Code, the Employee Retirement Income Security Act of 1974 (“ERISA”) (except for any vested benefits under any tax qualified benefit plan), the Immigration Reform and Control Act, the Worker Adjustment and Retraining Notification Act, the Occupational Safety and Health Act, the Fair Credit Reporting Act, and the Xxxxxxxx-Xxxxx Act of 2002 (in each case as the same may be amended from time to time); the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, common law, breach of contract (whether express or implied, written or oral) or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of law. The released Claims also include any Claims by Executive for compensation, wages, back pay, reinstatement or reemployment, bonuses, or benefits of any kind or any nature arising out of, based upon, or relating to his employment or the termination of his employment with the Company and/or his service as an officer of any of the Company Releasees, and/or any agreement or compensation arrangement between Executive and any of the Company Releasees. (c) Nothing contained in this Section 9 1 or any other provision of this Agreement Release shall release or waive any right that Executive has to (i) the Consideration, which shall be deemed to include the Initial Grant (as defined in the Employment Agreement) and any other equity awards Executive has received from the Company, (ii) any employee benefit Executive is entitled to receive from the Company pursuant to any Company employee benefit plan or program, including any health claim or (iii) indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802by law, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, or any indemnification agreements, including the Employment Agreement; . Further, nothing contained in this Release shall restrict or inhibit any other applicable source, nor prevent communications by Executive from cooperating in an investigation of the Company by with the Equal Employment Opportunity Commission (“EEOC”)) or any other government or law enforcement agency.

Appears in 1 contract

Samples: Employment Agreement (Patheon Inc)

Release by Executive. (a) Except for any obligations or covenants For and in consideration of the Company pursuant to this severance payments and benefits described in the Employment Agreement and as otherwise expressly (the “Consideration”), which are being provided in exchange for your execution of this AgreementRelease and would not be provided absent your execution of this Release, Executive, for himself/herself himself and his/her his heirs, executors, administrators, assigns, successors and agents (collectively, the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company and its Related Entities, all other members of the Patheon Group and each of their respective agents, representatives, stockholdersshareholders, owners, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns (collectively, the “Company Patheon Releasees”), both individually and collectively, from any and all waivable rights, claims, demands, liabilities, actions, causes of action, damages, losses, costs, expenses and compensation, of whatever nature whatsoever, known or unknown, fixed or contingent, which Executive or any of Executive’s Affiliates has or may have or may claim to have against any of the Company Patheon Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date date Executive signs this Release (“Claims”), arising out of, based upon, or relating to his/her his employment or the termination of his/her his employment with the Company and its Related Entities and/or his/her his service as an officer of any of the Company Patheon Releasees, and/or any agreement or compensation arrangement between Executive and any of the Company Patheon Releasees, to the maximum extent permitted by law. (b) The Claims released by Executive specifically and expressly releases include, but are not limited to, any Claims arising out of or based on: the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the National Labor Relations Act and Act, the Equal Pay Act, the Age Discrimination in Employment Act (“ADEA”), the Civil Rights Act of 1991, the Family Medical Leave Act, Sections 1981 through 1988 of Title 42 of the United States Code, the Employee Retirement Income Security Act of 1974 (“ERISA”) (except for any vested benefits under any tax qualified benefit plan), the Immigration Reform and Control Act, the Worker Adjustment and Retraining Notification Act, the Occupational Safety and Health Act, the Fair Credit Reporting Act, and the Xxxxxxxx-Xxxxx Act of 2002 (in each case as the same may be amended from time to time); the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, common law, breach of contract (whether express or implied, written or oral) or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of law. The released Claims also include any Claims by Executive for compensation, wages, back pay, reinstatement or reemployment, bonuses, or benefits of any kind or any nature arising out of, based upon, or relating to his employment or the termination of his employment with the Company and/or his service as an officer of any of the Patheon Releasees, and/or any agreement or compensation arrangement between Executive and any of the Patheon Releasees. (c) Nothing contained in this Section 9 1 or any other provision of this Agreement Release shall release or waive any right that Executive has to (i) the Consideration, which shall be deemed to include the Initial Grant (as defined in the Employment Agreement) and any other equity awards Executive has received from the Company, (ii) any employee benefit Executive is entitled to receive from the Company pursuant to any Company employee benefit plan or program, including any health claim or (iii) indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802by law, the Company’s and its Related Entities’ or any member of the Patheon Group’s Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, or any indemnification agreements, including the Employment Agreement; . Further, nothing contained in this Release shall restrict or inhibit any other applicable source, nor prevent communications by Executive from cooperating in an investigation of the Company by with the Equal Employment Opportunity Commission (“EEOC”)) or any other government or law enforcement agency.

Appears in 1 contract

Samples: Employment Agreement (Patheon Inc)

Release by Executive. (a) Except for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement, Executive, for himself/herself and his/her heirs, executors, administrators, assigns, successors and agents (collectively, the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company and its Related Entities, and each of their respective agents, representatives, stockholders, owners, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns (collectively, the “Company Releasees”), both individually and collectively, from any and all waivable rights, claims, demands, liabilities, actions, causes of action, damages, losses, costs, expenses and compensation, of whatever nature whatsoever, known or unknown, fixed or contingent, which Executive or any of Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date (“Claims”), arising out of, based upon, or relating to his/her employment or the termination of his/her employment with the Company and its Related Entities and/or his/her service as an officer of any of the Company Releasees, any agreement or compensation arrangement between Executive and any of the Company Releasees, to the maximum extent permitted by law. (b) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act, Title VII of the United States Civil Rights Act of 1964, the United States Americans with Disabilities Act, the United States National Labor Relations Act and the United States Equal Pay Act, as the same may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship, including in particular Swiss laws, except those claims which may not be released herein as a matter of law. (c) Nothing contained in this Section 9 10 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”, such term to include also any other local equivalent body or agency).

Appears in 1 contract

Samples: Separation Agreement (Accuray Inc)

Release by Executive. (a) Except for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement, Executive, for himself/herself on behalf of himself and his/her his heirs, executors, administrators, assignslegal representatives, successors and agents (collectively, the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company and its Related Entitiesassigns, and each of them, for good and valuable consideration as set forth in the Separation Agreement, does hereby unconditionally, knowingly and voluntarily release and forever discharge Prentice and the Company, and their respective agentspresent and former related companies, representativessubsidiaries and affiliates, stockholders, ownersand all of their present and former executives, officers, directors, owners, shareholders, employees, consultants, agents and attorneys, auditorsincluding in their individual capacity, accountants, investigators, affiliates, and each of its and their successors and assigns (collectively, hereinafter collectively the “Company ReleaseesReleased Parties”), both individually and collectively, from any and all waivable rights, known or unknown claims, demands, liabilities, actions, actions or causes of action, damages, losses, costsliabilities, expenses and compensation, damages of whatever any nature whatsoever, known in law or unknownin equity, fixed asserted or contingentnot asserted, which Executive or any of Executive’s Affiliates has ever had or may have or may claim to presently have against the Company Releasees by reason of any matterReleased Parties that are based, causein whole or in part, on facts, whether or thing whatsoevernot now known, from the beginning of time existing on or prior to the Effective Date (“Claims”)Date, arising including, without limitation, all matters that arise out of, based uponor relate to, Executive’s employment with, or relating to his/her employment services for, the Company or any of its affiliates, or the terms and conditions thereof, or the termination of his/her such employment with or services; provided, however, that nothing contained in this Section 1 shall apply to, or release the Company Released Parties from, any rights and its Related Entities and/or his/her service as an officer claims of Executive directly or indirectly arising from or under or related to (1) any incentive equity plans or agreements relating to shares, interests or other securities of the Company Releasees, other than those specifically referenced in the Separation Agreement; (2) any agreement obligation or compensation arrangement between Executive and any commitment of Prentice or the Company Releasees, arising under or preserved by the Separation Agreement; (3) the Consolidated Omnibus Budget Reconciliation Act (COBRA) of 1985; (4) any profit-sharing and/or retirement plans or benefits in which Executive has vested rights; or (5) any rights to the maximum extent permitted by lawassert any defenses in any action or proceeding. (b) Except as set forth above, the claims released by Executive specifically include any and expressly releases all claims under federal, state or local laws pertaining to employment, discrimination or pay, including, without limitation, any Claims arising out claims under: (1) the Americans with Disabilities Act; the Family and Medical Leave Act of or based on: the California Fair Employment and Housing Act, 1992; Title VII of the Civil Rights Act of 1964; 42 U.S.C. Section 1981; the Older Workers Benefit Protection Act; the Age Discrimination in Employment Act of 1967, as amended; the Americans with Disabilities ActEmployee Retirement Income Security Act of 1974, as amended; the National Labor Relations Civil Rights Act of 1866, 1871, 1964, and 1991; the Rehabilitation Act of 1973; the Equal Pay Act, as the same may be amended from time to timeAct of 1963; the California common Vietnam Veteran’s Readjustment Assistance Act of 1974; the Occupational Safety and Health Act; and the Immigration Reform and Control Act of 1986; and any and all other federal, state or local laws, statutes, ordinances, or regulations pertaining to employment, discrimination or pay; (2) any state tort law on fraudtheories under which an action could have been brought, misrepresentationincluding, but not limited to, claims of negligence, negligent supervision, training and retention or defamation; (3) any claims of alleged fraud and/or inducement, infliction including alleged inducement to enter into this Release; (4) any and all other tort claims; (5) all claims for attorneys’ fees and costs; (6) all claims for physical, mental, emotional, and/or pecuniary injuries, losses and damages of emotional distress or other tortevery kind, breach of contract or covenantincluding but not limited to earnings, violation of public policy or wrongful termination; state or federal wage punitive, liquidated and hour lawscompensatory damages, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of lawemployee benefits; or (7) any other state or federal law, rule, or regulation dealing with the employment relationship, except those and all claims which may not be released herein as a matter of law. (c) Nothing contained in this Section 9 or whatsoever arising under any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by Released Parties’ express or implied contract or under any federal, state, or local law, ordinance, or regulation, or the Equal Employment Opportunity Commission Constitution of New Jersey or of the United States; (“EEOC”)8) any and all claims whatsoever against any of the Company Released Parties for wages, bonuses, benefits, fringe benefits, vacation pay, or other compensation or for any damages, fees, costs, or benefits; and (9) any and all claims whatsoever to reinstatement.

Appears in 1 contract

Samples: Separation Agreement (Ascendia Brands, Inc.)

Release by Executive. (a) Except As a material inducement for any obligations or covenants of Holdings and the Company pursuant to enter into this Agreement and as otherwise expressly provided in this Agreementto pay the Executive the amounts contemplated hereunder, the Executive, for on behalf of himself/herself , his agents, assignees, attorneys, heirs and his/her executors agrees to and does hereby fully and completely forever release Holdings and the Company and their respective subsidiaries, affiliates, predecessors and successors and all of their respective past and/or present officers, directors, partners, members, managing members, managers, employees, agents, representatives, administrators, attorneys, insurers and fiduciaries in their individual and/or representative capacities (hereinafter collectively referred to as "Employer Releasees"), from any and all causes of action, suits, agreements, promises, damages, disputes, controversies, contentions, differences, judgments, claims, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialities, covenants, contracts, variances, trespasses, extents, executions and demands of any kind whatsoever which the Executive or his heirs, executors, administrators, assigns, successors and agents (collectively, the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company and its Related Entities, and each of their respective agents, representatives, stockholders, owners, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns (collectivelyever had, now have or may have against the “Company Releasees”), both individually and collectively, from any and all waivable rights, claims, demands, liabilities, actions, causes of action, damages, losses, costs, expenses and compensation, of whatever nature whatsoever, known or unknown, fixed or contingent, which Executive Employer Releasees or any of them, in law, admiralty or equity whether known or unknown to the Executive’s Affiliates has , for, upon, or may have or may claim to have against the Company Releasees by reason of of, any matter, cause, course or thing whatsoever, whatsoever from the beginning of time the world to the Effective Date (“Claims”)date of this Agreement, arising out ofincluding, based uponwithout limitation, in connection with or in relationship to the Executive's employment with Holdings or the Company or their respective affiliates, the termination any such employment, and all matters referred to any applicable employment, compensatory or equity arrangement with Holdings, the Company or their respective affiliates; PROVIDED that such released claims shall not include any claims for indemnification that the Executive may have under the certificate of incorporation or by-laws of Holdings or the Company relating to his/her employment or acts by the termination of his/her employment with the Company and its Related Entities and/or his/her service Executive in his capacity as an officer or director of any of Holdings or the Company ReleaseesCompany, any agreement or compensation arrangement between as appropriate (such released claims are collectively referred to herein as the "Released Executive and any of the Company Releasees, to the maximum extent permitted by lawClaims"). (b) The Released Executive specifically Claims include, without limitation, (i) any and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act, all claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Civil Rights Act of 1971, the Civil Rights Act of 1991, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, the Americans with Disabilities Act, the National Labor Relations Family and Medical Leave Act of 1993, and the Equal Pay Actany and all other federal, as the same may be amended from time state or local laws, statutes, rules and regulations pertaining to time; the California common law on fraudemployment or otherwise, misrepresentation, negligence, defamation, infliction of emotional distress or other tortand (ii) any claims for wrongful discharge, breach of contract contract, fraud, misrepresentation or covenantany compensation claims, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of law; or any other state claims under any statute, rule or federal regulation or under the common law, ruleincluding compensatory damages, or regulation dealing with the employment relationshippunitive damages, except those attorney's fees, costs, expenses and all claims which may not be released herein as a matter of law. (c) Nothing contained in this Section 9 or for any other provision type of this Agreement shall release damage or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”)relieve.

Appears in 1 contract

Samples: Termination, Consulting and Release Agreement (Ta Operating Corp)

Release by Executive. (a) Except for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreementherein, Executive, for on behalf of himself/herself and his/her , his heirs, executors, administrators, assigns, successors and agents assigns (collectively, collectively referred to as the “Executive’s AffiliatesExecutive Parties) ), hereby fully and without limitation releases and forever discharges the Company Company, its affiliates, subsidiaries, parent, each of their successors and its Related Entitiesassigns, and each of their respective agents, representatives, stockholders, owners, officers, directors, employees, consultantsstockholders, attorneysagents, auditorsaccountants and attorneys (collectively referred to as the “Company Released Parties”), accountantsfrom any and all actions or causes of action, investigatorssuits, affiliatesdebts, successors dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, obligations, liabilities, claims, and assigns demands whatsoever, in law, admiralty or equity (collectively, the “Company Releasees”), both individually and collectively, from any and all waivable rights, claims, demands, liabilities, actions, causes of action, damages, losses, costs, expenses and compensation, of whatever nature whatsoever, known or unknown, fixed or contingent, which Executive or any of Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date (“Claims”), arising out ofwhich the Executive Parties ever had, now have or hereafter, can, shall or may have based upon, or relating to his/her upon the Employment Agreement and Executive’s employment or by the Company and the termination of his/her employment with the Company that employment, including (i) any and its Related Entities and/or his/her service as an officer all Claims of any wrongful discharge or other tort, and all rights under federal, state or local law, including those that prohibit race, sex, age, religion, national origin, handicap, disability or other forms of the Company Releaseesdiscrimination, any agreement or compensation arrangement between Executive and any of the Company Releasees, to the maximum extent permitted by law. (b) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Actincluding but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, any state or local human rights laws, and all Claims under the Workers’ Compensation laws, the Equal Pay Act, the National Labor Relations Act, as amended, the Americans with Disabilities Act, the National Labor Relations Act and the Equal Pay Federal Rehabilitation Act, the Employee Retirement Income Security Act of 1974, as amended, the same may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage Family and hour lawsMedical Leave Act, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of law; or (ii) any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of law. (c) Nothing contained in this Section 9 or and all Claims arising under any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreementscontract, including the Employment Agreement; , any side letter, offer letter, policy, practice, program or any plan, including Claims for severance pay, incentive compensation, change in control payments, bonus, or other applicable sourcecompensation or benefits, nor prevent Executive from cooperating but excluding, in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”)each case, Claims arising under this Agreement.

Appears in 1 contract

Samples: General Release and Separation Agreement (G8wave Holdings, Inc.)

Release by Executive. (a) Except for any obligations or covenants Executive, on his own behalf and on behalf of the Company pursuant to this Agreement Executive Released Parties (defined below), hereby irrevocably and as otherwise expressly provided in this Agreementunconditionally releases and forever discharges Luminex, Executiveits subsidiaries and other affiliates and their respective agents, for himself/herself employees, representatives, officers, directors, stockholders, trustees and his/her attorneys, past and present, and the heirs, executors, administrators, assigns, successors and agents assigns of all of the foregoing (collectively, the “Released Parties”) from any and all debts, liabilities, claims, demands, actions or causes of action, suits, judgments or controversies of any kind whatsoever (except as set forth below) arising from Executive’s Affiliates”) hereby fully and relationship (including without limitation releases as a stockholder) to, employment with or service as an employee, officer, director, or manager of Luminex or its subsidiaries and forever discharges the Company and its Related Entitiesaffiliates, and each the termination of their respective agents, representatives, stockholders, owners, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns any or all of the foregoing relationships (collectively, the “Company ReleaseesClaims), both individually and collectively, from any and all waivable rights, claims, demands, liabilities, actions, causes of action, damages, losses, costs, expenses and compensation, of whatever nature whatsoever, known or unknown, fixed or contingent, which Executive or any of Executive’s Affiliates has or may have or may claim to have ) against the Company Releasees by reason Released Parties, that now exist or that may arise in the future out of any matter, causetransaction or event occurring prior to or on the Effective Date, including without limitation, any claims of breach of contract or for severance or other termination pay (except as set forth in Section 4 below), or thing whatsoeverclaims of unlawful retaliation, from the beginning of time to the Effective Date (“Claims”), arising out of, based upon, harassment or relating to his/her employment discrimination or the termination denial of his/her employment with some benefit or protection provided to employees (for example, discrimination on the Company and its Related Entities and/or his/her service as an officer basis of age, sex, race, handicap, disability, religion, color or national origin or for complaining of such) under any federal, state or local law, rule or regulation, including, but not limited to, the Age Discrimination in Employment Act of the Company Releasees1967, any agreement or compensation arrangement between Executive and any of the Company Releasees29 U.S.C. Section 621, to the maximum extent permitted by lawet seq. (b) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities ActEmployee Retirement Income Security Act (ERISA), the Worker Adjustment and Retraining Notification Act of 1988 (WARN), the National Labor Relations Act (NLRA), and/or the Fair Labor Standards Act (FLSA), the Americans with Disabilities Act (ADA), the Genetic Information Nondiscrimination Act (XXXX), and/or the Family and Medical Leave Act (FMLA). Except as set forth below, Executive further agrees not to file or bring any claim, suit, civil action, complaint, arbitration or administrative action (any of the Equal Pay Actforegoing, an “Action”) in any city, state or federal court or agency or arbitration tribunal with respect to any Claim against any of the Released Parties or (except as may be required by law) assist any other person or entity with any Action against any of the Released Parties. Notwithstanding anything to the contrary contained in this Agreement, Executive does not release any of the Released Parties and shall not be prohibited from filing or bringing an Action with respect to any right Executive otherwise may have now or in the future (i) to receive distributions or dividends made in respect of Luminex’s capital stock or (ii) to be indemnified by Luminex under the Certificate of Incorporation or Bylaws of Luminex (as the same may be amended from time are currently in effect), any resolution adopted by the Board of Directors of Luminex, or any other separate written agreement or instrument requiring Luminex to time; indemnify Executive or (iii) to receive workers’ compensation claims or (iv) to receive Accrued Obligations (as such term is defined in the California common law on fraudEmployment Agreement) or (v) to stock, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour lawsoptions, and other equity-based compensation that vested prior to the Effective Date or that vests subsequent to the Effective Date pursuant to the Employment Agreement, the Consulting Agreement or an applicable Luminex long-term incentive plan (which stock, options or other equity-based compensation shall be governed by the terms and provisions of the California Labor Code, applicable written agreement(s) or instrument(s) and/or the applicable Luminex incentive plan) or (vi) to vested benefits payable under retirement and other employee benefit plans covering Executive (which benefits shall be governed by the terms and provisions of the applicable plan) or (vii) pursuant to the extent these may be released herein as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of lawConsulting Agreement. (c) Nothing contained in this Section 9 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”).

Appears in 1 contract

Samples: Consulting Agreement (Luminex Corp)

Release by Executive. (a) Except for any obligations or covenants of Having consulted with counsel, the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement, Executive, for himself/herself on behalf of himself and his/her each of his respective heirs, executors, administrators, assignsrepresentatives, agents, insurers, successors and assigns (collectively, and including the Executive, the “Releasors”) hereby irrevocably and unconditionally releases and forever discharges the Corporation, its parents (including GoodRx Holdings, Inc. (“Holdings”)), subsidiaries and affiliates and each of their respective officers, employees, directors, members, shareholders, parents, subsidiaries and agents (collectively, the “Executive’s AffiliatesReleasees”) hereby fully and without limitation releases and forever discharges the Company and its Related Entities, and each of their respective agents, representatives, stockholders, owners, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns (collectively, the “Company Releasees”), both individually and collectively, from any and all waivable rights, claims, demands, liabilities, actions, causes of action, rights, judgments, obligations, damages, lossesdemands, costs, expenses and compensation, accountings or liabilities of whatever nature whatsoeverkind or character (collectively, known or unknown, fixed or contingent“Claims”), which the Executive now has or may hereafter have against the Releasees, or any of Executive’s Affiliates has or may have or may claim to have against the Company Releasees them, by reason of any matter, cause, or thing whatsoever, whatsoever from the beginning of time to the Effective Date date hereof (“Claims”)including, without limitation, any Claims under any federal, state, local or foreign law that they may have, or in the future may possess, arising out ofof the Executive’s employment relationship with and service as an employee, based uponofficer or director of the Corporation, its parent entity (including Holdings) or relating to his/her employment or any other subsidiaries of such parent entity, and the termination of his/her employment with such relationship or service); provided, however, that the Company Executive does not release, discharge or waive any rights to (i) payments and its Related Entities and/or his/her service as an officer of benefits provided under this Agreement or under any of the Company Releasees, any other agreement or compensation arrangement between Executive and any of the Company ReleaseesReleasees that would, by their nature, survive the termination of employment, (ii) equity and other securities of Holdings or rights under agreements with any of the Releasees related to the maximum extent permitted Executive’s equity securities of Holdings, (iii) benefit claims under any employee benefit plans in which Executive is a participant by virtue of his employment with the Corporation arising after the execution of this Agreement by Executive, (iv) any indemnification, advance or reimbursement rights the Executive may have in accordance with applicable law. , indemnification agreements, certificate of incorporation or bylaws of Corporation, or under any director and officer liability insurance or other insurance maintained by the Corporation or a parent entity with respect to liabilities arising as a result of the Executive’s service as an officer and employee of such entities, and (bv) Executive specifically and expressly releases claims that cannot be waived by an employee under applicable law. [This Paragraph 3(a) does not apply to any Claims arising out of or based on: that the California Fair Employment and Housing Act, Title VII Executive may have as of the Civil Rights date the Executive signs this Agreement arising under the Federal Age Discrimination |US-DOCS\147563257.7|| in Employment Act of 19641967, the Americans with Disabilities Actas amended, the National Labor Relations Act and the Equal Pay Act, as the same applicable rules and regulations promulgated thereunder (“ADEA”) or any other claims that may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may not be released herein as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of law. (c. Claims arising under ADEA are addressed in Paragraph 3(c) Nothing contained in this Section 9 or any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses by the Company and its Related Entities with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”).]

Appears in 1 contract

Samples: Employment Agreement (GoodRx Holdings, Inc.)

Release by Executive. (a) Except In return for any obligations or covenants the promises in Section 2 above, Executive on his own behalf, and on behalf of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreementhis grantees, Executiveagents, for himself/herself and his/her representatives, heirs, executorsdevisees, administratorstrustees, assigns, successors and agents assignors, attorneys, or any other entities in which I have an interest (collectivelycollectively “Releasors”), the “Executive’s Affiliates”) hereby fully and without limitation releases and forever discharges the Company and its Related Entitiesby this Agreement, Averion, and each of their respective its past and present agents, employees, representatives, stockholders, owners, officers, directors, employeesshareholders, attorneys, accountants, insurers, advisors, consultants, attorneys, auditors, accountants, investigators, affiliates, successors assigns, successors, heirs, predecessors in interest, joint ventures, and assigns subsidiary, affiliate and commonly-controlled entities (collectively, the collectively Company Releasees”), both individually and collectivelyfrom all liabilities, from any and all waivable rightscauses of actions, charges, complaints, suits, claims, demandsobligations, liabilitiescosts, actions, causes of actionlosses, damages, lossesrights, costsjudgments, expenses attorneys’ fees, expenses, bonds, bills, penalties, fines, and compensation, all other legal responsibilities of whatever nature any form whatsoever, whether known or unknown, whether suspected or unsuspected, whether fixed or contingent, which Executive liquidated or any of unliquidated, including but not limited to those arising from or related to (i) Executive’s Affiliates has employment with, compensation by and/or separation from Averion; and (ii) any acts or may have omissions occurring prior to the date of this Agreement by any and all Releasees, including those arising under any theory of law, whether common, constitutional, statutory or other of any jurisdiction, foreign or domestic, whether known or unknown, whether in law or in equity, which they had or may claim to have against the Company Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date (“Claims”), arising out of, based upon, or relating to his/her employment or the termination of his/her employment with the Company and its Related Entities and/or his/her service as an officer of any of the Company Releasees. Releasors specifically release claims under all applicable state and federal laws, any agreement based on age, sex, pregnancy, race, color, national origin, marital status, religion, veteran status, disability, sexual orientation, medical condition, or compensation arrangement between Executive and any of the Company Releaseesother anti-discrimination laws, to the maximum extent permitted by law. (b) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Actincluding, without limitation, Title VII of the Civil Rights Act of 19641964 as amended, the Age Discrimination in Employment Act (Title 29, United States Code, Sections 621, et seq.) (“ADEA”), the Americans with Disabilities Act, the National Fair Labor Relations Act and Standards Act, the Equal Pay Family Medical Leave Act, as the same may be amended from time to time; the California well as all common law on fraudclaims, misrepresentationwhether arising in tort or contract (collectively referred to as “Released Matters”). If any governmental agency should assume jurisdiction over any claim, negligencecharge or complaint concerning alleged discrimination arising out of Executive’s employment with Averion, defamation, infliction of emotional distress or other tort, breach of contract or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of Releasors also waive the California Labor Code, right to the extent these may be released herein as a matter of law; recover damages or any other state remedy as a result of such claim, charge or federal lawcomplaint. Executive acknowledges and agrees that, rulefollowing the payment of the Severance Amount in accordance with Section 8 of the Employment Agreement, Averion and Releasees have no other liabilities or regulation dealing obligations, of any kind or nature, owed to me in connection with or relating to my employment with the employment relationshipsame. Executive further agrees and promises that, except those claims for liabilities or obligations which may not be released herein as a matter of law. (c) Nothing contained in this Section 9 or relate to benefits under any other provision of this Agreement shall release or waive any right that Executive has to indemnification and/or reimbursement of expenses employee benefit plan maintained by the Company and its Related Entities with respect to Executive, which liabilities or obligations are specifically reserved and not released hereunder, Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and will not file any applicable directors and officers, errors & omissions, umbrella lawsuit or general liability insurance policies, administrative claim or charge asserting any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”)foregoing Released Matters.

Appears in 1 contract

Samples: Employment Agreement (Averion International Corp.)

Release by Executive. (a) Except for any obligations or covenants For and in consideration of the Company pursuant to this Agreement and as otherwise expressly Corporation entering the Agreement, including without limitation the payments described in paragraphs 1(a) above (the “Consideration”), which is being provided in exchange for your execution of this AgreementRelease and would not be provided absent your execution of this Release, Executive, for himself/herself himself and his/her his heirs, executors, administrators, assigns, successors and agents (collectively, the “Executive’s 's Affiliates”) hereby fully and without limitation releases and forever discharges the Company Corporation and its Related Entities, all other members of the Patheon Group and each of their respective agents, representatives, stockholdersshareholders, owners, officers, directors, employees, consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns (collectively, the “Company Patheon Releasees”), both individually and collectively, from any and all waivable rights, claims, demands, liabilities, actions, causes of action, damages, losses, costs, expenses and compensation, of whatever nature whatsoever, known or unknown, fixed or contingent, which Executive or any of Executive’s 's Affiliates has or may have or may claim to have against any of the Company Patheon Releasees by reason of any matter, cause, or thing whatsoever, from the beginning of time to the Effective Date date Executive signs this Release (“Claims”), arising out of, based upon, or relating to his/her his employment or the termination of his/her his employment with the Company and its Related Entities Corporation and/or his/her his service as an officer of any of the Company Patheon Releasees, and/or his service as an independent contractor under the terms of the Agreement, and/or any agreement or compensation arrangement between Executive and any of the Company Patheon Releasees, to the maximum extent permitted by law. (b) The Claims released by Executive specifically and expressly releases include, but are not limited to, any Claims arising out of or based on: the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the National Labor Relations Civil Rights Act of 1991, the Family Medical Leave Act, Sections 1981 through 1988 of Title 42 of the United States Code, the Employee Retirement Income Security Act of 1974 (“ERISA”) (except for any vested benefits under any tax qualified benefit plan), the Immigration Reform and Control Act, the Worker Adjustment and Retraining Notification Act, the Occupational Safety and Health Act, the Fair Credit Reporting Act, and the Equal Pay Act, Xxxxxxxx-Xxxxx Act of 2002 (in each case as the same may be amended from time to time); the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress or other tort, common law, breach of contract (whether express or implied, written or oral) or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to the extent these may be released herein as a matter of law; or any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of law. The released Claims also include any Claims by Executive for compensation, wages, back pay, reinstatement or re-employment, assertions that Executive's termination was made for “Good Reason” as defined in the Agreement, bonuses, or benefits of any kind or any nature arising out of, based upon, or relating to his employment or the termination of his employment with the Corporation and/or his service as an officer of any of the Patheon Releasees, and/or any agreement or compensation arrangement between Executive and any of the Patheon Releasees. (c) Nothing contained in this Section 9 1 or any other provision of this Agreement Release shall release or waive any right that Executive has to (i) the payments described in paragraph 5.1(a) and (c) of the Agreement, (ii) any employee benefit Executive is entitled to receive from the Corporation pursuant to any Corporation employee benefit plan or program, including any health claim or (iii) indemnification and/or reimbursement of expenses by the Company and its Related Entities Corporation with respect to which Executive may be eligible as provided in California Labor Code section 2802by law, the Company’s and its Related Entities’ Corporation's or any member of the Patheon Group's Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, or any indemnification agreements, including the Employment Agreement; . Further, nothing contained in this Release shall restrict or inhibit any other applicable source, nor prevent communications by Executive from cooperating in an investigation of the Company by with the Equal Employment Opportunity Commission (“EEOC”)) or any other government or law enforcement agency.

Appears in 1 contract

Samples: Severance Agreement (Patheon Inc)

Release by Executive. (a) Except for any obligations or covenants of the Company pursuant to this Agreement and as otherwise expressly provided in this Agreement, Executive, Executive (for himself/herself and his/her , his agents, heirs, executors, executors and administrators, assigns, successors and agents (collectively, the “Executive’s Affiliates”) does hereby fully and without limitation releases and forever discharges release and discharge the Company and its Related Entitiesany and all past and present parent, subsidiaries and each otherwise affiliated corporations and divisions of their respective agentsthe Company, representativesas well as the successors, stockholders, owners, officers, directors, predecessors, assigns, agents, employees, consultantsattorneys and representatives of each of them, attorneys, auditors, accountants, investigators, affiliates, successors and assigns (collectively, the “Company Releasees”), both individually and collectivelypast or present, from any and all waivable rights, claims, demands, liabilities, actions, causes of action, damages, losses, costs, expenses and compensation, action or claims of whatever nature whatsoever, known whatsoever kind or unknown, fixed character whether or contingentnot heretofore brought before any state or federal court or before any state or federal agency or other governmental entity, which Executive or any of Executive’s Affiliates has or may have or may claim to have against the Company Releasees by reason of any matterand all acts, causeomissions, events or thing whatsoever, from the beginning of time facts occurring or existing on or prior to the Effective Date attributable to or arising from the employment of Executive by the Company (“Claims”), arising out of, based upon, whether pursuant to the Employment Agreement or relating to his/her employment otherwise) or the termination thereof, whether arising under any federal, state or other governmental statute, regulation or ordinance or common law or equity on any theory of his/her employment with the Company pleading or proof, such as, for example and its Related Entities and/or his/her service as an officer of any of the Company Releasees, any agreement or compensation arrangement between Executive and any of the Company Releasees, to the maximum extent permitted by law. (b) Executive specifically and expressly releases any Claims arising out of or based on: the California Fair Employment and Housing Actwithout limitation, Title VII of the Civil Rights Act of 1964, as amended, which prohibits discrimination on the Americans basis of race, religion, color, sex and national origin, the Civil Rights Act of 1866, the Age Discrimination in Employment Act, as amended, which prohibits discrimination on the basis of age 40 and over, and any wrongful termination claims. The foregoing will not be deemed to release any claim by Executive: (1) to enforce this Agreement; (2) to enforce any right to indemnification under applicable law, the Company's By-Laws, under Section 7.2 of the Employment Agreement, under the Indemnification Agreement between Executive and the Company dated March 2002 or under any similar agreement; (3) to enforce Executive's rights with Disabilities Actrespect to the 2001 Option; (4) to enforce any rights Executive may have pursuant to Section 6.2(b) of the Employment Agreement or (5) to enforce Executive's rights as a shareholder of the Company or a member of Terrapin Partners Holding Company LLC. (b) Executive hereby waives his right to file any charge or complaint arising out of his employment with or separation from the Company before any federal, state or local court or any state or local administrative agency, except where such waivers are prohibited by law and other than with respect to any charge or complaint relating to Section 8(c) of this Agreement. This statement of general release and waiver shall include, but not be limited to, all claims or actions arising out of, or relating in any way to, Executive's employment and severance of Executive's employment with the Company. Executive further agrees that if he brings a claim (other than a claim reserved in Section 12(a)) against the Company (or any of the Company's officers, directors, stockholders, affiliates and agents) in violation of this paragraph, Executive will return to the Company all consideration that Executive has received pursuant to this Agreement, together with interest thereon calculated at a rate of 10% per annum. In the event that Executive fails to return any consideration under such circumstance, Executive will pay the Company's reasonable attorneys' fees and other expenses incurred by the Company in recovering such consideration and in otherwise enforcing the terms of this Agreement. (c) Executive understands that if this Agreement is not signed, Executive would have the right to voluntarily assist other individuals or entities in bringing claims against the Company (or any of the Company's officers, directors, stockholders, affiliates and agents). Executive further understands and agrees hereby that Executive waives such right and will not provide any such assistance other than assistance in an investigation or proceeding conducted by the United States Equal Employment Opportunity Commission, the National Labor Relations Act and the Equal Pay Act, as the same may be amended from time to time; the California common law on fraud, misrepresentation, negligence, defamation, infliction of emotional distress Board or other tort, breach of contract government agency. The Company and Executive further agree that Executive may provide information pursuant to any valid subpoena or covenant, violation of public policy or wrongful termination; state or federal wage and hour laws, and other provisions of the California Labor Code, to compulsory process. To the extent these may be released herein the law allows any government agency to file such charges on Executive's behalf and this Agreement does not prohibit Executive's cooperation with such agency, Executive agrees this Agreement will nonetheless act as a matter waiver of law; or any other state or federal law, rule, or regulation dealing with the employment relationship, except those claims which may not be released herein as a matter of lawrecovery by Executive in such government-instituted action. (cd) Nothing contained in this Section 9 or any other provision of If Executive violates this Agreement shall release by suing the Company, its subsidiaries or waive affiliates (including its officers, directors and stockholders) or those associated with the Company, for any right claim that he has released pursuant to this Agreement, Executive agrees that Executive has to indemnification and/or reimbursement will pay all costs and expenses of expenses defending against that suit incurred by the Company or its parent, affiliates (including its officers, directors and its Related Entities stockholders) or those associated with respect to which Executive may be eligible as provided in California Labor Code section 2802, the Company’s and its Related Entities’ Certificates of Incorporation, Bylaws and any applicable directors and officers, errors & omissions, umbrella or general liability insurance policies, any indemnification agreements, including the Employment Agreement; or any other applicable source, nor prevent Executive from cooperating in an investigation of the Company by the Equal Employment Opportunity Commission (“EEOC”)reasonable attorneys' fees.

Appears in 1 contract

Samples: Transition Agreement (Oao Technology Solutions Inc)

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